Form 8-K

8-K — Polar Power, Inc.

Accession: 0001493152-26-034876

Filed: 2026-07-28

Period: 2026-07-21

CIK: 0001622345

SIC: 3690 (MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES)

Item: Entry into a Material Definitive Agreement

Item: Termination of a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Unregistered Sales of Equity Securities

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-3.1 (ex3-1.htm)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

EX-10.3 (ex10-3.htm)

EX-10.4 (ex10-4.htm)

EX-10.5 (ex10-5.htm)

EX-10.6 (ex10-6.htm)

EX-10.7 (ex10-7.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

--12-31

0001622345

2026-07-21

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): July 21, 2026

POLAR

POWER, INC.

(Exact

Name of Registrant as Specified in Charter)

Delaware

001-37960

33-0479020

(State

or Other Jurisdiction

Incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

249

E. Gardena Boulevard, Gardena, California 90248

(Address

of Principal Executive Offices) (Zip Code)

(310)

830-9153

(Registrant’s

telephone number, including area code)

N/A

(Former

name or former address, if changed since last report)

Check

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

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

☐

Written

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

☐

Soliciting

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

☐

Pre-commencement

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

☐

Pre-commencement

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

Securities

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

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.0001 per share

POLA

The

NASDAQ Stock Market, LLC

Indicate

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

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

Emerging

growth company ☐

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

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

Item

1.01 Entry into of a Material Definitive Agreement.

previously disclosed, on June 30, 2026, Polar Power, Inc. (the “Company”)

issued to Mayers Ventures LLC, a limited liability company organized and existing under the laws of Nevada (“Mayers”),

a convertible promissory note in the aggregate principal amount of $275,000 (the “Note”).

July 21, 2026, the Company entered into a series of agreements with LU2 Holdings LLC (the “Investor”)

and/or Mayers as follows:

Securities

Purchase Agreement - Convertible Preferred Stock

The Company and the Investor

entered into a Securities Purchase Agreement for series A convertible preferred stock (the “Preferred SPA”).

connection with the Preferred SPA, the Company established a series of the Company’s preferred stock, par value $0.0001 per share,

which is designated as “Series A Convertible Preferred Stock,” having a stated value of $1,000 per share with 25,000 shares

reserved for issuance (the “Convertible Preferred”). Pursuant to the certificate of designation of preferences, rights

and limitations of Series A Convertible Preferred Stock (the “COD”), the Convertible Preferred will bear a dividend,

which will accrue monthly at a rate of 10% per annum, and will be convertible into shares of the Company’s common stock, par value

$0.0001 per share (the “Common Stock”) at the Market Conversion Price (such shares the “Preferred Conversion

Shares”). The Market Conversion Price will be equal to 90% of the lowest VWAP over the seven consecutive trading days immediately

preceding the applicable conversion date, but not less than the floor price.

Pursuant

to the Preferred SPA, the Company (1) will issue and sell to the Investor, and the Investor will purchase from the Company, up to $500,000

in stated value of Series A Convertible Preferred Stock (the “Preferred Shares”) at a purchase price of $450,000

(or 90% of that stated value); and (2) will issue to the Investor warrants to purchase shares of Common Stock,

as described below.

Pursuant

to the Preferred SPA, the Company agreed to issue common stock purchase warrants (the “Warrants”) to the Investor,

entitling them to purchase, at an exercise price initially equal to the closing price of the Common Stock on the trading day immediately

prior to the closing (but subject to adjustment as set forth in the Warrants), a number of shares of Common Stock equal to 50% of the

stated value of the Preferred Shares, divided by the exercise price of the Warrants. The Company also agreed to issue Warrants to Mayers

to purchase a number of shares of Common Stock equal to the principal amount of the Note divided by the exercise price of the Warrants,

with the exercise price equal to $1.64 (the closing price of the Common Stock on the trading day immediately prior to the closing

of the sale of the Note).

July 21, 2026, the Company issued 500 Preferred Shares and Warrants to purchase 150,915 shares of Common Stock (the

“Warrant Shares”) to the Investor. The Company also issued Warrants to purchase 83,841 Warrant Shares to Mayers.

The

foregoing summary of the Preferred SPA, the COD, the Warrants issued to the Investor and the Warrants issued to Mayers does not purport

to be complete and is qualified in its entirety by the full text of the Preferred SPA, the COD, the Warrants issued to the

Investor, and the Warrant issued to Mayers, which are filed, respectively as Exhibits 10.1, 3.1, 10.2 and 10.3 to this Current Report,

which are incorporated by reference herein.

Registration

Rights Agreement

The

Company and the Investor entered into a Registration Rights Agreement (the “RRA”),

pursuant to which the Company agreed to file one or more registration statement(s) to register the Note Shares, the Preferred Conversion

Shares and the Warrant Shares, and use its reasonable best efforts to have the registration statement(s) declared effective by the Securities

and Exchange Commission as soon as practicable, but in no event later than the effectiveness deadline in the RRA.

The

foregoing summary of the RRA does not purport to be complete and is qualified in its entirety by the full text of the RRA which is filed

as Exhibit 10.4 to this Current Report, which is incorporated herein by reference.

Amendments

The

Company and Mayers entered into a Consent, Acknowledgment and First Amendment to Convertible Promissory Note (the “Amendment

to Mayers Note”), pursuant to which the definition of Prohibited Transaction now excludes the establishment, entry

into, maintenance of, or sales pursuant to an equity line of credit (ELOC), at-the-market offering program (ATM), or any similar

equity distribution or equity purchase facility, including any related purchase agreement, sales agreement, registration statement,

prospectus supplement, or other documentation. As the consideration: (a) Mayers’ right to designate and appoint a member of

the Company’s board of directors shall continue for so long as any principal amount of the Note remains outstanding and shall

automatically terminate upon repayment of the Note in full, consistent with Section 4.9 of the Note; and (b) Mayers shall have the

right to require that the Company apply no less than 10% of the proceeds received under the ELOC to repayment of this Note, if

Mayers so chooses.

The

Company and LU2 entered into a Consent, Waiver and First Amendment (the “Amendment to Preferred SPA”), pursuant to

which the definition of Exempt Issuance is expanded to include certain permitted facilities and certain permitted facilities are excluded

from variable rate transaction prohibitions, among other matters.

The

foregoing summary of the Amendment to Mayers Note and the Amendment to Preferred SPA does not purport to be complete

and is qualified in its entirety by the full text of the Amendment to Mayers Note and the Amendment to Preferred SPA

which are filed as Exhibits 10.5 and 10.6 to this Current Report, which are incorporated herein by reference.

Business

Consultant Agreement

July 21, 2026, the Company and the Investor also entered into a Business Consultant Agreement (the “Consultant Agreement”),

pursuant to which the Investor agreed to provide certain strategic advisory services to the Company, expressly excluding any capital-raising,

securities brokerage, or placement-agent activities. As consideration, the Company agreed to pay the Investor a cash fee of $100,000

and to issue to the Investor restricted shares of Common Stock having an aggregate value of $50,000 (with the number of shares determined

by reference to the volume-weighted average price of the Common Stock over the five consecutive trading days immediately preceding the

date of grant), subject to approval by the Company’s board of directors and grant under a stockholder-approved equity incentive

plan of the Company. The foregoing summary of the Consultant Agreement does not purport to be complete and is qualified in its entirety

by the full text of the Consultant Agreement, which is filed as Exhibit 10.7 to this Current Report, which is incorporated herein by

reference.

Item 1.02 Termination of a Material Definitive

Agreement.

As previously disclosed, on October 6, 2025, the

Company entered into an ATM sales agreement (the “Sales Agreement”) with ThinkEquity LLC (the “Sales Agent”),

pursuant to which the Company may offer and sell, from time to time through the Sales Agent, shares of the Company’s Common Stock,

up to a maximum amount as set forth in the Sales Agreement, subject to the terms and conditions of the Sales Agreement.

On July 23, 2026, the Company delivered a written

notice terminating the Sales Agreement to the Sales Agent. The termination of the Sales Agreement was effective July 23, 2026,

as acknowledged by the Sales Agent. No termination fee or penalty is payable by the Company in connection with such termination.

Item

2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The

disclosures contained in Item 1.01 of this Current Report are incorporated by reference in this Item 2.03.

Item

3.02. Unregistered Sales of Equity Securities.

The

disclosures contained in Item 1.01 of this Current Report are incorporated by reference in this Item 3.02.

Item

5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

previously disclosed, on July 10, 2026, the Company filed the COD with the Secretary of State of the State of Delaware, setting forth

the terms of the Preferred Shares. The COD contains a drafting error in the definition of “Market Conversion Price” in section

1. As filed, that definition anchors the applicable seven consecutive Trading Day VWAP measurement period to “the lowest of the

share price as of” three specified dates, which does not reflect the agreement of the parties.

July 24, 2026, pursuant to Section 103(f) of the Delaware General Corporation Law, the Company filed a Certificate of Correction with

the Secretary of State of the State of Delaware to correct the definition of “Market Conversion Price” in section 1 to provide

that the Market Conversion Price is equal to 90% of the lowest VWAP for the seven consecutive Trading Days immediately preceding the

applicable Conversion Notice Date, but not less than the Floor Price. The Certificate of Correction was effective as of the original

filing date of the Certificate of Designation.

That

summary of the Certificate of Correction does not purport to be complete and is qualified in its entirety by the full text of the Certificate of Correction which is filed as Exhibit

3.1 to this Current Report, which is incorporated herein by reference.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.

Description

3.1

Certificate

of Correction of the Certificate of Designations, Rights and Limitations of Series A Convertible Preferred Stock of Polar Power,

Inc.

10.1

Securities

Purchase Agreement for Series A Convertible Preferred Stock dated July 21, 2026, by and among Polar Power, Inc. and LU2 Holdings

LLC.

10.2

Common Stock Purchase Warrants issued to LU2 Holdings LLC.

10.3

Common

Stock Purchase Warrant issued to Mayers Ventures LLC.

10.4

Registration

Rights Agreement, dated July 21, 2026, by and among Polar Power, Inc. and LU2 Holdings LLC.

10.5

Consent, Acknowledgment and First Amendment to Convertible Promissory Note, dated July 21, 2026, by and among Polar Power, Inc. and Mayers Ventures LLC.

10.6

Consent, Waiver and First Amendment, dated July 21, 2026, by and among Polar Power, Inc. and LU2 Holdings LLC.

10.7

Business Consultant Agreement, dated July 21, 2026, by and among Polar Power, Inc. and LU2 Holdings LLC.

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.

Date:

July 27, 2026

POLAR

POWER, INC.

By:

/s/

Arthur D. Sams

Arthur

D. Sams

President,

Chief Executive Officer and Secretary

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit

3.1

CERTIFICATE

OF CORRECTION

THE

CERTIFICATE

OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS

SERIES A CONVERTIBLE PREFERRED STOCK

POLAR

POWER, INC.

Pursuant

to Section 103(f) of the

General

Corporation Law of the State of Delaware

Polar

Power, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”),

does hereby certify:

FIRST:

The name of the Corporation is Polar Power, Inc.

SECOND:

That a Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock of the Corporation

(the “Certificate of Designation”) was filed with the Secretary of State of the State of Delaware on July 10, 2026, and that

said Certificate of Designation requires correction as permitted by Section 103(f) of the General Corporation Law of the State of Delaware.

THIRD:

The inaccuracy of said certificate to be corrected is the Securities Purchase

Agreement date listed in the Certificate of Designation, which was incorrect due to a clerical error that prevented the agreement from

being executed until a later date. As filed, the “RESOLVED” section reads in its entirety as follows:

RESOLVED:

that, pursuant to authority conferred upon the Board of Directors by the Certificate of Incorporation, (i) a series of Preferred

Stock of the Corporation be, and hereby is authorized by the Board of Directors, (ii) the Board of Directors hereby authorizes the

designation of 25,000 shares of “Series A Convertible Preferred Stock” and 1,945 of which shall be issued pursuant to the

terms of the Securities Purchase Agreement, dated as of July 10, 2026, by and among the Corporation and the initial Holder (as defined

below) (the “Purchase Agreement”) and (iii) the Board of Directors hereby fixes the designations, powers,

preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof,

of such shares of Preferred Stock, in addition to any provisions set forth in the Certificate of Incorporation that are applicable to

the Preferred Stock of all classes and series, as follows:

FOURTH:

The “RESOLVED” section of the Certificate of Designation is hereby corrected to read in its entirety as follows:

RESOLVED:

that, pursuant to authority conferred upon the Board of Directors by the Certificate of Incorporation, (i) a series of Preferred

Stock of the Corporation be, and hereby is authorized by the Board of Directors, (ii) the Board of Directors hereby authorizes the

designation of 25,000 shares of “Series A Convertible Preferred Stock” and 1,945 of which shall be issued pursuant to the

terms of the Securities Purchase Agreement, dated as of July 21, 2026, by and among the Corporation and the initial Holder (as defined

below) (the “Purchase Agreement”) and (iii) the Board of Directors hereby fixes the designations, powers,

preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof,

of such shares of Preferred Stock, in addition to any provisions set forth in the Certificate of Incorporation that are applicable to

the Preferred Stock of all classes and series, as follows:

FIFTH:

The inaccuracy in the Certificate of Designation to be corrected is in the definition of “Market Conversion Price” set forth

in Section 1 thereof. As filed, such definition contains a manifest drafting error in that it anchors the seven consecutive Trading Day

VWAP measurement period to “the lowest of the share price as of” three specified dates, which resolves to a price rather

than a date and does not reflect the agreement of the parties. As filed, the definition reads in its entirety as follows:

“Market

Conversion Price” means 90% of the lowest VWAP for the seven consecutive Trading Days immediately preceding the lowest of the share

price as of (a) the Closing Date, (b) the date on which the Registration Statement on Form S-1 registering the resale of the Conversion

Shares is declared effective by the Commission (the “S-1 Effective Date”), and (c) the date on which the Requisite Stockholder

Approval is obtained, but not less than the Floor Price, as adjusted pursuant to Section 7(f).

SIXTH:

The definition of “Market Conversion Price” in Section 1 of the Certificate of Designation is hereby corrected to read

in its entirety as follows:

“Market

Conversion Price” means 90% of the lowest VWAP for the seven consecutive Trading Days immediately preceding the applicable Conversion

Notice Date, but not less than the Floor Price, as adjusted pursuant to Section 7(f).

SEVENTH:

In accordance with Section 103(f) of the General Corporation Law of the State of Delaware, the Certificate of Designation, as corrected

hereby, is deemed to have been corrected as of July 21, 2026, the date the Certificate of Designation was originally filed, except

as to those persons who are substantially and adversely affected by the correction and, as to those persons, the Certificate of Designation

as corrected is effective from the date of filing of this Certificate of Correction.

WITNESS WHEREOF, the Corporation has caused this Certificate of Correction to be executed by its duly authorized officer this 24th

day of July, 2026.

POLAR

POWER, INC.

By:

/s/

Arthur D. Sams

Name:

Arthur

D. Sams

Title:

President

and Chief Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 3

Exhibit

10.1

SECURITIES

PURCHASE AGREEMENT

This

Securities Purchase Agreement (this “Agreement”) is entered into and effective as of July 21, 2026 (the “Execution

Date”), by and between Polar Power, Inc., a Delaware corporation (the “Company”) and LU2 Holdings LLC,

a New Jersey limited liability company (including its designees, successors and assigns, the “Purchaser”).

RECITALS

The parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue to Purchaser, and Purchaser

shall purchase from the Company, from time to time as provided herein, up to $500,000 in stated value of Series A Convertible

Preferred Stock (the “Preferred Shares”) at a purchase price of 90% of such stated value, with each such Preferred

Share having a stated value of $1,000 per share (the “Stated Value”) and certain common stock purchase warrants (the

“Warrants”) entitling the Purchaser to purchase shares of Common Stock (as defined herein); and

The offer and sale of the Preferred Shares and Warrants provided for herein is being made without registration under the Securities Act,

in reliance upon the provisions of Section 4(a)(2) of the Securities Act and such other exemptions from the registration requirements

of the Securities Act as may be available with respect to any or all of the purchases of Preferred Shares and Warrants to be made hereunder.

AGREEMENT

consideration of the premises, the mutual provisions of this Agreement, and other good and valuable consideration the receipt and adequacy

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

ARTICLE

DEFINITIONS

addition to the terms defined elsewhere in this Agreement, the following terms have the meanings indicated in this ARTICLE I:

“Action”

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

“Affiliate”

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

with a Person, as such terms are used in and construed under Rule 144 under the Securities Act. With respect to Purchaser, without limitation,

any Person owning, owned by, or under common ownership with Purchaser, and any investment fund or managed account that is managed on

a discretionary basis by the same investment manager as Purchaser will be deemed to be an Affiliate.

“Agreement”

means this Securities Purchase Agreement including the exhibits and schedules hereto.

“Beneficial

Ownership Limitation” means 9.99% of the outstanding Common Stock, as determined in accordance with Section 13(d) of the Exchange

Act, which limitation shall apply to all conversions of Preferred Shares and exercises of Warrants, as may be adjusted herein.

“Board

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

“Certificate

of Incorporation” means the Certificate of Incorporation of the Company, as amended from time to time.

“Closing”

means the Closing of the purchase and sale of the Preferred Shares as described in Section 2.3(a) hereof.

“Closing

Date” means the date on which the Closing occurs.

“COD”

means the Certificate of Designations of Rights and Preferences of the Preferred Shares in the form attached hereto as Exhibit

“Code”

means the Internal Revenue Code of 1986, as amended.

“Common

Stock” means the Common Stock, par value $0.0001 per share, of the Company, and any other shares of stock issued or issuable

with respect thereto (whether by way of a stock dividend or stock split or in exchange for or upon conversion of such shares or otherwise

in connection with a combination of shares, distribution, recapitalization, merger, consolidation, other corporate reorganization or

other similar event with respect to the Common Stock).

“Common

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

acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants 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.

“Contingent

Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect

to any indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such

liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or

discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in

whole or in part) against loss with respect thereto.

“Contracts”

means any and all contracts, agreements, commitment, franchises, understandings, arrangements, leases, licenses, registrations, authorizations,

easements, servitudes, rights of way, mortgages, bonds, notes, guaranties, Encumbrances, evidence of indebtedness, approvals or other

instruments or undertakings to which such person is a party or to which or by which such person or the property of such person is subject

or bound, whether written or oral and whether or not entered into in the ordinary and usual course of the Person’s business, excluding

any Permits, provided that each such Contract shall provide for the payment of no less than $50,000.

“Conversion

Shares” means the shares of Common Stock into which the Preferred Shares are convertible in accordance with the COD.

“Disclosure

Schedules” means the disclosure schedules of the Company delivered concurrently herewith, attached hereto, and incorporated

herein by reference. The Disclosure Schedules shall contain no material non-public information.

“Disqualification

Event” shall have the meaning ascribed to such term in Section 3.1(y).

“DTC”

means The Depository Trust Company, or any successor performing substantially the same function for Company.

“Encumbrances”

means any security or other property interest or right, claim, lien, mortgage, pledge, option, charge, security interest, contingent

or conditional sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected

or not perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant

or submit to any of the foregoing in the future.

“Exchange

Act” means the Securities Exchange Act of 1934, as amended.

“Exchange

Cap” shall mean that number of shares of Common Stock or Common Stock Equivalents pursuant to this Agreement and the other

Transaction Documents to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued

as well as permitted to vote or be converted pursuant to this Agreement and such Transaction Documents would not exceed 19.99% of the

Company’s outstanding shares of Common Stock as of the date hereof.

“Exempt

Issuance” means the issuance of (a) Common Stock or options or other equity awards to employees, officers, consultants, or

directors of the Company, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee

of non-employee directors established for such purpose for services rendered to the Company, in any case including the independent directors

of the Company, (b) securities in full or partial consideration in connection with a bona fide strategic merger, acquisition, consolidation

or purchase of all or substantially all of the securities or assets of a corporation or other entity, so long as such issuance is not

for the primary purpose of raising capital by the Company; (c) securities in connection with a bona fide strategic license agreement,

sponsored research agreement, collaboration agreement, development agreement, marketing or distribution agreement, or other bona fide

partnering arrangement, so long as such issuance is not for the primary purpose of raising capital by the Company, (d) securities issued

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

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

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

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

and (e)1 shares of Common Stock or Common Stock Equivalents issuable as set forth on Schedule I hereto.

“Existing

Debt” means indebtedness existing under the following facilities: (a) the Loan and Security Agreement between the Company and

Pinnacle Bank, dated September 30, 2020, as amended; (b) the Loan Agreement between the Company and WWCM, dated December 23, 2025; (c)

certain notes payable between the Company and its Chief Executive Officer, as disclosed in the Company’s quarterly report on 10-Q

for the period ended March 31, 2026; (d) an additional note payable created between the Company and its Chief Executive Officer after

the Company’s quarterly report on Form 10-Q for the period ended March 31, 2026; (e) the Convertible Redeemable Notes issued by

the Company to CFI Capital LLC and Monroe Street Capital Partners, LP on May 21, 2026, and (f) the Convertible Promissory Note issued

by the Company to Mayers Ventures LLC on June 30, 2026.

“FCPA”

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

“FINRA”

means the Financial Industry Regulatory Authority, Inc.

“Floor

Price” has the meaning set forth in the COD.

“Fundamental

Transaction” has the meaning set forth in the Warrants.

“GAAP”

means United States generally accepted accounting principles applied on a consistent basis during the periods involved.

“Governmental

Authority” means any nation or country (including but not limited to the United States) and any commonwealth, territory or

possession thereof and any government or governmental or regulatory, legislative, executive authority thereof, or commission, department

or political subdivision thereof, whether federal, state, regional, municipal, local or foreign, or any department, board, bureau, agency,

instrumentality or authority thereof, or any court or arbitrator (public or private), including, but not limited to, the SEC and FINRA.

“Indebtedness”

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

“Intellectual

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

“Issuable

Shares” means the- Conversion Shares and the Warrant Shares.

“Issuer

Covered Person” shall have the meaning ascribed to such term in Section 3.1(y).

“Knowledge”

means, with respect to any Person, (x) such Person is actually aware of such fact or matter or (y) such Person should reasonably have

been expected to discover or otherwise become aware of such fact or matter after reasonable investigation, and for purposes hereof it

shall be assumed that such Person has conducted a reasonable investigation of the accuracy of the representations and warranties set

forth herein.

“Legal

Requirement” means any federal, state, local, municipal, foreign, multi-national or other law, common law, statute, constitutions,

ordinances, rules, regulations, codes, Orders, or legally enforceable requirements enacted, issued, adopted, promulgated, enforced, ordered,

or applied by any Governmental Authority.

“Legend

Removal Date” shall have the meaning ascribed to such term in Section 4.1(c).

“Liability”

means any liability, obligation or indebtedness of whatever kind or nature (whether known or unknown, whether asserted or unasserted,

whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due),

including any liability for Taxes.

“Liens”

means any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional

sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected,

voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any

of the foregoing in the future.

“Loss”

or “Losses” means any and all Liability, damages, fines, fees, penalties and expenses whether or not arising out of

litigation, including without limitation, interest, reasonable expenses of investigation, court costs, reasonable out-of-pocket fees

and expenses of attorneys, accountants and other experts or other reasonable out-of-pocket expenses of litigation or other legal proceedings,

incurred in connection with the rightful enforcement of rights under this Agreement against any party hereto, and whether or not arising

out of third party claims against an indemnified party.

“Material

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

(ii) the results of operations, assets, business, prospects or financial condition of the Company and the Subsidiaries, taken as a whole,

or (iii) the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document.

“Material

Agreement” means any material loan agreement, financing agreement, equity investment agreement or securities instrument to

which Company is a party, any agreement or instrument to which Company and Purchaser or any Affiliate of the Purchaser is a party, and

any other material agreement listed, or required to be listed, on any of Company’s reports filed or required to be filed with the

SEC, including without limitation Forms 10-K, 10-Q and 8-K.

“Maximum

Investment” means $450,000.00

“Money

Laundering Laws” shall have the meaning ascribed to such term in Section 3.1(gg).

“OFAC”

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

“Order”

means any order, writ, assessment, decision, injunction, decree, ruling, or judgment of a Governmental Entity or arbitrator, whether

temporary, preliminary, or permanent.

“Officer’s

Certificate” has the meaning set forth in the Section 2.3(b)(i) hereof.

“Permits”

means any and all permits, rights, approvals, licenses, authorizations, legal status, orders or Contracts under any Legal Requirement

or otherwise granted by any Governmental Authority.

“Permitted

Liens” means the individual and collective reference to the following: (a) Liens for Taxes, assessments and other governmental

charges or levies not yet due or Liens for Taxes, assessments and other governmental charges or levies being contested in good faith

and by appropriate proceedings for which adequate reserves (in the good faith judgment of the management of the Company) have been established

in accordance with GAAP; (b) Liens imposed by law which were incurred in the ordinary course of the Company’s business, such as

carriers’, warehousemen’s and mechanics’ Liens, statutory landlords’ Liens, and other similar Liens arising in

the ordinary course of the Company’s business, and which (x) do not individually or in the aggregate materially detract from the

value of such property or assets or materially impair the use thereof in the operation of the business of the Company and its consolidated

Subsidiaries or (y) are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing for

the foreseeable future the forfeiture or sale of the property or asset subject to such Lien; (c) pledges and deposits made in the ordinary

course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations;

and (d) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance

bonds and other obligations of a like nature that are not past due, in each case in the ordinary course of business, but excluding any

contract for the payment of money.

“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.

“Preferred

Shares” has the meaning set forth in the recitals hereto.

“Principal

Market” means the NASDAQ Capital Market.

“Principal

Market Rules” means the rules and regulations of the Principal Market.

“Properties”

means any and all properties and assets (real, personal or mixed, tangible or intangible) owned or used by the Company.

“Purchase

Price” means $450,000, representing 90% of the $500,000 aggregate Stated Value.

“Registrable

Securities” has the meaning set forth in the Registration Rights Agreement.

“Registration

Rights Agreement” means that certain Registration Rights Agreement, between the Company and the Purchaser, dated as of the

date hereof, in the form attached hereto as Exhibit B.

“Registration

Statement” has the meaning set forth in the Registration Rights Agreement.

“Required

Approvals” means the Stockholder Approval and any other approvals that may be required hereunder.

“Required

Minimum” means, as of any date, 200% of the maximum aggregate of a sufficient number of shares of Common Stock then issued

or potentially issuable in the future pursuant to any outstanding Preferred Shares (assuming for such purpose that the Preferred Shares

are convertible at the Floor Price then in effect) or Warrants, ignoring any conversion or exercise limits set forth therein.

“Restricted

Period” means the period commencing on the Execution Date and ending on the earlier of (a) the date that no Preferred Shares

or Warrants are held by the Purchaser and (b) two years after the Execution Date.

“Rule

144” means Rule 144 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time to time, or

any similar rule or regulation hereafter adopted by the SEC having substantially the same effect.

“SEC”

means the United States Securities and Exchange Commission.

“SEC

Documents” has the meaning set forth in Section 3.1(g).

“Secretary’s

Certificate” has the meaning set forth in Section 2.3(b)(ii) hereof.

“Securities”

means the Issuable Shares and the Warrants.

“Securities

Act” means the Securities Act of 1933, as amended.

“Series

A Preferred Stock” means shares of Series A Convertible Preferred Stock, $0.0001 par value per share, issuable pursuant to

the COD.

“Short

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

deemed to include the location and/or reservation of borrowable shares of Common Stock).

“Stated

Value” has the meaning set forth in the recitals hereto.

“Stockholder

Approval” means such approval as may be required by the applicable rules and regulations of the Principal Market Rules (or

the applicable rules and regulations of any successor entity) from the stockholders of the Company with respect to the transactions contemplated

by this Agreement and the other Transaction Documents, including the issuance of all of the Issuable Shares in excess of 19.99% of the

issued and outstanding Common Stock as of the date hereof.

“Subscription

Amount” means, as to the Purchaser, the aggregate amount to be paid for the Preferred Shares and the Warrants purchased hereunder

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

in United States dollars and in immediately available funds.

“Subsidiary”

means any Person the Company owns or controls, or in which the Company, directly or indirectly, owns a majority of the capital stock

or similar interest that would be disclosable pursuant to Regulation S-K, Item 601(b)(21).

“Tax”

means any and all taxes, charges, fees, levies or other assessments, including, without limitation, local and/or foreign income, net

worth, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental,

customs duties, share capital, franchise, profits, withholding, social security (or similar), unemployment, disability, real property,

personal property, sales, use, service, service use, transfer, registration, recording, ad-valorem, value-added, alternative or add-on

minimum, estimated, or other taxes, assessments or charges of any kind whatsoever, including any interest, penalty, or addition thereto,

whether disputed or not.

“Tax

Return” means any federal, state, local and foreign tax return, report or similar statement required to be filed with respect

to any Tax (including any attached schedules), including, without limitation, any information return, claim for refund, amended return

or declaration of estimated Tax.

“Taxing

Authority” means the Internal Revenue Service and any other Governmental Authority responsible for the administration of any

Tax.

“Termination

Date” shall mean the date that is two years after the Execution Date.

“Trading

Day” means any day on which the Common Stock is traded on the Trading Market; provided that it shall not include any day on

which the Common Stock is (a) scheduled to trade for less than 5 hours, or (b) suspended from 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, OTCQX, or the OTC Pink (or any successors to any of the foregoing). Notwithstanding the foregoing, term “Trading

Market” shall only include the OTC Pink for any interim period of time required upon the Company’s delisting from any other

Trading Market provided that the Company shall be required to list its Common Stock for trading or quotation on another Trading Market

(excluding the OTC Pink) promptly upon such delisting and the failure to do so shall constitute a default under the terms of this Agreement

and the other Transaction Documents.

“Transaction

Documents” means this Agreement, the COD, the Warrants, the Registration Rights Agreement, the Transfer Agent Instruction Letter

and the other agreements and documents referenced herein, and the exhibits and schedules hereto and thereto.

“Transfer

Agent” means VStock Transfer, LLC, with a mailing address of 18 Lafayette Place, Woodmere, NY 11598, the current transfer agent

of the Company and any successor transfer agent of the Company.

“Transfer

Agent Instruction Letter” means the letter from the Company to the Transfer Agent which instructs the Transfer Agent to reserve

the Issuable Shares pursuant to the Transaction Documents in the form attached hereto as Exhibit D in the Required Minimum.

“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 4:00 p.m. (New York City time)), (b) if the Common Stock is not then listed or quoted for trading on a Trading

Market and if prices for the Common Stock are then reported on the OTC Pink Marketplace maintained by OTC Markets Group Inc. (or a similar

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

so reported, or (c) 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 Purchaser 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.

“Warrant”

and “Warrants” mean that certain Warrant between the Company and the Purchaser, dated as of the date hereof, in the

form attached hereto as Exhibit C.

“Warrant

Shares” means the shares of Common Stock into which the Warrants are exercisable in accordance with the terms of each respective

Warrant.

ARTICLE

PURCHASE AND SALE

2.1

Agreement to Purchase. Subject to the terms and conditions herein and the satisfaction of the conditions to closing set forth in

this ARTICLE II, The Company has authorized and designated 25,000 shares of Series A Convertible Preferred Stock pursuant to the Certificate

of Designation, of which 500 shares are being issued and sold to the Purchaser pursuant to this Agreement. the Company hereby agrees

to issue to the Purchaser and the Purchaser hereby agrees to purchase from the Company, 500 Preferred Shares in

accordance with Section 2.3 below and, in consideration for the Preferred Shares, the Purchaser agrees to furnish to the Company at the

Closing the Purchase Price, provided that, in the aggregate, the Purchaser shall not pay more than the Maximum Investment.

2.2

Warrants to be Issued to Purchaser: At the Closing, for no additional consideration, Purchaser shall be issued a Warrant to purchase

shares of Common Stock in amount equal to the applicable Warrant Share Amount. Each Warrant shall initially have an exercise price per

share equal to the closing price of the Common Stock on the Trading Day immediately prior to Closing, subject to adjustment as provided

therein (the “Exercise Price”). In addition, the holders of the Mayers Notes issued in connection with the transaction

consummated on June 30, 2026 (the “Mayers Noteholders”), shall, for no additional consideration, be issued warrants

on the same terms and conditions as the Warrants issued to the Purchaser pursuant to this Section 2.2, including with respect to the

Exercise Price, adjustments, and all other material terms and conditions.

2.3

Closing; Conditions to Closing; Mechanics of Closing.

(a)

Closing. The purchase of the Preferred Shares hereunder shall occur in a single closing, which shall take place on such date as

is agreed between the Company and the Purchaser and which is no later than the tenth Trading Day following the date on which the Registration

Statement is declared effective by the SEC, provided that the conditions set forth in Section 2.3(b), Section 2.3(c), and Section 2.3(g)

have been satisfied or waived. The date on which the Closing occurs is referred to herein as the “Closing Date.”

(b)

Purchaser Conditions to Closing. The obligations of the Purchaser hereunder in connection with the Closing, and are subject to

the following conditions being satisfied or waived:

(i)

each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date

as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true

and correct as of such date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements

and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date, including, without

limitation the issuance of all Securities prior to the date of such Closing as required by this Section 2.3 and the Transaction Documents

and the Company has a sufficient number of duly authorized shares of Preferred Stock and Conversion Shares reserved for issuance as may

be required to fulfill its obligations pursuant to the Transaction Documents and Purchaser shall have received a certificate, executed

by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect (the “Officer’s Certificate”);

(ii)

the Company shall have delivered to Purchaser a certificate, in the form previously provided to the Company by the Purchaser, executed

by the Secretary of the Company and dated as of the Closing Date, as to (A) the resolutions as adopted by the Board of Directors authorizing

the entering into the Transaction Documents and the transactions envisioned thereby, which resolutions shall have remained in full force

and effect, (B) the Certificate of Incorporation of the Company (reflecting the filed Certificate) and (C) the Bylaws of the Company

as in effect at the Closing (the “Secretary’s Certificate”);

(iii)

the Company shall have delivered to Purchaser a certificate evidencing the formation and good standing of the Company in its jurisdiction

of formation issued by the Secretary of State of such jurisdiction of formation as of a date within ten days of the Closing Date;

(iv)

as of the Closing Date, as applicable, trading in the Common Stock shall be listed or quoted for trading on the Principal Market and

shall not have been suspended by the SEC or the Principal Market, and trading in securities generally as reported by Bloomberg L.P. shall

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

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

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

resulted in, and is continuing as of the Closing Date, (A) a suspension or material limitation of trading on the Principal Market or

securities market generally, or (B) a Material Adverse Effect on the Company;

(v)

neither the Company nor any Significant Subsidiary, as such term is defined in Rule 1-02(w) of Regulation S-X for purposes of this definition,

shall have suffered a Material Adverse Effect;

(vi)

no action, proceeding, investigation or inquiry by the SEC, Nasdaq or any other Governmental Authority shall be pending or, to the Company’s

Knowledge, threatened in writing against the Company or any Significant Subsidiary, that, individually or in the aggregate, would reasonably

be expected to result in a Material Adverse Effect or prohibit, materially delay or materially impair the issuance or purchase of the

Preferred Shares and Warrants at such Closing;

(vii)

as of the Closing Date, the Company shall be in good standing with The Nasdaq Stock Market (or any other Principal Market on which the

Common Stock is then listed), other than with respect to the stockholders’ equity deficiency under Nasdaq Listing Rule 5550(b)(1)

existing as of the Execution Date; and

(viii)

each other condition to the Purchaser’s obligation to consummate the Closing that is expressly set forth in this Agreement or the

other Transaction Documents and required by its terms to be satisfied at or prior to the Closing shall have been satisfied or waived

in writing by the Purchaser.

(c)

Company Conditions to Closing. The obligations of the Company hereunder in connection with each Closing are subject to the following

conditions being satisfied or waived:

(i)

the accuracy in all material respects as of the Closing Date of the representations and warranties of the Purchaser contained herein

(unless as of a specific date therein in which case they shall be accurate as of such date);

(ii)

all obligations, covenants and agreements of the Purchaser required by this Agreement to be performed at or prior to the Closing Date

shall have been performed; and

(iii)

the delivery by the Purchaser of the Purchaser Closing Documents.

(d)

Documents to be Delivered at the Closing by the Company. The Closing shall be conditioned upon the delivery by the Company to

Purchaser of each of the following (the “Company Initial Closing Documents”) on or before the Closing Date:

(i)

this Agreement duly executed by the Company;

(ii)

certificates evidencing the number of Preferred Shares purchased in the Closing shall have been delivered to Purchaser;

(iii)

a Warrant, duly executed by the Company, consistent with the requirements of Section 2.2;

(iv)

the Registration Rights Agreement, duly executed by the Company;

(v)

the Voting Agreement;

(vi)

the Lock-Up Agreement;

(vii)

the Officer’s Certificate, executed by an officer of the Company;

(viii)

the Secretary’s Certificate, executed by the Corporate Secretary of the Company;

(ix)

a Certificate of Good Standing of the Company from the Secretary of State of the State of Delaware;

(x)

the Transfer Agent Instruction Letter shall have been delivered to the Transfer Agent;

(xi)

an opinion of counsel to the Company in a form acceptable to the Purchaser in its sole discretion;

(xii)

the written confirmation by the Company to the Purchaser that the applicable Required Approvals, if any have been obtained; and

(xiii)

all documents, instruments and other writings required to be delivered by the Company to Purchaser on or before the Closing Date pursuant

to any provision of this Agreement or in order to implement and effect the transactions contemplated herein.

(e)

Documents to be Delivered at the Closing Date by the Purchaser. The Closing Date shall be conditioned upon the delivery, unless

otherwise provided below, by Purchaser to the Company of each of the following (the “Purchaser Closing Documents”)

on or before the Closing Date:

(i)

this Agreement, duly executed by the Purchaser;

(ii)

the Registration Rights Agreement, duly executed by the Purchaser; and

(iii)

such Investor’s Selling Stockholder Questionnaire set forth hereto.

(f)

Mechanics of Closing. Subject to such conditions set forth in this Agreement, the Closing shall occur by 5:00 p.m. Eastern time,

on the date provided for in Section 2.3(a) at the offices of the Company. On or before the Closing Date, the Purchaser shall deliver

to the Company the applicable Subscription Amount, with any cash portion to be delivered in cash or immediately available funds as consideration

for the purchase of the Preferred Shares pursuant to wire instructions delivered to the Purchaser by the Company, and the applicable

Purchaser Closing Documents. The Company shall deliver to the Purchaser all Company Closing Documents on or before the Closing Date.

ARTICLE

III

REPRESENTATIONS AND WARRANTIES

3.1

Representations and Warranties of the Company. Except as set forth under the corresponding section of the Disclosure Schedules, which

shall be deemed a part hereof and which shall not contain any material non-public information, the Company hereby represents and warrants

to, and as applicable covenants with, the Purchaser as of the date hereof:

(a)

Organization and Qualification. The Company and each of the direct and indirect subsidiaries of the Company listed on Schedule

3.1(a) (the “Subsidiaries”) is an entity duly organized, validly existing and in good standing under the laws

of its state of incorporation or formation. The Company and each of its Subsidiaries is duly qualified to do business, and is in good

standing in the states required due to (i) the ownership or lease of real or personal property for use in the operation of the Company’s

business or (ii) the nature of the business conducted by the Company, except where the failure to so qualify would not, individually

or in the aggregate, have a Material Adverse Effect. The Company and each of its Subsidiaries has all requisite power, right and authority

to own, operate and lease its properties and assets, to carry on its business as now conducted, to execute, deliver and perform its obligations

under this Agreement and the other Transaction Documents to which it is a party, and to carry out the transactions contemplated hereby

and thereby, subject to the Required Approvals. All actions on the part of the Company and its officers and directors necessary for the

authorization, execution, delivery and performance of this Agreement and the other Transaction Documents, the consummation of the transactions

contemplated hereby and thereby, and the performance of all of the Company’s obligations under this Agreement and the other Transaction

Documents have been taken or will be taken prior to the Closing. This Agreement has been, and the other Transaction Documents to which

the Company is a party on the Closing will be, duly executed and delivered by the Company, and this Agreement is, and each of the other

Transaction Documents to which it is a party on the Closing will be, a legal, valid and binding obligation of the Company, enforceable

against the Company in accordance with its terms, except as may be limited by bankruptcy, reorganization, insolvency, moratorium and

similar laws of general application relating to or affecting the enforcement of rights of creditors, and except as enforceability of

the obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding

in equity or law). All of the Subsidiaries and the Company’s ownership interests therein are set forth on Schedule 3.1(a).

The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any

Liens except Permitted Liens, and subject to the Required Approvals, and all of the issued and outstanding shares of capital stock of

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

securities.

(b)

Authority. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and

each of the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and

delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and

thereby, including, without limitation, the issuance of the Securities, have been duly authorized by the Board of Directors and no further

filing (other than a Form D with the SEC and any other filings as may be required by any state securities agencies, a Form 8-K and the

applicable Stockholder Approval and application regarding the listing of additional shares), consent, or authorization is required by

the Company, the Board of Directors or the Company’s stockholders. This Agreement and the other Transaction Documents have been

duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against

the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or

applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement

of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal

or state securities laws.

(c)

Capitalization. The capitalization of the Company is as set forth on Schedule 3.1(c). Upon the filing of the COD with the

Secretary of State of the Company’s jurisdiction of incorporation, with respect to payment of dividends and distribution of assets

upon liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, all Preferred Shares will rank: (i) senior

to all of the Company’s Common Stock and all other existing capital stock of the Company. As of the date hereof, the Company has

reserved from its duly authorized capital stock [_______] shares of Common Stock for issuance as

Conversion Shares and for issuance of the Warrant Shares. All of such outstanding shares are duly authorized and have been, or upon issuance

will be, validly issued and are fully paid and nonassessable. Except as disclosed in SEC Documents and/or in Schedule 3.1(c),

hereof: (i) none of the Company’s or any Subsidiary’s share capital is subject to preemptive rights or any other similar

rights or any liens or Encumbrances suffered or permitted by the Company or any subsidiary; (ii) other than as described in the SEC Documents,

there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating

to, or securities or rights convertible into, or exercisable or exchangeable for, any share capital of the Company or any of its subsidiaries,

or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue

additional share capital of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments

of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any share capital

of the Company or any of its subsidiaries; (iii) except for the Existing Debt and all other debt securities, notes, credit agreements,

credit facilities or other agreements, documents or instruments, there are no outstanding debt securities, notes, credit agreements,

credit facilities or other agreements, documents or instruments evidencing indebtedness of the Company or any of its subsidiaries or

by which the Company or any of its subsidiaries is or may become bound; (iv) other than with respect to the current indebtedness of the

Company or any of its subsidiaries, there are no financing statements securing obligations in any amounts filed in connection with the

Company or any of its subsidiaries; (v) there are no agreements or arrangements under which the Company or any of its subsidiaries is

obligated to register the sale of any of their securities under the Securities Act, except as listed on Schedule 3.1(c); (vi)

there are no outstanding securities or instruments of the Company or any of its subsidiaries which contain any redemption or similar

provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is

or may become bound to redeem a security of the Company or any of its subsidiaries; (vii) there are no securities or instruments containing

anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) neither the Company nor any Subsidiary

has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither

the Company nor any of its Subsidiaries has any liabilities or obligations required to be disclosed in the SEC Documents which are not

so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its subsidiaries’

respective businesses and which, individually or in the aggregate, do not or could not reasonably be expected to have a Material Adverse

Effect.

(d)

Consents. Neither the Company nor any of its Subsidiaries is required to obtain any consent from, authorization or order of, or

make any filing (other than a Form 8-K, Stockholder Approval, the Registration Rights Agreement and the applicable notification regarding

the listing of additional shares) or registration with, any court, governmental agency or any regulatory or self-regulatory agency or

any other Person in order for it to execute, deliver or perform any of its respective obligations under or contemplated by the Transaction

Documents, in each case, in accordance with the terms hereof or thereof. All consents, authorizations, orders, filings (other than a

Form 8-K and the applicable notification regarding the listing of additional shares) and registrations which the Company or any of its

subsidiaries is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the Closing Date

and neither the Company nor any of its Subsidiaries is aware of any facts or circumstances which might prevent the Company or any of

its subsidiaries from obtaining or effecting any of the registration, application or filings contemplated by the Transaction Documents.

As of the date of this Agreement, other than as disclosed in the SEC Documents, the Company is not in violation of the requirements of

the Principal Market and has no knowledge of any facts or circumstances which could reasonably lead to delisting or suspension of the

Common Stock in the foreseeable future.

(e)

Conflicts; Non-Contravention; No Violations. The execution, delivery and performance of the Transaction Documents by the Company

and the consummation by the Company of the transactions contemplated hereby and thereby will not (A) result in a violation of the Certificate

of Incorporation (as defined above) or other organizational documents of the Company or any of its Subsidiaries, any share capital of

the Company or any of its subsidiaries or Bylaws (as defined above) of the Company or any of its Subsidiaries, (B) conflict with, or

constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights

of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its

subsidiaries is a party, or (C) result in a violation of any law, rule, regulation, order, judgment or decree, including foreign, federal

and state securities laws and regulations and the rules and regulations of the Principal Market applicable to the Company or any of its

subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected except, in the case of

clause (B) or (C) above, to the extent such violations that could not reasonably be expected to have a Material Adverse Effect.

(f)

Taxes Related to the Securities. On each date the Company issues Securities to the Purchaser, all share transfer or other taxes

(other than income or similar taxes) which are required to be paid in connection with the issuance of the Securities hereunder on such

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

complied with.

(g)

SEC Documents; Financial Statements. The Company has, during the preceding 12 months, filed with the SEC all reports and other

materials required to be filed by Section 13 or 15(d) of the Exchange Act, as applicable (all of the foregoing filed prior to the date

hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference

therein being hereinafter referred to as the “SEC Documents”). As of their respective dates, the SEC Documents complied

in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable

to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material

fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light

of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company

included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published

rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared

in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be

otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent

they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position

of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case

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

is no event, pending event or threatened event that could result in the Company not filing with the SEC all reports and other materials

required to be filed by Section 13 or 15(d) of the Exchange Act, as applicable, in compliance in all material respects with the requirements

of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such filings.

(h)

No Material Non-Public Information. The Company confirms that neither it nor any other Person acting on its behalf has provided

the Purchaser or its agents or counsel with any information that constitutes or could reasonably be expected to constitute material,

non-public information concerning the Company or any of its subsidiaries, other than the existence of the transactions contemplated by

this Agreement and the Transaction Documents. The Company understands and confirms that the Purchaser will rely on the foregoing representations

in effecting transactions in securities of the Company. To the knowledge of the Company after reasonable inquiry, all disclosures provided

to the Purchaser regarding the Company and its subsidiaries, their businesses and the transactions contemplated hereby, including the

schedules to this Agreement, furnished by or on behalf of the Company or any of its subsidiaries is true and correct in all material

respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the

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

(i)

Valid Issuance of Issuable Shares. The issuance of each of the Preferred Shares, Conversion Shares and Warrant Shares are duly

authorized and, upon issuance in accordance with the terms of this Agreement, the COD and the Warrant, as applicable, will be validly

issued, fully paid and non-assessable and free and clear of all liens, Encumbrances and rights of refusal of any kind, subject to Stockholder

Approval. The issuance of the Warrant is duly authorized by the Company and, when executed and delivered by the Company, will be a valid

and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof

may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies

of creditors or by general equitable principles.

(j)

Certain Fees. Except for fees payable by the Company for legal expenses, no brokerage or finder’s fees or commissions are

or will be payable by the Company or any of its subsidiaries to any broker, financial advisor or consultant, finder, placement agent,

investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents. The Purchaser shall

have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated

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

(k)

Acknowledgement of Dilution. The Company acknowledges and agrees that (i) the issuance of the Issuable Shares pursuant to this

Agreement may have a dilutive effect, which may be substantial, (ii) neither the Company nor any of the Company’s Affiliates has

or will provide the Purchaser with any material non-public information regarding the Company or its securities, and (iii) the Purchaser

has no obligation of confidentiality to the Company and may sell any of its Issuable Shares issued pursuant to this Agreement at any

time but subject to compliance with applicable laws and regulations.

(l)

Status of the Purchaser. The Company acknowledges and agrees that with respect to this Agreement and the transactions contemplated

hereby, (i) the Purchaser is acting solely in an arm’s length capacity, (ii) the Purchaser does not make and has not made any representations

or warranties, other than those specifically set forth in this Agreement, (iii) except as set forth in this Agreement, the Company’s

obligations hereunder are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless

of any claim the Company may have against the Purchaser, (iv) the Purchaser has not and is not acting as a legal, financial, accounting

or tax advisor to the Company, or agent or fiduciary of the Company, or in any similar capacity, and (v) any statement made by the Purchaser

or any of the Purchaser’s representatives, agents or attorneys is not advice or a recommendation to the Company.

(m)

Listing and Maintenance Requirements; Principal Market Regulation.

(i)

The Common Stock is registered pursuant to Section 12(b) of the Exchange Act, and the Company has taken no action designed to, or which

to its Knowledge is likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act nor has the

Company received any notification that the SEC is contemplating terminating such registration. The Company’s Common Stock is listed

on the Principal Market, and no suspension of trading of the Company’s Common Stock on the Principal Market is in effect. Except

as disclosed in the SEC Documents, the Company has not, in the 12 months preceding the date hereof, received notice from any Principal

Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance with the listing

or maintenance requirements of such Principal Market, and the Company is, and has no reason to believe that it will not in the foreseeable

future continue to be, in compliance with all such listing and maintenance requirements.

(ii)

The Company shall not permit the Preferred Shares to have any conversion or voting rights, or issue any shares of Common Stock or Common

Stock Equivalents pursuant to this Agreement or the other Transaction Documents, to the extent that, after giving effect thereto, the

aggregate number of shares of Common Stock issued or issuable pursuant to this Agreement and the Transaction Documents would exceed the

Exchange Cap, unless and until the Company has obtained Stockholder Approval in accordance with the applicable rules and regulations

of the Principal Market. For the avoidance of doubt, the Preferred Shares shall be issued at the Closing in accordance with Section 2.3,

and shall be convertible and shall have voting power upon issuance, except that such Preferred Shares shall not be convertible into,

or carry voting power with respect to, shares of Common Stock (i) until receipt of Stockholder Approval, in excess of the Exchange Cap,

and (ii) at any time, in excess of the Beneficial Ownership Limitation, in each case as and to the extent set forth in the COD.

(n)

Shell Company Status. As of the last 12 months, the Company is not an issuer identified in, or subject to, Rule 144(i) under the

Securities Act.

(o)

DTC Eligibility. The Company, through its Transfer Agent, currently participates in the DTC Fast Automated Securities Transfer

(“FAST”) Program and utilizes DTC’s Deposit/Withdrawal at Custodian (“DWAC”) service, and

the shares of Common Stock may be issued and transferred electronically to third parties via DTC’s DWAC service. The Company has

not, in the 12 months preceding the date of this Agreement, received any notice from DTC to the effect that a suspension of, or restriction

on, accepting additional deposits of the shares of Common Stock, or electronic trading or settlement services with respect to the shares

of Common Stock are being imposed or are contemplated by DTC.

(p)

No Anti-Takeover Provisions. The Company and its board of directors have taken all necessary action, if any, in order to render

inapplicable any control share acquisition, interested stockholder, business combination, or other similar antitakeover provision under

the Certificate of Incorporation, Bylaws or other organizational documents of the Company, as currently in effect, or the laws of the

jurisdiction of its incorporation or otherwise which is or could become applicable as a result of the transactions contemplated by this

Agreement, including, without limitation, the Company’s issuance of Securities hereunder and the Purchaser’s ownership of

such Securities, together with all other securities now or hereafter owned or acquired by the Purchaser. The Company and its board of

directors have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement

relating to accumulations of beneficial ownership of Issuable Shares or a change in control of the Company or any of its Subsidiaries.

Until the earlier of the time that the Purchaser no longer beneficially owns any Issuable Shares, the Board of Directors shall not adopt

any anti-takeover provision, including without limitation any stockholder rights plan or similar arrangement relating to accumulations

of beneficial ownership of Common Stock, that would limit the ability of Purchaser to acquire or hold Issuable Shares in accordance with

this Agreement, without the Purchaser’s written consent.

(q)

Blue Sky Matters. The Company shall take such action as the Purchaser shall reasonably determine is necessary in order to qualify

the Securities issuable to the Purchaser hereunder under applicable securities or “blue sky” laws of the states of the United

States for the issuance to the Purchaser hereunder and for resale by the Purchaser to the public (or to obtain an exemption from such

qualification). Without limiting any other obligation of the Company hereunder, the Company shall timely make all filings and reports

relating to the offer and issuance of such Securities required under all applicable securities laws (including, without limitation, all

applicable federal securities laws and all applicable state securities or “blue sky” laws), and the Company shall comply

with all applicable federal, state, local and foreign laws, statutes, rules, regulations and the like relating to the offering and issuance

of such Securities to the Purchaser.

(r)

Litigation. There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the Knowledge of

the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties except as set forth in

Schedule 3.1(r), or against or affecting the Company’s current or former officers or directors in their capacity as such,

before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign)

(collectively, an “Action”) which (i) adversely affects or challenges the legality, validity or enforceability of

any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected

to result in a Material Adverse Effect, and neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been

the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach

of fiduciary duty. There has not been, and to the Knowledge of the Company, there is not pending or contemplated, any investigation by

the SEC involving the Company or any current or former director or officer of the Company that is likely to lead to action that can reasonably

be expected to result in a Material Adverse Effect. There has not been, and to the Knowledge of the Company, there is not pending or

contemplated, any investigation by the SEC involving the Company or any current or former director or officer of the Company. The SEC

has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary

under the Exchange Act or the Securities Act.

(s)

No Defaults. Except as disclosed in SEC Documents and/or in Schedule 3.1(s) hereof, the Company is not in a default under,

or has given to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument

to which the Company or any of its subsidiaries is a party.

(t)

Employee Relations. Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or employs

any member of a union. The Company believes that its and its Subsidiaries’ relations with their respective employees are good.

The Company and its Subsidiaries are in compliance with all federal, state, local and foreign laws and regulations respecting labor,

employment and employment practices and benefits, terms and conditions of employment and wages and hours, except as disclosed in Schedule

3.1(t) or where failure to be in compliance would not, either individually or in the aggregate, reasonably be expected to result

in a Material Adverse Effect.

(u)

Tax Matters.

(i)

All Tax Returns required to be filed by or on behalf of the Company have been duly and timely filed with the appropriate Taxing Authority

in all jurisdictions in which such Tax Returns are required to be filed (after giving effect to any valid extensions of time in which

to make such filings), and all such Tax Returns are true, complete and correct in all material respects. All Taxes payable by or on behalf

of the Company (whether or not shown on any Tax Return) have been fully and timely paid. With respect to any period for which Tax Returns

have not yet been filed or for which Taxes are not yet due or owing, the Company has made due and sufficient accruals for such Taxes

in the GAAP Financial Statements and in its books and records. All required estimated Tax payments sufficient to avoid any underpayment

penalties or interest have been made by or on behalf of the Company. The Company has complied in all material respects with all applicable

Legal Requirements relating to the payment and withholding of Taxes in connection with amounts paid or owing to any employee, independent

contractor, creditor, equity owner or other third party and has duly and timely withheld and paid over to the appropriate Taxing Authority

all amounts required to be so withheld and paid under all applicable Legal Requirements.

(ii)

The Company has not (i) requested any extension of time within which to file any Tax Return, which Tax Return has since not been filed,

(ii) granted any extension for the assessment or collection of Taxes, which Taxes have not since been paid, or (iii) granted to any Person

any power of attorney that is currently in force with respect to any Tax matter. The Company is not a foreign person within the meaning

of Sections 7701(a)(1) and 7701(a)(5) of the Code. The Company has never been a shareholder of any consolidated, combined, affiliated

or unitary group of corporations for any Tax purposes. The Company is not a party to any Tax allocation or Tax sharing agreement nor

has any liability for the Taxes of any Person under Treasury Regulation Section 1.1502-6(a) (or any predecessor or successor thereof

of any analogous or similar provision under Legal Requirement), as a transferee or successor, by contract, or otherwise.

(iii)

The Company has not made any payments, is not obligated to make any payments, or is not a party to any agreement that obligates it to

make any payments that are not deductible under Section 280G of the Code. The Company has not been a United States real property holding

corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(a)(ii) of

the Code.

(v)

Indebtedness and Other Contracts. Except as set forth on Schedule 3.1(v), neither the Company nor any of its Subsidiaries

(i) has any outstanding Indebtedness (as defined below), (ii) is a party to any contract, agreement or instrument, the violation of which,

or default under which, by the other party(ies) to such contract, agreement or instrument could reasonably be expected to result in a

Material Adverse Effect, (iii) is in violation of any term of, or in default under, any contract, agreement or instrument relating to

any Indebtedness, except where such violations and defaults would not result, individually or in the aggregate, in a Material Adverse

Effect, or (iv) is a party to any contract, agreement or instrument relating to any Indebtedness, the performance of which, in the judgment

of the Company’s officers, has or is expected to have a Material Adverse Effect. For purposes of this Agreement: (x) “Indebtedness”

of any Person means, without duplication (A) all indebtedness for borrowed money, (B) all obligations issued, undertaken or assumed as

the deferred purchase price of property or services (including, without limitation, “capital leases” in accordance with generally

accepted accounting principles) (other than trade payables entered into in the ordinary course of business), (C) all reimbursement or

payment obligations with respect to letters of credit, surety bonds and other similar instruments, (D) all obligations evidenced by notes,

bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property,

assets or businesses, (E) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred

as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the

rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property),

(F) all monetary obligations under any leasing or similar arrangement which, in connection with generally accepted accounting principles,

consistently applied for the periods covered thereby, is classified as a capital lease, (G) all indebtedness referred to in clauses (A)

through (F) above secured by (or for which the holder of such indebtedness has an existing right, contingent or otherwise, to be secured

by) any mortgage, claim, lien, tax, right of first refusal, pledge, charge, security interest or other encumbrance upon or in any property

or assets (including accounts and contract rights) owned by any Person, even though the Person which owns such assets or property has

not assumed or become liable for the payment of such indebtedness, and (H) all Contingent Obligations in respect of indebtedness or obligations

of others of the kinds referred to in clauses (A) through (G) above.

(w)

Absence of Certain Changes. Other than as disclosed in the SEC Documents, since the date of the Company’s most recent audited

financial statements contained in a Form 10-K, there has been no material adverse change and no material adverse development in the business,

assets, liabilities, properties, operations (including results thereof), condition (financial or otherwise) or prospects of the Company

or any of its Subsidiaries. Except as disclosed in the SEC Documents, since the date of the Company’s most recent audited financial

statements contained in a Form 10-K, neither the Company nor any of its Subsidiaries has (i) declared or paid any dividends, (ii) sold

any assets, individually or in the aggregate, outside of the ordinary course of business or (iii) made any capital expenditures, individually

or in the aggregate, outside of the ordinary course of business. Neither the Company nor any of its Subsidiaries has taken any steps

to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding

up, nor does the Company or any Subsidiary have any knowledge or reason to believe that any of their respective creditors intend to initiate

involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and

its Subsidiaries, on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby

to occur at the Closing, will not be Insolvent (as defined below). For purposes of this Section 3.1(w), “Insolvent”

means, with respect to the Company and its Subsidiaries, on a consolidated basis, (A) the present fair saleable value of the Company’s

and its Subsidiaries’ assets is less than the amount required to pay the Company’s and its Subsidiaries’ total indebtedness,

(B) the Company and its Subsidiaries are unable to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts

and liabilities become absolute and matured or (C) the Company and its Subsidiaries intend to incur or believe that they will incur debts

that would be beyond their ability to pay as such debts mature. Neither the Company nor any of its Subsidiaries has engaged in any business

or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s or such Subsidiary’s

remaining assets constitute unreasonably small capital with which to conduct the business in which it is engaged as such business is

now conducted and is proposed to be conducted.

(x)

No Undisclosed Events, Liabilities, Developments or Circumstances. Since the date of the latest audited financial statements included

within the SEC Reports, except as set forth in the SEC Documents: (i) there has been no event, occurrence or development that has had

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

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

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

in the SEC Documents, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend

or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any

shares of its capital stock and (v) except as set forth on Schedule 3.1(x), the Company has not issued any equity securities to

any officer, director or Affiliate. The Company does not have pending before the SEC any request for confidential treatment of information.

Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(x), no event, liability,

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

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

to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been

publicly disclosed at least two Trading Days prior to the date that this representation is made.

(y)

No Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer,

other officer of the Company participating in the Transaction contemplated hereby, any beneficial owner of 20% or more of the Company’s

outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405

under the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person”)

is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act

(a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company

has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.

(z)

General Solicitation. None of the Company, any of its Affiliates or any person acting on behalf of the Company or such Affiliate

will solicit any offer to buy or offer or sell the Securities by means of any form of general solicitation or general advertising within

the meaning of Regulation D, including: (i) any advertisement, article, notice or other communication published in any newspaper, magazine

or similar medium or broadcast over television or radio; and (ii) any seminar or meeting whose attendees have been invited by any general

solicitation or general advertising.

(aa)

Compliance. Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that

has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor

has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture,

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

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

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

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

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

reasonably be expected to result in a Material Adverse Effect.

(bb)

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

the appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as described

in the SEC Documents, except where the failure to possess such permits could not reasonably be expected to result in a Material Adverse

Effect (“Material Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating

to the revocation or modification of any Material Permit.

(cc)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property (if any) owned

by them and good and marketable title in all personal property owned by them that is material to the business of the Company and the

Subsidiaries, in each case free and clear of all Liens, except as set forth on Schedule 3.1(cc) and except for (i) Liens as do

not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property

by the Company and the Subsidiaries and (ii) Liens for the payment of federal, state or other taxes, for which appropriate reserves have

been made in accordance with GAAP and the payment of which is neither delinquent nor subject to penalties. Any real property and facilities

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

and the Subsidiaries are in compliance, or where the failure of a lease to be enforceable would not result in a Material Adverse Effect.

(dd)

Intellectual Property.

(i)

The term “Intellectual Property Rights” includes:

(A)

the name of the Company and each Subsidiary, all fictional business names, trading names, registered and unregistered trademarks, service

marks, and applications of the Company and each Subsidiary (collectively, “Marks”);

(B)

all patents, patent applications, and inventions and discoveries that may be patentable of the Company and each Subsidiary (collectively,

“Patents”);

(C)

all copyrights in both unpublished works and published works of the Company and each Subsidiary (collectively, “Copyrights”);

(D)

all rights in mask works of the Company and each Subsidiary (collectively, “Rights in Mask Works”); and

(E)

all know-how, trade secrets, confidential information, customer lists, software, technical information, data, process technology, plans,

drawings, and blue prints (collectively, “Trade Secrets”); owned, used, or licensed by the Company and each Subsidiary

as licensee or licensor.

(ii)

Agreements. Except as set forth on Schedule 3.1(dd), there are no outstanding and, to the Company’s Knowledge, no

threatened disputes or disagreements with respect to any agreements relating to any Intellectual Property Rights to which the Company

is a party or by which the Company is bound.

(iii)

Know-How Necessary for the Business. The Intellectual Property Rights are all those necessary for the operation of the Company’s

businesses as it is currently conducted. The Company is the owner of all right, title, and interest in and to each of the Intellectual

Property Rights, except as set forth on Schedule 3.1(dd), free and clear of all liens, security interests, charges, encumbrances,

equities, and other adverse claims, and has the right to use all of the Intellectual Property Rights. To the Company’s Knowledge,

no employee of the Company has entered into any contract that restricts or limits in any way the scope or type of work in which the employee

may be engaged or requires the employee to transfer, assign, or disclose information concerning his work to anyone other than of the

Company.

(iv)

Patents. The Company is the owner of, or has acquired the right and maintains the right to use, all right, title and interest

in and to each of the Patents, free and clear of all Liens and other adverse claims. All of the issued Patents are currently in compliance

with formal legal requirements (including payment of filing, examination, and maintenance fees and proofs of working or use), are valid

and enforceable, and are not subject to any maintenance fees or taxes or actions falling due within 90 days after the Closing Date. No

Patent has been or is now involved in any interference, reissue, reexamination, or opposition proceeding. To the Company’s Knowledge

except as set forth in Schedule 3.1(dd): (1) there is no potentially interfering patent or patent application of any third party,

and (2) no Patent is infringed or has been challenged or threatened in any way. To the Company’s Knowledge, none of the products

manufactured and sold, nor any process or know-how used, by the Company infringes or is alleged to infringe any patent or other proprietary

right of any other Person.

(v)

Trademarks. The Company is the owner of all right, title, and interest in and to each of the Marks, free and clear of all Liens

and other adverse claims. All Marks that have been registered with the United States Patent and Trademark Office are currently in compliance

with all formal legal requirements (including the timely post-registration filing of affidavits of use and incontestability and renewal

applications), are valid and enforceable, and except as set forth on Schedule 3.1(dd) are not subject to any maintenance fees

or taxes or actions falling due within 90 days after the Closing Date. Except as set forth in Schedule 3.1(w), no Mark has been

or is now involved in any opposition, invalidation, or cancellation and, to the Company’s Knowledge, no such action is threatened

with respect to any of the Marks. To the Company’s Knowledge: (1) there is no potentially interfering trademark or trademark application

of any third party, and (2) no Mark is infringed or has been challenged or threatened in any way. To the Company’s Knowledge, none

of the Marks used by the Company infringes or is alleged to infringe any trade name, trademark, or service mark of any third party.

(vi)

Copyrights. The Company is the owner of all rights, title, and interest in and to each of the Copyrights, free and clear of all

Liens and other adverse claims. All the Copyrights have been registered and are currently in compliance with formal requirements, are

valid and enforceable, and are not subject to any maintenance fees or taxes or actions falling due within ninety days after the date

of the Closing. To the Company’s Knowledge, no Copyright is infringed or has been challenged or threatened in any way. To the Company’s

Knowledge, none of the subject matter of any of the Copyrights infringes or is alleged to infringe any copyright of any third party or

is a derivative work based on the work of a third party. All works encompassed by the Copyrights have been marked with the proper copyright

notice.

(vii)

Trade Secrets. With respect to each Trade Secret, the documentation relating to such Trade Secret is current, accurate, and sufficient

in detail and content to identify and explain it and to allow its full and proper use without reliance on the Knowledge or memory of

any individual. The Company has taken all reasonable precautions to protect the secrecy, confidentiality, and value of its Trade Secrets.

The Company has good title and an absolute and exclusive right to use the Trade Secrets. The Trade Secrets are not part of the public

knowledge or literature, and, to the Company’s Knowledge, have not been used, divulged, or appropriated either for the benefit

of any Person (other the Company) or to the detriment of the Company, except as disclosed on Schedule 3.1(dd). No Trade Secret

is subject to any adverse claim or has been challenged or threatened in any way.

(ee)

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

terms of such stock option plan and (ii) with an exercise price at least equal to the fair market value of the Common Stock on the date

such stock option would be considered granted under GAAP and applicable law. No stock option granted under any stock option plan has

been backdated. The Company has not knowingly granted, and there is no and has been no Company policy or practice to knowingly grant,

stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the release or other public announcement of

material information regarding the Company or its Subsidiaries or their financial results or prospects.

(ff)

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

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

Assets Control of the U.S. Treasury Department (“OFAC”).

(gg)

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

all material respects with applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting

Act of 1970, as amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money

Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any

arbitrator involving the Company or any Subsidiary with respect to the Money Laundering Laws is pending or, to the Knowledge of the Company

or any Subsidiary, threatened.

(hh)

No Integrated Transaction. Assuming the accuracy of the Purchaser’s representations and warranties set forth in Section

3.2, neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any

offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the

Securities to be integrated with prior offerings by the Company for purposes of: (i) the Securities Act which would require the registration

of any such securities under the Securities Act, or (ii) any applicable Stockholder Approval provisions of the Principal Market on which

any of the securities of the Company are listed or designated.

(ii)

Sarbanes-Oxley; Internal Accounting Controls. The Company and the Subsidiaries are in material compliance with any and all applicable

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

promulgated by the SEC thereunder that are effective as of the date hereof and as of the Closing Date. The Company and the Subsidiaries

maintain a system of internal accounting controls sufficient to provide reasonable assurance that, except as set forth in the SEC Documents:

(i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded

as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access

to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability

for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and

15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required

to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded.

(jj)

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

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

but not limited to, directors and officers insurance coverage at least equal to the Subscription Amount, except as set forth on Schedule

3.1(jj). Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance

coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business

without a significant increase in cost.

(kk)

Disclosure. All of the disclosure furnished by or on behalf of the Company to the Purchaser regarding the Company and its Subsidiaries,

their respective businesses and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, when taken

together as a whole, is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact

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

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

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

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

and agrees that the Purchaser neither makes nor has made any representations or warranties with respect to the transactions contemplated

hereby other than those specifically set forth herein.

(ll)

Solvency. Based on the consolidated financial condition of the Company as of the Closing Date, and the Company’s good faith

estimate of the fair market value of its assets, after giving effect to the receipt by the Company of the proceeds from the sale of the

Securities hereunder: (i) the fair saleable value of the Company’s assets exceeds the amount that will be required to be paid on

or in respect of the Company’s existing debts and other liabilities (including known contingent liabilities) as they mature, (ii)

the Company’s assets do not constitute unreasonably small capital to carry on its business as now conducted and as proposed to

be conducted including its capital needs taking into account the particular capital requirements of the business conducted by the Company,

consolidated and projected capital requirements and capital availability thereof, and (iii) the current cash flow of the Company, together

with the proceeds the Company would receive, were it to liquidate all of its assets, after taking into account all anticipated uses of

the cash, would be sufficient to pay all amounts on or in respect of its liabilities when such amounts are required to be paid. The Company

does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash

to be payable on or in respect of its debt). The Company has no Knowledge of any facts or circumstances which lead it to believe that

it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the

Closing Date. Schedule 3.1(ll) sets forth as of the date hereof all outstanding liens and secured and unsecured Indebtedness of

the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. Except as disclosed on Schedule 3.1(jj),

neither the Company nor any Subsidiary is in default with respect to any Indebtedness.

(mm)

Foreign Corrupt Practices. Neither the Company nor any Subsidiary, nor to the Knowledge of the Company or any Subsidiary, any

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

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

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

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

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

(nn)

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

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

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

5% or more of the outstanding shares of any class of voting securities or 25% or more of the total equity of a bank or any entity that

is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries or Affiliates exercises

a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the

Federal Reserve.

(oo)

Accountants and Lawyers. The Company’s independent registered public accounting firm is set forth on Schedule 3.1(oo).

To the Knowledge and belief of the Company, such accounting firm: (i) is an independent registered public accounting firm and (ii) has

expressed its opinion with respect to the financial statements included in the Company’s Annual Report for the fiscal year ended

December 31, 2025. 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.

(pp)

Material Agreements. Except for the Transaction Documents (with respect to clause (i) only) or as set forth on Schedule 3.1(mm)

hereto, or as would not be reasonably likely to have a Material Adverse Effect, (i) the Company and each of its Subsidiaries have performed

all obligations required to be performed by them to date under any Material Agreement, (ii) neither the Company nor any of its Subsidiaries

has received any notice of default under any Material Agreement and, (iii) to the best of the Company’s Knowledge, neither the

Company nor any of its Subsidiaries is in default under any Material Agreement now in effect.

(qq)

Promotional Stock Activities. To the knowledge of the Company, neither the Company, its officers, its directors, nor any Affiliates

or agents of the Company have engaged in any stock promotional activity that could give rise to a complaint, inquiry, or trading suspension

by the SEC alleging (i) a violation of the anti-fraud provisions of the federal securities laws, (ii) violations of the anti-touting

provisions, (iii) improper gun-jumping; or (iv) promotion without proper disclosure of compensation.

(rr)

No “Off-balance Sheet Arrangements.” Other than as set forth in Schedule 3.1(rr), neither the Company nor any

of its Affiliates is involved in any “Off-balance Sheet Arrangements”. For purposes hereof an “Off-balance Sheet

Arrangement” means any transaction or contract to which an entity unconsolidated with the Company or any of its Affiliates is a

party and under which either the Company or any such Affiliate has: (i) any obligation under a guarantee contract pursuant to which the

Company or any of its Affiliates could be required to make payments to the guaranteed party, including any standby letter of credit,

market value guarantee, performance guarantee, indemnification agreement, keep-well or other support agreement; (ii) any retained or

contingent interest in assets transferred to such unconsolidated entity that serves as credit, liquidity or market risk support to the

entity in respect of such assets; (iii) any variable interest held in such unconsolidated entity where such entity provides financing,

liquidity, market risk or credit risk support to, or engages in leasing, hedging or research and development services with the Company

of any of its Affiliates; and (iv) any liability or obligation of the same nature as those described in clauses (i) through (iii) of

this sentence even if of a different name (whether absolute, accrued, contingent or otherwise) that would not be required to be reflected

in the Company or any of its Affiliates’ financial statements.

(ss)

Full Disclosure. No representation or warranty by the Company in this Agreement and no statement contained in the Disclosure Schedules

to this Agreement or any certificate or other document furnished or to be furnished to the Purchaser pursuant to this Agreement contains

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

of the circumstances in which they are made, not misleading.

3.2

Representations and Warranties of the Purchaser. The Purchaser hereby represents and warrants to, and as applicable covenants with,

the Company as of the date hereof and as of the Closing:

(a)

Authority. The Purchaser has all necessary corporate power and authority to execute and deliver the Transaction Documents, to

perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this

Agreement and the Transaction Documents by the Purchaser, and the consummation by the Purchaser of the transactions contemplated hereby

have been duly and validly authorized by its managing member, and no other company proceedings on the part of the Purchaser are necessary

to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement and the Transaction Documents have

been duly validly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by the Company, constitute

a legally valid and binding obligation of the Purchaser, each enforceable against the Purchaser in accordance with its terms (except

as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other

similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity, whether considered

in a proceeding in equity or at law).

(b)

No Conflict. None of the execution, delivery or performance of the Transaction Documents by the Purchaser, the consummation by

the Purchaser of the transactions contemplated by this Agreement, or compliance by the Purchaser with any of the provisions of this Agreement

will (with or without notice or lapse of time, or both): (a) conflict with or violate any provision of the organizational or governing

documents of the Purchaser, or (b) assuming that all consents, approvals, authorizations and permits described in Section 3.1(d) have

been obtained and all filings and notifications described in Section 3.1(d) have been made and any waiting periods thereunder have terminated

or expired, conflict with or violate any law applicable to the Purchaser, except, with respect to clause (b), for any such conflicts,

violations, consents, breaches, losses, defaults, other occurrences which, individually or in the aggregate, have not had a material

adverse effect on the ability of the Purchaser to perform its obligations hereunder.

(c)

Information in the Form 8-K and Registration Statement. The information supplied by the Purchaser in writing expressly for inclusion

or incorporation by reference in the Form 8-K (as hereinafter defined), the Registration Statement, and any amendment thereof or supplement

thereto, will not, on the date submitted to the Company, contain any untrue statement of a material fact or omit to state any material

fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which

they are made, not misleading; provided, that such information shall only consist the name, address and other information that is required

to be provided in the Form 8-K and Registration Statement for purposes of identifying the Purchaser.

(d)

No Litigation. There are no actions, suits, arbitrations, mediations, proceedings or claims pending or, to the reasonable knowledge

of the Purchaser, threatened against Purchaser that seeks to restrain or enjoin the consummation of the transactions contemplated hereby.

(e)

Securities Act Representations.

(i)

Restricted Shares. The Purchaser represents that it understands that except as provided herein or in the Registration Rights Agreement,

the Securities to be sold to it pursuant to this Agreement will not be registered pursuant to the registration requirements of the Securities

Act and that the resale of such Securities is subject to certain restrictions hereunder and under federal and state securities laws.

The Purchaser represents that it is acquiring such Securities for its own account, not as a nominee or agent, and not with a view to

the distribution thereof in violation of applicable securities laws. The Purchaser further represents that it has been advised and understands

that to the extent such Securities have not been registered under the Securities Act, such Securities must be held indefinitely unless

(i) the resale of such Securities has been registered under the Securities Act, (ii) a sale of such Securities is made in conformity

with the holding period, volume and other limitations of Rule 144 promulgated by the SEC under the Securities Act, or (iii) in the opinion

of counsel reasonably acceptable to the Company, some other exemption from registration is available with respect to any proposed sale,

transfer or other disposition of such Securities.

(ii)

Legend. The Purchaser represents that it has been advised and understands that, subject to applicable securities laws, stop transfer

instructions will be given to the Company’s Transfer Agent with respect to the Securities and that a legend, substantially in the

form provided for in Section 4.1(b) hereof, setting forth the restrictions on transfer will be set forth on the certificates for the

Issuable Shares or any substitutions therefor.

(iii)

Accredited Investor. The Purchaser is an accredited investor (as such term is defined in Regulation D under the Securities Act).

(iv)

Affiliate Status. As of the date of this Agreement and during the 90 calendar days prior to the date of this Agreement, neither

the Purchaser nor any Affiliate thereof is or was an officer, director, or 10% or more stockholder of the Company.

(v)

Certain Fees. Purchaser represents that it has not paid, and shall not pay, any commissions or other remuneration, directly or

indirectly, to any third party for the solicitation of any transaction contemplated by this Agreement and no additional consideration

from the Purchaser was received or will be received by the Company for the Securities.

(vi)

Absence of Reliance. Purchaser understands and acknowledges that the issuance and transfer to it of the Securities has not been

reviewed by the SEC or any state securities regulatory authority because such transaction is intended to be exempt from the registration

requirements of the Securities Act, and applicable state securities laws. Purchaser understands that the Company is relying upon the

truth and accuracy of, and Purchaser’s compliance with, the representations, warranties, acknowledgments and understandings of

Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of Purchaser to acquire the

Securities.

(vii)

Status of Purchaser. Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating

the merits and risks of Purchaser’s investment in the Company through Purchaser’s acquisition of the Securities. The Purchaser

is able to bear the economic risk of its investment in the Company through Purchaser’s acquisition of the Securities for an indefinite

period of time. The Purchaser acknowledges that it, either alone or together with its professional advisors, has the capacity to protect

its own interests in connection with the transactions contemplated hereby.

(viii)

No General Solicitation. The Purchaser represents and warrants that it was not induced to invest in the Company (pursuant to the

issuance to it of the Securities) by any form of general solicitation or general advertising, including, but not limited to, the following:

(a) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media (including via the

Internet) or broadcast over the news or radio or (b) any seminar or meeting whose attendees were invited by any general solicitation

or advertising.

(ix)

No Short Sales. Purchaser agrees that neither it nor its Affiliates, agents or representatives shall at any time engage in any

Short Sales of the Company’s Common Stock or any other of the Company’s securities.

(x)

Acknowledgement of Receipt of Information. The Purchaser has had an opportunity to ask questions and receive answers and materials,

and to discuss the business of the Company and its subsidiaries and related matters, with certain key officers of the Company and its

subsidiaries regarding the transactions contemplated hereby. The Purchaser hereby acknowledges and agrees that other than the Company’s

representations and warranties set forth in Section 3.1 hereof, neither the Company nor any of its representatives makes or has made

any representation or warranty, express or implied, at law or in equity, with respect to the business of the Company or any subsidiary

thereof nor with respect to the Issuable Shares.

(f)

Certificates evidencing Securities shall not be required to contain the legend set forth in Section 4.1 below or any other legend (i)

while a registration statement covering the resale of such Securities is effective under the Securities Act, (ii) following any sale

of such Securities pursuant to Rule 144 (assuming the transferor is not an affiliate of the Company), (iii) if such Securities are eligible

to be sold, assigned or transferred under Rule 144 (provided that the Purchaser provides the Company with reasonable assurances that

such Securities are eligible for sale, assignment or transfer under Rule 144 which shall not include an opinion of the Purchaser’s

counsel), (iv) in connection with a sale, assignment or other transfer (other than under Rule 144), provided that the Purchaser provides

the Company with an opinion of counsel, in a generally acceptable form, to the effect that such sale, assignment or transfer of the Securities

may be made without registration under the applicable requirements of the Securities Act or (v) if such legend is not required under

applicable requirements of the Securities Act (including, without limitation, controlling judicial interpretations and pronouncements

issued by the SEC). If a legend is not required pursuant to the foregoing, the Company shall no later than 9:00 a.m. the next Trading

Day following the delivery by the Purchaser to the Company or the transfer agent (with notice to the Company) of a legended certificate

representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect

the reissuance and/or transfer, if applicable), together with any other deliveries from the Purchaser as may be required below in this

Section 4.1 (i), as directed by the Purchaser, either: (A) provided that the Company’s transfer agent is participating in the DTC

Fast Automated Securities Transfer Program and the Securities are Conversion Shares, credit the aggregate number of Conversion Shares

to which the Purchaser shall be entitled to the Purchaser’s or its designee’s balance account with DTC through its Deposit

and Withdrawal at Custodian system or (B) if the Company’s transfer agent is not participating in the DTC Fast Automated Securities

Transfer Program, issue and deliver (via reputable overnight courier) to the Purchaser, a certificate representing such Securities that

is free from all restrictive and other legends, registered in the name of the Purchaser or its designee. The Company shall be responsible

for any transfer agent fees, fees of legal counsel to the Company or DTC fees with respect to any issuance of Securities or the removal

of any legends with respect to any Securities in accordance herewith.

(g)

the Purchaser understands that neither the SEC nor any state securities commission has approved the Securities or passed upon or endorsed

the merits of the Transaction. There is no government or other insurance covering any of the Securities.

(h)

The Purchaser has taken no action that would give rise to any claim by any person for brokerage commissions, finders’ fees or the

like relating to this Agreement or the transactions contemplated hereby.

(i)

The Purchaser and the Purchaser’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the

“Advisors”) has such knowledge and experience in financial and business matters as to be capable of evaluating the

merits and risks of a prospective investment in the Securities. The Purchaser has not been organized solely for the purpose of acquiring

the Securities. The Purchaser is not relying on the Company or any of its employees, agents, or advisors with respect to the legal, tax,

economic and related considerations of an investment in the Securities, and the Purchaser has relied on the advice of, or has consulted

with, only its own Advisors.

(j)

No oral or written representations have been made, or oral or written information furnished, to the Purchaser or its Advisors, if any,

in connection with the Transaction that are in any way inconsistent with the information contained herein.

ARTICLE

COVENANTS

4.1

Transfer Restrictions.

(a)

The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities

other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of the Purchaser or in connection

with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion

of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably

satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the

Securities Act. As a condition of such transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement

and the other applicable Transaction Documents and shall have the rights and obligations of the Purchaser under this Agreement.

(b)

The Purchaser agrees to the imprinting, so long as is required by this Section 4.1, of a legend on the Securities in the following form:

“NEITHER

THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE

OR EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES

MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES

UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY

ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE

144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT

OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

The

Company acknowledges and agrees that, the Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered

broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited investor”

as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and the other applicable

Transaction Documents and, if required under the terms of such arrangement, the Purchaser may transfer pledged or secured Securities

into the name of the pledgees or secured parties, in their respective capacities as such. Such a pledge or transfer would not be subject

to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection

therewith. Further, no notice shall be required of such pledge. At the appropriate Purchaser’s expense, the Company will execute

and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge

or transfer of the Securities.

(c)

Certificates evidencing the Conversion Shares shall not contain any legend (including the legend set forth in Section 4.1(b) hereof):

(i) while a registration statement covering the resale of any such securities is effective under the Securities Act; (ii) following any

sale of such Conversion Shares pursuant to Rule 144; or (iii) if such legend is not required under applicable requirements of the Securities

Act (including judicial interpretations and pronouncements issued by the staff of the SEC). The Company shall upon request of the Purchaser

and at the Company’s sole expense cause its counsel (or at the Purchaser’s option, counsel selected by the Purchaser) to

issue a legal opinion reasonably satisfactory to the Transfer Agent, and in any event within one (1) Trading Day after request of the

Purchaser, after any of the events described in (i)-(iii) in the preceding sentence if required by the Transfer Agent to effect the removal

of the legend hereunder (with a copy to the applicable Purchaser and its broker). If all or any portion of any Preferred Shares is converted

at a time when there is an effective registration statement to cover the resale of the Conversion Shares, or if such Conversion Shares

may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including

judicial interpretations and pronouncements issued by the staff of the SEC) then such Conversion Shares shall be issued free of all legends.

The Company agrees that following such time as such legend is no longer required under this Section 4.1(c), it will, no later than 9:00

AM the next Trading Day following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Conversion

Shares issued with a restrictive legend (such Trading Day, the “Legend Removal Date”), instruct the Transfer Agent

to deliver or cause to be delivered to the Purchaser a certificate representing such shares of Common Stock that is free from all restrictive

and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions

on transfer set forth in this ARTICLE IV. Certificates for the Conversion Shares that are subject to legend removal hereunder shall be

transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository

Trust Company System as directed by the Purchaser.

(d)

In lieu of delivering physical certificates representing the unlegended shares, upon request of the Purchaser, so long as the certificates

therefor do not bear a legend and the Purchaser is not obligated to return such certificate for the placement of a legend thereon and

provided it is commercially reasonable for the Company to do so, the Company shall cause its transfer agent to electronically transmit

the unlegended shares by crediting the account of Purchaser’s prime broker with the Depository Trust Company through its DWAC system,

provided that the Company’s Common Stock is DTC eligible and the Company’s transfer agent participates in the Deposit Withdrawal

at Custodian system and such Securities are Conversion Shares. Such delivery must be made on or before the Legend Removal Date.

(e)

In the event the Purchaser shall request delivery of unlegended shares as described in this Section 4.1 and the Company is required to

deliver such unlegended shares, the Company may not refuse to deliver unlegended shares based on any claim that the Purchaser or anyone

associated or affiliated with the Purchaser has not complied with Purchaser’s obligations under the Transaction Documents, or for

any other reason, unless, an injunction or temporary restraining order from a court, on notice, restraining and or enjoining delivery

of such unlegended shares shall have been sought and obtained by the Company and the Company has posted a surety bond for the benefit

of the Purchaser in the amount of the greater of (i) 100% of the amount of the aggregate stated value of the Conversion Shares which

is subject to the injunction or temporary restraining order, or (ii) the VWAP of the Common Stock on the trading day before the issue

date of the injunction multiplied by the number of unlegended shares to be subject to the injunction, which bond shall remain in effect

until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to the Purchaser to the extent

Purchaser obtains judgment in Purchaser’s favor.

4.2

Furnishing of Information. For as long as the Purchaser owns Preferred Shares, the Company covenants to timely file (or obtain extensions

in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof

pursuant to the Exchange Act. Upon the request of the Purchaser, the Company shall deliver to the Purchaser a written certification of

a duly authorized officer as to whether it has complied with the preceding sentence. For as long as the Purchaser owns Preferred Shares,

if the Company is not required to file reports pursuant to such laws, it will prepare and furnish to the Purchaser and make publicly

available in accordance with Rule 144(c) such information as is required for the Purchaser to sell the Preferred Shares under Rule 144.

The Company further covenants that it will take such further action as any holder of Preferred Shares may reasonably request, all to

the extent required from time to time to enable such Person to sell such Preferred Shares without registration under the Securities Act

within the limitation of the exemptions provided by Rule 144.

4.3

Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security

(as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Preferred Shares in a manner that

would require the registration under the Securities Act of the sale of the Preferred Shares to Purchaser or that would be integrated

with the offer or sale of the Preferred Shares for purposes of the rules and regulations of any Trading Market such that it would require

stockholder approval prior to the closing of such other transaction unless stockholder approval is obtained before the closing of such

subsequent transaction.

4.4

Securities Laws Disclosure; Publicity. The Company shall timely file a Current Report on Form 8-K (the “Form 8-K”)

as required by this Agreement, and may issue a press release, in each case reasonably acceptable to Purchaser, disclosing the material

terms of the transactions contemplated hereby. The Company and Purchaser shall consult with each other in issuing any press releases

with respect to the transactions contemplated hereby, and neither the Company nor Purchaser shall issue any such press release or otherwise

make any such public statement without the prior consent of the Company, with respect to any such press release of Purchaser, or without

the prior consent of Purchaser, with respect to any such press release of the Company, which consent shall not unreasonably be withheld

or delayed, except if such disclosure is required by law or Principal Market Rules, 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 the Purchaser, or include the name of the Purchaser in any filing with the SEC or any regulatory agency

or Principal Market, without the prior written consent of the Purchaser, except (i) as contained in the Form 8-K and press release described

above, (ii) as required by federal securities law in connection with any registration statement under which the securities are registered,

(iii) to the extent such disclosure is required by law or Principal Market Rules, in which case the Company shall provide Purchaser with

prior notice of such disclosure, or (iv) to the extent such disclosure is required in any SEC Document filed by the Company.

4.5

Most Favored Nation Status. From the date hereof through the end of the Restricted Period, the Company shall not enter into any public

or private offering of its securities (including securities convertible into shares of Common Stock) with any individual or entity (an

“Other Investor”) that has the effect of establishing rights or otherwise benefiting such Other Investor in a manner

more favorable to such Other Investor than the rights and benefits established in favor of the Purchaser by the Preferred Shares, the

Warrants and the other Transaction Documents, unless, in any such case, (i) the Company shall notify the Purchaser of such additional

or more favorable term within five Business Days of the issuance of the respective security, and (ii) such term, at the Purchaser’s

option, shall become a part of the Transaction Documents with the Company (regardless of whether the Company complied with the notification

provision of this Section 4.5). The types of terms contained in another security that may be more favorable to the holder of such security

include, but are not limited to, terms addressing redemption features, rights of first refusal, dividends and conversion lookback periods.

Notwithstanding the foregoing, this Section shall not apply to any Exempt Issuance or to any issuance or sale in connection with the

Company’s restructuring, recapitalization or refinancing of senior indebtedness (including any equity line of credit) or any strategic

transaction or acquisition approved by the Board of Directors.

4.6

Right of First Refusal. From the date hereof through the end of the Restricted Period, the Company hereby grants the Purchaser a

right of first refusal with respect to any proposed or intended issuance or sale by the Company of its Common Stock or other securities

or equity-linked debt obligations (each, a “Subsequent Placement”) to any other individual or entity (an “Other

Investor”), excluding in each case any Exempt Issuance and any issuance or sale in connection with the Company’s restructuring,

recapitalization or refinancing of senior indebtedness (including any equity line of credit) or any Board-approved strategic transaction

or acquisition, including securities convertible into, or exercisable or exchangeable for, shares of Common Stock.

(a)

The Company shall not, directly or indirectly, effect any Subsequent Placement unless the Company shall have first complied with this

Section 4.6. At least ten Business Days prior to any proposed or intended Subsequent Placement, the Company shall deliver to the Purchaser

a written notice of its proposal or intention to effect a Subsequent Placement (each such notice, a “ROFR Pre-Notice”),

which ROFR Pre-Notice shall not contain, and shall not constitute, any material non-public information (“MNPI”) and

shall contain no information other than: (A) a statement that the Company proposes or intends to effect a Subsequent Placement; (B) a

statement that the statement in clause (A) above does not constitute MNPI; and (C) a statement informing the Purchaser that it is entitled

to receive a ROFR Offer Notice (as defined below) with respect to such Subsequent Placement upon its written request.

(b)

Upon the written request of the Purchaser within five Business Days after the Company’s delivery of such ROFR Pre-Notice, and only

upon such written request, the Company shall promptly, but in no event later than three Business Days after such request, deliver to

the Purchaser an irrevocable written notice (the “ROFR Offer Notice”) describing in reasonable detail the proposed

terms of such Subsequent Placement, including (I) the securities proposed to be issued, sold or exchanged, (II) the price and other material

terms upon which they are proposed to be issued, sold or exchanged, (III) the aggregate number or amount of such securities, and (IV)

the identity of the Person or Persons (if known) to or with which the Subsequent Placement is proposed to be effected. The Purchaser’s

receipt of a ROFR Offer Notice shall be subject to, and conditioned upon, the Purchaser’s prior delivery to the Company of written

notice that it consents to receive MNPI in connection therewith, and the Company shall deliver the ROFR Offer Notice only in that event.

(c)

For a period of ten Business Days after the Purchaser’s receipt of the ROFR Offer Notice (the “ROFR Acceptance Period”),

the Purchaser shall have the right to elect, by delivering written notice to the Company, to purchase all (but not less than all) of

the securities described in the ROFR Offer Notice on the terms set forth therein. If the Purchaser fails to accept in writing such Subsequent

Placement within the ROFR Acceptance Period, then the Purchaser will have no claim or right with respect to the Subsequent Placement

described in such ROFR Offer Notice, and the Company shall thereafter be free to consummate such Subsequent Placement with one or more

Other Investors on terms no more favorable to such Other Investor(s) than those set forth in the ROFR Offer Notice. If the Company does

not consummate such Subsequent Placement on such terms, or if such proposal is thereafter modified in any material respect, the Company

shall again comply with the procedures set forth in this Section 4.6 with respect to the modified or subsequent proposal, and the Purchaser

shall have the right of first refusal with respect to such revised or subsequent proposal in accordance with this Section 4.6.

(d)

If the Purchaser does not deliver a written request for a ROFR Offer Notice within the five Business Day period described in clause (b),

declines to consent to receive MNPI, or fails to exercise its right of first refusal within the ROFR Acceptance Period, then the Purchaser

shall be deemed to have declined to exercise its right of first refusal with respect to such Subsequent Placement for purposes of this

Agreement; provided, however, that nothing in this Section 4.6 shall limit or impair the Purchaser’s right of participation

under Section 4.7 with respect to any Subsequent Placement as to which the Purchaser has not exercised its right of first refusal hereunder.

4.7

Right of Participation. From the date hereof through the end of the Restricted Period, the Purchaser shall have the option to participate

for up to 15% of any Subsequent Placement (excluding any Exempt Issuance and any issuance or sale in connection with the Company’s

restructuring, recapitalization or refinancing of senior indebtedness (including any equity line of credit) or any strategic transaction

or acquisition approved by the Board of Directors). The Company acknowledges and agrees that the right set forth in this Section 4.7

is a right granted by the Company.

(a)

If the Purchaser fails or declines to exercise its right of first refusal under Section 4.6 with respect to a Subsequent Placement, then,

at least ten Business Days prior to such Subsequent Placement, and only in the event the Company has delivered to the Purchaser an offer

to deliver MNPI and the Purchaser has delivered written notice that it will accept such MNPI, the Company shall deliver to the Purchaser

a written notice of its proposal or intention to effect a Subsequent Placement (each such notice, a “Pre-Notice”),

which Pre-Notice shall not contain any information (including, without limitation, material, non-public information) other than: (A)

a statement that the Company proposes or intends to effect a Subsequent Placement, (B) a statement that the statement in clause (A) above

does not constitute material, non-public information and (C) a statement informing the Purchaser that it is entitled to receive an Offer

Notice (as defined below) with respect to such Subsequent Placement upon its written request. Upon the written request of the Purchaser

within five Business Days after the Company’s delivery to the Purchaser of such Pre-Notice, and only upon a written request by

the Purchaser, the Company shall promptly, but no later than three Business Days after such request, deliver to the Purchaser an irrevocable

written notice (the “Offer Notice”) of any proposed or intended issuance or sale or exchange (the “Offer”)

of the securities being offered (the “Offered Securities”) in a Subsequent Placement, which Offer Notice shall (I)

identify and describe the Offered Securities, (II) describe the price and other terms upon which they are to be issued, sold or exchanged,

and the number or amount of the Offered Securities to be issued, sold or exchanged, (III) identify the persons (if known) to which or

with which the Offered Securities are to be offered, issued, sold or exchanged and (IV) offer to issue and sell to or exchange with the

Purchaser in accordance with the terms of the Offer up to [15]% of the Offered Securities (the “Participation Amount”).

(b)

To accept an Offer, in whole or in part, the Purchaser must deliver a written notice to the Company prior to the end of the third Business

Day after the Purchaser’s receipt of the Offer Notice (the “Offer Period”), setting forth the portion of the

Purchaser’s Participation Amount that the Purchaser elects to purchase. Notwithstanding the foregoing, if the Company desires to

modify or amend the terms and conditions of the Offer prior to the expiration of the Offer Period, the Company may deliver to the Purchaser

a new Offer Notice and the Offer Period shall expire on the fifth Business Day after the Purchaser’s receipt of such new Offer

Notice. Notwithstanding anything herein to the contrary, in the event that the Subsequent Placement is an “overnight” registered

offering (“RDO”), there shall be no Pre-Notice required to be delivered to the Purchaser; provided that the Subsequent

Placement is delivered between the time period of 4:00 pm (New York City time) and 6:00 pm (New York City time) on the Trading Day immediately

prior to the Trading Day of the expected announcement of the Subsequent Placement (or, if the Trading Day of the expected announcement

of the Subsequent Placement is the first Trading Day following a holiday or a weekend (including a holiday weekend), between the time

period of 4:00 pm (New York City time) on the Trading Day immediately prior to such holiday or weekend and 2:00 pm (New York City time)

on the day immediately prior to the Trading Day of the expected announcement of the Subsequent Placement). The Offer Notice shall describe

in reasonable detail the proposed terms of such Subsequent Placement, the amount of proceeds intended to be raised thereunder and the

Person or Persons through or with whom such Subsequent Placement is proposed to be effected and shall include a term sheet or similar

document relating thereto as an attachment. In addition, in the event of an RDO, any Purchaser desiring to participate in such Subsequent

Placement must provide written notice to the Company by 10:00 pm (New York City time) on the Trading Day on which the Offer Notice is

delivered to such Purchaser (the “Notice Termination Time”) that such Purchaser is willing to participate in the Subsequent

Placement, the amount of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready,

willing, and available for investment on the terms set forth in the Offer Notice. If the Company receives no such notice from a Purchaser

as of such Notice Termination Time, such Purchaser shall be deemed to have notified the Company that it does not elect to participate

in such Subsequent Placement.

4.8 Board Appointment

Right. The Holder shall have the right to designate one individual for appointment or election to the Board of Directors (or other

governing body) of the Company (the “Holder Designees”); provided, that the Holder Designee must meet the independence

requirements of the Principal Market, and the Holder will also have the right to propose to the Board of Directors a second independent

director candidate for their consideration. The Company shall take all actions within its power, and the Company’s existing directors

and officers shall use their reasonable best efforts, to cause the Holder Designee to be appointed to the Board promptly following the

Holder’s written request and, if shareholder approval is required, to nominate and recommend the Holder Designee for election at

the next meeting of shareholders (or to obtain such approval by written consent, if permitted). The Company shall not take any action,

or omit to take any action, that would frustrate or materially impair the Holder’s rights under this Section.

The Holder may remove and replace the Holder

Designees at any time upon written notice to the Company. If the Holder Designees resigns, dies, becomes incapacitated, or otherwise

ceases to serve, the Holder shall have the right to designate a replacement, and the Company shall promptly take all actions necessary

to appoint or elect such replacement to the Board.

4.9

Stockholders Rights Plan; Investment Company. No claim will be made or enforced by the Company or, to the Knowledge of the Company,

any other Person that Purchaser is an “Acquiring Person” under any stockholders rights plan or similar plan or arrangement

in effect or hereafter adopted by the Company, or that Purchaser could be deemed to trigger the provisions of any such plan or arrangement,

by virtue of receiving Preferred Shares under the Transaction Documents or under any other agreement between the Company and Purchaser.

The Company shall conduct its business in a manner so that it will not become subject to the Investment Company Act of 1940, as amended.

4.10

Non-Public Information. The Company covenants and agrees that neither it nor any other Person acting on its behalf will provide Purchaser

or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto

Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. On and after the date hereof,

neither Purchaser nor any Affiliate of Purchaser shall have any duty of trust or confidence that is owed directly, indirectly, or derivatively,

to the Company or the stockholders of the Company, or to any other Person who is the source of material non-public information regarding

the Company. The Company understands and confirms that Purchaser shall be relying on the foregoing in effecting transactions in securities

of the Company.

4.11

Certain Limitations. Notwithstanding anything contained in any Transaction Document to the contrary, the parties covenant and agree

that the Purchaser shall not convert any Preferred Shares, sell any Conversion Shares, exercise any Warrants or sell any Warrants to

the extent it would exceed the Exchange Cap, unless and until the Company obtains Stockholder Approval of the Transaction in accordance

with the Principal Market Rules. The Purchaser further covenants and agrees not to vote any of its Securities at the meeting of the stockholders

held for the purpose of obtaining such Stockholder Approval. In addition, and notwithstanding the receipt of Stockholder Approval, the

Company shall not issue, and the Purchaser shall not have the right to acquire, any shares of Common Stock upon conversion of any Preferred

Shares or exercise of any Warrants to the extent that, after giving effect to such issuance, the Purchaser (together with its Affiliates

and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Purchaser’s for purposes of Section

13(d) of the Exchange Act) would beneficially own a number of shares of Common Stock exceeding the Beneficial Ownership Limitation. The

Beneficial Ownership Limitation shall be applied, and may be waived, increased or decreased by the Purchaser solely as to itself, in

the manner and subject to the notice requirements set forth in the COD and the Warrants, as applicable.

4.12

Approval by Holders of Capital Stock. The Company shall file with the SEC a preliminary proxy statement (or, if permitted, a definitive

proxy statement) relating to the Stockholder Approval no later than 20 days following the Execution Date and shall use its reasonable

best efforts to cause such proxy statement to be cleared, disseminated and approved by its stockholders as promptly as practicable, and

in any event to obtain the Stockholder Approval no later than 90 days after the Execution Date, including by calling and holding a meeting

of its stockholders and soliciting proxies in favor thereof. Until such Stockholder Approval has been obtained, the Purchaser shall not

(i) convert its Preferred Shares into Conversion Shares or (ii) exercise any portion of the Warrants, in each case to the extent the

same would exceed the Exchange Cap.

4.13

Certain Transactions. The Purchaser covenants and agrees that neither it, nor any Affiliate acting on its behalf or pursuant to any

understanding with it will execute any Short Sales of the Common Stock or hedging transaction, which establishes a net short position

with respect to the Company’s Common Stock during the period commencing with the execution of this Agreement and ending on the

date of the full conversion of the Preferred Shares.

4.14

Registration Statement. The Company shall, within 30 days from the Execution Date, file a Registration Statement on Form S-1 (or

if applicable, Form S-3) for the resale of the Conversion Shares and Warrant Shares (any other applicable securities) in accordance with

the Registration Rights Agreement.

4.15

Maintenance of Registration Statement. For so long as any of the Issuable Shares remains outstanding, the Company shall use its best

efforts to maintain the effectiveness of the Registration Statement for the resale thereunder of the Issuable Shares. The Company shall

promptly amend the Registration Statement on such other form as may be necessary to maintain the effectiveness of the Registration Statement

for this purpose. If at any time following the date hereof the Registration Statement is not effective or is not otherwise available

for the issuance of the Issuable Shares or any prospectus contained therein is not available for use, the Company shall immediately notify

the Purchaser in writing that the Registration Statement is not then effective or a prospectus contained therein is not available for

use and thereafter shall promptly notify the Purchaser when the Registration Statement is effective again and available for the issuance

of the Issuable Shares or such prospectus is again available for use.

4.16

Primary Market Compliance. Notwithstanding anything in this Agreement or any other Transaction Document to the contrary, the parties

shall use commercially reasonable efforts to comply with the Principal Market Rules, including the listing requirements, and as long

as the Common Stock remains listed on the Principal Market the parties shall not enforce any provision of any Transaction Document which

does not comply with the Principal Market Rules.

4.17

Reservation of Shares. The Company shall initially duly authorize and reserve 500 shares of Series A Preferred Stock and

thereafter shall have a sufficient number of duly authorized shares of Series A Preferred Stock to be able to issue the Preferred Shares

to the Purchaser. The Company shall reserve, solely for the purpose of issuing the Issuable Shares, a number of shares of its authorized

and unissued Common Stock equal to the Required Minimum (or, if less, the maximum number of shares of Common Stock that are authorized

but unissued and not otherwise reserved for issuance as of the date hereof). Thereafter, the Company shall reserve and keep available

out of its authorized and unissued Common Stock (i) solely for the purpose of issuing the Conversion Shares, a number of authorized and

unissued shares of Common Stock as indicated in the COD and (ii) solely for the purpose of issuing the Warrant Shares, a number of authorized

and unissued shares of Common Stock as indicated in the Warrant. Notwithstanding the foregoing, until such time as the Certificate of

Incorporation has been amended to authorize a number of shares of Common Stock sufficient to satisfy the Required Minimum, the Company

shall reserve and keep available the maximum number of shares of Common Stock that are authorized but unissued and not otherwise reserved

for issuance as of the applicable date of determination, and the Company shall not be deemed in breach of this Section 4.16 for failing

to reserve shares in excess of such maximum number prior to such amendment. The Company shall comply with its obligations under Section

4.26 to seek and effect an amendment to the Certificate of Incorporation to increase its authorized shares of Common Stock.

4.18

Listing. The Company shall promptly secure the listing or designation for quotation (as the case may be) of all of the Conversion

Shares and the Warrant Shares upon each trading market and national securities exchange and automated quotation system, if any, upon

which the Common Stock is then listed or designated for quotation (as the case may be) (so that all such Conversion Shares and the Warrant

Shares may be traded on the foregoing, subject to official notice of issuance) and shall maintain such listing or designation for quotation

(as the case may be) of all Conversion Shares and the Warrant Shares from time to time issuable under the terms of the Transaction Documents

on such national securities exchange or automated quotation system. The Company shall maintain the Common Stock’s listing or designation

for quotation (as the case may be) on the Principal Market, the New York Stock Exchange, the NYSE American, the Nasdaq Global Select

Market, the Nasdaq Global Market or the Nasdaq Capital Market (each, an “Eligible Market”). The Company shall not

take any action which could be reasonably expected to result in the delisting or suspension of the Common Stock on the Principal Market

or any Eligible Market. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section

4.18.

4.19

Corporate Existence. So long as Purchaser owns the Warrant, the Company shall not be party to any Fundamental Transaction unless

the Company is in compliance with the applicable provisions governing Fundamental Transactions set forth in the Warrants.

4.20

Conduct of Business. The business of the Company shall not be conducted in violation of any law, ordinance or regulation of any governmental

entity, except where such violations would not result, either individually or in the aggregate, in a Material Adverse Effect.

4.21

Passive Foreign Investment Company. The Company shall conduct its business in such a manner as will ensure that the Company will

not be deemed to constitute a passive foreign investment company within the meaning of Section 1297 of the U.S. Internal Revenue Code

of 1986, as amended.

4.22

Notice of Disqualification Events. The Company will notify the Purchaser in writing, prior to the Closing Date of (i) any Disqualification

Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event

relating to any Issuer Covered Person not otherwise disclosed herein.

4.23

Indemnification of Purchaser. Subject to the provisions of this Section 4.23, the Company will indemnify and hold the Purchaser and

its officers, managers, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person

holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Purchaser (within the meaning

of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, managers, stockholders, agents,

members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding

a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any

and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in

settlements, court costs and reasonable attorneys’ fees and costs of investigation that any the Purchaser Party may suffer or incur

as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in

this Agreement or in the other Transaction Documents or (b) any action instituted against, or any subpoena directed to, the Purchaser

Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of

the Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon

a breach of the Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or

understandings the Purchaser Party may have with any such stockholder or any willful violations by such Purchaser Party of state or federal

securities laws or any conduct by the Purchaser Party which constitutes fraud or willful misconduct). If any action shall be brought

against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, the Purchaser Party shall promptly

notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably

acceptable to the Purchaser Party; provided, however, that the failure of any Purchaser Party to so notify the Company shall not

relieve the Company of its obligations hereunder except to the extent, and only to the extent, that the Company is actually and materially

prejudiced by such failure, and shall not in any event relieve the Company of any liability that it may have to any Purchaser Party otherwise

than under this Section 4.23. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate

in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Purchaser Party except to the extent

that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable

period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel retained

to represent such Purchaser Party, a material conflict on any material issue between the position of the Company and the position of

the Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate

counsel. The Company will not be liable to any Purchaser Party under this Agreement (x) for any settlement by the Purchaser Party effected

without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (y) to the extent, but only

to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations,

warranties, covenants or agreements made by the Purchaser Party in this Agreement or in the other Transaction Documents or such Purchaser

Party’s fraud or willful misconduct. The indemnification required by this Section 4.23 shall be made by periodic payments of the

amount thereof during the course of the investigation or defense, as and when bills are received or are incurred, and such obligation

to advance shall not be excused, conditioned upon, or delayed by reason of any assertion by the Company that a loss may be subject to

an exclusion from indemnification hereunder unless and until such exclusion has been established by a final, non-appealable judgment

of a court of competent jurisdiction. The indemnification contained herein shall be in addition to any cause of action or similar right

of any Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to applicable law.

4.24

Form D; Blue Sky Filings. The Company agrees to timely file a Form D with respect to the sale of the Securities by the Company under

this Agreement as required under Regulation D. The Company shall take such action as the Company shall reasonably determine is necessary

in order to obtain an exemption for, or to qualify the Securities for, sale to the Purchaser at the Closing under applicable securities

or “Blue Sky” laws of the states of the United States, and shall provide evidence of such actions promptly upon request of

the Purchaser.

4.25

Use of Proceeds. The Company shall use the net proceeds from this offering solely for ordinary-course working capital and operating

expenditures, refinancing of existing senior indebtedness, restructuring and integration costs in furtherance of the Company’s

strategic plan, professional fees (including legal, audit, listing-maintenance and directors’ and officers’ insurance), placement

and advisory fees, and prepayment of rent under the Company’s existing real property lease(s). Prior to the Closing, upon the request

of the Purchaser, the Company shall deliver to the Purchaser a written accounting of the use of the net proceeds.

4.26

Authorized Share Increase. If at any time the number of authorized but unissued shares of Common Stock and/or Series A Preferred

Stock shall not be sufficient to satisfy the Required Minimum, the Company shall obtain, as promptly as practicable and in any event

within 90 days after such date, the approval of its stockholders for, and thereafter to effect, an amendment to the Certificate of Incorporation

to increase the number of authorized shares of Common Stock and/or Series A Preferred Stock to such number as shall be sufficient to

satisfy the Required Minimum, including by calling and holding a meeting of its stockholders and soliciting proxies in favor thereof

and recommending that its stockholders approve such amendment. The Company shall seek such approval at the same meeting at which it seeks

the Stockholder Approval pursuant to Section 4.12. If the Company does not obtain such stockholder approval at such meeting, the Company

shall obtain such approval as soon as possible thereafter, including by calling and holding an additional meeting of its stockholders

for such purpose (and soliciting proxies in favor thereof and recommending that its stockholders approve such amendment) following such

meeting, and shall thereafter continue to call and hold a meeting of its stockholders for such purpose as soon as possible following

each meeting at which such approval is not obtained, until such approval is obtained.

ARTICLE

TERMINATION

5.1

Termination.

(a)

The Purchaser may elect to terminate this Agreement upon the occurrence of any of the following:

(i)

if at any time the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or

other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company or any

Subsidiary of the Company;

(ii)

the Company is in breach or default of any Material Agreement, which breach or default could reasonably be expected to have a Material

Adverse Effect;

(iii)

the Company is in breach or default of this Agreement, any Transaction Document, or any agreement with any Purchaser or any Affiliate

of the Purchaser, which breach or default could reasonably be expected to have a Material Adverse Effect; or

(iv)

upon the occurrence of a Fundamental Transaction.

(b)

The Company may elect to terminate this Agreement in the event that the Purchaser is in breach or default of this Agreement, any Transaction

Document, or any agreement with the Company or any Affiliate of the Company, which breach or default would be expected to have a Material

Adverse Effect.

(c)

In addition, termination shall not relieve any party of liability for any breach occurring prior to termination, and any provision that

by its terms survives shall survive termination of the Agreement.

ARTICLE

MISCELLANEOUS

6.1

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions

of) any of the other Transaction Documents, whenever the Purchaser exercises a right, election, demand or option under a Transaction

Document and the Company does not timely perform its related obligations within the periods therein provided, then the Purchaser may

rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election

in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of a conversion

of any Preferred Share, the Purchaser shall be required to return any shares of Common Stock subject to any such rescinded conversion

or exercise notice concurrently with the return to the Purchaser of the aggregate exercise price paid to the Company for such shares.

6.2

Fees and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and

expenses of its Advisors, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the

negotiation, preparation, execution, delivery and performance of the Transaction Documents. The Company shall reimburse the Purchaser

for reasonable and documented legal, structuring and due diligence fees and expenses of Purchaser’s counsel incurred in connection

with preparation, negotiation and execution of the Transaction Documents, up to a maximum of $50,000.

6.3

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of

the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written,

with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

6.4

Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing

and shall be deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication is delivered

via email attachment at the email address as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York City

time) on a Trading Day, (b) the next Trading Day after the time of transmission, if such notice or communication is delivered via email

attachment at the email address as set forth on the signature pages attached hereto on a day that is not a Trading Day or later than

5:30 p.m. (New York City time) on any Trading Day, (c) the second Trading Day following the date of mailing, if sent by U.S. nationally

recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The address

for such notices and communications shall be as set forth on the signature pages attached hereto. To the extent that any notice provided

pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries,

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

6.5

Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument

signed, in the case of an amendment, by the Company and the Purchaser, or, in the case of a waiver, by the party against whom enforcement

of any such waived provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement

shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition

or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise

of any such right.

6.6

Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit

or affect any of the provisions hereof.

6.7

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted

assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Purchaser.

The Purchaser may assign any or all of its rights under this Agreement to any Person to whom the Purchaser assigns or transfers any Preferred

Shares , provided that such transferee agrees in writing to be bound, with respect to the transferred Securities, by the provisions of

the Transaction Documents that apply to the “Purchasers.”

6.8

No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors and

permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise set

forth herein.

6.9

Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed

by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts

of law thereof. Each party agrees that all Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated

by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective Affiliates, employees

or agents) shall be commenced exclusively in the state and/or federal courts located in New York City, New York. Each party hereto hereby

irrevocably submits to the exclusive jurisdiction of the state and/or federal courts located in New York City, New York for the adjudication

of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect

to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Proceeding, any

claim that it is not personally subject to the jurisdiction of any such New York Court, or that such Proceeding has been commenced in

an improper or inconvenient forum. Each party hereto hereby irrevocably waives personal service of process and consents to process being

served in any such 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 manner permitted by law.

6.10

Survival. Subject to applicable statute of limitations, the representations and warranties contained herein shall survive the Closing

Date.

6.11

Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and

the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it

being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission

or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party

executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature

page were an original thereof.

6.12

Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be

invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain

in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially

reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated

by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would

have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared

invalid, illegal, void or unenforceable.

6.13

Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall

execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in

order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

6.14

Replacement of Securities. If any certificate or instrument evidencing any of the Securities is mutilated, lost, stolen or destroyed,

the Company shall issue or cause to be issued in exchange and substitution for and upon surrender and cancellation thereof (in the case

of mutilation), or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably

satisfactory to the Company of such loss, theft, destruction, or mutilation, and of the ownership of such Security. The applicant for

a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs (including customary indemnity

and bonds) associated with the issuance of such replacement Securities.

6.15

Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages,

each of the Purchaser and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that

monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction

Documents and hereby agree to waive and not to assert in any action for specific performance of any such obligation the defense that

a remedy at law would be adequate.

6.16

Payment Set Aside. To the extent that the Company makes a payment or payments to the Purchaser pursuant to any Transaction Document

or the Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise

or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by

or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including,

without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such

restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect

as if such payment had not been made or such enforcement or setoff had not occurred.

6.17

Liquidated Damages. The Company’s obligations to pay any partial liquidated damages or other amounts owing under the Transaction

Documents is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other amounts

due thereunder have been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages

or other amounts are due and payable shall have been canceled.

6.18

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

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

Day.

6.19

Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise

the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against

the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each

and every reference to share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse

and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the

date of this Agreement.

6.20

WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES

EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY

AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

6.21

Equitable Adjustment. Trading volume amounts, price/volume amounts and similar figures in the Transaction Documents shall be equitably

adjusted (but without duplication) to offset the effect of stock splits, similar events and as otherwise described in this Agreement,

if such events shall occur between the date of this Agreement and a Tranche Closing.

[SIGNATURE

PAGE FOLLOWS]

WITNESS WHEREOF, the undersigned has caused this Agreement to be duly executed by its authorized signatory as of the date first indicated

above.

POLAR

POWER, INC.

Address

for Notice:

By:

/s/

Arthur D. Sams

Attention:

Arthur D. Sams

Name:

Arthur

D. Sams

Title:

Chief

Executive Officer

E-Mail:

asams@polarpowerinc.com

PURCHASER

SIGNATURE PAGES TO POLAR POWER, INC. SECURITIES PURCHASE AGREEMENT

WITNESS WHEREOF, the undersigned has caused this Securities Purchase Agreement to be duly executed by its authorized signatory of the

date first indicated above.

Name

of Purchaser: LU2 Holdings LLC

Signature

of Authorized Signatory of Purchaser: /s/ Lucinda Lefkowitz

Name

of Authorized Signatory: Lucinda Lefkowitz

Title

of Authorized Signatory: Managing Member

Address of Authorized Signatory: _______________________

Address

for Notice to Purchaser: 132 Oval Road, Manasquan, NJ 08736

Investment:

$450,000

EIN

Number: _______________________

Exhibit

A (Certificate of Designations)

Exhibit

B (Registration Rights Agreement)

Exhibit

C (Warrant)

Exhibit

D (TA Instructions)

EX-10.2

Filename: ex10-2.htm · Sequence: 4

Exhibit

10.2

NEITHER

THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION

OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED

(THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS

OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE

OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

COMMON

STOCK PURCHASE WARRANT

POLAR

POWER, INC.

Warrant

Shares: 150,915

Issue

Date: July 21, 2026

THIS

COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, LU2 Holdings 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 the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New

York City time) on July 21, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase

from Polar Power, Inc., a Delaware corporation (the “Company”), up to 150,915 shares (as subject to adjustment

hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant

shall be equal to the Exercise Price, as defined in Section 2(b).

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

Purchase Agreement (the “Purchase Agreement”), dated July 21, 2026, by and among the Company and LU2 Holdings

LLC, as purchaser under the Purchase Agreement (the “Purchaser”).

Exercise.

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

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

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

Within the earlier of (i) one 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 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 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 Business 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. For purposes hereof, a “Trading Day” means a day on which the Common Stock is traded on a Trading

Market and “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in the

City of New York are authorized or required by law to remain closed.

Exercise Price. The exercise price per share of Common Stock under this Warrant shall be $1.64,1 subject to adjustment

hereunder (the “Exercise Price”).

Cashless Exercise. Notwithstanding anything contained herein to the contrary (other than Section 2(e) below), if at the time of

exercise hereof a registration statement is not effective (or the prospectus contained therein is not available for use) for the resale

by the Holder of all of the Warrant Shares, the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in

lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Exercise Price,

elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following

formula (a “Cashless Exercise”):

For

purposes of the foregoing formula:

= the total number of shares with respect to which this Warrant is then being exercised.

= 92.5% of the VWAP of the Common Stock on the Trading Day immediately preceding the date of the applicable Cashless Exercise.

= the Exercise Price then in effect for the applicable Warrant Shares at the time of such Cashless Exercise.

For

purposes of Rule 144(d) promulgated under the Securities Act, as in effect on the date hereof, assuming the Holder is not an affiliate

of the Company, it is intended that the Warrant Shares issued in a Cashless Exercise shall be deemed to have been acquired by the Holder,

and the holding period for the Warrant Shares shall be deemed to have commenced, on the closing date of the offering pursuant to which

the Company was obligated to issue this Warrant.

To be the closing price of the Common Stock on the Trading Day immediately prior to funding.

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 for the Company (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 crediting the Holder’s or its designee’s

account at the Transfer Agent, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise by the date

that is the earlier of (i) one Trading Day after delivery of the aggregate Exercise Price to the Company and (ii) the number of Trading

Days comprising the Standard Settlement Period, in each case 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 within the earlier of

(i) one Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, in each case, following delivery to

the Company of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice

of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty,

for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice

of Exercise), $10 per calendar month after such Warrant Share Delivery Date until such Warrant Shares are delivered or the 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. The Company shall at all times maintain expedited (same-day or next-Business-Day) issuance and transfer

processing with its Transfer Agent, and shall pay any fees required for such expedited processing (including any applicable expedite

fee), in each case as necessary to effect delivery of the Warrant Shares within the time periods required by this Section 2(d); and no

delay in delivery attributable to the transfer agent’s standard (non-expedited) processing time shall reduce the Company’s

obligations under this Section 2(d). 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 upon which the Common Stock may then be listed (the

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

(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 the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section

2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

(iv)

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.

(v)

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,

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. The Company shall

not withhold taxes on the issuance of Warrant Shares except to the extent required by applicable law. If any withholding is required,

the Company shall permit the Holder to satisfy such withholding by cashless exercise and/or withholding from the Warrant Shares otherwise

deliverable upon exercise, and shall use commercially reasonable efforts to minimize any such withholding consistent with applicable

law.

(vi)

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.

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 (such Persons, “Attribution Parties”)),

would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the

number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number

of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude

the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant

beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or

nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject

to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its

Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership

shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being

acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d)

of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent

that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to

other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable

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 Attribution

Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company

shall have no obligation to verify or confirm the accuracy of such determination. 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 Securities and Exchange Commission (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 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 or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The

“Beneficial Ownership Limitation” shall be 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 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 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. Notwithstanding anything to the contrary herein, the Company

shall not effect any exercise of this Warrant, and the Holder shall not have the right to exercise any portion hereof, to the extent

that, after giving effect to the issuance of Warrant Shares hereunder, the aggregate number of shares of Common Stock issued pursuant

to this Warrant and the other Transaction Documents would require Stockholder Approval under the rules of The Nasdaq Stock Market, unless

and until such Stockholder Approval is obtained (the “Exchange Cap Limitation”). Any Warrant Shares otherwise issuable

but not issued as a result of the Exchange Cap Limitation shall be held in abeyance and issuable upon written notice from the Holder

at such time as such issuance would not breach the Exchange Cap Limitation.

Certain Adjustments.

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

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

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

Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse

stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the

Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which

the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event

and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of

shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant

shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for

the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the

effective date in the case of a subdivision, combination or re-classification.

Voluntary Reduction. Subject to the rules and regulations of the Nasdaq Capital Market, the Company from time to time may reduce

the Exercise Price by any amount for any period of time (including, without limitation, permanently) if the period is at least 20 days

and if the reduction is irrevocable during the period. Whenever the Exercise Price is reduced, the Company shall mail to the Holders

a notice of the reduction. The Company shall mail the notice at least 15 days before the date the reduced Exercise Price takes effect.

The notice shall state the reduced Exercise Price and the period it will be in effect.

Adjustment Upon Issuance of Common Stock. If, during the Restricted Period (as defined in the Purchase Agreement), the Company

effects a Subsequent Financing (as defined in the Purchase Agreement), or in accordance with this Section 3 is deemed to have effected

a Subsequent Financing, any Common Stock (including the issuance or sale of Common Stock owned or held by or for the account of the Company)

issued or sold or deemed to have been issued or sold for a consideration per share (the “New Issuance Price”) less

than a price equal to the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (such Exercise

Price then in effect is referred to as the “Applicable Price”) (the foregoing a “Dilutive Issuance”),

then immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced (and in no event increased) to the

price per share as determined in accordance with the following formula:

EP2

= EP1 x (A + B) / (A + C)

For

purposes of the foregoing formula:

= The total number of shares of Common Stock outstanding, on a fully-diluted basis, immediately prior to such Dilutive Issuance.

= The total number of shares of Common Stock that would be issued or issuable under the Dilutive Issuance if issued at a per share price

equal to EP1.

= The total number of shares of Common Stock actually issued or issuable under the Dilutive Issuance.

EP1

= The Exercise Price in effect immediately prior to a Dilutive Issuance.

EP2

= The Exercise Price immediately after such Dilutive Issuance; provided, that such price shall in no event be less than $0.67

per share of Common Stock (as may be adjusted for stock dividends, subdivisions, or combinations in the manner described in Section 3(a)

herein, the “Floor Price”); provided, that if such issuance or sale (or deemed issuance or sale) was without

consideration, then the Company shall be deemed to have received the Floor Price for each such share so issued or deemed to be issued.

For

all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and consideration per share under

this Section 3(c)), the following shall be applicable.

(i)

Issuance of Options. If, during the Restricted Period, the Company in any manner grants or sells any Options and the lowest price

per share for which one share of Common Stock is issuable upon the exercise of any such Option or upon conversion, exercise or exchange

of any Convertible Securities issuable upon exercise of any such Option is less than the Applicable Price, then such share of Common

Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option

for such price per share. For purposes of this Section 3(c)(i), the “lowest price per share for which one share of Common Stock

is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Convertible Securities issuable upon

exercise of any such Option” shall be equal to (A) the sum of the lowest amounts of consideration (if any) received or receivable

by the Company with respect to any one share of Common Stock upon the granting or sale of such Option, upon exercise of such Option and

upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option minus (B) the sum of all amounts

paid or payable to the holder of such Option (or any other Person) upon the granting or sale of such Option, upon exercise of such Option

and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option plus the value of any other

consideration received or receivable by, or benefit conferred on, the holder of such Option (or any other Person). Except as contemplated

below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such Common Stock or of such Convertible

Securities upon the exercise of such Options or upon the actual issuance of such Common Stock upon conversion, exercise or exchange of

such Convertible Securities.

(ii)

Issuance of Convertible Securities. If, during the Restricted Period, the Company in any manner issues or sells any Convertible

Securities and the lowest price per share for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof

is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold

by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this

Section 3(c)(ii), the “lowest price per share for which one share of Common Stock is issuable upon the conversion, exercise or

exchange thereof” shall be equal to (A) the sum of the lowest amounts of consideration (if any) received or receivable by the Company

with respect to one share of Common Stock upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange

of such Convertible Security minus (B) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other

Person) upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or

benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment

of the Exercise Price shall be made upon the actual issuance of such Common Stock upon conversion, exercise or exchange of such Convertible

Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of

this Warrant has been or is to be made pursuant to other provisions of this Section 3(c), except as contemplated below, no further adjustment

of the Exercise Price shall be made by reason of such issue or sale.

(iii)

Change in Option Price or Rate of Conversion. If, during the Restricted Period, the purchase or exercise price provided for in

any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Convertible Securities,

or the rate at which any Convertible Securities are convertible into or exercisable or exchangeable for Common Stock increases or decreases

at any time, the Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price which would

have been in effect at such time had such Options or Convertible Securities provided for such increased or decreased purchase price,

additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold.

For purposes of this Section 3(c)(iii), if the terms of any Option or Convertible Security that was outstanding as of the date of issuance

of this Warrant are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Convertible

Security and the Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of

the date of such increase or decrease. No adjustment pursuant to this Section 3(c) shall be made if such adjustment would result in an

increase of the Exercise Price then in effect.

(iv)

Calculation of Consideration Received. If, during the Restricted Period, any Option or Convertible Security is issued in connection

with the issuance or sale or deemed issuance or sale of any other securities of the Company, together comprising one integrated transaction,

(A) such Option or Convertible Security (as applicable) will be deemed to have been issued for consideration equal to the sum of (i)

the consideration, if any, received by the Company for the issuance of such Option or Convertible Security, plus (ii) the minimum aggregate

amount of additional consideration, if any, payable to the Company upon the exercise, conversion or exchange thereof and (B) the other

securities issued or sold or deemed to have been issued or sold in such integrated transaction shall be deemed to have been issued for

consideration equal to the difference of (1) the aggregate consideration received by the Company, minus (2) the consideration attributed

to each such Option or Convertible Security (as applicable) as determined under clause (A) above. If any Common Stock, Options or Convertible

Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will be deemed to be

the net amount of consideration received by the Company therefor. If any Common Stock, Options or Convertible Securities are issued or

sold for a consideration other than cash, the amount of such consideration received by the Company will be the fair value of such consideration,

except where such consideration consists of publicly traded securities, in which case the amount of consideration received by the Company

for such securities will be the arithmetic average of the VWAPs of such security for each of the five Trading Days immediately preceding

the date of receipt. If any Common Stock, Options or Convertible Securities are issued to the owners of the non-surviving entity in connection

with any merger in which the Company is the surviving entity, the amount of consideration therefor will be deemed to be the fair value

of such portion of the net assets and business of the non-surviving entity as is attributable to such Common Stock, Options or Convertible

Securities, as the case may be. The fair value of any consideration other than cash or publicly traded securities will be determined

jointly by the Company and the Holder. If such parties are unable to reach agreement within ten days after the occurrence of an event

requiring valuation (the “Valuation Event”), the fair value of such consideration will be determined within five Trading

Days after the tenth day following such Valuation Event by an independent, reputable appraiser jointly selected by the Company and the

Holder. The determination of such appraiser shall be final and binding upon all parties absent manifest error and the fees and expenses

of such appraiser shall be borne by the Company.

(v)

Record Date. If, during the Restricted Period, the Company takes a record of the holders of Common Stock for the purpose of entitling

them (A) to receive a dividend or other distribution payable in Common Stock, Options or in Convertible Securities or (B) to subscribe

for or purchase Common Stock, Options or Convertible Securities, then such record date will be deemed to be the date of the issue or

sale of the Common Stock deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution

or the date of the granting of such right of subscription or purchase (as the case may be).

Other Events. In the event that the Company shall take any action to which the provisions hereof are not strictly applicable,

or, if applicable, would not operate to protect the Holder from dilution or if any event occurs of the type contemplated by the provisions

of this Section 3 but not expressly provided for by such provisions (including, without limitation, the granting of stock appreciation

rights, phantom stock rights or other rights with equity features), then the Company’s board of directors shall in good faith determine

and implement an appropriate adjustment in the Exercise Price and the number of Warrant Shares (if applicable) so as to protect the rights

of the Holder; provided, that no such adjustment pursuant to this Section 3(d) will increase the Exercise Price or decrease the

number of Warrant Shares as otherwise determined pursuant to this Section 3; provided, further, that if the Holder does

not accept such adjustments as appropriately protecting its interests hereunder against such dilution, then the Company’s board

of directors and the Holder shall agree, in good faith, upon an independent investment bank of nationally recognized standing to make

such appropriate adjustments, whose determination shall be final and binding and whose fees and expenses shall be borne by the Company.

Permitted Facilities. Notwithstanding anything to the contrary in this Section 3 or elsewhere in this Warrant, none of (i) the

Company’s entry into, establishment or maintenance of, or performance of its obligations under, or (ii) the offer, issuance or

sale of any shares of Common Stock or Common Stock Equivalents (including any commitment shares, fee shares or shares issued or issuable

to any placement agent or qualified independent underwriter in connection therewith) pursuant to, either Permitted Facility shall (A)

constitute or be deemed a Subsequent Financing, a Dilutive Issuance, or an issuance or sale (or deemed issuance or sale) of Common Stock

for purposes of this Section 3, (B) result in any adjustment or reduction of the Exercise Price or any increase in the number of Warrant

Shares, or (C) constitute a breach or violation of, or a default under, this Warrant (including, without limitation, Section 5(d) hereof).

For purposes hereof, “Permitted Facilities” means, collectively, (1) the committed equity facility of up to $25,000,000 established

or to be established by the Company with Roth Principal Investments, LLC or its affiliates, providing for the purchase of shares of Common

Stock (the “CEF”), and (2) the Company’s at-the-market offering facility with ThinkEquity LLC (the “ATM”),

in each case including any related purchase agreement, sales agreement, registration statement, prospectus, prospectus supplement and

other documentation, and any amendment, restatement, supplement or replacement thereof, in each case entered into in furtherance of the

Company’s restructuring, recapitalization or refinancing of its indebtedness. The Holder’s acceptance of this Warrant constitutes

the Holder’s irrevocable consent to, and waiver of any adjustment or other right arising under this Warrant in respect of, each

Permitted Facility, and no separate consent or waiver shall be required in connection therewith.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this

Warrant and the other Transaction Documents 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 and the other

Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein.

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.

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 email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment

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

(ii)

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

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

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

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

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

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

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

up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its last email

address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective

date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution,

redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to

be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification,

consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected

that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other

property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided, that

the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action

required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public

information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant

to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of

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

avoidance of doubt, solely for purposes of determining the Holder’s entitlement to any distribution (including any cash dividend,

return of capital, or distribution of proceeds from any asset disposition), the Holder shall be deemed to have exercised this Warrant

(without regard to any Beneficial Ownership Limitation) immediately prior to the applicable record date, and the Company shall, on the

payment date of such distribution, deliver to the Holder the same consideration per Warrant Share as would have been payable to a holder

of Common Stock as of such record date; provided, that, to the extent delivery in kind would result in the Holder exceeding the

Beneficial Ownership Limitation, the excess portion shall be paid in cash or held in abeyance (with respect to non-cash consideration,

in trust or escrow or by delivering equivalent value in cash) until such delivery would not result in the Holder exceeding the Beneficial

Ownership Limitation.

Transfer of Warrant.

Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof

and to the provisions of Section 4.1 of the Purchase Agreement, 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 Trading Days of

the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned

in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

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

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

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

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

or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the original Issue Date and

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

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

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

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

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

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, deliver an unqualified opinion of counsel issued to the Company and reasonably acceptable

to the Company.

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.

Miscellaneous.

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. In no event shall the Company be required to net cash settle an exercise of this Warrant. It is the intention

of the Company and the Holder that this Warrant be classified as an instrument within stockholders’ equity of the Company for accounting

purposes, and the parties shall not take any position inconsistent with such treatment except to the extent otherwise required by the

Company’s independent registered public accounting firm or by applicable law.

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

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

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

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

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

or stock certificate.

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

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

Day.

Authorized Shares.

(i)

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

solely for the purpose of effecting the exercise of this Warrant, a number of shares of Common Stock at least equal to the number of

Warrant Shares then issuable upon exercise of this Warrant in full (or, if less, the maximum number of shares of Common Stock that are

then authorized but unissued and not otherwise reserved for issuance), in accordance with the Company’s obligations under Section

4.16 of the Purchase Agreement. 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).

(ii)

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

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

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

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

be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Notwithstanding the foregoing,

none of (i) the redomestication, conversion or continuance of the Company from the State of Delaware to the State of Nevada (the “Redomestication”),

or (ii) any amendment, restatement, replacement or adoption of the Company’s certificate of incorporation, bylaws or other organizational

or governing documents solely to the extent necessary to effect the Redomestication, shall be deemed to avoid or seek to avoid, or otherwise

to violate or breach, this Section, so long as (A) the Company remains the same legal entity (or its direct successor by operation of

law in the Redomestication) and the Redomestication does not constitute a Fundamental Transaction; (B) this Warrant remains in full force

and effect on the same terms, and the Redomestication and any related changes to the Company’s organizational or governing documents

do not impair, reduce or otherwise adversely affect the rights, preferences or economic benefits of the Holder under this Warrant, including,

but not limited to, the Exercise Price, the number of Warrant Shares and the adjustment, anti-dilution and reset provisions of Section

3; (C) the Company’s post-Redomestication organizational and governing documents contain no provision that conflicts with, or would

impair the Company’s ability to perform, its obligations under this Warrant; and (D) the Company has reserved, and continues to

reserve, a number of shares sufficient to satisfy its obligations under Section 5(d)(i). 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 its best 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.

(iii)

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.

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

in accordance with the provisions of the Purchase Agreement.

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.

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

operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies, notwithstanding the fact that

the right to exercise this Warrant terminates on the Termination Date. Without limiting any other provision of this Warrant or the Purchase

Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages

to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but

not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any

amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

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

be delivered in accordance with the notice provisions of the Purchase Agreement.

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

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

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

or by creditors of the Company.

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.

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.

Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and

the Holder.

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.

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.

Certain Definitions. For purposes of this Warrant, the following terms shall have the following meanings:

a. “Convertible

Securities” means any capital stock or other security of the Company that is at

any time and under any circumstances directly or indirectly convertible into, exercisable

or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital

stock or other security of the Company (including, without limitation, Common Stock).

b. “Options”

means any rights, warrants or options to subscribe for or purchase Common Stock or Convertible

Securities.

c. “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.

d. “VWAP”

means, for any security as of any date, the dollar volume-weighted average price for such

security on the principal securities exchange or securities market on which such security

is then traded during the period beginning at 9:30:01 a.m., New York time, and ending at

4:00:00 p.m., New York time, as reported by Bloomberg through its “Volume at Price”

function or, if the foregoing does not apply, the dollar volume-weighted average price of

such security in the over-the-counter market on the electronic bulletin board for such security

during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New

York time, as reported by Bloomberg, or, if no dollar volume-weighted average price is reported

for such security by Bloomberg for such hours, the average of the three highest closing bid

prices and the three lowest closing ask prices of all of the market makers for such security

as reported in the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets

LLC). If VWAP cannot be calculated for such security on such date on any of the foregoing

bases, the VWAP of such security on such date shall be the fair market value as mutually

determined by the Company and the Holder. If the Company and the Holder are unable to agree

upon the fair market value of such security, then such dispute shall be resolved in accordance

with the procedures in Section 13 of the Securities Purchase Agreement. All such determinations

shall be appropriately adjusted for any stock dividend, stock split, stock combination or

other similar transaction during such period.

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

(Signature

Page Follows)

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

indicated.

COMPANY:

POLAR

POWER, INC.

By:

/s/

Arthur D. Sams

Name:

Arthur

D. Sams

Title:

Chief

Executive Officer

NOTICE

OF EXERCISE

TO:

POLAR POWER, INC.

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

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

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

☐

in lawful money of the United States; or

☐

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

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

set forth in subsection 2(c).

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

___________________________________

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:

________________________________________________________________________________________

ASSIGNMENT

FORM

(To

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

FOR

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

Name:

Address:

Phone

Number:

Address:

Dated:

___________________

Holder’s

Signature: ___________________________

Holder’s

Address: ____________________________

EX-10.3

Filename: ex10-3.htm · Sequence: 5

Exhibit

10.3

NEITHER

THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION

OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED

(THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS

OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE

OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

COMMON

STOCK PURCHASE WARRANT

POLAR

POWER, INC.

Warrant

Shares: 83,841

Issue

Date: July 21, 2026

THIS

COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Mayers Ventures 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 the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New

York City time) on July 21, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase

from Polar Power, Inc., a Delaware corporation (the “Company”), up to 83,841 shares (as subject to adjustment

hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant

shall be equal to the Exercise Price, as defined in Section 2(b).

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

Purchase Agreement (the “Purchase Agreement”), dated July 21, 2026, by and among the Company and the purchasers

party thereto (each, a “Purchaser”). This Warrant is issued to the Holder in its capacity as the holder of the Company’s

Convertible Promissory Note, dated June 30, 2026 (the “Note”), pursuant to Section 2.2 of the Purchase Agreement, for no

additional consideration and on the same terms and conditions as the Warrants issued to the Purchasers thereunder.