Form 8-K

8-K — Inmune Bio, Inc.

Accession: 0001213900-26-113535

Filed: 2026-10-29

Period: 2026-10-27

CIK: 0001711754

SIC: 2836 (BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES))

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0309967-8k_inmune.htm (Primary)

EX-4.1 — FORM OF COMMON WARRANT (ea030996701ex4-1.htm)

EX-5.1 — OPINION OF SICHENZIA ROSS FERENCE CARMEL LLP (ea030996701ex5-1.htm)

EX-10.1 — FORM OF SECURITIES PURCHASE AGREEMENT, DATED OCTOBER 27, 2026, BY AND BETWEEN THE COMPANY AND THE PURCHASER (ea030996701ex10-1.htm)

EX-10.2 — PLACEMENT AGENCY AGREEMENT, DATED OCTOBER 27, 2026, BY AND BETWEEN THE COMPANY AND A.G.P./ALLIANCE GLOBAL PARTNERS (ea030996701ex10-2.htm)

EX-99.1 — PRESS RELEASE DATED OCTOBER 28, 2026 (ea030996701ex99-1.htm)

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8-K — CURRENT REPORT

8-K (Primary)

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0001711754

2026-10-27

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

October 27, 2026

INMUNE BIO INC.

(Exact name of registrant as specified in charter)

Nevada

001-38793

47-5205835

(State or other jurisdiction

(Commission File Number)

(IRS Employer

of incorporation)

Identification No.)

225 NE Mizner Blvd., Suite 640, Boca Raton,

Florida 33432

(Address of Principal Executive Offices) (Zip Code)

(561) 710-0512

(Registrant’s Telephone Number, Including

Area Code)

Not Applicable

(Former Name or Former Address, If Changed Since

Last Report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (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 $0.001 per share

INMB

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01

Entry into a Material Definitive Agreement.

Securities Purchase

Agreement

On October 27, 2026,

INmune Bio Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with

a single investor (the “Purchaser”), pursuant to which the Company agreed to issue and sell to the Purchaser, in a

registered direct offering (the “Registered Direct Offering”), 3,000,000 shares (the “Shares”) of the

Company’s common stock, par value $0.001 per share (the “Common Stock”), at an offering price of $1.50 per share.

In a concurrent private placement (the “Private Placement” and, together with the Registered Direct Offering, the

“Offering”), the Company also agreed to issue to the Purchaser unregistered warrants (the “Common Warrants”)

to purchase up to 3,000,000 shares of Common Stock (the “Common Warrant Shares”). The Offering is expected to close on

October 29, 2026 (the “Closing Date”), subject to the satisfaction of customary closing conditions. The Company expects

to receive aggregate gross proceeds of $4.5 million from the Offering, before deducting placement agent fees and offering expenses

and excluding the proceeds, if any, from the exercise of the Common Warrants sold in the Private Placement.

The Shares were offered and sold pursuant to the Company’s shelf

registration statement on Form S-3 (File No. 333-279036), declared effective by the U.S. Securities and Exchange Commission (the “SEC”)

on August 7, 2024, and a prospectus supplement filed with the SEC on October 28, 2026. A copy of the legal opinion and consent of Sichenzia

Ross Ference Carmel LLP relating to the Shares is attached hereto as Exhibit 5.1.

The Common Warrants and the Common Warrant Shares were offered and

sold pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act. The Common Warrants have an exercise

price of $1.65 per share, will be exercisable beginning on April 27, 2027 (the date that is six months after the date of issuance) (the

“Initial Exercise Date”) and will expire on April 27, 2032 (five years from the Initial Exercise Date). If at the time of

exercise there is no effective registration statement registering, or the prospectus contained therein is not available for, the resale

of the Common Warrant Shares, the Common Warrants may be exercised on a cashless basis, and the Common Warrants will be automatically

exercised on a cashless basis on the expiration date. The Purchaser may not exercise any portion of the Common Warrants to the extent

that the Purchaser, together with its affiliates and attribution parties, would beneficially own more than 9.99% of the outstanding Common

Stock immediately after exercise, which percentage may be increased or decreased by the Purchaser upon notice to the Company, provided

that it may not exceed 19.99% and any increase will not be effective until the 61st day after such notice. The exercise price and number

of Common Warrant Shares are subject to adjustment in the event of stock dividends, stock splits, reclassifications and similar events,

and the Purchaser is entitled to participate in certain pro rata distributions and purchase rights, subject to the beneficial ownership

limitation described above. In the event of certain fundamental transactions, holders of the Common Warrants may, at its option, require

the Company or any successor entity to purchase the Common Warrants for an amount equal to the Black Scholes value of the unexercised

portion thereof, subject to certain limitations.

The Company also agreed to file a registration statement on Form S-1

(or other available form) providing for the resale of the Common Warrant Shares (the “Resale Registration Statement”) as soon

as practicable (and in any event within 30 calendar days of the Closing Date), to use commercially reasonable efforts to cause the Resale

Registration Statement to become effective within 90 days following its filing date (or 120 days in the event of a review by the Securities

and Exchange Commission (the “SEC”)), and to keep the Resale Registration Statement effective at all times until the Purchaser

no longer owns any Common Warrants or Common Warrant Shares.

The Purchase Agreement contains

customary representations, warranties and agreements of the Company and the Purchaser, customary conditions to closing, indemnification

obligations of the Company, other obligations of the parties and termination provisions.

Placement Agency Agreement

In connection with the Offering, on October 27, 2026, the Company entered

into a placement agency agreement (the “Placement Agency Agreement”) with A.G.P./Alliance Global Partners (the “Placement

Agent”), pursuant to which the Placement Agent agreed to act as the sole placement agent for the Offering on a “reasonable

best efforts” basis. The Company agreed to pay the Placement Agent a cash fee equal to 7.0% of the gross proceeds of the Offering,

to reimburse the Placement Agent for accountable legal expenses of up to $100,000 and to pay non-accountable expenses of up to $25,000.

The Placement Agency Agreement

contains customary representations, warranties and covenants of the Company, conditions to closing, indemnification and contribution obligations

and other provisions customary for transactions of this nature.

The foregoing descriptions of the Common Warrants, the Purchase Agreement

and the Placement Agency Agreement are not complete and are qualified in their entirety by reference to the full text of the form of Common

Warrant, the form of Purchase Agreement and the Placement Agency Agreement, copies of which are filed as Exhibits 4.1, 10.1 and 10.2,

respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item

3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form

8-K regarding the Common Warrants and the Common Warrant Shares is incorporated herein by reference. The Common Warrants and the Common

Warrant Shares have not been registered under the Securities Act and are being issued in reliance on the exemption from registration provided

by Section 4(a)(2) of the Securities Act, based in part on representations made by the Purchaser, including that it is an “accredited

investor” as defined in Rule 501(a) of Regulation D or a “qualified institutional buyer” as defined in Rule 144A(a)

under the Securities Act. The Common Warrants and the Common Warrant Shares may not be offered or sold in the United States absent registration

or an applicable exemption from registration requirements.

Item 7.01 Regulation FD Disclosure

On October 28, 2026, the

Company issued a press release announcing the pricing of the Offering. A copy of the press release is furnished as Exhibit 99.1 to this

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

The information contained

in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended

(the “Exchange Act”), or incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as

shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial statements and Exhibits

(d) Exhibits.

4.1

Form of Common Warrant

5.1

Opinion of Sichenzia Ross Ference Carmel LLP

10.1

Form of Securities Purchase Agreement, dated October 27, 2026, by and between the Company and the Purchaser

10.2

Placement Agency Agreement, dated October 27, 2026, by and between the Company and A.G.P./Alliance Global Partners

23.1

Consent of Sichenzia Ross Ference Carmel LLP (contained in Exhibit 5.1)

99.1

Press Release dated October 28, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INMUNE BIO INC.

Date: October 29, 2026

By:

/s/ David Moss

Name:

David Moss

Title:

Chief Executive Officer

EX-4.1 — FORM OF COMMON WARRANT

EX-4.1

Filename: ea030996701ex4-1.htm · Sequence: 2

Exhibit 4.1

NEITHER THIS SECURITY NOR THE SECURITIES FOR

WHICH THIS SECURITY IS EXERCISABLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY

STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE U.S. 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 WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED

INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

COMMON STOCK PURCHASE WARRANT

INMUNE

BIO Inc.

Warrant Shares: __________

Issue Date: ________

THIS COMMON STOCK PURCHASE

WARRANT (the “Warrant”) certifies that, for value received, ________________ or its assigns (the “Holder”)

is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after

April 27, 2027 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on April 27, 2032 (the

“Termination Date”), but not after the Termination Date, to subscribe for and purchase from INmune Bio Inc.,

a Nevada corporation (the “Company”), up to ____________ shares of common stock, par value $0.001 per share (the “Common

Stock”) of the Company (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of

one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Section 1. Definitions.

Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement

(the “Purchase Agreement”), dated October 27, 2026, among the Company and the Holder.

Section 2. Exercise.

(a) Exercise of Warrant.

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

Exercise Date and, unless earlier redeemed, on or before the Termination Date by delivery to the Company of a duly executed facsimile

copy or PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto as Exhibit A (the

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

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

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

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

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

or notarization) of any Notice of Exercise be required by the Company. Notwithstanding anything herein to the contrary, the Holder shall

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

hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation

within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this

Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering

the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The

Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company

shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee,

by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a

portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than

the amount stated on the face hereof.

For the avoidance of doubt, there is no circumstance

that would require the Company to net cash settle the Warrants.

(b) Exercise Price.

The exercise price per share of Common Stock under this Warrant shall be $1.65, subject to adjustment as provided for hereunder

(the “Exercise Price”).

If at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not

available for, the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole or in part, at such time

by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the

quotient obtained by dividing [(A-B) (X)] by (A), where:

(A) = as applicable:

(i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1)

both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant

to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b) of Regulation

NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading

Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading

Market as reported by Bloomberg L.P. (“Bloomberg”) as of the time of the Holder’s execution of the applicable

Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered

within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day)

pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise

is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular

trading hours” on such Trading Day;

(B) = the Exercise

Price of this Warrant, as adjusted hereunder, in effect on the date of exercise; and

(X) = the number

of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were

by means of a cash exercise rather than a cashless exercise.

If Warrant Shares

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

the Warrant Shares shall take on the characteristics of the Warrants being exercised and any holding period of the Warrant Shares being

issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary to this Section 2(c).

“Bid Price”

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

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

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

time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the VWAP of the Common Stock for such date (or

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

or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or a similar organization or agency succeeding

to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases,

the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Purchasers of

a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall

be paid by the Company.

“Trading Day”

means any day on which the Trading Market is open for trading, including any day on which the Trading Market is open for trading for a

period of time less than the customary time.

“VWAP” means,

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

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

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

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

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

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

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

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

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

expenses of which shall be paid by the Company.

Notwithstanding anything herein

to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant to this Section

2(c), subject to the limitations in Section 2(e) hereof.

(d) Mechanics of Exercise.

i. Delivery

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

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

through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system

and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant

Shares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant

to Rule 144 (assuming cashless exercise of the Warrants), and otherwise by crediting the account of the Holder in the DRS book entry system

maintained by the transfer agent for the Common Stock, registered in the Company’s share register in the name of the Holder or its

designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder

in the Notice of Exercise by the date that is the earliest of (i) one (1) Trading Day after the delivery to the Company of the Notice

of Exercise, provided that payment of the aggregate Exercise Price (other than in the instance of a cashless exercise) is received by

the Company by such date, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number

of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise, provided that payment

of the aggregate Exercise Price (other than in the instance of a cashless exercise) is received by the Company by such date (such date,

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

purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective

of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless

exercise) is received within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement

Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject

to a Notice of Exercise by the Warrant Share Delivery Date, provided that payment of the aggregate Exercise Price (other than in the instance

of a cashless exercise) is received by the Company by such date, the Company shall pay to the Holder, in cash, as liquidated damages and

not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the

applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the third Trading Day after the Warrant Share

Delivery Date) for each Trading Day after such Warrant Share Delivery Date until the earlier of such Warrant Shares being delivered or

Holder rescinds such exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this

Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement

period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect

on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered

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

of the Purchase Agreement, the Company agrees to deliver, or cause to be delivered, the Warrant Shares subject to such notice(s) by 4:00

p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes

hereunder, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received by such Warrant

Share Delivery Date.

ii. Delivery

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

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

the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects

be identical with this Warrant.

iii. Rescission

Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i)

by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

iv. Compensation

for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, if

the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section

2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date (other than any such failure that is solely due to

any action or inaction by the Holder with respect to such exercise), and if after such date the Holder is required by its broker to purchase

(in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver

in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”),

then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including

brokerage commissions, if any) for the Warrant Shares so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant

Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the

sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of

the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed

rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with

its exercise and delivery obligations hereunder. For example, if the Holder purchases shares of Common Stock having a total purchase price

of $11,000 to cover a Buy-In with respect to an attempted exercise of Warrants with an aggregate sale price giving rise to such purchase

obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000.

The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request

of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available

to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect

to the Company’s failure to timely deliver shares of Common Stock upon exercise of the Warrant as required pursuant to the terms

hereof.

v. No Fractional

Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As

to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election,

either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or

round up to the next whole share of Common Stock.

vi. Charges,

Taxes and Expenses. The issuance and delivery of Warrant Shares shall be made without charge to the Holder for any issue or transfer

tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the

Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however,

that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for

exercise shall be accompanied by the Assignment Form, attached hereto as Exhibit B, duly executed by the Holder and the Company

may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company

shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company

(or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

vii. Closing

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

pursuant to the terms hereof.

(e) Holder’s Exercise

Limitations. 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 (i) the Holder’s Affiliates, (ii) any other Persons acting as a

group together with the Holder or any of the Holder’s Affiliates, and (iii) any other Persons whose beneficial ownership of the

shares of Common Stock would or could be aggregated with the Holder’s for the purposes of Section 13(d) (such Persons, “Attribution

Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the

foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall

include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being

made, but shall exclude the number of Warrant Shares 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 and shall have no liability for exercises

of the Warrant that are not in compliance with the Beneficial Ownership Limitation, except to the extent the Holder relies on the number

of outstanding shares of Common Stock that was provided by the Company. 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, and

the Company shall have no obligation to verify or confirm the accuracy of such determination and shall have no liability for exercises

of the Warrant that are not in compliance with the Beneficial Ownership Limitation, except to the extent the Holder relies on the number

of outstanding shares of Common Stock that was provided by the Company. For purposes of this Section 2(e), in determining the number of

outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s

most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company

or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding.

Upon the written or oral request of a Holder, the Company shall within one 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 Warrant Shares issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial

Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 19.99% of

the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of Warrant Shares upon exercise of

this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership

Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this

paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct

this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein

contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained

in this paragraph shall apply to a successor holder of this Warrant. If the Warrant is unexercisable as a result of the Holder’s

Beneficial Ownership Limitation, no alternate consideration is owing to the Holder.

Section 3. Certain

Adjustments.

(a) Stock Dividends

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

or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which,

for avoidance of doubt, shall not include any Warrant Shares issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding

shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of

Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock

of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares

of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the

number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant

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

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

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

or re-classification.

(b) Subsequent Rights

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

Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares

of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to

such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of

Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without

limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale

of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined

for the grant, issue or sale of such Purchase Rights (provided, however, that, to the extent that the Holder’s

right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder

shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as

a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until

such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets

(or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation,

any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement,

scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant,

then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have

participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without

regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the

date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares

of Common Stock are to be determined for the participation in such Distribution (provided, however, that, to the extent

that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation,

then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares

of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the

benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership

Limitation).

(d) 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 the assets of the Company

and its Subsidiaries, taken as a whole, 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 shares of Common Stock or 50% or more of the voting power of the common of equity of the Company, (iv) the Company, directly

or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Company’s

Common Stock or any compulsory share exchange pursuant to which the Company’s Common Stock is effectively converted into or exchanged

for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a

stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off,

merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires 50% or more of the

outstanding shares of Common Stock or 50% or more of the voting power of the common equity of the Company (each a “Fundamental

Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant

Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option

of the Holder (without regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of shares of Common Stock

of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the

“Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares

of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation

in Section 2(e) on the exercise of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be

appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of

one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration

in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common

Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be

given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction.

Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, the Company or any Successor Entity (as defined below)

shall, at the Holder’s option, exercisable at any time concurrently with, or within thirty (30) days after, the consummation of

the Fundamental Transaction (or, if later, the date of the public announcement of the applicable Fundamental Transaction), purchase this

Warrant from the Holder by paying to the Holder, as described below, an amount of consideration equal to the Black Scholes Value (as defined

below) of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction; provided,

however, that, if the Fundamental Transaction is not within the Company’s control, including not approved by the Company’s

Board of Directors, the Holder shall only be entitled to receive from the Company or any Successor Entity, as of the date of the consummation

of such Fundamental Transaction the same type or form of consideration (and in the same proportion), valued at the Black Scholes Value

of the unexercised portion of this Warrant, that is being offered and paid to the holders of Common Stock of the Company in connection

with the Fundamental Transaction, whether that consideration be in the form of cash, stock or any combination thereof, or whether the

holders of Common Stock are given the choice to receive from among alternative forms of consideration in connection with the Fundamental

Transaction; provided further, that if holders of Common Stock of the Company are not offered or paid any consideration in such Fundamental

Transaction, such holders of Common Stock will be deemed to have received shares of the Successor Entity (which Successor Entity may be

the Company following such Fundamental Transaction) in such Fundamental Transaction. “Black Scholes Value” means the value

of this Warrant based on the Black-Scholes Option Pricing Model obtained from the “OV” function on Bloomberg determined as

of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate

corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the applicable contemplated

Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the greater of (1) 100% and (2) the 100 day volatility

obtained from the HVT function on Bloomberg (determined utilizing a 365-day annualization factor) as of the Trading Day immediately following

the public announcement of the applicable contemplated Fundamental Transaction, (C) the underlying price per share used in such calculation

shall be the greater of (i) the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration,

if any, being offered in such Fundamental Transaction and (ii) the highest VWAP during the ten (10) Trading Days prior to the closing

of the applicable contemplated Fundamental Transaction and (D)a remaining option time equal to the time between the date of the public

announcement of the applicable Fundamental Transaction and the Termination Date and (E) a zero cost of borrow. The payment of the Black

Scholes Value will be made by wire transfer of immediately available funds within five Trading Days of the Holder’s election (or,

if later, on the effective date of the Fundamental Transaction). The Company shall cause any successor entity in a Fundamental Transaction

in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the

Company under this Warrant and the other Transaction Documents in accordance with the provisions of this Section 3(d) pursuant to written

agreements in form and substance reasonably satisfactory to the Holder 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.

(e) Calculations.

All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes

of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the

number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

(f) Notice to Holder.

i. Adjustment

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

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

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

ii. Notice

to Allow Exercise by Holder. If, while the Warrant is outstanding, (A) the Company declares a dividend (or any other distribution

in whatever form) on the shares of Common Stock, (B) the Company declares a special nonrecurring cash dividend on, or a redemption of,

the shares of Common Stock, (C) the Company authorizes the granting to all holders of the shares of 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 shareholders of the Company

is required in connection with a Fundamental Transaction, or (E) the Company authorizes the voluntary or involuntary dissolution, liquidation

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

Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar

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

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

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

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

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

shares of 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.

iii. Voluntary

Adjustment by the Company. Subject to the rules and regulations of the Trading Market, the Company may at any time during the term

of this Warrant reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the board of directors

of the Company.

Section 4. Transfer

of Warrant.

(a) Transferability.

Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and 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 (3) Trading Days of the date on which the Holder delivers an assignment form to the

Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for

the purchase of Warrant Shares without having a new Warrant issued.

(b) New Warrants.

Subject to compliance with applicable securities laws, this Warrant may be divided or combined with other Warrants upon presentation hereof

at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are

to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be

involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant

or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the

initial issuance date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant

thereto.

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

in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the

absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual

notice to the contrary.

(d) Transfer Restrictions.

If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not

be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities

or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements

pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant,

as the case may be, comply with the provisions of Section 5.7 of the Purchase Agreement.

(e) Representation by the

Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof,

will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling

such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to

sales registered or exempted under the Securities Act.

Section 5. Miscellaneous.

(a) No Rights as Stockholder

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

a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3.

Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant to Section 2(c) or to

receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company be required to net cash settle

an exercise of this Warrant.

(b) Loss, Theft, Destruction

or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the

loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft

or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting

of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver

a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

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

shall not be a Trading Day, then such action may be taken or such right may be exercised on the next succeeding Trading Day.

(d) Authorized Shares.

The Company covenants that,

during the period the Warrant is outstanding, it will reserve from its authorized and unissued shares of Common Stock a sufficient number

of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further

covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the

necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action

as may be necessary to assure that such Warrant Shares may be issued and delivered 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 and delivered upon the exercise of the purchase rights represented by this Warrant will, upon exercise

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

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

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

Except and to the extent as

waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of

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

other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times

in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to

protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company

will (i) not increase the par value of any shares of Common Stock 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 shares of Common Stock upon the exercise of this Warrant and (iii) use commercially reasonable

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

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

Before taking any action which

would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company

shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or

bodies having jurisdiction thereof.

(e) Governing Law.

All questions concerning the construction, validity, enforcement and interpretation of this Warrant 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

that would require the application of the laws of any other jurisdiction. Each party agrees that all legal proceedings concerning the

interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their

respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the

state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state

and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection

herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any

suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action

or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process

and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail

or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant and agrees

that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed

to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or

proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the

other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution

of such action or proceeding.

(f) Restrictions.

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

utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

(g) Nonwaiver and Expenses.

No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right

or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of this Warrant or the Purchase

Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages

to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but

not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts

due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

(h) Notices. Any

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

with the notice provisions of the Purchase Agreement.

(i) Limitation of Liability.

No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no

enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of

any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

(j) Remedies. The

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

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

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

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

(k) Successors and Assigns.

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

be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions

of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder

or holder of Warrant Shares.

(l) Amendment. This

Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

(m) Severability.

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

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

extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

(n) Headings. The

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

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

(Signature Page Follows)

IN WITNESS WHEREOF, the Company

has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

INmune Bio Inc.

By:

Name:

Title:

EXHIBIT A

NOTICE OF EXERCISE

TO: INmune Bio Inc.

(1) The undersigned hereby

elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and

tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2) Payment shall take the

form of (check applicable box):

☐ in lawful money

of the United States; or

☐ if permitted

the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise

this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in

subsection 2(c).

(3) Please issue said Warrant

Shares in the name of the undersigned or in such other name as is specified below:

_______________________________

The Warrant Shares shall be delivered to the following

DWAC Account Number:

_______________________________

(4) Accredited Investor. The

undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

[SIGNATURE OF HOLDER]

Name of Investing Entity:

Signature of Authorized Signatory of Investing Entity:

Name of Authorized Signatory:

Title of Authorized Signatory:

Date:

EXHIBIT B

ASSIGNMENT FORM

(To assign the foregoing Warrant, execute this

form and supply required information. Do not use this form to exercise the Warrant to purchase shares.)

FOR VALUE RECEIVED, the foregoing

Warrant and all rights evidenced thereby are hereby assigned to

Name:

(Please Print)

Address:

(Please Print)

Phone Number:

Email Address:

Dated: _______________ __, ______

Holder’s Signature:

Holder’s Address:

EX-5.1 — OPINION OF SICHENZIA ROSS FERENCE CARMEL LLP

EX-5.1

Filename: ea030996701ex5-1.htm · Sequence: 3

Exhibit 5.1

October 29, 2026

INmune Bio Inc.

225 NE Mizner Blvd., Suite 640

Boca Raton, Florida 33432

Re:

Registered Direct Offering Pursuant to Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel

to INmune Bio Inc., a Nevada corporation (the “Company), in connection with the Securities Purchase Agreement dated October 27,

2026 (the “Purchase Agreement”), by and between the Company and the purchaser signatory thereto (the “Purchaser”),

relating to the issuance and sale by the Company to the Purchasers of 3,000,000 shares (the “Shares”) of common stock, par

value $0.001 per share, of the Company (the “Common Stock”).

This opinion is being delivered

in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities

Act”).

In connection with this opinion,

we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following:

1. The Articles of Incorporation of the Company;

2. The Amended Bylaws of the Company;

3. The Purchase Agreement;

4. Registration Statement on Form S-3 (File No. 333-279036)

filed by the Company with the Securities and Exchange Commission (the “Commission”) on May 1, 2024, as amended on August

2, 2024, in the form in which it became effective on August 7, 2024 (the “Registration Statement”) pursuant to the Securities

Act;

5. The prospectus supplement dated October 27, 2028, filed with

the Commission pursuant to Rule 424(b)(5) promulgated under the Securities Act (the “Prospectus Supplement”), together with

the base prospectus dated May 1, 2024;

6. The Placement Agency Agreement, dated October 27, 2026, by

and between the Company and A.G.P./Alliance Global Partners; and

7. Unanimous Written Consent of the Board of Directors of the

Company approving the Purchase Agreement.

We have also examined originals

or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates and

receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents as

we have deemed necessary or appropriate as a basis for the opinions stated below.

In our examination, we have

assumed the genuineness of all signatures, including endorsements, the legal capacity and competency of all natural persons, the authenticity

of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic,

certified or photostatic copies, and the authenticity of the originals of such copies. In making our examination of executed documents,

we have assumed (i) that the parties thereto, other than the Company, had the power, corporate or other, to enter into and perform all

obligations thereunder and (ii) the due authorization by all requisite action, corporate or other, and the execution and delivery by such

parties of such documents, and the validity and binding effect thereof on such parties.

The opinion expressed below

is limited to the federal securities laws of the United States of America and the corporate laws of the State of Nevada and we express

no opinion as to the effect on the matters covered by the laws of any other jurisdiction.

Based upon and subject to

the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued and sold in the manner described in the

Registration Statement, the Prospectus Supplement and the Purchase Agreement, will be validly issued, fully paid and non-assessable.

We hereby consent to the

filing of this opinion with the Commission as an exhibit to the Company’s Current Report on Form 8-K being filed on the date hereof

and incorporated by reference into the Registration Statement. We also hereby consent to the reference to our firm under the caption “Legal

Matters” in the Prospectus Supplement. In giving this consent, we do not thereby admit that we are within the category of persons

whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any

subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.

Very truly yours,

/s/ Sichenzia Ross Ference Carmel LLP

Sichenzia Ross Ference Carmel LLP

EX-10.1 — FORM OF SECURITIES PURCHASE AGREEMENT, DATED OCTOBER 27, 2026, BY AND BETWEEN THE COMPANY AND THE PURCHASER

EX-10.1

Filename: ea030996701ex10-1.htm · Sequence: 4

Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

This Securities Purchase

Agreement (this “Agreement”) is dated as of October 27, 2026, between INmune Bio Inc., a Nevada corporation (the “Company”)

and the purchaser identified on the signature page hereto (including its successors and assigns, the “Purchaser”).

WHEREAS, subject to the terms

and conditions set forth in this Agreement and pursuant to (i) an effective registration statement under the Securities Act (as defined

below), as to the Shares (as defined below), and (ii) an exemption from the registration requirements of Section 5 of the Securities Act

contained in Section 4(a)(2) thereof as to the Common Warrants (as defined below) and the Common Warrant Shares (as defined below), the

Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, securities of the Company

as more fully described in this Agreement.

NOW, THEREFORE, IN CONSIDERATION

of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are

hereby acknowledged, the Company and the Purchaser agree as follows:

ARTICLE I

DEFINITIONS

1.1 Definitions. In

addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings set

forth in this Section 1.1:

“Acquiring Person”

shall have the meaning ascribed to such term in Section 4.6.

“Affiliate”

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

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

“Anti-Money Laundering

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

“Base Prospectus”

means the prospectus included in the Registration Statement at the time it became effective, including the documents incorporated therein

by reference.

“Board of Directors”

means the board of directors, or any authorized committee thereof, of the Company.

“Business Day”

means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking

institutions in the State of New York are authorized or required by law or other governmental action to close.

“Closing”

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

“Closing Date”

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

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

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

the date hereof if this Agreement is entered into before 4:00 p.m. Eastern time, or no later than the second (2nd) Trading Day following

the date hereof, if this Agreement is entered at or after 4:00 p.m. Eastern time.

“Code”

means the United States Internal Revenue Code of 1986, as amended.

“Commission”

means the United States Securities and Exchange Commission.

“Common Stock”

means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter

be reclassified or changed.

“Common Stock Equivalents”

means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including,

without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable

or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Common Warrant

Shares” means the shares of Common Stock issuable upon exercise of the Common Warrants.

“Common Warrants”

means, collectively, the Common Stock purchase warrants delivered to the Purchaser at the Closing in accordance with Section 2.2(a) hereof,

which Common Warrants shall be exercisable six months after the date of issuance and have terms equal to 5 years from the initial exercise

date, in substantially the form of Exhibit B attached hereto.

“Company Counsel”

means Sichenzia Ross Ference Carmel LLP, with offices located at 1185 Avenue of the Americas, 31st Floor, New York, New York

10036.

“Disclosure Time”

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

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

otherwise instructed as to an earlier time by the Placement Agent, and (ii) if this Agreement is signed between midnight (New York City

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

instructed as to an earlier time by the Placement Agent.

“Disqualification

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

“DWAC”

shall have the meaning ascribed to such term in Section 2.2(a)(iv).

“EDGAR”

means the Commission’s Electronic Data Gathering, Analysis and Retrieval System.

“Environmental Laws”

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

“ERISA”

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

“Exchange Act”

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

“Exempt Issuance”

means (a) the issuance of shares of Common Stock, options, restricted stock units or other equity awards to employees, consultants, contractors,

advisors, officers or directors of the Company pursuant to any equity plan or arrangement duly adopted for such purpose, by the Board

of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered

to the Company, (b) the issuance of securities upon the exercise or exchange of or conversion of any Securities issued hereunder and upon

exercise, exchange or conversion of other securities, including Common Stock Equivalents, exercisable or exchangeable for or convertible

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

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

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

issuance of shares of Common Stock to existing holders of the Company’s securities, including Common Stock Equivalents, in compliance

with the terms of outstanding agreements entered into with, or instruments issued to, such holders, which agreements are in effect as

of the date hereof (and in accordance with the terms thereof as of the date hereof), provided that such securities are issued as “restricted

securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement

in connection therewith during the prohibition period in Section 4.12(a) herein, provided further that such securities have not been amended

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

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

than shares of Common Stock issuable to holders of the Company’s outstanding warrants upon the exercise of such warrants, provided

that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the

exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or

to extend the term of such securities; and (d) securities issued pursuant to acquisitions, joint ventures, strategic alliances, or other

strategic transactions, including without limitation collaborations or arrangements involving research and development or the purchase,

sale or licensing of intellectual property, approved by a majority of the disinterested directors of the Company, provided that

such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require

or permit the filing of any registration statement in connection therewith during the prohibition period in Section 4.12(a) herein, and

provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries,

an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company

additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities

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

“FCPA”

means the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder.

“Intellectual Property”

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

“Investment Company

Act” shall have the meaning ascribed to such term in Section 3.1(bb).

“Issuer Covered

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

“IT Systems”

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

“Legend Removal

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

“Lien”

means a lien, charge, mortgage, pledge, security interest, claim, right of first refusal, pre-emptive right, or other encumbrance of any

kind whatsoever.

“Lock-Up Agreements”

means the lock-up agreements, each dated as of or prior to the date hereof in substantially the form of Exhibit A.

“Material Adverse

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

“OFAC”

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

“Offering”

means the offering of the Securities hereunder.

“PCAOB”

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

“Per Share Purchase

Price” equals $1.50, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other

transactions of the Common Stock that occur after the date of this Agreement.

“Permits”

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

“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.

“Personal Data”

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

“Placement Agency

Agreement” means that certain Placement Agency Agreement by and between the Company and the Placement Agent, dated as of the

date hereof.

“Placement Agent”

means A.G.P./Alliance Global Partners.

“Preliminary Prospectus”

means each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), that describes

the Securities and the offering thereof, that omitted the Rule 430B Information and that was used prior to the filing of the Prospectus.

“Prospectus”

means the final prospectus supplement filed pursuant to the Registration Statement complying with Rule 424(b) of the Securities Act that

will be filed with the Commission and delivered by the Company to the Purchaser at or prior to the Closing.

“Purchaser Covered

Person” shall have the meaning ascribed to such term in Section 3.2(j).

“Purchaser Party”

shall have the meaning ascribed to such term in Section 4.9.

“Registration Statement”

means the effective registration statement filed with the Commission on Form S-3 (File No. 333-279036), as amended, including all information,

documents and exhibits filed with or incorporated by reference into such registration statement, which registers the sale of the Shares

and includes any Rule 462(b) Registration Statement.

“Required Actions”

means, collectively, (i) the filings contemplated by Section 4.5 of this Agreement, (ii) the filing with the Commission of the Prospectus,

a Current Report on Form 8-K and any other filings required to be made with the Commission, in each case, in connection with the transactions

contemplated by this Agreement, (iii) the notice and/or application(s) to the principal Trading Market for the listing of the Shares and

Common Warrant Shares for trading thereon in the time and manner required thereby, and (iv) filings required by the Financial Industry

Regulatory Authority (“FINRA”) or under state securities, or Blue Sky, laws in connection with the sale of the Securities.

“Resale Registration

Statement” shall have the meaning ascribed to such term in Section 4.18.

“Rule 144”

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

or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“Rule 424”

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

or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“Rule 430B Information”

means any information omitted from a registration statement at the time it became effective, but that is deemed to be part of and included

in such registration statement pursuant to Rule 430B under the Securities Act, including the pricing information set forth in Schedule

I hereto.

“Rule 462(b) Registration

Statement” means any registration statement prepared by the Company registering additional Shares, which was filed with the

Commission on or prior to the date hereof and became automatically effective pursuant to Rule 462(b) promulgated by the Commission pursuant

to the Securities Act.

“Sanctioned Country(ies)”

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

“Sanctioned Person(s)”

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

“Sanctions”

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

“SEC Reports”

shall mean all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act

and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the one (1) year preceding the date of this Agreement

(including, in each case, the exhibits thereto and documents incorporated by reference therein), together with the Preliminary Prospectus

and the Prospectus.

“Securities”

means the Shares, the Common Warrants and the Common Warrant Shares purchased pursuant to this Agreement.

“Securities Act”

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

“Shares”

means the shares of Common Stock issued or issuable to the Purchaser pursuant to this Agreement and, for the avoidance of doubt, does

not include the Common Warrant Shares.

“Short Sales”

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

locating and/or borrowing Common Stock).

“Subscription Amount”

means the aggregate amount to be paid for Shares and Common 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.

“Subsidiaries”

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

“Trading Day”

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

“Trading Market”

means The Nasdaq Capital Market (or any nationally recognized successor thereto); provided, however, that in the event the Company’s

Common Stock is ever listed or traded on The Nasdaq Global Market, The Nasdaq Global Select Market, the New York Stock Exchange, the NYSE

American, the NYSE Arca, the OTC Bulletin Board, or the OTCQX or the OTCQB operated by the OTC Markets Group, Inc. (or any nationally

recognized successor to any of the foregoing), then the “Trading Market” shall mean such other market or exchange on which

the Company’s Common Stock is then listed or traded.

“Transaction Documents”

means this Agreement, the Common Warrants, the Lock-Up Agreements and the Placement Agency Agreement, all exhibits and schedules thereto

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

“Transfer Agent”

means VStock Transfer, LLC, the current transfer agent of the Company, at its principal office in New York, New York, and any successor

transfer agent of the Company.

“USA Patriot Act”

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

“Variable Rate Transaction”

shall have the meaning ascribed to such term in Section 4.12(b).

ARTICLE II

PURCHASE AND SALE

2.1 Closing.

(a) On the Closing Date,

upon the terms and subject to the conditions set forth herein, the Company will sell, and the Purchaser agrees to purchase, (i) the number

of shares of Common Stock set forth under the heading “Subscription Amount” on the Purchaser’s signature page hereto

at the Per Share Purchase Price and (ii) Common Warrants exercisable for shares of Common Stock as calculated pursuant to Section 2.2(a).

Unless otherwise directed by the Placement Agent, the Purchaser’s Subscription Amount as set forth on the signature page hereto

executed by the Purchaser shall be made available for Delivery Versus Payment (“DVP”) settlement with the Company or

its designees. The Company shall deliver to the Purchaser its Shares and Common Warrants as determined pursuant to Section 2.2(a), and

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

the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur remotely via the exchange of documents and signatures

or such other location as the parties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares

shall occur via DVP settlement (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchaser’s

name and address and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by the Purchaser; upon

receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the Purchaser, and payment therefor shall

be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Unless otherwise directed by the Placement Agent,

the Common Warrants shall be issued to the Purchaser in originally signed form, which may be a “.pdf” image thereof at Closing

with the original signature page to be delivered promptly thereafter.

(b) Notwithstanding anything

herein to the contrary and subject to the satisfaction of the requirements of Section 5.7 hereof, if at any time on or after the time

of execution of this Agreement by the Company and the Purchaser through, and including the time immediately prior to the Closing (the

“Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of any Securities to be issued hereunder

to such Purchaser at the Closing (collectively, the “Pre-Settlement Securities”), such Person shall, automatically

hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be a Purchaser under this Agreement

unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Securities to such

Person at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities to such Person prior

to the Company’s receipt of the purchase price of such Pre-Settlement Securities hereunder; and provided, further, that the Company

hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or

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

sell any shares of Common Stock by such Purchaser shall solely be made at the time such Purchaser elects to effect any such sale, if any.

2.2 Deliveries.

(a) On or prior to the Closing

Date, the Company shall deliver or cause to be delivered to the Purchaser the following:

(i)

this Agreement duly executed by the Company and the Purchaser;

(ii) a legal opinion of the

Company Counsel, in form and substance reasonably satisfactory to the Placement Agent, dated as of the Closing Date;

(iii) the Company’s

wire instructions, on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer;

(iv) subject to the penultimate

sentence of Section 2.1(a), a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on

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

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

(v) an electronic copies

of the signed Common Warrant registered in the name of the Purchaser to purchase up to the number of shares of Common Stock equal to 100%

of the number of Shares purchased by the Purchaser pursuant to this Agreement with an exercise price equal to $1.65, subject to adjustment

as set forth therein; the original, signed Comon Warrant shall be delivered to the Purchaser in definitive form promptly following the

Closing Date;

(vi) the Preliminary Prospectus

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

(vii) Lock-up Agreements,

in form and substance reasonably acceptable to the Purchaser, executed by each of the Company’s executive officers and directors;

(viii) an Officer’s

Certificate, in form and substance reasonably satisfactory to the Placement Agent; and

(ix) a Secretary’s

Certificate, in form and substance reasonably satisfactory to the Placement Agent.

(b) On or prior to the Closing

Date, the Purchaser shall deliver or cause to be delivered to the Company the following:

(i) this Agreement duly executed

by such Purchaser; and

(ii) such Purchaser’s

Subscription Amount, which shall be made available for DVP settlement with the Company or its designees.

2.3 Closing Conditions.

(a) The obligations of the

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

(i) the accuracy in all material

respects (or, to the extent representations or warranties are qualified by materiality, in all respects) when made and on 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 in all material respects (or, to the extent representations or warranties are qualified by materiality in all respects)

as of such date);

(ii) all obligations, covenants

and agreements of the Purchaser required to be performed in all material respects at or prior to the Closing Date shall have been performed;

and

(iii) the delivery by the

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

(b) The respective obligations

of the Purchaser hereunder in connection with the Closing are subject to the following conditions being met:

(i) the accuracy in all material

respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when

made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein

in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality

or Material Adverse Effect, in all respects) as of such date);

(ii) all obligations, covenants

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

(iii) the delivery by the

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

(iv) there shall have been

no Material Adverse Effect with respect to the Company since the date hereof; and

(v) from the date hereof

to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Trading Market, and, at any time

prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or

minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor

shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred

any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or

any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable

or inadvisable to purchase the Securities at the Closing.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

3.1 Representations and

Warranties of the Company. The Company hereby makes the following representations and warranties to the Purchaser:

(a) Securities Act Compliance;

Registration. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities

Act, which Registration Statement became effective on August 7, 2024, including the Base Prospectus, and such amendments and supplements

thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and

no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Base

Prospectus or Preliminary Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to

the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission,

shall file the Prospectus with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto

became effective as determined under the Securities Act, at the date of this Agreement and at the Closing Date, the Registration Statement

and any amendments thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and

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

to make the statements therein not misleading; and the Base Prospectus, the Preliminary Prospectus and the Prospectus and any amendments

or supplements thereto, at the time the Base Prospectus, the Preliminary Prospectus, the Prospectus or any amendment or supplement thereto

was issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and

did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements

therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the

Registration Statement eligible to use Form S-3. The Company is eligible to use Form S-3 under the Securities Act. The conditions for

use of Form S-3 set forth in the General Instructions thereto, including but not limited to General Instruction I.B.6 and other conditions

related to the offer and sale of the Shares, have been satisfied.

(b) Organization and Qualification.

The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Nevada,

with power and authority (corporate and other) to own, lease and operate its properties and conduct its business as described in the SEC

Reports and to enter into and perform its obligations under this Agreement, and has been duly qualified as a foreign corporation for the

transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts

any business so as to require such qualification, except where the failure so to qualify or be in good standing would not reasonably be

expected to have a material adverse effect on (A) the business, prospects, management, financial position, stockholders’ equity

or results of operations of the Company and the Subsidiaries (defined below), considered as one enterprise, or (B) the legality, validity

or enforceability of any Transaction Document or the Company’s ability to perform in any material respect on a timely basis its

obligations under any Transaction Document; provided that a change in the market price or trading volume of the Common Stock alone shall

not be deemed, in and of itself, to constitute a Material Adverse Effect (a “Material Adverse Effect”).

Each subsidiary of the Company (each a “Subsidiary”, and collectively, the “Subsidiaries”) has been duly incorporated

(or organized) and is validly existing as a corporation (or other organization) in good standing under the laws of the jurisdiction of

its incorporation (or organization), with power and authority to own, lease and operate its properties and conduct its business as described

in the SEC Reports, and has been duly qualified as a foreign corporation (or other organization) for the transaction of business and is

in good standing under the laws of each other jurisdiction in which its owns or leases properties or conducts any business so as to require

such qualification, except where the failure so to qualify or be in good standing would not reasonably be expected to have a Material

Adverse Effect; all of the issued and outstanding capital stock (or other ownership interests) of each Subsidiary has been duly and validly

authorized and issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiaries, free and clear

of any security interest, mortgage, pledge, lien, encumbrance, claim or equity.

(d) Capitalization.

The Company has an authorized capitalization as set forth in the SEC Reports, and all of the issued and outstanding shares of capital

stock of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and conform to the descriptions

thereof contained in the SEC Reports; and none of the issued and outstanding shares of capital stock of the Company are subject to any

preemptive or similar rights.

(e) Reports. The Company

has filed all SEC Reports required under the Securities Act and Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for

the one year preceding the date of this Agreement, including, in each case, the exhibits thereto and documents incorporated by reference

therein, together with the Prospectus and the Preliminary Prospectus, on a timely basis or has received a valid extension (or waiver from

the Commission) of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective

dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable,

and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required

to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made,

not misleading.

(f) Authorization; Enforcement.

The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement

and each of the other Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

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

the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further

action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith or therewith other

than in connection with the Required Actions. This Agreement and each other Transaction Document to which the Company is a party has been

(or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will

constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as

limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application

affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance,

injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable

law.

(g) Shares; Common Warrants;

Common Warrant Shares. The Shares have been duly and validly authorized and, when issued and delivered to and paid for by the Purchaser

in accordance with the terms of this Agreement, will be duly and validly issued and fully paid and non-assessable and will conform in

all material respects to the descriptions thereof contained in the SEC Reports; and the issuance of such Shares is not subject to any

preemptive or similar rights. The Common Warrants have been duly and validly authorized and, when executed by the Company and delivered

to and paid for by the Purchaser in accordance with the terms of this Agreement, will be valid and binding agreements of the Company,

enforceable against the Company in accordance with their 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, and will conform in all material respects to the descriptions thereof in the SEC Reports. The Common Warrant Shares have been

duly and validly authorized and reserved for issuance upon exercise of the Common Warrants in a number sufficient to meet the current

exercise requirements. The Common Warrant Shares, when issued and delivered upon exercise of the Common Warrants in accordance therewith,

will be duly and validly issued and fully paid and non-assessable and will conform in all material respects to the descriptions thereof

contained in the SEC Reports; and the issuance of such Common Warrant Shares is not subject to any preemptive or similar rights.

(h) No Conflicts.

The issue and sale of the Securities, the execution of this Agreement by the Company and the compliance by the Company with all of the

provisions of this Agreement and the consummation of the transactions herein contemplated will not (A) conflict with or result in a breach

or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement

or other agreement or instrument to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries

is bound or to which any of the property or assets of the Company or any of the Subsidiaries is subject, (B) result in any violation of

the provisions of the certificate or articles of incorporation or by-laws (or other organization documents) of the Company or any of the

Subsidiaries or (C) result in the violation of any statute or any order, rule or regulation of any court or governmental agency or body

having jurisdiction over the Company or any of the Subsidiaries or any of their properties, except in the case of (A) or (C), where such

conflict, breach, violation, or default would not reasonably be expected to have a Material Adverse Effect; and no consent, approval,

authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue

and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement, except the registration

under the Securities Act of the Shares and the Required Actions.

(i) Financial Statements.

CBIZ Inc, which has expressed its opinion with respect to the financial statements and supporting schedules of the Company on a consolidated

basis for the fiscal years ended December 31, 2025 and 2024 filed with the Commission as a part of the Registration Statement, the Preliminary

Prospectus and the Prospectus was, for the applicable period as to which it expressed its opinion an independent registered public accounting

firm as required by the Securities Act, the Exchange Act, and the rules of the Public Company Accounting Oversight Board (“PCAOB”).

The financial statements, together with related schedules and notes, included in the Registration Statement, the Preliminary Prospectus

and the Prospectus comply in all material respects with the requirements of the Securities Act and present fairly the consolidated financial

position, results of operations and changes in financial position of the Company and the Subsidiaries on the basis stated in the Registration

Statement, the Preliminary Prospectus and the Prospectus at the respective dates or for the respective periods to which they apply; such

statements and related schedules and notes have been prepared in accordance with generally accepted accounting principles consistently

applied throughout the periods involved, except as disclosed therein; and the selected financial data and the summary financial data included

in the SEC Reports present fairly the information shown therein and have been compiled on a basis consistent with that of the financial

statements included in the Registration Statement, the Preliminary Prospectus and the Prospectus. The interactive data in eXtensible Business

Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all

material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

(j) No Material Change.

Neither the Company nor any Subsidiary has sustained since the date of the latest audited financial statements included in the SEC Reports

any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance,

or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the SEC Reports;

and, since the respective dates as of which information is given in the Registration Statement and the SEC Reports, (1) there has not

been any material change in the capital stock (other than as a result of the grant, vesting or exercise of stock options or other equity

incentives pursuant to the Company’s equity incentive plans or the issuance of deferred shares as described in the Registration

Statement and the SEC Reports) or long-term debt of the Company or any of the Subsidiaries, (2) there has not been any Material Adverse

Effect, (3) there have been no transactions entered into by, and no obligations or liabilities, contingent or otherwise, incurred by the

Company or any of the Subsidiaries, whether or not in the ordinary course of business, which are material to the Company and the Subsidiaries,

considered as one enterprise or (4) there has been no dividend or distribution of any kind declared, paid or made by the Company on any

class of its capital stock, in each case, otherwise than as set forth or contemplated in the SEC Reports.

(k) No Violations.

Neither the Company nor any of the Subsidiaries is (1) in violation of its certificate or articles of incorporation or bylaws (or other

organization documents) or (2) in violation of any law, ordinance, administrative or governmental rule or regulation applicable to the

Company or any of the Subsidiaries, or (3) in violation of any decree of any court or governmental agency or body having jurisdiction

over the Company or any of the Subsidiaries, or (4) in default in the performance of any obligation, agreement or condition contained

in any bond, debenture, note or any other evidence of indebtedness or in any agreement, indenture, lease or other instrument to which

the Company or any of the Subsidiaries is a party or by which any of them or any of their respective properties may be bound, except,

in the case of clauses (2), (3) and (4), where any such violation or default, individually or in the aggregate, would not reasonably be

expected to have a Material Adverse Effect.

(l) Property. Each

of the Company and each Subsidiary has good and marketable title to all real and personal property owned by it which is material to the

business of the Company and its Subsidiaries, taken as a whole, in each case free and clear of all liens, encumbrances and defects except

such as are described in the SEC Reports or such 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 or any Subsidiary; and any real property and buildings held

under lease by the Company or any Subsidiary which is material to the business of the Company and its Subsidiaries, taken as a whole,

are held under valid, subsisting and enforceable leases with such exceptions as are not material and do not materially interfere with

the use made and proposed to be made of such property and buildings by the Company or any Subsidiary.

(m) Proceedings. Other

than as set forth in the SEC Reports, there are no legal or governmental proceedings pending to which the Company or any of the Subsidiaries

is a party or of which any property of the Company or any of the Subsidiaries is the subject which, if determined adversely to the Company

or the Subsidiary, individually or in the aggregate, would have or may reasonably be expected to have a Material Adverse Effect, or which

are required to be described in the Registration Statement or the SEC Reports; and, to the best of the Company’s knowledge, no such

proceedings are threatened or contemplated by governmental authorities or others.

(n) Permits. The Company

and the Subsidiaries possess all permits, licenses, approvals, consents and other authorizations (collectively, “Permits”)

issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the businesses now operated

by them, except where the failure to so possess, individually or in the aggregate, would not reasonably be expected to have a Material

Adverse Effect; the Company and the Subsidiaries are in compliance with the terms and conditions of all such Permits and all of the Permits

are valid and in full force and effect, except, in each case, where the failure so to comply or where the invalidity of such Permits or

the failure of such Permits to be in full force and effect, individually or in the aggregate, would not reasonably be expected to have

a Material Adverse Effect; and neither the Company nor any Subsidiary has received any written notice of proceedings relating to the revocation

or material modification of any such Permits which, singly or in the aggregate, if subject to any unfavorable decision, ruling or finding,

would reasonably be expected to have a Material Adverse Effect.

(o) Intellectual Property.

Except where a failure thereof would not result in a Material Adverse Effect, the Company and the Subsidiaries own all rights in, or possess,

or can acquire on reasonable terms, licenses to all copyrights, software, trade secrets, mask works, know-how, Internet domain names;

trademarks, service marks, trade names, and other indicia of origin; and inventions (whether or not patentable), patents and patent rights

(collectively “Intellectual Property”) material to carrying on the businesses of the Company and its Subsidiaries,

taken as a whole, as described in the SEC Reports. Neither the Company nor any Subsidiary has received any written correspondence relating

to, or notice of, any misappropriation, infringement of or other violation of or conflict with the rights of others in any Intellectual

Property, and to the knowledge of the Company there is no and has been no such misappropriation, infringement, violation or conflict and

which misappropriation, infringement, violation or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity

or inadequacy, individually or in the aggregate, would have or may reasonably be expected to have a Material Adverse Effect. Neither the

Company nor any Subsidiary has received any written correspondence relating to, or notice of any allegation that any Intellectual Property

owned by or held for use by the Company is invalid or inadequate to protect the interest of the Company and the Subsidiaries, or any challenge

to the Company or any Subsidiary’s ownership of any Intellectual Property, and to the knowledge of the Company there is no valid

basis for any such allegation or challenge and which invalidity or inadequacy would have or may reasonably be expected to have a Material

Adverse Effect.

(p) Labor Disputes.

No material labor dispute with the employees of the Company or the Subsidiaries exists, or, to the knowledge of the Company, is imminent.

The Company is not aware of any existing or imminent labor disturbance by the employees of any of its or any Subsidiary’s principal

suppliers, manufacturers, customers or contractors, which, individually or in the aggregate, may reasonably be expected to result in a

Material Adverse Effect.

(q) Insurance. The

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

amounts as are, in the Company’s judgement, prudent and customary in the businesses in which they are engaged, except as would not

reasonably be expected to have a Material Adverse Effect; neither the Company nor any Subsidiary has been refused any insurance coverage

sought or applied for; and the Company has no reason to believe that either it or any Subsidiary 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 at a cost that would not have a material adverse effect on the Company and the Subsidiaries, considered as one enterprise.

(r) Books and Records.

The Company and each of its Subsidiaries have made and keep books, records and accounts, which, in reasonable detail, accurately and fairly

reflect the transactions and dispositions of the assets of the Company and its Subsidiaries. The Company maintains a system of internal

accounting controls designed to provide reasonable assurance that (1) transactions are executed in accordance with management’s

general or specific authorizations; (2) transactions are recorded as necessary to permit preparation of financial statements in conformity

with generally accepted accounting principles and to maintain accountability for assets; (3) access to assets is permitted only in accordance

with management’s general or specific authorization; (4) the recorded accountability for assets is compared with the existing assets

at reasonable intervals and appropriate action is taken with respect to any differences; and (5) the interactive data in eXtensible Business

Reporting Language included or incorporated by reference in the Registration Statement is in conformity in all material respects with

generally accepted accounting principles and is updated as necessary to comply in all material respects with the requirements of the Securities

Act and the Commission’s rules and guidelines applicable thereto and present fairly in all material respects the consolidated financial

position, results of operations and changes in financial position of the Company and the Subsidiaries on the basis stated in the Registration

Statement at the respective dates or for the respective periods to which they apply.

(s) Internal Controls.

Since the date of the latest audited financial statements included in the SEC Reports, (a) the Company has not been advised of (1) any

significant deficiencies in the design or operation of internal controls that could adversely affect the ability of the Company and each

of its Subsidiaries to record, process, summarize and report financial data and required to be disclosed in the SEC Reports, or any material

weaknesses in internal controls and (2) any fraud, whether or not material, that involves management or other employees who have a significant

role in the internal controls of the Company and each of its Subsidiaries, and (b) since that date, there has been no change in the Company’s

internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s

internal control over financial reporting.

(t) Disclosure Controls.

The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 (e) of the Exchange Act) that comply

with the requirements of the Exchange Act; such disclosure controls and procedures are effective.

(u) Taxes. All United

States federal income tax returns of the Company and the Subsidiaries required by law to be filed (after taking into account any applicable

extensions) have been filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except

assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided. The Company

and the Subsidiaries have filed all other tax returns that are required to have been filed by them pursuant to applicable foreign, state,

local or other law, except insofar as the failure to file such returns, individually or in the aggregate, would not reasonably be expected

to result in a Material Adverse Effect, and have paid all taxes due pursuant to such returns or pursuant to any assessment received by

the Company or any Subsidiary except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have

been provided except insofar as the failure to pay such taxes or assessments, individually or in the aggregate, would not reasonably be

expected to result in a Material Adverse Effect. The charges, accruals and reserves on the books of the Company and the Subsidiaries in

respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments

for additional income tax for any years not finally determined except to the extent such inadequacy, individually or in the aggregate,

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

(v) Required Disclosures.

There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement or the

SEC Reports or to be filed as an exhibit to the Registration Statement which are not described or filed as required.

(w) Environmental.

Neither the Company nor any of the Subsidiaries is in violation of any statute or any rule, regulation, decision or order of any governmental

agency or body or any court, domestic or foreign, relating to the use, production, disposal or release of hazardous or toxic substances

or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, “environmental

laws”), owns or operates any real property contaminated with any substance that is subject to any environmental laws, is liable

for any off-site disposal or contamination pursuant to any environmental laws, or is subject to any claim relating to any environmental

laws, which violation, contamination, liability or claim, individually or in the aggregate, would reasonably be expected to have a Material

Adverse Effect; and the Company is not aware of any pending investigation which would reasonably be expected to lead to such a claim.

(x) ERISA. Each employee

benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”),

that is maintained, administered or contributed to by the Company or any Subsidiary for employees or former employees of the Company and

its affiliates has been maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations,

including but not limited to ERISA and the Code, except to the extent that failure to so comply, individually or in the aggregate, would

not reasonably be expected to have a Material Adverse Effect. No prohibited transaction, within the meaning of Section 406 of ERISA or

Section 4975 of the Code has occurred with respect to any such plan excluding transactions effected pursuant to a statutory or administrative

exemption, except as would not, individually or in the aggregate, have a Material Adverse Effect.

(y) FCPA. Neither

the Company nor any of its Subsidiaries, or any director or officer, nor, to the knowledge of the Company, any agent, employee or other

person associated with or acting on behalf of the Company or any of its Subsidiaries, has (i) used any corporate funds for any unlawful

contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful

payment to any foreign or domestic government official or employee from corporate funds, (iii) violated or is in violation of any provision

of the Foreign Corrupt Practices Act of 1977, or (iv) made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful

payment.

(z) Sarbanes-Oxley.

There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as

such, to comply with any provision of the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated in connection

therewith, including Section 402 related to loans and Sections 302 and 906 related to certifications.

(aa) Registration Rights.

Except as disclosed in the SEC Reports and other than the rights of the Purchaser pursuant to Section 4.18, there are no persons with

registration rights or other similar rights to have securities registered pursuant to the Registration Statement or otherwise registered

by the Company under the Securities Act.

(bb) Investment Company

Act. Except The Company is not and, after giving effect to the offering and sale of the Securities as contemplated herein and the

application of the net proceeds therefrom as described in the SEC Reports, will not be an “investment company”, as such term

is defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).

(cc) Application of Takeover

Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control

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

provision under the Company’s articles of incorporation (or similar charter documents) or the laws of its jurisdiction of incorporation

that is or could become applicable to the Purchaser as a result of the Purchaser and the Company fulfilling their obligations or exercising

their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities

and the Purchaser’s ownership of the Securities.

(dd) No Integrated Offering.

Assuming the accuracy of the Purchaser’s representations and warranties set forth in Section 3.2 and the accuracy of the covenant

of the Placement Agent set forth in Section 2 of the Placement Agency Agreement, 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 the Common Warrants or the Common Warrant Shares under

the Securities Act, or (ii) except as set forth in the SEC Reports, any applicable shareholder approval provisions of any Trading Market

on which any of the securities of the Company are listed or designated, provided that the representation in this clause (ii) is

premised on the Company’s understanding that the Placement Agent has engaged in broadly marketing this offering consistent with

customary public offering book building processes and marketing efforts for public offerings, consistent with rules and interpretations

of The Nasdaq Stock Market LLC.

(ee) Statistical Information.

The statistical and market and industry-related data included in the SEC Reports are based on or derived from sources which the Company

believes to be reliable and accurate or represent the Company’s good faith estimates that are made on the basis of data derived

from such sources.

(ff) IT. The Company’s

information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively,

“IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the

operation of the business of the Company as currently conducted, and to the knowledge of the Company are free and clear of all material

bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company has implemented and maintained or caused

to be implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their

material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including

all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection

with its businesses, and there have been no breaches, violations, outages, attacks, compromises or unauthorized uses of or accesses to

same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents

under internal review or investigations relating to the same. The Company is presently in material compliance with all applicable laws

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

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

IT Systems and Personal Data from unauthorized use, access, misappropriation or modification. The Company and its Subsidiaries have taken

commercially reasonable steps consistent with industry standards and best practices to protect the IT Systems and data within the control

of the Company or its Subsidiaries. The Company and its Subsidiaries have used reasonable efforts to establish, and have established,

commercially reasonable disaster recovery measures for their business consistent with industry standards and best practices, including,

without limitation, for the IT Systems and data within the control of the Company or any of its Subsidiaries.

(gg) No Non-Renewal.

Neither the Company nor any of its Subsidiaries has sent or received any written communication regarding termination of, or intent not

to renew, any of the contracts or agreements referred to or described in the SEC Reports, or referred to or described in, or filed as

an exhibit to, the Registration Statement, and no such termination or non-renewal has been threatened by the Company or any of its Subsidiaries

or, to the Company’s knowledge, any other party to any such contract or agreement, except as would not have a Material Adverse Effect.

(hh) AML. The operations

of the Company and its Subsidiaries are and have been conducted in compliance in all material respects with applicable financial recordkeeping

and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America

by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA Patriot Act”), and

the applicable anti-money laundering statutes of jurisdictions where the Company and its Subsidiaries conduct business, the rules and

regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental

or regulatory agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before

any court or governmental or regulatory agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with

respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(ii) Sanctions. Neither

the Company nor any of its Subsidiaries nor any director, officer, or, to the knowledge of the Company, agent, employee or affiliate of

the Company or any of its Subsidiaries (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one

or more individuals or entities that are currently the subject of any sanctions administered or enforced by the United States (including

any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State

or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, any

member state of the European Union, His Majesty’s Treasury of the United Kingdom or other relevant sanctions authority in a jurisdiction

in which the Company or its subsidiaries operate (collectively, “Sanctions” and such persons, “Sanctioned

Persons” and each such person, a “Sanctioned Person”), (ii) is located, organized or resident in a country

or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (at

the time of this Agreement, the Crimea, so-called Donetsk People’s Republic, Kherson, so-called Luhansk People’s Republic

and Zaporizhzhia regions of Ukraine, Cuba, Iran, North Korea and Syria, collectively, “Sanctioned Countries” and each

such country, a “Sanctioned Country”) or (iii) will, directly or indirectly, use the proceeds of this offering, or

lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any

manner that would result in a violation of any Sanctions by, or would result in the imposition of Sanctions against, any individual or

entity (including any individual or entity participating in the offering, whether as underwriter, advisor, investor or otherwise). Neither

the Company nor any of its Subsidiaries and has in the last five years engaged in any dealings or transactions with or for the benefit

of a Sanctioned Person, or with, for the benefit of, or in a Sanctioned Country in violation of Sanctions nor does the Company or any

of its Subsidiaries have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person or with, for the

benefit of, or in a Sanctioned Country. No action, suit or proceeding by or before any court or governmental agency, authority or body

or any arbitrator involving the Company, or any of its Subsidiaries, with respect to Sanctions is pending or, to the best knowledge of

the Company, threatened.

(jj) Acknowledgment Regarding

Purchaser’s Purchase of Securities. The Company acknowledges and agrees that the Purchaser is acting solely in the capacity

of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated thereby. The Company further

acknowledges that the Purchaser is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect

to the Transaction Documents and the transactions contemplated thereby and any advice given by the Purchaser or any of its representatives

or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely incidental to the Purchaser’s

purchase of the Securities. The Company further represents to the Purchaser that the Company’s decision to enter into this Agreement

and the other Transaction Documents has been based solely on the independent evaluation of the transactions contemplated hereby by the

Company and its representatives.

(kk) Acknowledgment Regarding

Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections

3.2(e) and 4.14 hereof), it is understood and acknowledged by the Company that: (i) the Purchaser has not been asked by the Company to

agree, nor has the Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative”

securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) past or future open market

or other transactions by the Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions,

before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s

publicly-traded securities; (iii) the Purchaser, and counter-parties in “derivative” transactions to which the Purchaser is

a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv) the Purchaser shall not

be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction.

The Company further understands and acknowledges that (y) the Purchaser may engage in hedging activities (in material compliance with

applicable laws) at various times during the period that the Securities are outstanding, and (z) such hedging activities (if any) could

reduce the value of the existing stockholders’ equity interests in the Company at and after the time that the hedging activities

are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction

Documents.

(ll) Private Placement.

Assuming the accuracy of the Purchaser’s representations and warranties set forth in Section 3.2, no registration under the Securities

Act is required for the offer and sale of the Common Warrants or the Common Warrant Shares by the Company to the Purchaser as contemplated

hereby.

(mm) No General Solicitation.

Neither the Company nor any Person acting on behalf of the Company has offered or sold any of the Common Warrants or Common Warrant Shares

by any form of general solicitation or general advertising. The Company has offered the Common Warrants and Common Warrant Shares for

sale only to the Purchaser and certain other “accredited investors” within the meaning of Rule 501 under the Securities Act.

(nn) No Disqualification

Events. With respect to the Common Warrants and Common Warrant Shares to be offered and sold hereunder in reliance on Rule 506 under

the Securities Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer

of the Company participating in the offering hereunder, 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. The Company has complied, to the extent applicable,

with its disclosure obligations under Rule 506(e), and has furnished to the Purchaser a copy of any disclosures provided thereunder.

(oo) 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, reasonably be expected to become a Disqualification

Event relating to any Issuer Covered Person, in each case of which it is aware.

3.2 Representations and

Warranties of the Purchaser. The Purchaser (including the Purchaser in respect of Pre-Settlement Securities) hereby represents and

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

they shall be accurate as of such date):

(a) Organization; Authority.

Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing under the laws

of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power

and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its

obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by such Purchaser of the

transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability

company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party has been duly

executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof or thereof, will constitute the valid

and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general

equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting

enforcement of creditors’ rights generally; (ii) as limited by laws relating to the availability of specific performance, injunctive

relief or other equitable remedies; and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

(b) Understandings or

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

or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities

Act or any applicable state securities law (this representation and warranty not limiting such Purchaser’s right to sell the Securities

pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws). Such Purchaser understands

that the Common Warrants and the Common Warrant Shares are “restricted securities” and have not been registered under the

Securities Act or any applicable state securities law and is acquiring the Securities hereunder in the ordinary course of its business.

Such Purchaser is acquiring such Securities as principal for its own account and not with a view to or for distributing or reselling such

Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of

distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect

arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the

Securities Act or any applicable state securities law (this representation and warranty not limiting such Purchaser’s right to sell

such Securities pursuant to a registration statement or otherwise in compliance with applicable federal and state securities laws).

of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience

in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities,

and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment in the

Securities and, at the present time, is able to afford a complete loss of such investment. At the time such Purchaser was offered the

Securities, it was, and as of the date hereof it is, and on each date on which it exercises any Common Warrants, it will be either (i)

an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12) or (a)(13) under the

Securities Act, or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act.

(d) Access to Information.

Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits and schedules

thereto) and the reports filed with the Commission, including the SEC Reports, and has been afforded: (i) the opportunity to ask such

questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions

of the Offering and the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial

condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and

(iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense

that is necessary to make an informed investment decision with respect to the investment. Such Purchaser acknowledges and agrees that

neither the Placement Agent, nor any Affiliate of the Placement Agent, has provided such Purchaser with any information or advice with

respect to the Securities nor is such information or advice necessary or desired. Neither the Placement Agent nor any Affiliate has made

or makes any representation as to the Company or the quality of the Securities and the Placement Agent and any Affiliate may have acquired

non-public information with respect to the Company which such Purchaser agrees need not be provided to it. In connection with the issuance

of the Securities to such Purchaser, neither the Placement Agent, nor any of its Affiliates has acted as a financial advisor or fiduciary

to such Purchaser.

(e) Certain Transactions

and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor has any Person acting

on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchases or sales, including Short

Sales, of the securities of the Company during the period commencing as of the time that such Purchaser first received a term sheet (written

or oral) from the Company or any other Person representing the Company setting forth the material terms, which terms include definitive

pricing information, of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding

the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate

portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the

portfolio managers managing other portions of such Purchaser’s assets, the representation set forth above shall only apply with

respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered

by this Agreement. Other than to the Company or to such Purchaser’s representatives, including, without limitation, its officers,

directors, partners, legal and other advisors, employees, agents and Affiliates, such Purchaser has maintained the confidentiality of

all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding

the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or a prohibition of,

any actions with respect to the borrowing of, arrangement to borrow, identification of the availability of, and/or securing of, securities

of the Company in order for such Purchaser (or its broker or other financial representative) to effect Short Sales or similar transactions

in the future.

(f) No Voting Agreements.

The Purchaser is not a party to any agreement or arrangement, whether written or oral, between the Purchaser and any of the Company’s

stockholders as of the date hereof, regulating the management of the Company, the stockholders’ rights in the Company, the transfer

of shares in the Company, including any voting agreements, stockholder agreements or any other similar agreement, even if its title is

different or has any other relations or agreements with any of the Company’s stockholders, directors or officers.

(g) Brokers. No agent,

broker, investment banker, person or firm acting in a similar capacity on behalf of or under the authority of the Purchaser is or will

be entitled to any broker’s or finder’s fee or any other commission or similar fee, directly or indirectly, for which the

Company or any of its Affiliates after the Closing could have any liabilities in connection with this Agreement, any of the transactions

contemplated by this Agreement, or on account of any action taken by the Purchaser in connection with the transactions contemplated by

this Agreement.

(h) Independent Advice.

The Purchaser understands that nothing in this Agreement or any other materials presented by or on behalf of the Company to the Purchaser

in connection with the purchase of the Securities constitutes legal, tax, or investment advice.

(i) General Solicitation.

Such Purchaser is not purchasing the Common Warrants or the Common Warrant Shares as a result of any advertisement, article, notice or

other communication regarding such Securities published in any newspaper, magazine or similar media or broadcast over television or radio

or presented at any seminar or any other general solicitation or general advertisement.

(j) No Purchaser Disqualification

Events. Neither such Purchaser nor any person or entity with whom such Purchaser will share beneficial ownership of the Securities

(each, a “Purchaser Covered Person”) is subject to any Disqualification Event.

The Company acknowledges

and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely

on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any

other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation

of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute

a representation or warranty, or preclude any actions, except as set forth in this Agreement, with respect to locating or borrowing shares

in order to effect Short Sales or similar transactions in the future.

ARTICLE IV

OTHER AGREEMENTS OF THE PARTIES

4.1 Legends.

(a) The Shares shall be issued

free of all restrictive legends. If at any time following the date hereof the Registration Statement is not effective or is not otherwise

available for the sale of the Shares, the Company shall immediately notify the holders of the Shares in writing that such registration

statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and

available for the sale of the Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to

issue, or any Purchaser to sell, any of the Shares in compliance with applicable federal and state securities laws).

(b) The Common Warrants and

Common Warrant Shares may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of

Common Warrants or Common Warrant Shares 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(d), 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 Common Warrant or Common Warrant Shares under the Securities Act.

to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Common Warrants or Common Warrant Shares in the

following form: NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAS BEEN REGISTERED WITH THE SECURITIES

AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE U.S. 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 WITH A REGISTERED BROKER-DEALER OR OTHER LOAN

WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER

LOAN SECURED BY SUCH SECURITIES.

(d) 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 Common Warrants or Common Warrant Shares to a financial institution that is an “accredited

investor” as defined in Rule 501(a) under the Securities Act and, if required under the terms of such arrangement, the Purchaser

may transfer pledged or secured Common Warrants or Common Warrant Shares to the pledgees or secured parties. 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 Purchaser’s expense, the Company will

execute and deliver such reasonable documentation as a pledgee or secured party of Common Warrants and Common Warrant Shares may reasonably

request in connection with a pledge or transfer of the Common Warrants or Common Warrant Shares.

(e) Certificates evidencing

the Common Warrant Shares shall not contain any legend (including the legend set forth in Section 4.1(c) hereof): (i) while a registration

statement covering the resale of such security is effective under the Securities Act, or (ii) following any sale of such Common Warrant

Shares pursuant to Rule 144 without volume or manner of sale limitations (assuming cashless exercise of the Common Warrants), or (iii)

if such Common Warrant Shares are eligible for sale under Rule 144 (assuming cashless exercise of the Common Warrants), or (iv) if such

legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued

by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent or the Purchaser promptly

if required by the Transfer Agent to effect the removal of the legend hereunder, or if requested by the Purchaser, respectively. If all

or any portion of a Common Warrant is exercised at a time when there is an effective registration statement to cover the resale of the

Common Warrant Shares, or if such Common Warrant Shares may be sold under Rule 144 without volume or manner of sale limitations (assuming

cashless exercise of the Common Warrants) 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 Commission) then such Common Warrant 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(e),

the Company will, no later than the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement

Period (as defined below) following the delivery by the Purchaser to the Company or the Transfer Agent of a certificate representing Common

Warrant Shares, as applicable, issued with a restrictive legend (such date, the “Legend Removal Date”), deliver or

cause to be delivered to the Purchaser a certificate representing such shares 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 Section 4. Common Warrant Shares 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.

As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading

Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of a certificate

representing Common Warrant Shares issued with a restrictive legend.

(f) In addition to the Purchaser’s

other available remedies, the Company shall pay to the Purchaser, in cash, either (i) as partial liquidated damages and not as a penalty,

for each $1,000 of Common Warrant Shares (based on the VWAP (as defined in the Common Warrants) of the Common Stock on the date such Securities

are submitted to the Transfer Agent) delivered for removal of the restrictive legend and subject to Section 4.1(c) and Section 4.1(e),

$10 per Trading Day (increasing to $20 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading

Day after the Legend Removal Date until such certificate is delivered without a legend and (ii) if the Company fails to (a) issue and

deliver (or cause to be delivered) to the Purchaser by the Legend Removal Date a certificate representing the Common Warrant Shares so

delivered to the Company by the Purchaser that is free from all restrictive and other legends or (b) if after the Legend Removal Date

the Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the

Purchaser of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all

or any portion of the number of shares of Common Stock, that the Purchaser anticipated receiving from the Company without any restrictive

legend, then an amount equal to the excess of the Purchaser’s total purchase price (including brokerage commissions and other out-of-pocket

expenses, if any) for the shares of Common Stock so purchased (the “Buy-In Price”) over the product of (A) such number

of Common Warrant Shares that the Company was required to deliver to the Purchaser by the Legend Removal Date multiplied by (B) the lowest

closing sale price of the Common Stock on any Trading Day during the period commencing on the date of the delivery by the Purchaser to

the Company of the applicable Common Warrant Shares and ending on the date of such delivery and payment under this Section 4.1(f).

4.2 [Reserved.]

4.3 Furnishing of Information;

Public Information. Until the earliest of the time that (i) the Purchaser no longer owns Securities or (ii) the Common Warrants have

expired, the Company covenants to maintain the registration of the Common Stock under Section 12(b) or 12(g) of the Exchange Act and 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, even if the Company is not then subject to the reporting requirements

of the Exchange Act.

4.4 Integration. The

Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section

2 of the Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of

any Trading Market such that it would require stockholder approval prior to the closing of such other transaction unless stockholder approval

is obtained before the closing of such subsequent transaction, other than with respect to the Securities and any stockholder approvals

related to the Securities.

4.5 Securities Laws Disclosure;

Publicity. The Company shall (a) by the Disclosure Time issue a press release disclosing the material terms of the transactions contemplated

hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission within

the time required by the Exchange Act. From and after the issuance of such press release, the Company represents to the Purchaser that

it shall have publicly disclosed all material, non-public information delivered to the Purchaser by the Company or any of its Subsidiaries,

or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction

Documents. In addition, effective upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality

or similar obligations under any agreement, whether written or oral, between the Company, any of the Subsidiaries or any of their respective

officers, directors, agents, employees or Affiliates on the one hand, and the Purchaser or any of its Affiliates on the other hand, shall

terminate and be of no further force or effect. The Company understands and confirms that the Purchaser shall be relying on the foregoing

covenant in effecting transactions in securities of the Company. The Company and the Purchaser shall consult with each other in issuing

any other press releases with respect to the transactions contemplated hereby, and neither the Company nor the Purchaser shall issue any

such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release

of the Purchaser, or without the prior consent of the Purchaser, with respect to any press release of the Company, which consent shall

not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly

provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall

not publicly disclose the name of the Purchaser, or include the name of the Purchaser in any filing with the Commission or any regulatory

agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal securities law in connection

with the filing of final Transaction Documents with the Commission and (b) to the extent such disclosure is required by law or Trading

Market regulations, in which case the Company shall provide the Purchaser with prior notice of such disclosure permitted under this clause

(b) and reasonably cooperate with such Purchaser regarding such disclosure.

4.6 Stockholder Rights

Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that the Purchaser is

an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distribution

under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that the Purchaser

could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents

or under any other agreement between the Company and the Purchaser.

4.7 Non-Public Information.

Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be

disclosed pursuant to Section 4.5, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide

the Purchaser or the Purchaser’s agents or counsel with any information that constitutes, or the Company reasonably believes constitutes,

material non-public information, unless prior thereto such Purchaser shall have consented to the receipt of such information and agreed

with the Company to keep such information confidential. The Company understands and confirms that the Purchaser shall be relying on the

foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company, any of its Subsidiaries, or

any of their respective officers, directors, agents, employees or Affiliates delivers any material, non-public information to the Purchaser

without the Purchaser’s consent, the Company hereby covenants and agrees that such Purchaser shall not have any duty of confidentiality

to the Company, any of the Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates, or a duty to

the Company, any of the Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates not to trade on the

basis of, such material, non-public information, provided that the Purchaser shall remain subject to applicable law. To the extent that

any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the Company

or any Subsidiaries, the Company shall simultaneously file such material non-public information on with the Commission pursuant to a Current

Report on Form 8-K. The Company understands and confirms that the Purchaser shall be relying on the foregoing covenant in effecting transactions

in securities of the Company.

4.8 Use of Proceeds.

The Company shall use the net proceeds from the sale of the Securities hereunder for working capital and general corporate purposes and

shall not use such proceeds: (a) for the satisfaction of any portion of the Company’s debt (other than payment of trade payables

in the ordinary course of the Company’s business and prior practices), (b) for the redemption of any Common Stock or Common Stock

Equivalents, (c) for the settlement of any outstanding litigation, or (d) in violation of FCPA or OFAC regulations.

4.9 Indemnification of

Purchaser. Subject to the provisions of this Section 4.9, the Company will indemnify and hold the Purchaser and its directors, officers,

stockholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such

titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section

15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, 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 such Purchaser Party may suffer or incur caused by or relating to

(a) any inaccuracy in any of the representations or warranties or breach of covenants or agreements made by the Company in this Agreement

or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity (including a Purchaser

Party’s status as an investor), or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate

of such Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents. For the avoidance of doubt,

the indemnification provided herein in intended to, and shall also cover, direct claims brought by the Company against any Purchaser Parties,

unless such action is solely based upon a material breach of such Purchaser Party’s representations, warranties or covenants under

the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations

by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which is finally judicially determined

to constitute fraud, gross negligence or willful misconduct). The Company will indemnify each Purchaser Party, to the fullest extent permitted

by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable

attorneys’ fees) and expenses, as incurred, caused by or based upon (i) any untrue or alleged untrue statement of a material fact

contained in the Registration Statement or any amendment thereto, the Preliminary Prospectus and the Prospectus or any amendment or supplement

thereto, or caused by or based upon any omission or alleged omission of a material fact required to be stated therein or necessary to

make the statements therein (in the case of any prospectus or supplement thereto, in the light of the circumstances under which they were

made) not misleading, except to the extent, but only to the extent, that such untrue statements or omissions are based solely upon information

regarding such Purchaser Party furnished in writing to the Company by such Purchaser Party expressly for use therein, or (ii) any violation

or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder

in connection therewith. If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant

to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the

defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right

to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall

be at the expense of such Purchaser Party except to the extent that (x) the employment thereof has been specifically authorized by the

Company in writing, (y) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (z) in

such action there is, in the reasonable opinion of counsel to the Purchaser Party, a material conflict on any material issue between the

position of the Company and the position of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees

and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party under this Agreement (1)

for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld

or delayed; or (2) to the extent, but only to the extent that a loss, claim, damage or liability is finally judicially determined to be

solely attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such

Purchaser Party in this Agreement or in the other Transaction Documents. In addition, if any Purchaser Party take action to collect amounts

due under any Transaction Documents or to enforce the provisions of any Transaction Documents, then the Company shall pay the costs incurred.

The indemnification and other payment obligations required by this Section 4.9 shall be made by periodic payments of the amount thereof

during the course of the investigation, defense, collection, enforcement or action, as and when bills are received or are incurred. The

indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the

Company or others and any liabilities the Company may be subject to pursuant to law.

4.10 Reservation of Common

Stock. As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available at all times,

free of preemptive rights, a sufficient number of shares of Common Stock for the purpose of enabling the Company to issue the Shares pursuant

to this Agreement and the Common Warrant Shares pursuant to any valid exercise of the Common Warrants.

4.11 Listing of Common

Stock. The Company hereby agrees to use commercially reasonable best efforts to maintain the listing or quotation of the Common Stock

on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all

of the Shares and Common Warrant Shares on such Trading Market and promptly secure the listing of all of the Shares and Common Warrant

Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading

Market, it will then include in such application all of the Shares and Common Warrant Shares and will take such other action as is necessary

to cause all of the Shares and Common Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The

Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and

will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading

Market. The Company agrees to use commercially reasonable efforts to maintain the eligibility of the Common Stock for electronic transfer

through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of

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

4.12 Subsequent Equity

Sales.

(a) From the date hereof

until sixty (60) days after the Closing Date (the “Restricted Period”), neither the Company nor any Subsidiary shall

(i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock

Equivalents or (ii) file any registration statement or amendment or supplement thereto, other than the Prospectus, the Resale Registration

Statement or filing a registration statement on Form S-8 in connection with any employee benefit plan.

(b) From the date hereof

until 180 days after the Closing Date, the Company shall be prohibited from effecting or entering into an agreement to effect any issuance

by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (or a combination of units thereof) involving a

Variable Rate Transaction. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells

any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional shares

of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon and/or varies with

the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities,

or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of

such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of

the Company or the market for the Common Stock or (ii) enters into, or effects a transaction under, any agreement, including, but not

limited to, an equity line of credit or an “at-the-market offering”, whereby the Company may issue securities at a future

determined price regardless of whether shares pursuant to such agreement have actually been issued and regardless of whether such agreement

is subsequently canceled; provided, that, for the avoidance of doubt, following the date that is sixty (60) days after the Closing

Date, the Company may sell shares of Common Stock pursuant to an “at-the-market offering” program with the Placement Agent.

The Purchaser shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in

addition to any right to collect damages.

this Section 4.12 shall not apply in respect of an Exempt Issuance.

4.13 [Reserved.]

4.14 Certain Transactions

and Confidentiality. The Purchaser covenants that neither it nor any Affiliate acting on its behalf or pursuant to any understanding

with it will execute any purchases or sales, including Short Sales, of any of the Company’s securities during the period commencing

with the execution of this Agreement and ending at such time that the transactions contemplated by this Agreement are first publicly announced

pursuant to the initial press release as described in Section 4.5. The Purchaser covenants that until such time as the transactions contemplated

by this Agreement are publicly disclosed by the Company pursuant to the initial press release as described in Section 4.5, such Purchaser

will maintain the confidentiality of the existence and terms of this transaction and the information included in this Agreement, including

the schedules hereto. Notwithstanding the foregoing, and notwithstanding anything contained in this Agreement to the contrary, the Company

expressly acknowledges and agrees that (i) the Purchaser does not make any representation, warranty or covenant hereby that it will not

engage in effecting transactions in any securities of the Company after the time that the transactions contemplated by this Agreement

are first publicly announced pursuant to the initial press release as described in Section 4.5, (ii) the Purchaser shall not be restricted

or prohibited from effecting any transactions in any securities of the Company in accordance with applicable securities laws from and

after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release

as described in Section 4.5 and (iii) the Purchaser shall not have any duty of confidentiality or duty not to trade in the securities

of the Company to the Company or the Subsidiaries or any of their respective officers, directors, employees, agents or Affiliates after

the issuance of the initial press release as described in Section 4.5. Notwithstanding the foregoing, in the case of a Purchaser that

is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and

the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of

such Purchaser’s assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio

manager that made the investment decision to purchase the Securities covered by this Agreement.

4.15 Exercise Procedures.

The form of Notice of Exercise included in the Common Warrants sets forth the totality of the procedures required of the Purchaser in

order to exercise the Common Warrants. No additional legal opinion, other information, or instructions shall be required of the Purchaser

to exercise its Common Warrants. Without limiting the preceding sentences, no ink-original Notice of Exercise shall be required, nor shall

any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required in order to exercise the

Common Warrants. The Company shall honor exercises of the Common Warrants and shall deliver Common Warrant Shares in accordance with the

terms, conditions, and time periods set forth in the Transaction Documents.

4.16 Lock-Up Agreements.

The Company shall not amend, modify, waive or terminate any provision of any of the Lock-Up Agreements (or any substantially similar lock-up

agreements signed by transferees of the initial parties to the Lock-up Agreements) except to extend the term of the lock-up period and

shall enforce the provisions of each Lock-Up Agreement (or any substantially similar lock-up agreements signed by transferees of the initial

parties to the Lock-up Agreements) in accordance with its terms. If any party to a Lock-Up Agreement (or any substantially similar lock-up

agreements signed by transferees of the initial parties to the Lock-up Agreements) breaches any provision of such agreement, the Company

shall promptly use its commercially reasonable efforts to seek specific performance of the terms of such agreement.

4.17 Blue Sky Filings.

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 Common Warrants and Common Warrant Shares 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.

4.18 Resale Registration

Statement. As soon as practicable (and in any event within thirty (30) calendar days of the Closing Date), the Company shall file

a registration statement on Form S-1 (or any other available form) (the “Resale Registration Statement”) providing

for the resale by the Purchaser of the Common Warrant Shares issued and issuable upon exercise of the Common Warrants. The Company shall

use commercially reasonable efforts to (a) cause the Resale Registration Statement to become effective within ninety (90) days (hundred

and twenty (120) days in the event the Commission elects to review the Resale Registration Statement) following the filing date of the

Resale Registration Statement (the “Effectiveness Date”), and (b) keep the Resale Registration Statement effective

at all times after the Effectiveness Date until the Purchaser no longer owns any Common Warrants or Common Warrant Shares issuable upon

exercise thereof.

ARTICLE V

MISCELLANEOUS

5.1 Termination. This

Agreement may be terminated by the Purchaser by written notice to the Company, if the Closing has not been consummated on or before the

fifth (5th) Trading Day following the date hereof; provided, however, that no such termination will affect the right of

any party to sue for any breach by any other party (or parties).

5.2 Fees and Expenses.

Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and expenses of its advisers,

counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation,

execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees (including, without limitation, any

fees required for same-day processing of any instruction letter delivered by the Company and any exercise notice delivered by the Purchaser).

The Company shall pay any issuance, stamp or documentary taxes (other than transfer taxes) or charges imposed by any governmental body,

agency or official (other than income taxes) by reason of the issuance of Shares to the Purchaser.

5.3 Prior Agreements.

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.

5.4 Notices. Any and

all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed

given and effective on the earliest of: (a) the time of transmission, if such notice or communication is delivered via facsimile at the

facsimile number or 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 facsimile at the facsimile number or email attachment at the email address as set forth on the signature pages attached hereto on

a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd) Trading Day following

the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such

notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages attached

hereto. To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information

regarding the Company or any Subsidiaries, the Company shall simultaneously disclose such information in accordance with applicable law

and file such notice with the Commission pursuant to a Current Report on Form 8-K.

5.5 Amendments; Waivers.

No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of

an amendment, by the Company and 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. Any

amendment effected in accordance with this Section 5.5 shall be binding upon the Purchaser, each holder of Securities and the Company.

5.6 Headings. The

headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of

the provisions hereof.

5.7 Successors and Assigns.

This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns, including purchasers

in respect of Pre-Settlement Securities. The Company may not assign this Agreement or any rights or obligations hereunder without the

prior written consent of the Purchaser (other than by merger). The Purchaser may assign any or all of its rights under this Agreement

to any Person to whom such Purchaser assigns or transfers any Securities, provided that such transferee agrees in writing to be bound,

with respect to the transferred Securities, by the provisions of the Transaction Documents that apply to the “Purchaser,”

including giving each of the representations and warranties of the Purchaser set forth in Section 3.2.

5.8 Third-Party Beneficiaries.

The Placement Agent shall be the third-party beneficiary of the representations and warranties of the Company in Section 3.1 and the representations

and warranties of the Purchaser in Section 3.2. This Agreement is intended for the benefit of the parties hereto and their respective

successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except

as otherwise set forth in Section 4.9 and this Section 5.8.

5.9 Governing

Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be

governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the

principles of conflicts of law thereof that would require the application of the laws of any other jurisdiction. Each party agrees

that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this

Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors,

officers, stockholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts

sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts

sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or

with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction

Documents), and hereby irrevocably waives, and agrees not to assert in any action or proceeding, any claim that it is not personally

subject to the jurisdiction of any such court, that such action or proceeding is improper or is an inconvenient venue for such

proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such action

or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such

party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and

sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve

process in any other manner permitted by law. If any party shall commence an action or proceeding to enforce any provisions of the

Transaction Documents, then, in addition to the obligations of the Company under Section 4.9, the prevailing party in such action or

proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses

incurred with the investigation, preparation and prosecution of such action or proceeding.

5.10 Survival. The

representations and warranties contained herein shall survive the Closing and the delivery of the Securities for a period of six (6) years

from the Closing.

5.11 Execution. This

Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement

and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that

the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery

of a “.pdf” format data file, by other electronic signing created on an electronic platform (such as DocuSign) or by digital

signing (such as Adobe Sign), 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.

5.12 Severability.

If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,

void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force

and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts

to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision,

covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining

terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

5.13 Rescission and Withdrawal

Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction

Documents, whenever 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 an exercise of a Common Warrant, the

Purchaser shall be required to return any shares of Common Stock subject to any such rescinded exercise notice concurrently (if such shares

were delivered to the Purchaser) with the return to the Purchaser of the aggregate exercise price paid to the Company for such shares

and the restoration of the Purchaser’s right to acquire such shares pursuant to the Purchaser’s Common Warrant (including,

issuance of a replacement warrant certificate evidencing such restored right).

5.14 Replacement of Securities.

If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company shall issue or cause to

be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of and substitution therefor,

a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction.

The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs (including

customary indemnity) associated with the issuance of such replacement Securities.

5.15

Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages,

the Purchaser and the Company will each be entitled to specific performance under the Transaction Documents. The parties agree that monetary

damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents

and hereby agree to waive and not to assert in any action for specific performance of any such obligation the defense that a remedy at

law would be adequate.

5.16 Payment Set Aside.

To the extent that the Company makes a payment or payments to 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.

5.17 Independent Counsel.

The Purchaser has been represented by its own separate legal counsel in its review and negotiation of the Transaction Documents. For reasons

of administrative convenience only, the Purchaser and its counsel (i) have chosen to communicate with the Company through Lowenstein Sandler

LLP, the legal counsel of the Placement Agent, and (ii) understand and agree that Lowenstein Sandler LLP, as legal counsel of the Placement

Agent, does not represent the Purchaser and only represents the Placement Agent.

5.18 Liquidated Damages.

The Company’s obligations to pay any partial liquidated damages or other amounts owing under the Transaction Documents is a continuing

obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other amounts have been paid notwithstanding

the fact that the instrument or security pursuant to which such partial liquidated damages or other amounts are due and payable shall

have been canceled.

5.19 Saturdays, Sundays,

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

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

5.20 Currency. Unless

otherwise stated, all dollar amounts and references to “$” in this Agreement refer to the lawful currency of the United States.

5.21 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 Common Stock in any Transaction Document shall be subject to adjustment for reverse and forward stock splits, stock dividends,

stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

5.22 WAIVER OF JURY TRIAL.

IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY,

TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL

BY JURY.

(Signature Pages Follow)

IN WITNESS WHEREOF, the parties

hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first

indicated above.

INMUNE BIO INC.

Address for Notice:

INmune Bio Inc.

225 NE Mizner Blvd., Suite 640

By:

Boca Raton, FL 33432

Name:

Attention: David J. Moss, Chief Executive Officer

Title:

Email: dmoss@inmunebio.com

With a copy, which shall not constitute notice, to:

Sichenzia Ross Ference Carmel LLP

1185 Avenue of the Americas, 31st Floor

New York, NY 10036

Attention: Marc Ross, Esq.

Email: mross@srfc.law

[COMPANY SIGNATURE PAGE TO INMUNE BIO INC.

SECURITIES PURCHASE AGREEMENT]

[PURCHASER SIGNATURE PAGE TO INMUNE BIO INC.

SECURITIES PURCHASE AGREEMENT]

IN WITNESS WHEREOF, the undersigned have caused

this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Exact Legal Name of Purchaser: _____________________________________________

Signature of Authorized Signatory of Purchaser:______________________________________________

Name of Authorized Signatory:___________________________________________________________________

Title of Authorized Signatory:____________________________________________________________________

Email Address of Authorized Signatory:_____________________________________________________________

Address for Notice to Purchaser: _________________________________________________________________

_____________________________________________________________________________________________

Address for Delivery of Securities to Purchaser (if not same as address

for notice): ____________________________________________________________________________________________

_____________________________________________________________________________________________

DWAC for Shares: _____________________________________________________________________

Aggregate Subscription Amount: $4,500,000

Shares of Common Stock: 3,000,000

Common Warrant Shares: 3,000,000 Beneficial Ownership Blocker: 9.99%

EIN Number: ____________________

Closing Date: Closing shall occur on the first (1st) Trading Day following

the date of this Agreement, unless expressly agreed otherwise by the Company and the Placement Agent.

☐

Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to

purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the

Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded and (ii)

any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by

the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer

be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement,

instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date.

Schedule

Pricing Information

Aggregate number of shares to be sold in the offering: 3,000,000

Price per share: $1.50

Warrant Coverage: 100%

Exercise Price: $1.65

Exhibit A

Form of Lock-Up Agreement

October 27, 2026

A.G.P./Alliance Global Partners

590 Madison Avenue, 28th Floor

New York, New York 10022

Re: INmune Bio Inc., Proposed

Offering

Ladies and Gentlemen:

The undersigned understands

that you (“AGP” or the “Placement Agent”) propose to enter into a Placement Agency

Agreement (the “Placement Agency Agreement”) providing for the offer and sale (the “Offering”)

of (i) shares common stock, par value $0.001 per share (the “Common Stock”), of INmune Bio Inc., a Nevada corporation

(the “Company”) and (ii) warrants to purchase shares of Common Stock (each, a “Common Warrant”

and together with the Common Stock, the “Securities”).

In consideration of the execution

of the Placement Agency Agreement by AGP, and for other good and valuable consideration, the undersigned hereby irrevocably agrees that,

without the prior written consent of AGP, the undersigned will not, directly or indirectly, (a) offer for sale, sell, pledge, or otherwise

transfer or dispose of (or enter into any transaction or device that is designed to, or could reasonably be expected to, result in the

transfer or disposition by any person at any time in the future of) any shares of Common Stock (including, without limitation, (i) shares

of Common Stock that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities

and Exchange Commission and over which the undersigned exercises investment discretion and (ii) shares of Common Stock that may be issued

upon exercise of any options or warrants) or securities convertible into or exercisable or exchangeable for Common Stock; (b) enter into

any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership

of shares of Common Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock

or other securities, in cash or otherwise; (c) except as provided for below, make any demand for or exercise any right or cause to be

filed a registration statement, including any amendments thereto, with respect to the registration of any shares of Common Stock or securities

convertible into or exercisable or exchangeable for Common Stock or any other securities of the Company; or (d) publicly disclose the

intention to do any of the foregoing for a period commencing on the date hereof and ending sixty (60) days after the date of the effective

date of this Agreement (such 60-day period, the “Lock-Up Period”).

The foregoing paragraph shall

not apply to (a) transactions relating to shares of Common Stock or any securities convertible into or exercisable or exchangeable for

Common Stock, or any other securities acquired in the open market after the completion of the Offering, provided that no

filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be

required or shall be voluntarily made in connection with such transactions; (b) bona fide gifts of shares of Common Stock or any securities

convertible into or exercisable or exchangeable for Common Stock, in each case that are made exclusively between and among the undersigned

or members of the undersigned’s family, or affiliates of the undersigned, including its partners (if a partnership) or members (if

a limited liability company) or to any investment fund or other entity controlling, controlled by, managing or managed by or under common

control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership,

to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or as part of a distribution,

transfer or disposition to its members, partners, shareholders or other equity holders of the undersigned; (c) any transfer of shares

of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock by will or intestate succession upon

the death of the undersigned; (d) transfer of shares of Common Stock or any securities convertible into or exercisable or exchangeable

for Common Stock to an immediate family member (for purposes of this Lock-Up Letter Agreement, “immediate family” shall

mean any relationship by blood, marriage or adoption, not more remote than first cousin) or any trust, limited partnership, limited liability

company or other entity for the direct or indirect benefit of the undersigned or any immediate family member of the undersigned; provided that,

in the case of clauses (b), (c) and (d) above, it shall be a condition to any such transfer that (i) the transferee/donee agrees to be

bound by the terms of this Lock-Up Letter Agreement (including, without limitation, the restrictions set forth in the preceding sentence)

to the same extent as if the transferee/donee were a party hereto; (ii) each party (donor, donee, transferor or transferee) shall agree

to not voluntarily make, any filing or public announcement of the transfer or disposition prior to the expiration of the Lock-Up Period

and if any filing under Section 16(a) of the Exchange Act, or other public filing, report, or announcement reporting a change of beneficial

ownership of shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock in connection with

such transfer or distribution, shall be legally required during the Lock-Up Period, such filing, report or announcement shall clearly

indicate in the footnotes thereto the nature and conditions of such transfer; and (iii) except in the case of the death of the undersigned,

the undersigned notifies AGP at least two (2) business days prior to the proposed transfer or disposition; (e) the transfer of shares

to cover the applicable exercise price or tax withholding obligations, including estimated taxes, for any equity award granted pursuant

to the terms of the Company’s stock option/incentive plans, such as upon exercise, vesting, lapse of substantial risk of forfeiture,

or upon the exercise of warrants to purchase shares of Common Stock, or other similar taxable event, in each case on a “cashless”

or “net exercise” basis , provided that as a condition of any transfer pursuant to this clause (e), that

if the undersigned is required to file a report under Section 16(a) of the Exchange Act or other public filing, report, or announcement,

reporting a reduction in beneficial ownership of shares of Common Stock or any securities convertible into or exercisable or exchangeable

for Common Stock during the Lock-Up Period, the undersigned shall include a statement in such report, and if applicable an appropriate

disposition transaction code, to the effect that such transfer is being made as a share delivery or forfeiture in connection with a net

value exercise, or as a forfeiture or sale of shares solely to cover required exercise price or tax withholding obligations, including

estimated taxes, as the case may be; (f) transfers of shares of Common Stock or any securities convertible into or exercisable or exchangeable

for Common Stock pursuant to a bona fide third party tender offer made to all holders of the Common Stock, merger, consolidation or other

similar transaction involving a change of control (as defined below) of the Company, including voting in favor of any such transaction

or taking any other action in connection with such transaction, provided that in the event that such merger, tender offer

or other transaction is not completed, the Common Stock and any securities convertible into or exercisable or exchangeable for Common

Stock shall remain subject to the restrictions set forth herein; (g) the vesting of equity awards, the exercise of warrants or the exercise

of stock options granted pursuant to the Company’s stock option/incentive plans or otherwise outstanding on the date hereof; provided,

that the restrictions shall apply to shares of Common Stock issued upon such vesting, exercise or conversion; (h) the establishment of

any, or the continued use of any existing, contract, instruction or plan that satisfies all of the requirements of Rule 10b5-1 (a “Rule

10b5-1 Plan”) under the Exchange Act; provided, however, that except for already existing plans,

no sales of Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock, shall be made pursuant to a

Rule 10b5-1 Plan prior to the expiration of the Lock-Up Period; provided further, that the Company does not voluntarily effect

any public filing or report regarding such Rule 10b5-1 Plan; (i) any demands or requests for, exercise any right with respect to, or take

any action in preparation of, the registration by the Company under the Securities Act of the undersigned’s shares of Common Stock,

provided that no transfer of the undersigned’s shares of Common Stock registered pursuant to the exercise of any such right and

no registration statement shall be filed under the Securities Act with respect to any of the undersigned’s shares of Common Stock

during the Lock-Up Period; (j) transfers of shares of Common Stock or any securities convertible into or exercisable or exchangeable for

Common Stock pursuant to an order of a court or regulatory agency (for purposes of this Lock-Up Letter Agreement, a “court or regulatory

agency” means any domestic or foreign, federal, state or local government, including any political subdivision thereof, any governmental

or quasi-governmental authority, department, agency or official, any court or administrative body, and any national securities exchange

or similar self-regulatory body or organization, in each case of competent jurisdiction); provided that as a condition

of any transfer pursuant to this clause (j), that if the undersigned is required to file a report under Section 16(a) of the Exchange

Act, or other public filing, report, or announcement reporting a reduction of beneficial ownership of shares of Common Stock or any securities

convertible into or exercisable or exchangeable for Common Stock in connection with such transfer, shall indicate, to the extent permitted

by such section and related rules and regulations and by such order, that such transfer is pursuant to an order of a court or regulatory

agency. For purposes of clause (f) above, “change of control” shall mean the consummation of any bona fide third party

tender offer, merger, purchase, consolidation or other similar transaction the result of which is that any “person”

(as defined in Section 13(d)(3) of the Exchange Act), or group of persons, becomes the beneficial owner (as defined in Rules 13d-3 and

13d-5 of the Exchange Act) of a majority of total voting power of the voting stock of the Company.

The undersigned also agrees

and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of

the undersigned’s securities subject to this Lock-Up Letter Agreement except in compliance with this Lock-Up Letter Agreement.

It is understood that, if

the Company notifies AGP that it does not intend to proceed with the Offering, if the Placement Agency Agreement does not become effective,

or if the Placement Agency Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior

to payment for and delivery of the Shares, the undersigned will be released from its obligations under this Lock-Up Letter Agreement.

The undersigned understands

that the Company and AGP will proceed with the Offering in reliance on this Lock-Up Letter Agreement.

This Lock-Up Letter Agreement

shall automatically terminate upon (a) the termination of the Placement Agency Agreement prior to the issuance and delivery of the Shares,

(b) the date that either the Company or AGP provides written notice to the other that it has determined not to proceed with the proposed

Offering, provided that the Company and AGP shall not have executed the Placement Agency Agreement on or prior to such date. Notwithstanding

anything herein to the contrary, this Lock-Up Letter Agreement shall lapse and become null and void if the closing of the Offering shall

not have occurred on or before November 1, 2026.

This Lock-Up Letter Agreement

shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles

thereof that would result in the application of the law of any other jurisdiction. Delivery of a signed copy of this Lock-Up Letter Agreement

by facsimile or e-mail/.pdf transmission shall be effective as the delivery of the original hereof.

The undersigned hereby represents

and warrants that the undersigned has full power and authority to enter into this Lock-Up Letter Agreement and that, upon request, the

undersigned will execute any additional documents necessary in connection with the enforcement hereof. Any obligations of the undersigned

shall be binding upon the heirs, personal representative, successors and assigns of the undersigned.

[Signature page follows]

Very truly yours,

(Name)

(Signature)

(Name of Signatory, in the case of entities –

Please Print)

(Title of Signatory, in the case of entities –

Please Print)

Address:

Exhibit B