Form 8-K

8-K — Xos, Inc.

Accession: 0001213900-26-065896

Filed: 2026-06-05

Period: 2026-06-04

CIK: 0001819493

SIC: 3714 (MOTOR VEHICLE PARTS & ACCESSORIES)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — ea0293742-8k_xos.htm (Primary)

EX-1.1 — PLACEMENT AGENCY AGREEMENT, DATED JUNE 4, 2026, BY AND AMONG XOS, INC. AND ROTH CAPITAL PARTNERS, LLC (ea029374201ex1-1.htm)

EX-5.1 — OPINION OF PROSKAUER ROSE LLP (ea029374201ex5-1.htm)

EX-10.1 — SECURITIES PURCHASE AGREEMENT, DATED JUNE 4, 2026, BY AND AMONG XOS, INC. AND CERTAIN INVESTORS (ea029374201ex10-1.htm)

GRAPHIC (ea029374201_ex5-1img1.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

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2026-06-04

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2026-06-04

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xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

June 4, 2026

XOS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

001-39598

98-1550505

(State or Other Jurisdiction of

Incorporation or Organization)

(Commission File Number)

(I.R.S. Employer

Identification No.)

3559 Tyburn Street,

Los Angeles, California

90065

(Address of Principal Executive Offices)

(Zip Code)

(818) 316-1890

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since

Last Report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written

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

☐ Soliciting

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

☐ Pre-commencement

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

☐ Pre-commencement

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

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

Title of Each Class

Trading

Symbol(s)

Name of Each Exchange on

Which Registered

Common Stock, par value $0.0001 per share

XOS

Nasdaq Capital Market

Warrants, every thirty warrants exercisable for one share of Common Stock at an exercise price of $345.00 per share

XOSWW

Nasdaq Capital Market

Indicate by check mark whether the registrant is

an emerging growth company as defined in Rule 405 of the Securities

Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. Emerging growth company ☐

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

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

Item 1.01 Entry into a Material Definitive Agreement.

On June 4, 2026, Xos, Inc. (the “Company”)

entered into (i) a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain institutional investors

(the “Purchasers”) and (ii) a Placement Agency Agreement (the “Placement Agency Agreement”) with Roth Capital

Partners, LLC (“Roth”), pursuant to which Roth acted as the Company’s exclusive placement agent in connection with a

registered direct offering of 1,090,910 shares of the Company’s common stock, par value $0.0001 per share (the “Shares”),

at a purchase price of $5.50 per share. On June 5, 2026, the Company completed the sale of the Shares pursuant to the Securities Purchase

Agreement. The aggregate gross proceeds to the Company from the offering were approximately $6.0 million, before deducting placement agent

fees and other offering expenses.

Pursuant to the Securities Purchase Agreement,

the Shares were offered and sold to the Purchasers under the Company’s effective shelf registration statement on Form S-3 (File

No. 333-272284), which was declared effective by the Securities and Exchange Commission (the “SEC”) on June 8, 2023, and a

prospectus supplement filed with the SEC pursuant to Rule 424(b) on June 5, 2026.

The Securities Purchase Agreement contains customary

representations, warranties and agreements of the Company and the Purchasers and customary closing conditions. The representations, warranties

and covenants contained in the Securities Purchase Agreement were made solely for the benefit of the parties thereto and may be subject

to limitations agreed upon by the contracting parties. In addition, such representations, warranties and covenants (i) are intended as

a way of allocating risk between the parties and not as statements of fact and (ii) may apply standards of materiality in a way that is

different from what may be viewed as material by investors. Accordingly, the Securities Purchase Agreement is filed with this Current

Report on Form 8-K only to provide investors with information regarding its terms and not to provide investors with any other factual

information regarding the Company. Investors should not rely on the representations, warranties and covenants or any descriptions thereof

as characterizations of the actual state of facts or condition of the Company or any of the other parties thereto.

Pursuant to the Placement Agency Agreement, the

Company agreed to pay Roth a cash fee equal to 6.5% of the aggregate gross proceeds received by the Company in the offering and to reimburse

certain expenses of Roth in an aggregate amount of up to $75,000. The Placement Agency Agreement contains customary representations, warranties

and indemnification obligations of the Company.

The foregoing descriptions of the Placement Agency

Agreement and the Securities Purchase Agreement do not purport to be complete and are qualified in their entirety by reference to the

full text of the Placement Agency Agreement and the Securities Purchase Agreement, copies of which are filed as Exhibits 1.1 and 10.1,

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

A copy of the opinion of Proskauer Rose LLP relating

to the legality of the Shares is filed as Exhibit 5.1 to this Current Report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number

Description

1.1

Placement Agency Agreement, dated June 4, 2026, by and among Xos, Inc. and Roth Capital Partners, LLC

5.1

Opinion of Proskauer Rose LLP

10.1

Securities Purchase Agreement, dated June 4, 2026, by and among Xos, Inc. and certain investors

23.1

Consent of Proskauer Rose LLP (included in Exhibit 5.1 hereto)

104

Cover Page Interactive Data File (formatted in Inline XBRL in Exhibit 101)

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.

XOS, INC.

(Registrant)

By:

/s/ Liana Pogosyan

Date: June 5, 2026

Liana Pogosyan

Chief Financial Officer

EX-1.1 — PLACEMENT AGENCY AGREEMENT, DATED JUNE 4, 2026, BY AND AMONG XOS, INC. AND ROTH CAPITAL PARTNERS, LLC

EX-1.1

Filename: ea029374201ex1-1.htm · Sequence: 2

Exhibit 1.1

PLACEMENT AGENCY AGREEMENT

June 4, 2026

Roth Capital Partners, LLC

888 San Clemente Drive

Newport Beach, CA 92660

Ladies and Gentlemen:

Introduction. Subject

to the terms and conditions herein (this “Agreement”), Xos, Inc., a Delaware corporation (the “Company”),

hereby agrees to sell up to an aggregate of approximately $6 million of registered securities of the Company, consisting of 1,090,910

shares (the “Shares” or “Securities”) directly to various investors (each, an “Investor”

and, collectively, the “Investors”) through Roth Capital Partners, LLC, as placement agent (the “Placement

Agent”). The documents executed and delivered by the Company and the Investors in connection with the Offering (as defined below),

including, without limitation, a securities purchase agreement (the “Purchase Agreement”), shall be collectively referred

to herein as the “Transaction Documents.” The purchase price to the Investors for each Share is $5.50. The Placement

Agent may retain other brokers or dealers to act as sub-agents or selected-dealers on its behalf in connection with the Offering.

The Company hereby confirms

its agreement with the Placement Agent as follows:

Section 1. Agreement to Act as Placement

Agent.

(a) On the

basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of

this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of

the Securities pursuant to the Company's registration statement on Form S-3 (File No. 333-272284) (the “Registration

Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations

between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best efforts basis

and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof,

in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below)

be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent

shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with

respect to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the

Securities and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price

for, and delivery of, the Securities shall be made at one or more closings (each a “Closing” and the date on which

each Closing occurs, a “Closing Date”). The Closing shall occur via “Delivery Versus Payment”, i.e., on

the Closing Date, the Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such

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

Agent (or its clearing firm) by wire transfer to the Company. As compensation for services rendered, on each Closing Date, the Company

shall pay to the Placement Agent a cash fee equal to 6.5% of the gross proceeds received by the Company from the sale of the Securities

at the closing of the Offering (the “Closing”), and reimburse Placement Agent’s expenses in connection with the

Offering in the amount of $75,000, which amount shall constitute the aggregate cap on all fees and expenses of the Placement Agent reimbursable

by the Company hereunder, including the fees and expenses of Placement Agent Counsel.

(b) The term

of the Placement Agent's exclusive engagement will be until the Closing Date. Notwithstanding anything to the contrary contained herein,

the provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained

in the indemnification provisions will survive any expiration or termination of this Agreement, and the Company’s obligation to

pay fees actually earned and payable and to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof and

which are permitted to be reimbursed under FINRA Rule 5110(f)(2)(D)(i), will survive any expiration or termination of this Agreement.

Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze,

invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other

than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or

unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof)

or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries,

controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under

the Securities Act of 1933, as amended (the “Securities Act”).

Section 2. Representations, Warranties

and Covenants of the Parties.

(a) Representations,

Warranties and Covenants of the Company. Each of the representations and warranties (together with any related disclosure schedules

thereto and subject to qualifications in the preamble to such representations and warranties) and covenants made by the Company to the

Purchasers in the Purchase Agreement in connection with the Offering, is hereby incorporated herein by reference into this Agreement (as

though fully restated herein) and is, as of the date of this Agreement, and as of each Closing Date, hereby made to, and in favor of,

the Placement Agent. In addition to the foregoing, the Company represents and warrants that there are no affiliations with any FINRA member

firm that is participating in the Offering among the Company’s officers, directors or, to the knowledge of the Company, any five

percent (5%) or greater stockholder of the Company.

(b) Representations

of the Placement Agent. The Placement Agent represents and warrants that it (i) is a member in good standing of FINRA, (ii) is registered

as a broker/dealer under the Securities Exchange Act of 1934 as amended (the “Exchange Act”) , (iii) is licensed as a broker/dealer

under the laws of the states applicable to the offers and sales of the Securities by such Placement Agent, (iv) is and will be a corporate

entity validly existing under the laws of its place of incorporation, and (v) has full power and authority to enter into and perform its

obligations under this Agreement.

Section 3. Delivery and Payment. Each

Closing shall occur at the offices of Pryor Cashman LLP, 7 Times Square, New York, New York 10036 (“Placement Agent Counsel”)

(or at such other place as shall be agreed upon by the Placement Agent and the Company). Subject to the terms and conditions hereof, at

each Closing payment of the purchase price for the Securities sold on such Closing Date shall be made by Federal Funds wire transfer,

against delivery of such Securities, and such Securities shall be registered in such name or names and shall be in such denominations,

as the Placement Agent may request at least one business day before the time of purchase (as defined below).

Deliveries of the documents

with respect to the purchase of the Securities, if any, shall be made at the offices of Placement Agent Counsel. All actions taken at

a Closing shall be deemed to have occurred simultaneously.

Section 4. Covenants and Agreements of

the Company. The Company further covenants and agrees with the Placement Agent as follows:

(a) Registration

Statement Matters. The Company will advise the Placement Agent promptly after it receives notice thereof of the time when any amendment

to the Registration Statement has been filed or becomes effective with respect to the Offering or any supplement to the Base Prospectus

or the Final Prospectus has been filed with respect to the Offering and will furnish the Placement Agent with copies thereof. The Company

will file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission

pursuant to Section 13(a), 14 or 15(d) of the Exchange Act subsequent to the date of any Prospectus and for so long as the delivery

of a prospectus is required in connection with the Offering. The Company will during the Offering and any Prospectus Delivery Period advise

the Placement Agent, promptly after it receives notice thereof (i) of any request by the Commission to amend the Registration Statement

or to amend or supplement any Prospectus or for additional information, and (ii) of the issuance by the Commission of any stop order

suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or any order directed at any Incorporated

Document, if any, or any amendment or supplement thereto or any order preventing or suspending the use of the Base Prospectus or the Final

Prospectus or any prospectus supplement or any amendment or supplement thereto or any post-effective amendment to the Registration Statement,

of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, of the institution or threatened institution

of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement

or a Prospectus or for additional information. The Company shall during the Offering and any Prospectus Delivery Period use its best efforts

to prevent the issuance of any such stop order or prevention or suspension of such use. If the Commission shall enter any such stop order

or order or notice of prevention or suspension at any time, the Company will during the Offering and any Prospectus Delivery Period use

its best efforts to obtain the lifting of such order at the earliest possible moment, or will file a new registration statement and use

its best efforts to have such new registration statement declared effective as soon as practicable. Additionally, the Company agrees that

in connection with the Offering it shall comply with the provisions of Rules 424(b), 430A, 430B and 430C, as applicable, under the

Securities Act, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that

any filings made by the Company under such Rule 424(b) are received in a timely manner by the Commission.

(b) Blue

Sky Compliance. The Company will cooperate with the Placement Agent and the Investors in endeavoring to qualify the Securities for

sale under the securities laws of such jurisdictions (United States and foreign) as the Placement Agent and the Investors may reasonably

request and will make such applications, file such documents, and furnish such information as may be reasonably required for that purpose,

provided the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any

jurisdiction where it is not now so qualified or required to file such a consent, and provided further that the Company shall not be required

to produce any new disclosure document. The Company will, from time to time, prepare and file such statements, reports and other documents

as are or may be required to continue such qualifications in effect for so long a period as the Placement Agent may reasonably request

for distribution of the Securities. The Company will advise the Placement Agent promptly of the suspension of the qualification or registration

of (or any such exemption relating to) the Securities for offering, sale or trading in any jurisdiction or any initiation or threat of

any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption,

the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.

and Supplements to a Prospectus and Other Matters. The Company will comply with the Securities Act and the Exchange Act, and the rules and

regulations of the Commission thereunder, so as to permit the completion of the distribution of the Securities as contemplated in this

Agreement, the Incorporated Documents and any Prospectus. If during the period in which a prospectus is required by law to be delivered

in connection with the distribution of Securities contemplated by the Incorporated Documents or any Prospectus (the “Prospectus

Delivery Period”), any event shall occur as a result of which, in the judgment of the Company or in the reasonable opinion of

the Placement Agent or counsel for the Placement Agent, it becomes necessary to amend or supplement the Incorporated Documents or any

Prospectus in order to make the statements therein, in light of the circumstances under which they were made, as the case may be, not

misleading, or if it is necessary at any time to amend or supplement the Incorporated Documents or any Prospectus or to file under the

Exchange Act any Incorporated Document to comply with any law, the Company will promptly prepare and file with the Commission, and furnish

at its own expense to the Placement Agent and to dealers, an appropriate amendment to the Registration Statement or supplement to the

Registration Statement, the Incorporated Documents or any Prospectus that is necessary in order to make the statements in the Incorporated

Documents and any Prospectus as so amended or supplemented, in light of the circumstances under which they were made, as the case may

be, not misleading, or so that the Registration Statement, the Incorporated Documents or any Prospectus, as so amended or supplemented,

will comply with law. Before amending the Registration Statement or supplementing the Incorporated Documents or any Prospectus in connection

with the Offering, the Company will furnish the Placement Agent with a copy of such proposed amendment or supplement and will not file

any such amendment or supplement to which the Placement Agent reasonably objects; provided, however, that the Company may file any report

determined by the Company to be required to be filed pursuant to the Securities Act or the Exchange Act or the rules and regulations promulgated

thereunder within the time period required for such filing irrespective of any such objections.

(d) Copies

of any Amendments and Supplements to a Prospectus. The Company will furnish the Placement Agent, without charge, during the period

beginning on the date hereof and ending on the later of the last Closing Date of the Offering, as many copies of any Prospectus or prospectus

supplement and any amendments and supplements thereto, as the Placement Agent may reasonably request.

(e) Free

Writing Prospectus. The Company covenants that it will not, unless it obtains the prior written consent of the Placement Agent, make

any offer relating to the Securities that would constitute a Company Free Writing Prospectus or that would otherwise constitute a “free

writing prospectus” (as defined in Rule 405 of the Securities Act) required to be filed by the Company with the Commission

or retained by the Company under Rule 433 of the Securities Act. In the event that the Placement Agent expressly consents in writing

to any such free writing prospectus (a “Permitted Free Writing Prospectus”), the Company covenants that it shall (i) treat

each Permitted Free Writing Prospectus as an Company Free Writing Prospectus, and (ii) comply with the requirements of Rule 164

and 433 of the Securities Act applicable to such Permitted Free Writing Prospectus, including in respect of timely filing with the Commission,

legending and record keeping.

(f) Transfer

Agent. The Company will maintain, at its expense, a registrar and transfer agent for the Common Stock.

(g) Earnings

Statement. As soon as practicable and in accordance with applicable requirements under the Securities Act, but in any event not later

than 18 months after the last Closing Date, the Company will make generally available to its security holders and to the Placement Agent

an earnings statement, covering a period of at least 12 consecutive months beginning after the last Closing Date, that satisfies the provisions

of Section 11(a) and Rule 158 under the Securities Act.

(h) Periodic

Reporting Obligations. During the Prospectus Delivery Period, the Company will duly file, on a timely basis, with the Commission and

the Trading Market all reports and documents required to be filed under the Exchange Act within the time periods and in the manner required

by the Exchange Act.

(i) Additional

Documents. 1The Company agrees

that the Placement Agent may rely upon, and each is a third party beneficiary of, the representations and warranties, and applicable

covenants, set forth in the Purchase Agreement with Investors in the Offering.

(j) No Manipulation

of Price. The Company will not take, directly or indirectly, any action designed to cause or result in, or that has constituted

or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the Company.

(k) Acknowledgment.

The Company acknowledges that any advice given by the Placement Agent to the Company is solely for the benefit and use of the Board of

Directors of the Company and may not be used, reproduced, disseminated, quoted or referred to, without the Placement Agent's prior written

consent.

(l) Announcement

of Offering. The Company acknowledges and agrees that the Placement Agent may, subsequent to the Closing, make public its involvement

with the Offering.

(m) Reliance

on Others. The Company confirms that it will rely on its own counsel and accountants for legal and accounting advice.

(n) Research

Matters. By entering into this Agreement, the Placement Agent does not provide any promise,

either explicitly or implicitly, of favorable or continued research coverage of the Company and the Company hereby acknowledges and agrees

that the Placement Agent’s selection as a placement agent for the Offering was in no way conditioned, explicitly or implicitly,

on the Placement Agent providing favorable or any research coverage of the Company. In accordance with FINRA Rule 2711(e), the parties

acknowledge and agree that the Placement Agent has not directly or indirectly offered favorable research, a specific rating or a specific

price target, or threatened to change research, a rating or a price target, to the Company or inducement for the receipt of business or

compensation.

1 Note to draft: there is no other agreement. We are agreeing

to the Purchase Agreement.

Section 5. Conditions of the Obligations

of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject to the accuracy of the representations and

warranties on the part of the Company set forth in Section 2 hereof, in each case as of the date hereof and as of each Closing Date

as though then made, to the timely performance by each of the Company of its covenants and other obligations hereunder on and as of such

dates, and to each of the following additional conditions:

(a) Accountants’

Comfort Letter. The Placement Agent shall have received, and the Company shall have caused to be delivered to the Placement Agent,

a letter from Grant Thornton LLP (the independent registered public accounting firm of the Company), addressed to the Placement Agent,

dated as of the Closing Date, in form and substance satisfactory to the Placement Agent. The letter shall not disclose any change in the

condition (financial or other), earnings, operations or business of the Company from that set forth in the Incorporated Documents or the

applicable Prospectus or prospectus supplement, which, in the Placement Agent’s sole reasonable judgment, is material and adverse

and that makes it, in the Placement Agent’s sole judgment, impracticable or inadvisable to proceed with the Offering of the Securities

as contemplated by such Prospectus.

(b) Compliance

with Registration Requirements; No Stop Order; No Objection from the FINRA. Each Prospectus (in accordance with Rule 424(b))

and “free writing prospectus” (as defined in Rule 405 of the Securities Act), if any, shall have been duly filed

with the Commission, as appropriate; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall

have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; no order preventing or

suspending the use of any Prospectus shall have been issued and no proceeding for that purpose shall have been initiated or threatened

by the Commission; no order having the effect of ceasing or suspending the distribution of the Securities or any other securities of the

Company shall have been issued by any securities commission, securities regulatory authority or stock exchange and no proceedings for

that purpose shall have been instituted or shall be pending or, to the knowledge of the Company, contemplated by any securities commission,

securities regulatory authority or stock exchange; all requests for additional information on the part of the Commission shall have been

complied with; and the FINRA shall have raised no objection to the fairness and reasonableness of the placement terms and arrangements.

Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each

Prospectus, and the registration, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory

to the Placement Agent's counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have

requested to enable such counsel to pass upon the matters referred to in this Section 5.

(d) No Material

Adverse Change. Subsequent to the execution and delivery of this Agreement and prior to each Closing Date, in the Placement Agent's

sole reasonable judgment after consultation with the Company, there shall not have occurred any Material Adverse Effect or any material

adverse change or development involving a prospective material adverse change in the condition or the business activities, financial or

otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and Prospectus (“Material

Adverse Change”).

(e) Opinion

of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion of legal counsel to

the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter addressed to the Placement Agent,

in each case in form and substance reasonably satisfactory to the Placement Agent.

(f) Officers’

Certificate. The Placement Agent shall have received on each Closing Date a certificate of the Company, dated as of such Closing Date,

signed by the Chief Executive Officer and Chief Financial Officer of the Company, to the effect that, and the Placement Agent shall be

satisfied that, the signers of such certificate have reviewed the Registration Statement, the Incorporated Documents, any Prospectus Supplement,

and this Agreement and to the further effect that:

(i) The representations

and warranties of the Company in this Agreement are true and correct, as if made on and as of such Closing Date, and the Company has complied

with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date;

(ii) No stop

order suspending the effectiveness of the Registration Statement or the use of any Prospectus has been issued and no proceedings for that

purpose have been instituted or are pending or, to the Company’s knowledge, threatened under the Securities Act; no order having

the effect of ceasing or suspending the distribution of the Securities or any other securities of the Company has been issued by any securities

commission, securities regulatory authority or stock exchange in the United States and no proceedings for that purpose have been instituted

or are pending or, to the knowledge of the Company, contemplated by any securities commission, securities regulatory authority or stock

exchange in the United States;

(iii) When the

Registration Statement became effective, at the time of sale, and at all times subsequent thereto up to the delivery of such certificate,

the Registration Statement and the Incorporated Documents, if any, when such documents became effective or were filed with the Commission,

and any Prospectus, contained all material information required to be included therein by the Securities Act and the Exchange Act and

the applicable rules and regulations of the Commission thereunder, as the case may be, and in all material respects conformed to

the requirements of the Securities Act and the Exchange Act and the applicable rules and regulations of the Commission thereunder,

as the case may be, and the Registration Statement and the Incorporated Documents, if any, and any Prospectus, did not and do not include

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

therein, in light of the circumstances under which they were made, not misleading (provided, however, that the preceding representations

and warranties contained in this paragraph (iii) shall not apply to any statements or omissions made in reliance upon and in conformity

with information furnished in writing to the Company by the Placement Agent expressly for use therein) and, since the effective date of

the Registration Statement, there has occurred no event required by the Securities Act and the rules and regulations of the Commission

thereunder to be set forth in the Incorporated Documents which has not been so set forth; and

(iv) Subsequent

to the respective dates as of which information is given in the Registration Statement, the Incorporated Documents and any Prospectus,

there has not been: (a) any Material Adverse Change; (b) any transaction that is material to the Company and the Subsidiaries

taken as a whole, except transactions entered into in the ordinary course of business; (c) any obligation, direct or contingent,

that is material to the Company and the Subsidiaries taken as a whole, incurred by the Company or any Subsidiary, except obligations incurred

in the ordinary course of business; (d) any material change in the capital stock (except changes thereto resulting from the exercise

of outstanding stock options or warrants) or outstanding indebtedness of the Company or any Subsidiary; (e) any dividend or distribution

of any kind declared, paid or made on the capital stock of the Company; or (f) any loss or damage (whether or not insured) to the

property of the Company or any Subsidiary which has been sustained or will have been sustained which has a Material Adverse Effect.

(g) Stock

Exchange Listing. The Common Stock shall be registered under the Exchange Act and shall be listed on the Trading Market, and the Company

shall not have taken any action designed to terminate, or likely to have the effect of terminating, the registration of the Common Stock

under the Exchange Act or delisting or suspending from trading the Common Stock from the Trading Market, nor shall the Company have received

any information suggesting that the Commission or the Trading Market is contemplating terminating such registration or listing. For the

avoidance of doubt, nothing in this Section 5(g) shall prohibit or restrict, following the Closing, any merger, consolidation, tender

offer, going-private transaction, change of control transaction or other similar transaction approved by the Board of Directors.

(h) Additional

Documents. On or before each Closing Date, the Placement Agent and counsel for the Placement Agent shall have received such information

and documents as they may reasonably require for the purposes of enabling them to pass upon the issuance and sale of the Securities as

contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of

the conditions or agreements, herein contained.

If any condition specified

in this Section 5 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Placement Agent

by notice to the Company at any time on or prior to a Closing Date, which termination shall be without liability on the part of any party

to any other party, except that Section 6 (Payment of Expenses), Section 7 (Indemnification and Contribution) and Section 8

(Representations and Indemnities to Survive Delivery) shall at all times be effective and shall survive such termination.

Section 6. Payment of Expenses. The

Company agrees to pay all costs, fees and expenses incurred by the Company in connection with the performance of its obligations hereunder

and in connection with the transactions contemplated hereby, including, without limitation: (i) all expenses incident to the issuance,

delivery and qualification of the Securities (including all printing and engraving costs); (ii) all fees and expenses of the registrar

and transfer agent of the Common Stock; (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance

and sale of the Securities; (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants

and other advisors; (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution

of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Base Prospectus,

the Final Prospectus and each Prospectus Supplement, and all amendments and supplements thereto, and this Agreement; (vi) all filing

fees, reasonable attorneys’ fees and expenses incurred by the Company or the Placement Agent in connection with qualifying or registering

(or obtaining exemptions from the qualification or registration of) all or any part of the Securities for offer and sale under the state

securities or blue sky laws or the securities laws of any other country, and, if requested by the Placement Agent, preparing and printing

a “Blue Sky Survey,” an “International Blue Sky Survey” or other memorandum, and any supplements

thereto, advising the Placement Agent of such qualifications, registrations and exemptions; provided, however, that any such fees shall

be subject to the $75,000 overall expense cap set forth in Section 1(a); (vii) if applicable, the filing fees incident to the review

and approval by the FINRA of the Placement Agent's participation in the offering and distribution of the Securities; provided, however,

that any such fees shall be subject to the overall expense cap set forth in Section 1(a)(ii); (viii) the fees and expenses associated

with including the Shares on the Trading Market; (ix) all costs and expenses incident to the travel and accommodation of the Company’s

and the Placement Agent's employees on the “roadshow,” if any; and (x) all other fees, costs and expenses referred

to in Part II of the Registration Statement.

Section 7. Indemnification and Contribution.

(a) The Company

agrees to indemnify and hold harmless the Placement Agent, its affiliates and each person controlling the Placement Agent (within the

meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the Placement Agent, its affiliates

and each such controlling person (the Placement Agent, and each such entity or person an “Indemnified Person”) from

and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”),

and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of one counsel for all

Indemnified Persons, except as otherwise expressly provided herein) (collectively, the “Expenses”) as they are incurred

by an Indemnified Person in investigating, preparing, pursuing or defending any Actions, whether or not any Indemnified Person is a party

thereto, (i) caused by, or arising out of or in connection with, any untrue statement or alleged untrue statement of a material fact

contained in the Registration Statement, any Incorporated Document, or any Prospectus or by any omission or alleged omission to state

therein a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading

(other than untrue statements or alleged untrue statements in, or omissions or alleged omissions from, information relating to an Indemnified

Person furnished in writing by or on behalf of such Indemnified Person expressly for use in the Incorporated Documents) or (ii) otherwise

arising out of or in connection with advice or services rendered or to be rendered by any Indemnified Person pursuant to this Agreement,

the transactions contemplated thereby or any Indemnified Person's actions or inactions in connection with any such advice, services or

transactions; provided, however, that, in the case of clause (ii) only, the Company shall not be responsible for any

Liabilities or Expenses of any Indemnified Person that are finally judicially determined to have resulted from such Indemnified Person's

(x) bad faith, fraud, breach of this Agreement, gross negligence or willful misconduct in connection with any of the advice, actions,

inactions or services referred to above or (y) use of any offering materials or information concerning the Company in connection

with the offer or sale of the Securities in the Offering which were not authorized for such use by the Company and which use constitutes

gross negligence or willful misconduct. The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred

in connection with enforcing such Indemnified Person's rights under this Agreement; provided, such Indemnified Person shall repay any

such Expenses to the extent they are ultimately determined to relate to matters that the Company is not obligated to have indemnified

such Person for.

(b) Upon receipt

by an Indemnified Person of actual notice of an Action against such Indemnified Person with respect to which indemnity may be sought under

this Agreement, such Indemnified Person shall promptly notify the Company in writing; provided that failure by any Indemnified Person

so to notify the Company shall not relieve the Company from any liability which the Company may have on account of this indemnity or otherwise

to such Indemnified Person, except to the extent the Company shall have been prejudiced by such failure. The Company shall, if requested

by the Placement Agent, assume the defense of any such Action including the employment of counsel reasonably satisfactory to the Placement

Agent, which counsel may also be counsel to the Company. Any Indemnified Person shall have the right to employ separate counsel in any

such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified

Person unless: (i) the Company has failed promptly to assume the defense and employ counsel or (ii) the named parties to any

such Action (including any impleaded parties) include such Indemnified Person and the Company, and such Indemnified Person shall have

been advised in the reasonable opinion of counsel that there is an actual conflict of interest that prevents the counsel selected by the

Company from representing both the Company (or another client of such counsel) and any Indemnified Person; provided that the Company shall

not in such event be responsible hereunder for the fees and expenses of more than one firm of separate counsel for all Indemnified Persons

in connection with any Action or related Actions, in addition to any local counsel. The Company shall not be liable for any settlement

of any Action effected without its written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without

the prior written consent of the Placement Agent (which shall not be unreasonably withheld), settle, compromise or consent to the entry

of any judgment in or otherwise seek to terminate any pending or threatened Action in respect of which indemnification or contribution

may be sought hereunder (whether or not such Indemnified Person is a party thereto) unless such settlement, compromise, consent or termination

includes an unconditional release of each Indemnified Person from all Liabilities arising out of such Action for which indemnification

or contribution may be sought hereunder. The indemnification required hereby shall be made by periodic payments of the amount thereof

during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payable.

event that the foregoing indemnity is unavailable to an Indemnified Person other than in accordance with this Agreement, the Company shall

contribute to the Liabilities and Expenses paid or payable by such Indemnified Person in such proportion as is appropriate to reflect

(i) the relative benefits to the Company, on the one hand, and to the Placement Agent and any other Indemnified Person, on the other

hand, of the matters contemplated by this Agreement or (ii) if the allocation provided by the immediately preceding clause is not

permitted by applicable law, not only such relative benefits but also the relative fault of the Company, on the one hand, and the Placement

Agent and any other Indemnified Person, on the other hand, in connection with the matters as to which such Liabilities or Expenses relate,

as well as any other relevant equitable considerations; provided that in no event shall the Company contribute less than the amount necessary

to ensure that all Indemnified Persons, in the aggregate, are not liable for any Liabilities and Expenses in excess of the amount of fees

actually received by the Placement Agent pursuant to this Agreement. For purposes of this paragraph, the relative benefits to the Company,

on the one hand, and to the Placement Agent on the other hand, of the matters contemplated by this Agreement shall be deemed to be in

the same proportion as (a) the total value paid or contemplated to be paid to or received or contemplated to be received by the Company

in the transaction or transactions that are within the scope of this Agreement, whether or not any such transaction is consummated, bears

to (b) the fees paid to the Placement Agent under this Agreement. Notwithstanding the above, no person guilty of fraudulent misrepresentation

within the meaning of Section 11(f) of the Securities Act, as amended, shall be entitled to contribution from a party who was

not guilty of fraudulent misrepresentation.

(d) The Company

also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the

Company for or in connection with advice or services rendered or to be rendered by any Indemnified Person pursuant to this Agreement,

the transactions contemplated thereby or any Indemnified Person's actions or inactions in connection with any such advice, services or

transactions except for Liabilities (and related Expenses) of the Company that are finally judicially determined to have resulted from

such Indemnified Person's gross negligence or willful misconduct in connection with any such advice, actions, inactions or services.

(e) The reimbursement,

indemnity and contribution obligations of the Company set forth herein shall apply to any modification of this Agreement and shall remain

in full force and effect regardless of any termination of, or the completion of any Indemnified Person's services under or in connection

with, this Agreement.

Section 8. Representations and Indemnities

to Survive Delivery. The respective indemnities, agreements, representations, warranties and other statements of the Company or any

person controlling the Company, of its officers, and of the Placement Agent set forth in or made pursuant to this Agreement will remain

in full force and effect, regardless of any investigation made by or on behalf of the Placement Agent, the Company, or any of its or their

partners, officers or directors or any controlling person, as the case may be, and will survive delivery of and payment for the Securities

sold hereunder and any termination of this Agreement. A successor to a Placement Agent, or to the Company, its directors or officers or

any person controlling the Company, shall be entitled to the benefits of the indemnity, contribution and reimbursement agreements contained

in this Agreement.

Section 9. Notices. All communications

hereunder shall be in writing and shall be mailed, hand delivered, e-mailed or telecopied and confirmed to the parties hereto as follows:

If to the Placement Agent to the address set forth

above, attention: Head of Equity Capital Markets, e-mail: rothecm@roth.com

With a copy to:

Pryor Cashman LLP

7 Times Square

New York, New York 10036

E-mail: ali.panjwani@pryorcashman.com

Attention: M. Ali Panjwani, Esq.

If to the Company:

Xos, Inc.

3550 Tyburn Street

Los Angeles, California 90065

E-Mail: david.zlotchew@xostrucks.com

Attention: David Zlotchew, General Counsel

With a copy to:

Proskauer Rose LLP

2029 Century Park East, Suite 2400

Los Angeles, California 90067

Attention: Ben Orlanski and Louis Rambo

E-mail: borlanski@proskauer.com; lrambo@proskauer.com

Any party hereto may change

the address for receipt of communications by giving written notice to the others.

Section 10. Successors. This Agreement

will inure to the benefit of and be binding upon the parties hereto, and to the benefit of the employees, officers and directors and controlling

persons referred to in Section 7 hereof, and to their respective successors, and personal representative, and no other person will

have any right or obligation hereunder.

Section 11. Partial Unenforceability.

The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability

of any other section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined

to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to

make it valid and enforceable.

Section 12. Governing Law Provisions.

This Agreement shall be deemed to have been made and delivered in New York City and both this engagement letter and the transactions contemplated

hereby shall be governed as to validity, interpretation, construction, effect and in all other respects by the internal laws of the State

of New York, without regard to the conflict of laws principles thereof. Each of the Placement Agent and the Company: (i) agrees that

any legal suit, action or proceeding arising out of or relating to this engagement letter and/or the transactions contemplated hereby

shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern

District of New York, (ii) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding,

and (iii) irrevocably consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States District

Court for the Southern District of New York in any such suit, action or proceeding. Each of the Placement Agent and the Company further

agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New

York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service

of process upon the Company mailed by certified mail to the Company’s address shall be deemed in every respect effective service

of process upon the Company, in any such suit, action or proceeding, and service of process upon the Placement Agent mailed by certified

mail to the Placement Agent’s address shall be deemed in every respect effective service process upon the Placement Agent, in any

such suit, action or proceeding. Notwithstanding any provision of this engagement letter to the contrary, the Company agrees that neither

the Placement Agent nor its affiliates, and the respective officers, directors, employees, agents and representatives of the Placement

Agent, its affiliates and each other person, if any, controlling the Placement Agent or any of its affiliates, shall have any liability

(whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement and transaction

described herein except for any such liability for losses, claims, damages or liabilities incurred by us that are finally judicially determined

to have resulted from the willful misconduct or gross negligence of such individuals or entities or breach of this Agreement by the Placement

Agent. If either party shall commence an action or proceeding to enforce any provision of this Agreement, then the prevailing party in

such action or proceeding shall be reimbursed by the other party for its reasonable attorney’s fees and other costs and expenses

incurred with the investigation, preparation and prosecution of such action or proceeding.

Section 13. General Provisions.

(a) This Agreement

constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral

agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts,

each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This

Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied)

may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the

convenience of the parties only and shall not affect the construction or interpretation of this Agreement.

(b) The Company

acknowledges that in connection with the offering of the Securities: (i) the Placement Agent has acted at arm’s length, are

not agents of, and owe no fiduciary duties to the Company or any other person, (ii) the Placement Agent owes the Company only those

duties and obligations set forth in this Agreement and (iii) the Placement Agent may have interests that differ from those of the

Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Placement Agent arising

from an alleged breach of fiduciary duty in connection with the offering of the Securities

[The remainder of this page has been intentionally

left blank.]

If the foregoing is in accordance

with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become

a binding agreement in accordance with its terms.

Very truly yours,

XOS, INC.

By:

/s/ Dakota Semler

Name:

Dakota Semler

Title:

Chief Executive Officer

The foregoing Placement Agency

Agreement is hereby confirmed and accepted as of the date first above written.

ROTH CAPITAL PARTNERS, LLC

By:

/s/ Bob Stephenson

Name:

Bob Stephenson

Title:

Managing Director

EX-5.1 — OPINION OF PROSKAUER ROSE LLP

EX-5.1

Filename: ea029374201ex5-1.htm · Sequence: 3

Exhibit 5.1

Proskauer Rose LLP 2029 Century Park East Suite 2400 Los Angeles, CA 90067-3010

June 5, 2026

Xos, Inc.

3550 Tyburn Street

Los Angeles, California 90065

Ladies and Gentlemen:

We have acted as counsel to Xos, Inc., a

Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange

Commission (the “Commission”) of a prospectus supplement, dated June 4, 2026 (the “Prospectus Supplement”),

to the prospectus, dated June 8, 2023, included as part of a registration statement (the “Registration Statement”)

on Form S-3 (No. 333-272284) relating to the offer and sale of 1,090,910 shares of common stock, par value $0.0001 per share (the “Shares”),

pursuant to the terms of the Placement Agency Agreement, dated June 4, 2026 (the “Placement Agency Agreement”), by

and between Roth Capital Partners, LLC, and the Company. The Shares are to be sold by the Company pursuant to the terms of the Securities

Purchase Agreement, dated June 4, 2026 (the “Securities Purchase Agreement”), among the Company and each of the purchasers

named therein.

As such counsel, we have participated in the preparation

of the Prospectus Supplement and have examined originals or copies of such documents, corporate records and other instruments as we have

deemed relevant, including, without limitation: (i) the amended and restated certificate of incorporation of the Company as in effect

on the date hereof and as amended to date; (ii) the bylaws of the Company, as in effect on the date hereof and as amended to date; (iii)

resolutions of the Board of Directors of the Company; (iv) the Placement Agency Agreement; (v) the Securities Purchase Agreement; (vi)

the Registration Statement, together with the exhibits filed as a part thereof and including any documents incorporated by reference therein;

(vii) the Prospectus Supplement, including any documents incorporated by reference therein; and (viii) such other certificates, statutes

and other instruments and documents as we consider appropriate for purposes of the opinions hereafter expressed.

We have made such examination of law as we have

deemed necessary to express the opinion contained herein. As to matters of fact relevant to this opinion, we have relied upon, and assumed

without independent verification, the accuracy of certificates of public officials and officers of the Company. We have assumed

the genuineness of all signatures, the legal capacity of natural persons, the authenticity of documents submitted to us as originals,

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

of the originals of such copies.

Based upon the foregoing, and subject to the limitations,

qualifications, exceptions and assumptions expressed herein, we are of the opinion, assuming no change in the applicable law or pertinent

facts, that the Shares have been duly authorized for issuance and, when the Shares are issued and paid for in accordance with the terms

and conditions of the Securities Purchase Agreement, the Shares will be validly issued, fully paid and non-assessable.

This opinion is limited in all respects to the

General Corporation Law of the State of Delaware and we express no opinion as to the laws, statutes, rules or regulations of any other

jurisdiction. The reference and limitation to the “General Corporation Law of the State of Delaware” includes all applicable

Delaware statutory provisions of law and reported judicial decisions interpreting these laws.

We hereby consent to the filing of this opinion

letter as Exhibit 5.1 to the Current Report on Form 8-K to be filed by the Company with the Commission on June 5, 2026, and to the

reference to our firm under the caption “Legal Matters” in the Prospectus Supplement, and we further consent to the incorporation

of this opinion by reference into the Registration Statement and Prospectus Supplement. In giving the foregoing consent, we do not admit

that we are in 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.

Very truly yours,

/s/ Proskauer Rose LLP

EX-10.1 — SECURITIES PURCHASE AGREEMENT, DATED JUNE 4, 2026, BY AND AMONG XOS, INC. AND CERTAIN INVESTORS

EX-10.1

Filename: ea029374201ex10-1.htm · Sequence: 4

Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement

(this “Agreement”) is dated as of June 4, 2026, between Xos, Inc., a Delaware corporation (the “Company”),

and the purchasers identified on the signature pages hereto (including its successors and assigns, each a “Purchaser”,

and collectively the “Purchasers”).

WHEREAS, subject to

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

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

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

NOW, THEREFORE, IN CONSIDERATION

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

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

ARTICLE 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 4.5.

“Action”

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

“Affiliate”

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

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

“Base Prospectus”

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

by reference.

“Board

of Directors” means the board of directors 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 Purchasers’ obligations to pay the Subscription Amount and (ii) the Company’s

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

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

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

“Commission”

means the United States Securities and Exchange Commission.

“Common

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

securities may hereafter be reclassified or changed.

“Common

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

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

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

“Company Counsel”

means Proskauer Rose LLP, with offices located at 2029 Century Park East, Suite 2400, Los Angeles, California 90067.

“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.

“Exchange

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

“Exempt

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

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

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

upon the exercise or exchange of or conversion of securities exercisable or exchangeable for or convertible into shares of Common Stock

issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this

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

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

this Agreement and (d) securities issued pursuant to acquisitions or strategic transactions approved

by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities”

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

therewith during the prohibition period in Section 4.11 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.

“GAAP”

means U.S. generally accepted accounting principles.

“Indebtedness”

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

“Intellectual

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

“Liens”

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

“Material

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

“Material Permits”

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

“Per Share

Purchase Price” equals $5.50, 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.

“Person”

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

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

“Placement

Agency Agreement” means the agreement executed on the Closing Date between the Company and the Placement Agent.

“Placement

Agent” means Roth Capital Partners, LLC.

“Proceeding”

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

such as a deposition) pending or, to the Company’s knowledge, threatened in writing against or affecting the Company, any Subsidiary

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

(federal, state, county, local or foreign).

“Prospectus”

means the Prospectus Supplement together with the Base Prospectus, including all information, documents and exhibits filed with or incorporated

by reference into such prospectus.

“Prospectus

Supplement” means the supplement to the Prospectus complying with Rule 424(b) of the Securities Act including all information,

documents and exhibits filed with or incorporated by reference into such prospectus supplement, that is filed with the Commission and

delivered by the Company to each Purchaser at the Closing in connection with the Shares.

“Purchaser

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

“Registration

Statement” shall mean the effective registration statement filed with the Commission on Form S-3, as amended (File No. 333-272284),

which registers the sale of the Securities, including, without limitation, the documents incorporated by reference therein.

“Required

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

“Rule 144”

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

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

“Rule 424”

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

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

“SEC Reports”

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

“Securities”

means the Shares.

“Securities

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

“Shares”

means the shares of Common Stock issuable pursuant to this Agreement.

“Short

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

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

“Subscription

Amount” means, as to each Purchaser in respect of the Securities, the aggregate amount to be paid for Securities purchased hereunder

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

in United States dollars and in immediately available funds.

“Subsidiary”

means any subsidiary of the Company as set forth in the SEC Reports, and shall, where applicable, also include any direct or indirect

subsidiary of the Company formed or acquired after the date hereof.

“Trading

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

“Trading

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

in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock

Exchange (or any successors to any of the foregoing).

“Transaction

Documents” means this Agreement and all exhibits and schedules hereto and any other documents or agreements executed in connection

with the transactions contemplated hereunder.

“Transfer

Agent” means Equiniti Trust Company, LLC, with a mailing address of 28 Liberty St., 53rd Floor, New York, New York

10005, the current transfer agent of the Company, and any successor transfer agent of the Company.

ARTICLE II.

PURCHASE AND SALE

2.1 Closing. On the

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

and not jointly, agree to purchase, the number of Shares set forth under “Subscription Amount” on the Purchaser’s signature

page hereto at the Per Share Purchase Price. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed

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

shall deliver to each Purchaser its respective Shares, and the Company and each Purchaser shall deliver the other items set forth in Section

2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall

take place remotely by electronic transfer of the Closing documentation. Unless otherwise directed by the Placement Agent, settlement

of the Shares shall occur via “Delivery Versus Payment” (i.e., on the Closing Date, the Company shall issue the Shares registered

in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified

by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable

Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding

anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Purchaser,

through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Purchaser sells to any

Person all, or any portion, of the Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement

Shares”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company),

remain unconditionally bound to purchase, such Pre-Settlement Shares at the Closing, and the Company shall be deemed to be unconditionally

bound to sell such Pre-Settlement Shares to such Person at the Closing as such Purchaser shall have directed the Company in writing; provided,

that the Company shall not be required to deliver any Pre-Settlement Shares to such Person prior to the Company’s receipt of the

purchase price of such Pre-Settlement Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the

foregoing 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 each Purchaser the following:

(i) this Agreement

duly executed by the Company;

(ii) a legal opinion

of Company Counsel, in form reasonably acceptable to the Placement Agent and each Purchaser;

(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

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

an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system Shares equal to such Purchaser’s Subscription

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

(v) a duly executed

and delivered Officer’s Certificate, in form and substance reasonably satisfactory to the Placement Agent and each Purchaser;

(vi) the duly executed

and delivered Secretary’s Certificate, in form and substance reasonably satisfactory to the Placement Agent and each Purchaser;

and

(vii) the Prospectus

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

(b) On or prior

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

(i) this Agreement

duly executed by such Purchaser; and

(ii) such Purchaser’s

Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company or its designee.

2.3 Closing Conditions.

(a) The obligations

of the Company hereunder in connection with the Closing with respect to each Purchaser 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 Purchasers 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 each Purchaser required to be performed at or prior to the Closing Date shall have been performed in all material

respects; and

(iii) the delivery

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

(b) The respective

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

(i) the accuracy in

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

respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific

date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified

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

(ii) all obligations,

covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed in all material

respects;

(iii) the delivery

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

(iv) there shall have

been no Material Adverse Effect with respect to the Company;

(v) from the date

hereof to and including the Closing Date, trading in the Company’s securities shall not have been suspended by the Commission or

any 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 the Placement

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

(vi) the Company shall

have filed an additional listing application with the principal Trading Market with respect to the Shares.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES

3.1 Representations and

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

to each Purchaser:

(a) Subsidiaries.

All of the direct and indirect subsidiaries of the Company are set forth in the SEC Reports. The Company owns, directly or indirectly,

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

shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights

to subscribe for or purchase securities. If the Company has no subsidiaries, all references to the Subsidiaries or any of them in the

Transaction Documents shall be disregarded. There are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments

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

giving any Person any right to subscribe for or acquire, any capital stock of any Subsidiary, or contracts, commitments, understandings

or arrangements by which any Subsidiary is or may become bound to issue capital stock.

(b) Organization

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

and, if applicable under the laws of the jurisdiction in which they are formed, in good standing under the laws of the jurisdiction of

its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its

business as currently conducted. The Company and each of the Subsidiaries has all necessary authorizations, approvals, orders, licenses,

certificates and permits of and from all governmental regulatory officials and bodies that it needs as of the date hereof to conduct its

business purpose in all material respects as described in the SEC Reports and to own or lease its properties. Neither the Company nor

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

memorandum and articles of association or other organizational or charter documents. Each of the Company and the Subsidiaries is duly

qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature

of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in

good standing, as the case may be, could not have or reasonably be expected to result in a Material Adverse Effect. The term “Material

Adverse Effect” means an effect, change, event or occurrence that, alone or in conjunction with any other or others: (i) has

or would reasonably be expected to have a material adverse effect on: (A) the business, general affairs, management, condition (financial

or otherwise), results of operations, shareholders’ equity, properties or prospects of the Company and the Subsidiaries, taken as

a whole, or (B) the legality, validity or enforceability of any Transaction Document, or (ii) the Company’s ability to perform in

any material respect on a timely basis its obligations under any Transaction Document. No Proceeding has been instituted in any jurisdiction

revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

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

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

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

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

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

than in connection with the Required Approvals. This Agreement and each other Transaction Document to which it is a party has been (or

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

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

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

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

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

(d) No Conflicts.

The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a party, the

issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby do not and will not

(i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles of incorporation,

bylaws, memorandum and articles of association or other organizational or charter documents, or (ii) conflict with, or constitute a default

(or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the

properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, anti-dilution or similar

adjustments, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or

other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary

is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals,

conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court

or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations),

or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and

(iii), such as could not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect.

(e) Filings,

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

or make any filing or registration with, any court or other federal, state, local, foreign or other governmental authority or other Person

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

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

to each applicable Trading Market for the listing of the Shares for trading thereon in the time and manner required thereby, and (iv)

such filings as are required to be made under applicable state securities laws (collectively, the “Required Approvals”).

(f) Issuance

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

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

has reserved and will keep available from its duly authorized but unissued shares of Common Stock, and at all times will have sufficient

authorized but unissued shares of Common Stock to accommodate, the maximum number of shares of Common Stock issuable pursuant to the Transaction

Documents. The Company has filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective

on June 8, 2023, including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement.

The Registration Statement is effective under the Securities Act, and no stop order preventing or suspending the effectiveness of the

Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for

that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company shall file the Prospectus

Supplement with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective,

at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments thereto conformed and will conform

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

fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and

the Base Prospectus, the Prospectus Supplement and any amendments or supplements thereto, at the time the Base Prospectus, the Prospectus

Supplement 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 and meets the transaction requirements as set forth in General Instruction I.B.6 of Form S-3.

(g) Capitalization.

The capitalization of the Company is as set forth in the SEC Reports as of the date thereof, which SEC Reports also include the number

of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date thereof. The Company has not

issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of

employee stock options under the Company’s stock option plans, the issuance of shares of Common Stock to employees pursuant to the

Company’s employee stock purchase plans, pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of

the date of the most recently filed periodic report under the Exchange Act and pursuant to its currently active “at-the-market”

program with the Placement Agent. No Person has any right of first refusal, preemptive right, right of participation, or any similar right

to participate in the transactions contemplated by the Transaction Documents. Except as set forth in the SEC Reports and as a result of

the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments

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

giving any Person any right to subscribe for or acquire, any shares of Common Stock or the capital stock of any Subsidiary, or contracts,

commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of

Common Stock or Common Stock Equivalents or the capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate

the Company or any Subsidiary to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not

result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities.

There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions,

and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound

to redeem a security of the Company or such Subsidiary. The Company does not have any stock appreciation rights or “phantom stock”

plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized,

validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws where applicable,

and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities.

Except for the Required Approvals, no further approval or authorization of any stockholder, the Board of Directors or others is required

for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with

respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any

of the Company’s stockholders.

(h) SEC Reports;

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

the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding

the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials,

including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus, being collectively referred

to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has

filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all

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

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

to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company has never been

an issuer subject to Rule 144(i) under the Securities Act. The consolidated financial statements of the Company included in the SEC Reports

comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto

as in effect at the time of filing. Such financial statements have been prepared in conformity with GAAP applied on a consistent basis

during the periods involved, except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited

financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position

of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the

periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

(i) Material

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

the SEC Reports, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in

a Material Adverse Effect, (ii) neither the Company nor any Subsidiary has incurred any liabilities (contingent or otherwise) other than

(A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities

not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission,

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

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

stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company

stock option plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except

for the issuance of the Securities contemplated by this Agreement or as set forth in the SEC Reports, no event, liability, fact, circumstance,

occurrence or development of which the Company is aware has occurred or exists or is reasonably expected by the Company to occur or exist

with respect to the Company or its Subsidiaries or their respective businesses, properties, operations, assets or financial condition

that would be reasonably be expected to be required to be disclosed by the Company under applicable securities laws at the time this representation

is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

(j) Litigation.

Except as set forth in the SEC Reports, there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or,

to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before

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

(collectively, an “Action”). None of the Actions set forth in the SEC Reports (i) adversely affects or challenges the

legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable

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

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

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

any investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission

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

under the Exchange Act or the Securities Act.

(k) Labor Relations.

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

reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member

of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of

its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships

with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected

to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement

or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued

employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any

of the foregoing matters. The Company and its Subsidiaries are in compliance with all U.S. federal, state, local and foreign laws and

regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the

failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(l) Compliance.

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

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

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

or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default

or violation has been waived), (ii) is in violation of any judgment, decree or order of any court, arbitrator or other governmental authority

or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation

all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality

and safety and employment and labor matters, except in each case of (i), (ii) and (iii) as could not have or reasonably be expected to

result in a Material Adverse Effect.

(m) Regulatory

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

state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports, except

where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (“Material

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

of any Material Permit.

(n) Title to

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

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

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

with the use made and proposed to be made of such property by the Company and the Subsidiaries and (ii) Liens for the payment of federal,

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

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

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

respects.

(o) Intellectual

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

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

necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to

so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither

the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired,

terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement.

Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC

Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the

rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the

Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual

Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and

value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be

expected to have a Material Adverse Effect. The Company has no knowledge of any facts that would preclude it from having valid license

rights or clear title to the Intellectual Property Rights. The Company has no knowledge that it lacks or will be unable to obtain any

rights or licenses to use all Intellectual Property Rights that are necessary to conduct its business.

(p) Insurance.

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

amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited

to, directors and officers insurance coverage at least equal to the aggregate Subscription Amount. Neither the Company nor any Subsidiary

has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain

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

(q) Transactions

With Affiliates and Employees. Other than as disclosed in the SEC Reports, none of the officers or directors of the Company or any

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

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

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

for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director or such employee

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

an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other than for (i) payment of salary

or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits,

including stock option agreements under any stock option plan of the Company.

(r) Sarbanes-Oxley;

Internal Accounting Controls. The Company and the Subsidiaries and their respective officers and directors are in compliance with

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

all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof and as of the Closing

Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that:

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

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

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

for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken

with respect to any differences. The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange

Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure

that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed,

summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers

have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period

covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company

presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness

of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have

been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its

Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting

of the Company and its Subsidiaries.

(s) Certain Fees.

No brokerage or finder’s fees or commissions are or will be payable by the Company or any Subsidiary to any broker, financial advisor

or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction

Documents, other than fees payable to the Placement Agent. The Purchasers shall have no obligation with respect to any fees or with respect

to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section that may be due in connection with

the transactions contemplated by the Transaction Documents.

(t) Investment

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

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

shall conduct its business in a manner so that it will not become an “investment company” subject to registration under the

Investment Company Act of 1940, as amended.

(u) Registration

Rights. No Person has any right to cause the Company or any Subsidiary to effect the registration under the Securities Act of any

securities of the Company or any Subsidiary.

(v) Listing and

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

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

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

The Company has not, in the 12 months preceding the date hereof, received notice from any Trading Market on which the Common Stock is

or has been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance requirements of such

Trading Market. The Company is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance

with all such listing and maintenance requirements. The Common Stock is currently eligible for electronic transfer through The Depository

Trust Company or another established clearing corporation and the Company is current in payment of the fees to The Depository Trust Company

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

(w) Application

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

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

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

of incorporation that is or could become applicable to a Purchaser as a result of such 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 such Purchaser’s ownership of the Securities.

(x) Disclosure.

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

that neither it nor any other Person acting on its behalf has provided any Purchaser or its agents or counsel with any information that

it believes constitutes material, non-public information which is not otherwise disclosed or deemed disclosed in the Prospectus Supplement.

The Company understands and confirms that the Purchasers will rely on the foregoing representation in effecting transactions in securities

of the Company. The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as

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

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

acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions contemplated

hereby other than those specifically set forth in Section 3.2 hereof.

(y) No Integrated

Offering. Assuming the accuracy of each Purchaser’s representations and warranties set forth in Section 3.2, neither the Company,

nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security

or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to be integrated with

prior offerings by the Company for purposes of (i) the Securities Act, or (ii) any applicable shareholder approval provisions of any Trading

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

(z) Solvency.

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

of the proceeds from the sale of the Securities hereunder, (i) the fair saleable value of the Company’s assets exceeds the amount

that will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including known contingent

liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital to carry on its business as

now conducted and as proposed to be conducted including its capital needs taking into account the particular capital requirements of the

business conducted by the Company, consolidated and projected capital requirements and capital availability thereof, and (iii) the current

cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after taking into

account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when such amounts

are required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account

the timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of any facts or circumstances

which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction

within one year from the Closing Date. The SEC Reports sets forth as of the date hereof all outstanding secured and unsecured Indebtedness

of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. For the purposes of this Agreement, “Indebtedness”

means (x) any liabilities for borrowed money or amounts owed by the Company in excess of $500,000 (other than trade accounts payable incurred

in the ordinary course of business), (y) all guaranties, endorsements and other contingent obligations in respect of indebtedness of others

to third parties, whether or not the same are or should be reflected in the Company’s consolidated balance sheet (or the notes thereto),

except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of

business; and (z) the present value of any lease payments in excess of $500,000 due under leases required to be capitalized in accordance

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

(aa) Tax Status.

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

the Company and its Subsidiaries each (i) has made or filed, or filed an extension to file, all United States federal, state and local

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

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

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

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

amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company or of any Subsidiary know of no

basis for any such claim.

(bb) Foreign

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

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

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

or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii)

failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person acting on its behalf of which the

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

(cc) Accountants.

The Company’s current independent registered public accounting firm is as set forth in the SEC Reports. To the knowledge and belief

of the Company, such accounting firm (i) is a registered public accounting firm as required by the Exchange Act and (ii) shall express

its opinion with respect to the financial statements to be included in the Company’s Annual Report for the fiscal year ending December

31, 2026.

(dd) Acknowledgment

Regarding Each Purchaser’s Purchase of Securities. The Company acknowledges and agrees that each 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 each 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 any Purchaser or

any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely

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

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

contemplated hereby by the Company and its representatives.

(ee) Acknowledgment

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

for Sections 3.2(f) and 4.12 hereof), it is understood and acknowledged by the Company that: (i) the Purchasers have not been asked by

the Company to agree, nor have the Purchasers 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 Purchasers, 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 Purchasers, and counter-parties in “derivative” transactions to

which any Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and (iv)

the Purchasers 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 Purchasers may engage in hedging activities 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.

(ff) Regulation

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

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

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

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

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

(gg) Office of

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

or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign Assets

Control of the U.S. Treasury Department (“OFAC”) and the Company will not, directly or indirectly, use the proceeds

of the offering of Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture

partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered

by OFAC.

(hh) U.S. Real

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

Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon any Purchaser’s request.

(ii) Bank Holding

Company Act. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company Act of 1956, as

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

Reserve”). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly or indirectly, five percent

(5%) or more of the outstanding shares of any class of voting securities or twenty-five percent or more of the total equity of a bank

or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries or

Affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to

regulation by the Federal Reserve.

(jj) Money Laundering.

The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable financial record-keeping

and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable money laundering statutes

and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”), and no action, suit or

proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any Subsidiary

with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any Subsidiary, threatened.

(kk) Stamp or

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

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

connection with the sale and delivery by the Company of the Securities to or for the sale and delivery by the Securities to the Purchasers.

(ll) Environmental

Laws. The handling, use, treatment, disposal, discharge, emission, contamination, release or other activity involving any kind of

hazardous, toxic or other wastes, pollutants, contaminants, petroleum products or other hazardous or toxic substances, chemicals or materials

(“Hazardous Substances”) by, due to, on behalf of, or caused by the Company or any Subsidiary (or, to the Company’s

knowledge, any other entity for whose acts or omissions the Company is or may be liable) upon any property now or previously owned, operated,

used or leased by the Company or any Subsidiary, or upon any other property, which would be a violation of or give rise to any liability

under any applicable law, rule, regulation, order, judgment, decree or permit, common law provision or other legally binding standard

relating to pollution or protection of human health and the environment (“Environmental Law”), except for violations

and liabilities which, individually or in the aggregate, would not have a Material Adverse Effect. There has been no disposal, discharge,

emission contamination or other release of any kind at, onto or from any such property or into the environment surrounding any such property

of any Hazardous Substances with respect to which the Company or any Subsidiary has knowledge, except as would not, individually or in

the aggregate, have a Material Adverse Effect. There is no pending or, to the best of the Company’s knowledge, threatened administrative,

regulatory or judicial action, claim or notice of noncompliance or violation, investigation or proceedings relating to any Environmental

Law against the Company or any Subsidiary, except as would not, individually or in the aggregate, have a Material Adverse Effect. No property

of the Company or any Subsidiary is subject to any Lien under any Environmental Law. Except as disclosed in the SEC Reports, neither the

Company nor any Subsidiary is subject to any order, decree, agreement or other individualized legal requirement related to any Environmental

Law, which, in any case (individually or in the aggregate), would have a Material Adverse Effect. The Company and each Subsidiary has

all material permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with their

requirements. In the ordinary course of its business, the Company periodically reviews the effect of Environmental Laws on the business,

operations and properties of the Company and the Subsidiaries, in the course of which it identifies and evaluates associated costs and

liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure or remediation of properties

or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential

liabilities to third parties). On the basis of such review, the Company has reasonably concluded that such associated costs and liabilities

would not, individually or in the aggregate, have a Material Adverse Effect.

(mm) Cybersecurity.

(i)(x) There has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information

technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers,

vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”)

and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably

be expected to result in, any security breach or other compromise to its IT Systems and Data; (ii) the Company and the Subsidiaries are

presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator

or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems

and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as

would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented

and maintained commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous

operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster

recovery technology consistent with industry standards and practices.

(nn) Other Covered

Persons. Other than the Placement Agent, the Company is not aware of any person that has been or will be paid (directly or indirectly)

remuneration for solicitation of purchasers in connection with the sale of any Securities.

(oo) Stock Option

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

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

on the date such stock option would be considered granted under GAAP and applicable law. No stock option granted under the Company’s

stock option plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company policy or practice

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

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

(pp) No Disagreements

with Accountants and Lawyers. There are no material disagreements of any kind presently existing between the Company and the accountants

and lawyers presently employed by the Company, and the Company is current with respect to any fees owed to its accountants and lawyers

which could reasonably affect the Company’s ability to perform any of its obligations under any of the Transaction Documents or

the Placement Agency Agreement.

(qq) Compliance

with Data Privacy Laws. To the Company’s knowledge: (i) the Company and the Subsidiaries are, and at all times during the last

three (3) years were, in compliance with all applicable state, federal and foreign data privacy and security laws and regulations, including,

without limitation, the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) (collectively, “Privacy

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

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

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

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

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

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

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

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

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

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

or analysis of any identifiable data related to an identified person’s health or sexual orientation. Except as would not, individual

or in the aggregate, have a material adverse effect: (i) none of such disclosures made or contained in any of the Policies have been inaccurate,

misleading, or deceptive in violation of any Privacy Laws; and (ii) the execution, delivery and performance of the Transaction Documents

will not result in a breach of any Privacy Laws or Policies. Neither the Company nor the Subsidiaries, to the knowledge of the Company,

(i) has received written notice of any actual or potential liability of the Company or the Subsidiaries under, or actual or potential

violation by the Company or the Subsidiaries of, any of the Privacy Laws; (ii) is currently conducting or paying for, in whole or in part,

any investigation, remediation or other corrective action pursuant to any regulatory request or demand pursuant to any Privacy Law; or

(iii) is a party to any order, decree, or agreement by or with any court or arbitrator or governmental or regulatory authority that imposed

any obligation or liability under any Privacy Law.

3.2 Representations and

Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date

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

as of such date):

(a) Organization;

Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing

under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership limited liability company

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

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

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

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

party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute

the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited

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

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

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

law.

(b) Understandings

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

or understandings with any other persons to distribute or regarding the distribution of such Securities 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 is

acquiring the Securities hereunder in the ordinary course of its business.

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

of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience

in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities,

and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment in the

Securities and, at the present time, is able to afford a complete loss of such investment.

(e) Access to

Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits

and schedules thereto) and the SEC Reports and has been afforded (i) the opportunity to ask such questions as it has deemed necessary

of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities

and the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial condition, results

of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity

to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary

to make an informed investment decision with respect to the investment. Such Purchaser acknowledges and agrees that neither the Placement

Agent nor any Affiliate of the Placement Agent has provided such Purchaser with any information or advice with respect to the Securities

nor is such information or advice necessary or desired. Neither the Placement Agent nor any Affiliate has made or makes any representation

as to the Company or the quality of the Securities and the Placement Agent and any Affiliate may have acquired non-public information

with respect to the Company which such Purchaser agrees need not be provided to it. In connection with the issuance of the Securities

to such Purchaser, neither the Placement Agent nor any of its Affiliates has acted as a financial advisor or fiduciary to such Purchaser.

(f) Certain Transactions

and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser has not 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 pricing terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding

the foregoing, (A) in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate

portions of such Purchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets managed

by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement, and (B) in the case of

a Purchaser that has implemented internal information barriers pursuant to information controls policy to “wall-off” certain

trading personnel, the representations set forth above shall only apply to such walled-off trading personnel. Other than to other Persons

party to this Agreement or to such Purchaser’s representatives, including, without limitation, its officers, directors, partners,

legal and other advisors, employees, agents and Affiliates, such Purchaser has maintained the confidentiality of all disclosures made

to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing, for

the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect

to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.

The Company acknowledges and

agrees that the representations contained in this Section 3.2 shall not modify, amend or affect each Purchaser’s right to rely on

the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any

other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation

of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute

a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or

similar transactions in the future.

ARTICLE IV.

OTHER AGREEMENTS OF THE PARTIES

4.1 Legends. The Shares

shall be issued free of all restrictive legends.

4.2 Furnishing of Information.

Until the time that no Purchaser owns Securities, the Company covenants to maintain the registration of the Common Stock under Section

12(b) or 12(g) of the Exchange Act and timely file (or obtain extensions in respect thereof and file within the applicable grace period)

all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject

to the reporting requirements of the Exchange Act.

4.3 Integration. The

Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section

2 of the Securities Act) that will be integrated with the offer or sale of the Securities for purposes of the rules and regulations of

any Trading Market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval

is obtained before the closing of such subsequent transaction.

4.4 Securities Laws

Disclosure; Publicity. The Company shall (a) by the Disclosure Time, issue a press release disclosing the material terms of the transactions

contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission

within the time required by the Exchange Act (the “Required Disclosures”). From and after the issuance of such press release,

the Company represents to each Purchaser that it shall have publicly disclosed all material, non-public information delivered to each

Purchaser by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates or agents,

including, without limitation, the Placement Agent, in connection with the transactions contemplated by the Transaction Documents. In

addition, effective upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar

obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers,

directors, employees, Affiliates or agents, including, without limitation, the Placement Agent, on the one hand, and each Purchaser or

any of its Affiliates on the other hand, in each case that is related to the transactions contemplated hereby or any information related

hereto, shall terminate and be of no further force or effect. The Company understands and confirms that each Purchaser shall be relying

on the foregoing covenant in effecting transactions in securities of the Company. The Company and each Purchaser shall consult with each

other in issuing any other press releases with respect to the transactions contemplated hereby (except that with respect to Required Disclosures,

the Company need only consult with the Placement Agent), and neither the Company nor any Purchaser shall issue any such press release

nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of such Purchaser,

or without the prior consent of such Purchaser, with respect to any press release of the Company (except that with respect to Required

Disclosures, the Company need only obtain the consent of the Placement Agent), which consent shall not unreasonably be withheld or delayed,

except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice

of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser,

or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written

consent of such Purchaser, except (a) as required by federal securities law in connection with the filing of final Transaction Documents

with the Commission and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company

shall provide each Purchaser with prior notice of such disclosure permitted under this clause (b) and reasonably cooperate with such Purchaser

regarding such disclosure.

4.5 Shareholder Rights

Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any Purchaser is

an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distribution under

a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser

could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents

or under any other agreement between the Company and the Purchasers.

4.6 Non-Public Information.

Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be

disclosed pursuant to Section 4.4, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will, provide

any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material

non-public information, unless prior thereto such Purchaser shall have consented in writing to receipt of such information and agreed

in writing with the Company to keep such information confidential. The Company understands and confirms that each Purchaser shall be relying

on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company, or any of its Subsidiaries,

or any of their respective officers, directors, agents, employees or Affiliates delivers any material, non-public information to a Purchaser

in violation of this Section 4.6, the Company hereby covenants and agrees that such Purchaser shall not have any duty of confidentiality

to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates, including, without

limitation, the Placement Agent, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, agents,

employees or Affiliates, including, without limitation, the Placement Agent, not to trade on the basis of, such material, non-public information,

provided that the Purchasers shall remain subject to applicable law. To the extent that any notice provided pursuant to any Transaction

Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously

with the delivery of such notice file such notice with the Commission pursuant to a Current Report on Form 8-K. The Company understands

and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company.

4.7 Use of Proceeds.

The Company shall use the net proceeds from the sale of the Securities hereunder solely as described in the Prospectus Supplement.

4.8 Indemnification of

Purchasers. Subject to the provisions of this Section 4.8, the Company will indemnify, to the fullest extent permitted by applicable

law, and hold each Purchaser and its directors, officers, shareholders, members, partners, investment managers, employees and agents (and

any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other

title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange

Act), and the directors, officers, shareholders, agents, members, partners, investment managers, or employees (and any other Persons with

a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling

persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies,

damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and

costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations,

warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted

against a Purchaser Party 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 (except to the extent such action is based upon a breach of such Purchaser Party’s representations,

warranties or covenants under the Transaction Documents or any conduct by such Purchaser Party which is finally judicially determined

to constitute fraud, gross negligence or willful misconduct). If any action shall be brought against any Purchaser Party in respect of

which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and, except

with respect to direct claims brought by the Company, the Company shall have the right to assume the defense thereof with counsel of its

own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any

such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser

Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company

has failed after a reasonable period of time to assume such defense and to employ counsel reasonably acceptable to the Purchaser or (iii)

in such action there is, in the reasonable opinion of counsel to the applicable Purchaser Party (which may be internal counsel), a material

conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Company

shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to

any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s prior written

consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage

or liability is attributable to any Purchaser Party’s breach of any of the representations made by the Purchaser in this Agreement

or any conduct by such Purchaser Party which is finally judicially determined to constitute fraud, gross negligence or willful misconduct.

Company shall not, without the prior written consent of the Purchaser Party, effect any settlement of any pending or threatened action

or proceeding in respect of which any Purchaser Party is or reasonably could have been a party and indemnity could have been sought hereunder

by such Purchaser Party, unless such settlement includes an unconditional release of such Purchaser Party from all liability on claims

that are the subject matter of such proceeding and does not include any statements as to, or any findings of, fault, culpability or failure

to act by or on behalf of any Purchaser Party. The indemnification and other payment obligations required by this Section 4.8 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.

4.9 Reservation of Common

Stock. As of the date hereof, the Company has reserved, free of preemptive rights, a sufficient number of shares of Common Stock for

the purpose of enabling the Company to issue Shares pursuant to this Agreement.

4.10 Listing of Shares.

The Company hereby agrees to use its 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 submit a listing of additional shares notification form to

the such Trading Market with respect to the Shares. 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 will take such other action as is reasonably

necessary to cause all of the Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then

take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all

respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company

agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established

clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established

clearing corporation in connection with such electronic transfer. Notwithstanding the foregoing, nothing in this Section 4.10 shall prohibit

or restrict the Company or its Board of Directors from approving, entering into or consummating any merger, consolidation, tender offer,

sale of all or substantially all assets, business combination, going-private transaction, change of control transaction or other similar

transaction, including any transaction that results in the delisting of the Common Stock from the Trading Market.

4.11. Subsequent Equity

Sales.

(a) From the date hereof until

30 days after the Closing Date, neither the Company nor any Subsidiary shall (i) issue, enter into any agreement to issue or announce

the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents or (ii) file any registration statement or

amendment or supplement thereto, other than the Prospectus Supplement or filing a registration statement on Form S-8 in connection with

any employee benefit plan.

(b) Notwithstanding the foregoing,

this Section 4.11 shall not apply in respect of (1) an Exempt Issuance and (2) beginning at 4:01 p.m. (New York City time) on the date

of this Agreement, the issuance of shares of Common Stock in an “at the market” offering with the Placement Agent as sales

agent (the “ATM”), or the filing of a prospectus supplement with respect to the ATM.

4.12 Certain Transactions

and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it nor any Affiliate

acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales of any of the

Company’s securities during the period commencing with the execution of this Agreement and ending at such time that the transactions

contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.4. Each Purchaser,

severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement

are publicly disclosed by the Company pursuant to the initial press release as described in Section 4.4, such Purchaser will maintain

the confidentiality of the existence and terms of this transaction (other than as disclosed to its legal and other representatives). Notwithstanding

the foregoing, and notwithstanding anything contained in this Agreement to the contrary, the Company expressly acknowledges and agrees

that (i) no Purchaser makes any representation, warranty or covenant hereby that it will not engage in effecting transactions in any securities

of the Company after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial

press release as described in Section 4.4, (ii) no Purchaser shall be restricted or prohibited from effecting any transactions in any

securities of the Company in accordance with applicable securities laws from and after the time that the transactions contemplated by

this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.4 and (iii) no Purchaser shall

have any duty of confidentiality or duty not to trade in the securities of the Company to the Company, any of its Subsidiaries, or any

of their respective officers, directors, employees, Affiliates, or agent, including, without limitation, the Placement Agent, after the

issuance of the initial press release as described in Section 4.4. Notwithstanding the foregoing, (A) in the case of a Purchaser that

is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets, the

covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment

decision to purchase the Securities covered by this Agreement, and (B) in the case of a Purchaser that has implemented internal information

barriers pursuant to information controls policy to “wall-off” certain trading personnel, this Section 4.12 shall apply only

with respect to activities of such walled-off trading personnel.

4.13 Equal Treatment of

Purchasers. No consideration (including any modification of any Transaction Document) shall be offered or paid by the Company to any

Purchaser to amend or consent to a waiver or modification of any provision of the Transaction Documents unless the same consideration

(on a per Share basis) is also offered to all Purchasers. For clarification purposes, this provision constitutes a separate right granted

to each Purchaser by the Company and negotiated separately by each Purchaser, and is intended for the Company to treat the Purchasers

as a class and shall not in any way be construed as the Purchasers acting in concert or as a group with respect to the purchase, disposition,

or voting of Shares or otherwise.

4.14 Acknowledgment of

Dilution. The Company acknowledges that the issuance of the Securities may result in dilution of the outstanding shares of Common

Stock, which dilution may be substantial under certain market conditions. The Company further acknowledges that its obligations under

the Transaction Documents, including, without limitation, its obligation to issue the Shares pursuant to the Transaction Documents, are

unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any

such dilution or any claim the Company may have against any Purchaser and regardless of the dilutive effect that such issuance may have

on the ownership of the other stockholders of the Company.

4.15 Capital Changes.

Until the date that is twelve (12) months after the Closing Date, the Company shall not undertake a reverse stock split or reclassification

of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the Shares other than a reverse

stock split that is required, in the good faith determination of the Board of Directors, to maintain the listing of the Common Stock on

the Trading Market.

ARTICLE V.

MISCELLANEOUS

5.1 Termination. This

Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever

on the obligations between the Company and the other Purchasers, by written notice to the Company, if the Closing Date has not occurred

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, stamp taxes and other taxes and duties levied

in connection with the delivery of any Securities to the Purchasers.

5.3 Entire Agreement.

The Transaction Documents, together with the exhibits and schedules thereto, the Prospectus and the Prospectus Supplement contain the

entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings,

oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

5.4 Notices. Any and

all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed

given and effective on the earliest of: (a) the time of transmission, if such notice or communication is delivered via email attachment

at the email address as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York City time) on a Trading Day,

(b) the next Trading Day after the date of transmission, if such notice or communication is delivered via email attachment at the email

address as set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City

time) on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing,

if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required

to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto. To the extent

that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the

Company or any Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form

8-K.

5.5 Amendments; Waivers.

No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of

an amendment, by the Company and Purchasers which purchased at least fifty and one tenth percent (50.1%) in interest of the Securities

based on the initial Subscription Amounts hereunder (or, prior to the Closing, the Company and each Purchaser) or, in the case of a waiver,

by the party against whom enforcement of any such waived provision is sought, provided that if any amendment, modification or waiver disproportionately

and adversely impacts a Purchaser (or group of Purchasers), the consent of such disproportionately impacted Purchaser (or group of Purchasers)

shall also be required. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed

(unless expressly so provided in writing) to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of

any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in

any manner impair the exercise of any such right. Any proposed amendment or waiver that disproportionately, materially and adversely affects

the rights and obligations of any Purchaser relative to the comparable rights and obligations of the other Purchasers shall require the

prior written consent of such adversely affected Purchaser. Any amendment effected in accordance with this Section 5.5 shall be binding

upon each Purchaser and holder of Securities and the Company.

5.6 Headings. The headings

herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions

hereof.

5.7 Successors and Assigns.

This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. The Company may

not assign this Agreement or any rights or obligations hereunder without the prior written consent of each Purchaser (other than by merger).

Any Purchaser may assign any or all of its rights under this Agreement to any Person to whom such Purchaser assigns or transfers any Securities,

provided that such transferee agrees in writing to be bound, with respect to the transferred Securities, by the provisions of the

Transaction Documents that apply to the “Purchaser” (other than in respect of a transfer pursuant to an effective registration

statement).

5.8 No Third-Party Beneficiaries.

The Placement Agent shall be the third party beneficiary of the representations, warranties and covenants of the Company in this Agreement

and the representations, warranties and covenants of the Purchasers in this Agreement. This Agreement is intended for the benefit of the

parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced

by, any other Person, except as otherwise set forth in Section 4.8 and this Section 5.8.

5.9 Governing Law.

All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by

and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts

of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions

contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates,

directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts

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

in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction

contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably

waives, and agrees not to assert in any 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 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 either party

shall commence an action, suit or proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations

of the Company under Section 4.8, the prevailing party in such action, suit 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 the applicable statute

of limitations; provided, the representations and warranties of the Company hereunder shall expire on the second anniversary of the Closing

Date.

5.11 Execution. This

Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement

and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that

the parties need not sign the same counterpart. In the event that any signature is delivered by e-mail delivery of a “.pdf”

format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature

is executed) with the same force and effect as if such “.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 any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not

timely perform its related obligations within the periods therein provided, then such Purchaser may rescind or withdraw, in its sole discretion

from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to

its future actions and rights.

5.14 Replacement of Securities.

If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company shall issue or cause to

be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of and substitution therefor,

a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction.

The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs (including

customary indemnity) associated with the issuance of such replacement Securities.

5.15 Remedies. In addition

to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Purchasers and

the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may not

be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and hereby

agree to waive and not to assert in any action for specific performance of any such obligation the defense that a remedy at law would

be adequate.

5.16 Payment Set Aside.

To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document or a Purchaser enforces

or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are

subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded,

repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including, without limitation, any

bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation

or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not

been made or such enforcement or setoff had not occurred.

5.17 Independent Nature

of Purchasers’ Obligations and Rights; Acknowledgement of Company Counsel. The obligations of each Purchaser under any Transaction

Document are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the

performance or non-performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in

any other Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers

as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any

way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each

Purchaser shall be entitled to independently protect and enforce its rights including, without limitation, the rights arising out of this

Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional

party in any Proceeding for such purpose. Each Purchaser has been represented by its own separate legal counsel in its review and negotiation

of the Transaction Documents. For reasons of administrative convenience only, each Purchaser and its respective counsel have chosen to

communicate with the Company through the legal counsel of the Placement Agent. The legal counsel of the Placement Agent does not represent

any of the Purchasers and only represents the Placement Agent. The Company has elected to provide all Purchasers with the same terms and

Transaction Documents for the convenience of the Company and not because it was required or requested to do so by any of the Purchasers.

It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between

the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

Each Purchaser hereby acknowledges that Proskauer Rose LLP is Company Counsel in connection with this Agreement and hereby waives any

conflict that would otherwise exist to the extent that such counsel is or has previously represented such Purchaser.

5.18 Saturdays, Sundays,

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

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

Day or Business Day, as the case may be.

5.19 Construction.

The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction Documents

and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall

not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and every reference to

share prices and 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.

5.20 WAIVER OF JURY

TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY

AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES

FOREVER TRIAL BY JURY.

(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.

XOS, INC.

Address for Notice:

3550 Tyburn Street

Los Angeles, California 90065

By:

/s/ Dakota Semler

Name:

Dakota Semler

Title:

Chief Executive Officer

With a copy to (which shall not constitute notice):

Proskauer Rose LLP

2029 Century Park East, Suite 2400

Los Angeles, California 90067

Attention:

E-mail:

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SIGNATURE PAGE FOR PURCHASERS FOLLOWS]

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Name of the state or province.

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- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Indicate if registrant meets the emerging growth company criteria.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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No definition available.

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Two-character EDGAR code representing the state or country of incorporation.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

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No definition available.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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- Definition

Title of a 12(b) registered security.

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-Publisher SEC

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-Number 240

-Section 12

-Subsection b

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Name of the Exchange on which a security is registered.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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-Publisher SEC

-Name Securities Act

-Number 230

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