Form 8-K

8-K — AIxCrypto Holdings, Inc.

Accession: 0001493152-26-029096

Filed: 2026-06-17

Period: 2026-06-16

CIK: 0001460702

SIC: 6199 (FINANCE SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES

EXCHANGE ACT OF 1934

Date

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

AIxCrypto

Holdings, Inc.

(Exact

Name of Registrant as Specified in Charter)

Delaware

001-37428

26-3474527

(State

or Other Jurisdiction

Incorporation)

(Commission

File

Number)

(I.R.S.

Employer

Identification

No.)

1990

E. Grand Ave.

Segundo, California

90245

(Address

of Principal Executive Offices)

(Zip

Code)

Registrant’s

Telephone Number, Including Area Code: (760) 452-8111

5857

Owens Avenue, Suite 300

Carlsbad,

California 92008

(Former

name or former address, if changed since last report)

Check

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

any of the following provisions:

☐

Written

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

☐

Soliciting

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

☐

Pre-commencement

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

☐

Pre-commencement

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

Securities

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

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.001

AIXC

The

Nasdaq Stock Market LLC

Indicate

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

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

Emerging

growth company ☐

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

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

Item

1.01 Entry into a Material Definitive Agreement.

Capitalized

terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement (as defined below).

June 16, 2026, AIxCrypto Holdings, Inc., a Delaware corporation (the “Company”) entered into a common shares purchase agreement

(the “Purchase Agreement”) with Gold King Arthur Holding Limited, a Hong Kong limited liability company (the “Purchaser”)

pursuant to which the Company agreed to sell and issue to the Purchaser in a private placement offering (the “Offering”)

up to the lesser of (i) $50,000,000 in aggregate gross purchase price of duly authorized, validly issued, fully paid and non-assessable

shares of common stock of the Company, par value $0.001 per share (the “Common Shares”) and (ii) 19.99% of the voting power

of the Common Shares issued and outstanding immediately prior to the execution of the Purchase Agreement (the “Exchange Cap”),

as adjusted pursuant to the terms of the Purchase Agreement. The Exchange Cap will not apply if and when the Company obtains shareholder

approval for issuances in excess thereof in accordance with the applicable rules of the Nasdaq Capital Market.

The

Common Shares are being offered in reliance upon the exemption from the registration requirement of the Securities Act of 1933, as amended

(the “Securities Act”), pursuant to Section 4(a)(2) thereof and/or Rule 506(b) of Regulation D promulgated thereunder, and

applicable state securities laws. The issuance of the Common Shares has not been registered under the Securities Act and such securities

may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any

applicable state securities laws.

The

Company intends to use the net proceeds from the Offering for the purposes set forth in the Prospectus included in the Registration Statement

(as defined below) and any Prospectus Supplement thereto filed pursuant to the Purchase Agreement.

Under

the Purchase Agreement, upon the satisfaction of certain conditions, the Company may, at its sole discretion, direct the Purchaser to

purchase Common Shares by delivering VWAP Purchase Notices from time to time during the investment period. The purchase price per share

for each VWAP Purchase is equal to 93% of the lowest daily volume-weighted average price during the three consecutive Trading Days consisting

of the applicable VWAP Purchase Date and the two Trading Days immediately preceding such date. The Purchaser is entitled to retain a

draw fee equal to 3.0% of the gross purchase amount for each VWAP Purchase as a transaction fee, with the remaining 97% paid to the Company

as the net settlement amount.

addition, the Company paid to the Purchaser a one-time, non-refundable upfront fee of $100,000 upon execution of the Purchase Agreement.

Subject

to receipt of shareholder approval for issuances in excess of the Exchange Cap in accordance with the applicable rules of the Nasdaq

Capital Market (the “Shareholder Approval”), the Company has agreed to file, within 45 calendar days after execution

of the Purchase Agreement, a registration statement on Form S-1 (the “Initial Registration Statement”) with the Securities

and Exchange Commission (the “Commission”) covering the resale of the Common Shares subject to the Exchange Cap, and has

agreed to use commercially reasonable efforts to cause such registration to become effective within 90 days of filing (or, if subject

to a full review by the Commission, 90 days plus an additional 45 days for each round of Commission comments or until resolution of all

Commission comments, whichever is later). Once Shareholder Approval is obtained and has taken effect, the Company shall use its commercially

reasonable efforts to file one or more additional registration statements to cover all Registrable Securities not covered by the Initial

Registration Statement.

The

Company is required to use its reasonable best efforts to seek Shareholder Approval as soon as practicable after the closing date but

no later than 45 days thereafter, and if not obtained during such period, to continue seeking Shareholder Approval every 45 days until

obtained. Once Shareholder Approval is obtained, the Company will file a preliminary information statement on Schedule 14C within 30

days of receiving Shareholder Approval and file a definitive information statement on Schedule 14C ten days following the filing of the

preliminary information statement. The Shareholder Approval must take effect before the Company may issue Common Shares in excess of

the Exchange Cap.

The

Purchase Agreement will terminate automatically on the earliest to occur of (i) the first day of the month next following the 24-month

anniversary of the effective date of the Initial Registration Statement, (ii) the date on which the Purchaser has purchased the Total

Commitment worth of Common Shares, (iii) the date on which the Common Shares fail to be listed on a national securities exchange, (iv)

the thirtieth Trading Day following commencement of bankruptcy proceedings against the Company that are not discharged or dismissed,

and (v) the date on which a custodian is appointed for the Company or the Company makes a general assignment for the benefit of creditors.

The Company may also terminate the Purchase Agreement after commencement upon ten Trading Days’ prior written notice to the Purchaser.

The

Purchase Agreement contains customary representations, warranties, covenants and conditions, including certain customary and specific

events that would permit the Purchaser to terminate the Purchase Agreement, including (a) the occurrence of a Fundamental Transaction,

(b) material breach by the Company of its covenants or agreements under the Purchase Agreement not cured within 15 Trading Days after

notice, (c) lapse in effectiveness of the Registration Statement for more than 45 consecutive Trading Days or 90 Trading Days in any

365-day period, (d) suspension of trading in the Common Shares for more than five consecutive Trading Days, and (e) certain other material

breaches by the Company not cured within 15 Trading Days after notice.

The

foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the

full text of the Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report, and incorporated by reference herein.

Item

3.02 Unregistered Sale of Equity Securities.

The

information contained above in Item 1.01 relating to the issuance of the Common Shares is hereby incorporated by reference into this

Item 3.02.

Neither

this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of

common stock or other securities of the Company.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

10.1

Common Shares Purchase Agreement dated June 16, 2026.

104

Cover

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

SIGNATURE

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.

AIxCrypto

Holdings, Inc.

Date:

June 17, 2026

By:

/s/

Jerry Wang

Name:

Jerry

Wang

Title:

Chief

Executive Officer and Director

(Principal

Executive Officer)

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

COMMON

SHARES PURCHASE AGREEMENT

This

COMMON SHARES PURCHASE AGREEMENT is made and entered into as of 6/16/2026 (this “Agreement”),

by and between Gold King Arthur Holding Limited, a Hong Kong limited liability company (the “Investor”), and

AIxCrypto Holdings, Inc., a Delaware corporation (the “Company”).

RECITALS

WHEREAS,

the parties desire that, upon the terms and subject to the conditions and limitations set forth herein, the Company may issue and sell

to the Investor, from time to time as provided herein, and the Investor shall purchase from the Company, up to the lesser of (i) $50,000,000

(the “Total Commitment”) in aggregate gross purchase price of duly authorized, validly issued, fully paid and

non-assessable shares of common stock of the Company, par value $0.001 per share on the day of this Agreement (as may be adjusted, the

“Common Shares”) and (ii) the Exchange Cap (to the extent applicable under Section 3.3); and

WHEREAS,

such sales of Common Shares by the Company to the Investor will be made in reliance upon the provisions of Section 4(a)(2) (“Section

4(a)(2)”) of the Securities Act of 1933, as amended (the “Securities Act”) and/or Rule 506(b)

of Regulation D promulgated by the Commission under the Securities Act (“Regulation D”), and upon such other

exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the issuances and

sales of Common Shares by the Company to the Investor to be made hereunder.

NOW,

THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE

DEFINITIONS

Capitalized

terms used in this Agreement shall have the meanings ascribed to such terms in Annex I hereto, and hereby made a part hereof,

or as otherwise set forth in this Agreement.

ARTICLE

PURCHASE

AND SALE OF COMMON SHARES

Section

2.1 Purchase and Sale of Shares. Upon the terms and subject to the conditions of this Agreement, during the Investment Period,

the Company, in its sole discretion, shall have the right, but not the obligation, to issue and sell to the Investor, and the Investor

shall purchase from the Company, up to the lesser of (i) the Total Commitment and (ii) the Exchange Cap, to the extent applicable under

Section 3.3 (such lesser amount of Common Shares, the “Aggregate Limit”), by the delivery to the Investor of

VWAP Purchase Notices as provided in Article III.

Section

2.2 Closing Date; VWAP Purchase Share Delivery Date. This Agreement shall become effective and binding upon (a) the delivery

of counterpart signature pages of this Agreement executed by each of the parties hereto, and (b) the delivery of all other documents,

instruments and writings required to be delivered pursuant to this Agreement, as provided in Section 7.1 at or prior to 9:30 a.m. New

York City time on the Closing Date (the “Closing”). In consideration of and in express reliance upon the representations,

warranties and covenants contained in, and upon the terms and subject to the conditions of, this Agreement, during the Investment Period,

the Company, at its sole option and discretion, may issue and sell to the Investor, and, if the Company elects to so issue and sell,

the Investor shall purchase from the Company, the Shares in respect of each VWAP Purchase. The delivery of Shares in respect of each

VWAP Purchase, and the payment for such Shares, shall occur in accordance with Section 3.2, provided that all of the conditions

precedent in Article VII shall have been fulfilled at the applicable times set forth in Article VII.

Section

2.3 Initial Public Announcements and Required Filings. The Company shall, after the Closing but not later than 5:30 p.m.,

New York City time, on the Trading Day after the date of this Agreement, file with the Commission a Current Report on Form 8-K disclosing

the execution of this Agreement by the Company and the Investor (including any exhibits thereto, the “Current Report”).

The Company shall provide the Investor and its legal counsel a reasonable opportunity to comment on a draft of the Current Report prior

to filing the Current Report with the Commission and shall give due consideration to all such comments. From and after the filing of

the Current Report with the Commission, the Company shall publicly disclose all material, nonpublic information delivered to the Investor

(or the Investor’s representatives or agents) by the Company or any of its Subsidiaries, or any of their respective officers, directors,

employees, agents or representatives (if any) in connection with the transactions contemplated by the Transaction Documents. The Company

shall use its reasonable best efforts to prepare and file with the Commission the Initial Registration Statement and any New Registration

Statement covering only the resale by the Investor of the Registrable Securities in accordance with the Securities Act and Section 6.3

below. At or before 5:30 p.m. (New York City time) on the second (2nd) Trading Day immediately following the Effective Date of the Initial

Registration Statement and any New Registration Statement (or any post-effective amendment thereto), the Company shall use its reasonable

best efforts to file with the Commission in accordance with Rule 424(b) under the Securities Act the final Prospectus to be used in connection

with sales pursuant to such Registration Statement (or post-effective amendment thereto).

ARTICLE

III

PURCHASE TERMS

Subject

to the satisfaction of the conditions set forth in Article VII, the parties agree as follows:

Section

3.1 VWAP Purchases. Upon the initial satisfaction of all of the conditions set forth in Section 7.1 (the “Commencement”)

and the date of initial satisfaction of all of such conditions, the “Commencement Date”) and from time to time thereafter

during the Investment Period, subject to the satisfaction of all of the conditions set forth in Section 7.2, the Company shall have the

right, but not the obligation, to direct the Investor, by its timely delivery to the Investor of a VWAP Purchase Notice, in substantially

the form attached hereto as Exhibit A, after 6:00 a.m., New York City time, but prior to 9:30 a.m., New York City time, on a VWAP Purchase

Date, to purchase a number of Common Shares equal to the VWAP Purchase Share Request at the applicable VWAP Purchase Price therefor on

such VWAP Purchase Date in accordance with this Agreement (each such purchase, a “VWAP Purchase”). In addition, the

Investor may, in its sole discretion, accept a VWAP Purchase Notice after 9:30 a.m., New York City time, on a VWAP Purchase Date, provided

that such acceptance, once provided, shall be irrevocable and binding and the Company’s obligation to deliver the shares that are

the subject of such VWAP Purchase Notice shall be binding; provided that, if the Investor does not accept a VWAP Purchase Notice that

is delivered after 9:30 a.m., New York City time, such VWAP Purchase Notice shall be deemed to be null and void. The Investor may also,

in its sole discretion, accept additional VWAP Purchase Notices within a Trading Day, in which case any prior VWAP Purchase Notice accepted

by the Investor in such Trading Day shall be null, void, superseded and replaced in its entirety by such subsequent VWAP Purchase Notice.

The Company may timely deliver a VWAP Purchase Notice to the Investor as often as every Trading Day (and may deliver multiple VWAP Purchase

Notices in any given day, it being understood that a subsequent VWAP Purchase Notice will supersede and replace all earlier VWAP Purchase

Notices delivered within the same Trading Day in their entirety), so long as all Shares subject to all prior VWAP Purchases theretofore

required to have been received by the Investor as DWAC Shares under this Agreement have been delivered to the Investor as DWAC Shares

in accordance with this Agreement. The Investor is obligated to accept each VWAP Purchase Notice prepared and delivered by the Company

in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers

any VWAP Purchase Notice directing the Investor to purchase a number of Shares that is in excess of the applicable VWAP Purchase Share

Amount, such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the number of shares set forth in such

VWAP Purchase Notice exceeds such applicable VWAP Purchase Share Amount, and the Investor shall have no obligation to purchase such excess

Shares in respect of such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable

VWAP Purchase Share Amount in such VWAP Purchase. On the second (2nd) Trading Day following the applicable VWAP Purchase Date (the “VWAP

Purchase Share Delivery Date”), the Company shall issue to the Investor a number of DWAC Shares equal to the VWAP Purchase Share

Amount for such VWAP Purchase. In addition, it is acknowledged and agreed that the Company may not deliver any additional VWAP Purchase

Notice to the Investor until all Shares subject to a VWAP Purchase, and all Shares subject to all prior VWAP Purchase Notices, have been

received by the Investor as DWAC Shares in accordance with this Agreement. At or prior to 5:30 p.m., New York City time, on the VWAP

Purchase Date for each VWAP Purchase, the Investor shall provide to the Company a written confirmation for such VWAP Purchase (each,

a “VWAP Purchase Confirmation”) setting forth the applicable VWAP Purchase Price per Share to be

paid by the Investor in such VWAP Purchase, and the total aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP

Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing, the Company shall not deliver any

VWAP Purchase Notices to the Investor during the Post-Effective Amendment Period.

Section

3.2 Payment and Settlement. For each VWAP Purchase, the gross purchase price for the Shares shall be an amount in cash equal

to the product of (a) the applicable VWAP Purchase Share Amount and (b) the applicable VWAP Purchase Price for such Shares (the “VWAP

Purchase Amount”). The Investor shall be entitled to retain from the VWAP Purchase Amount, as a transaction fee in respect of such

VWAP Purchase, an amount equal to three percent (3.0%) of the VWAP Purchase Amount (the “Draw Fee”), and shall pay to the

Company the remaining ninety-seven percent (97%) of the VWAP Purchase Amount (the “Net Settlement Amount”) as full payment

for such Shares purchased by the Investor in such VWAP Purchase, via wire transfer of immediately available funds, not later than 5:00

p.m., New York City time, on the Trading Day immediately following the applicable VWAP Purchase Share Delivery Date for such VWAP Purchase,

provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase

on such VWAP Purchase Share Delivery Date in accordance with the first sentence of this Section 3.2. If the Investor fails to pay the

Net Settlement Amount when due, the Investor will return the DWAC Shares to the Company. If the Company or the Transfer Agent shall fail

for any reason to deliver to the Investor, as DWAC Shares, any Shares purchased by the Investor in a VWAP Purchase prior to 4:30 p.m.,

New York City time, on the Trading Day immediately following the applicable VWAP Purchase Share Delivery Date for such VWAP Purchase,

and if after such Trading Day the Investor purchases (in an open market transaction or otherwise) Common Shares to deliver in satisfaction

of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company on such VWAP Purchase Share Delivery

Date in respect of such VWAP Purchase, then the Company shall, within one (1) Trading Day after the Investor’s request, either

(i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any)

for the Common Shares so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such

Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and

pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the Net Settlement Amount; provided, that

Investor agrees to use its commercially reasonable efforts to purchase Common Shares in respect of the Cover Price only in normal brokerage

transactions at the prevailing price per Common Share then available. The Company shall not issue any fraction of a share of Common Shares

to the Investor in connection with any VWAP Purchase effected pursuant to this Agreement. If the issuance would result in the issuance

of a Common Share, the Company shall round such fraction of a share of Common Shares up to the nearest whole share. All payments to be

made by the Investor pursuant to this Agreement shall be made by wire transfer of immediately available funds in United States dollars

to such account as the Company may from time to time designate by written notice to the Investor in accordance with the provisions of

this Agreement. The Investor acknowledges and agrees that it is purchasing the Shares solely as principal for its own account and not

as a broker, dealer, agent or fiduciary for any other Person. The parties acknowledge and agree that the Draw Fee represents an adjustment

to the net economic terms on which the Investor acquires the Shares as principal (economically equivalent to an additional discount to

the purchase price), is retained by the Investor in its capacity as principal, and does not constitute, and shall not be deemed to constitute,

a commission, brokerage fee, underwriting fee or other transaction-based compensation for effecting or inducing any securities transaction

for the account of any other Person. Nothing in this Agreement, including the retention of the Draw Fee, requires the Investor to register

as a broker or dealer under Section 15(a) of the Exchange Act, and the Investor shall remain a “trader” as described in Section

5.38.

Section

3.3 Compliance with Rules of Principal Market.

(a)

Exchange Cap. The Company shall not issue or sell any Common Shares pursuant to this Agreement, and the Investor shall

not purchase or acquire any Common Shares pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number

of Common Shares that would be issued pursuant to this Agreement and the transactions contemplated hereby would exceed such number of

Common Shares representing 19.99% of the voting power of the Common Shares1, issued and outstanding immediately prior to the

execution of this Agreement, which number of shares shall be reduced, on a share-for-share basis, by the number of Common Shares issued

or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement

under applicable rules of the Principal Market (such maximum number of shares, the “Exchange Cap”), unless

the Company’s shareholders have approved (i) the issuance of Common Shares pursuant to this Agreement in excess of the Exchange

Cap in accordance with the applicable rules of the Principal Market, and (ii) if applicable, any amendment to the Company’s certificate

of incorporation, as amended, to increase the number of authorized Common Shares (the “Charter Amendment”),

which would result in the Company having a sufficient number of authorized and unreserved Common Shares to satisfy its obligation to

reserve for issuance under Section 5.5 below (collectively, the “Shareholder Approval”), and such Shareholder

Approval has taken effect.

(b)

Shareholder Approval and Information Statement. The Company shall use its reasonable best efforts to seek Shareholder Approval

as soon as practicable after the Closing Date, but no later than forty-five (45) days after the Closing Date, and if Shareholder Approval

is not obtained during such period, to continue using reasonable best efforts seeking Shareholder Approval every forty-five (45) days

thereafter until Shareholder Approval is obtained. Once Shareholder Approval is obtained, Company will file a Preliminary Information

Statement on Schedule 14C within thirty (30) days of receiving Shareholder Approval and file a Definitive Information Statement on Schedule

14C ten (10) days following the filing of the Preliminary Information Statement on Schedule 14C.

(c)

General. The Company shall not issue or sell any Common Shares pursuant to this Agreement if such issuance or sale would

reasonably be expected to result in (A) a violation of the Securities Act or (B) a breach of the rules of the Principal Market.

Section

3.4 Beneficial Ownership Limitation. Notwithstanding anything to the contrary contained in this Agreement, the Investor shall

not be obligated to purchase or acquire, and shall not purchase or acquire, any Common Shares under this Agreement which, when aggregated

with all other Common Shares then beneficially owned by the Investor and its affiliates (as calculated pursuant to Section 13(d) of the

Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by the Investor and its affiliates (on

an aggregated basis) of more than 9.99% of the outstanding voting power or number of Common Shares (the “Beneficial Ownership

Limitation”). Upon the written request of the Investor, the Company shall promptly (but not later than the next business

day on which the Transfer Agent is open for business) confirm orally or in writing to the Investor the number of Common Shares then outstanding.

The Investor and the Company shall each cooperate in good faith in the determinations required under this Section 3.4 and the application

of this Section 3.4. The Investor’s written certification to the Company of the applicability of the Beneficial Ownership Limitation,

and the resulting effect thereof hereunder at any time, shall be conclusive with respect to the applicability thereof and such result

absent manifest error.

ARTICLE

REPRESENTATIONS,

WARRANTIES AND COVENANTS OF THE INVESTOR

The

Investor hereby makes the following representations, warranties and covenants to the Company:

Section

4.1 Organization and Standing of the Investor. The Investor is a company limited by shares duly incorporated and in good standing

under the laws of Hong Kong.

Section

4.2 Authorization and Power. The Investor has the requisite corporate power and authority to enter into and perform its obligations

under this Agreement and to purchase or acquire the Shares in accordance with the terms hereof. The execution, delivery and performance

by the Investor of this Agreement and the consummation by it of the transactions contemplated hereby have been duly authorized by all

necessary action, and no further consent or authorization of the Investor or its members is required. This Agreement has been duly executed

and delivered by the Investor and constitutes a valid and binding obligation of the Investor enforceable against it in accordance with

its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation,

conservatorship, receivership, or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and remedies

or by other equitable principles of general application (including any limitation of equitable remedies).

Section

4.3 No Conflicts. The execution, delivery and performance by the Investor of this Agreement and the consummation by the Investor

of the transactions contemplated hereby do not and shall not (i) result in a violation of such Investor’s applicable organizational

instruments, (ii) conflict with, constitute a default (or an event which, with notice or lapse of time or both, would become a default)

under, or give rise to any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed

of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Investor is a party or is bound, or

(iii) result in a violation of any federal, state, local or foreign statute, rule, or regulation, or any order, judgment or decree of

any court or governmental agency applicable to the Investor or by which any of its properties or assets are bound or affected, except,

in the case of clauses (ii) and (iii), for such conflicts, defaults, terminations, amendments, acceleration, cancellations and violations

as would not, individually or in the aggregate, prohibit or otherwise interfere with, in any material respect, the ability of the Investor

to enter into and perform its obligations under this Agreement. The Investor is not required under any applicable federal, state or local

law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental

agency in order for it to execute, deliver or perform any of its obligations under this Agreement or to purchase or acquire the Shares

in accordance with the terms hereof; provided, however, that for purposes of the representation made in this sentence,

the Investor is assuming and relying upon the accuracy of the relevant representations and warranties and the compliance with the relevant

covenants and agreements of the Company in the Transaction Documents to which it is a party.

Section

4.4 Investment Purpose. The Investor is acquiring the Shares for its own account, for investment purposes and not with a view

towards, or for resale in connection with, the public sale or distribution thereof, in violation of the Securities Act or any applicable

state securities laws; provided, however, that by making the representations herein, the Investor does not agree, or make

any representation or warranty, to hold any of the Shares for any minimum or other specific term and reserves the right to dispose of

the Shares at any time in accordance with, or pursuant to, a registration statement filed pursuant to this Agreement or an applicable

exemption under the Securities Act. The Investor does not presently have any agreement or understanding, directly or indirectly, with

any Person to sell or distribute any of the Shares. The Investor is acquiring the Shares hereunder in the ordinary course of its business.

Section

4.5 Accredited Investor Status. The Investor is an “accredited investor” as that term is defined

in Rule 501(a) of Regulation D.

Section

4.6 Reliance on Exemptions. The Investor understands that the Shares are being offered and sold to it in reliance on specific

exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon

the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and

understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the

Investor to acquire the Shares.

Section

4.7 Information. All materials relating to the business, financial condition, management and operations of the Company

and its Subsidiaries and Affiliates, and materials relating to the offer and sale of the Shares which have been requested by the Investor

have been furnished or otherwise made available (including through filing with or furnishing to the Commission) to the Investor or its

advisors, including, without limitation, the Commission Documents and other documents filed with or furnished to the Commission by Affiliates

of the Company. The Investor understands that its investment in the Shares involves a high degree of risk. The Investor is able to bear

the economic risk of an investment in the Shares and has such knowledge and experience in financial and business matters that it is capable

of evaluating the merits and risks of a proposed investment in the Shares. The Investor and its advisors have been afforded the opportunity

to ask questions of and receive answers from representatives of the Company concerning the financial condition and business of the Company

and its Affiliates, and other matters relating to an investment in the Shares. Neither such inquiries nor any other due diligence investigations

conducted by the Investor or its advisors, if any, or its representatives shall modify, amend or affect the Investor’s right to

rely on the Company’s representations and warranties contained in this Agreement or in any other Transaction Document to which

the Company is a party or the Investor’s right to rely on any other document or instrument executed and/or delivered in connection

with this Agreement or the consummation of the transaction contemplated hereby. The Investor has sought such accounting, legal and tax

advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Shares. The Investor

understands that it (and not the Company) shall be responsible for its own tax liabilities that may arise as a result of this investment

or the transactions contemplated by this Agreement.

Section

4.8 No Governmental Review. The Investor understands that no United States federal or state agency or any other government

or governmental agency has passed on or made any recommendation or endorsement of the Shares or the fairness or suitability of the investment

in the Shares nor have such authorities passed upon or endorsed the merits of the offering of the Shares.

Section

4.9 No General Solicitation. The Investor is not purchasing or acquiring the Shares as a result of any form of general solicitation

or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Shares.

Section

4.10 Not an Affiliate. The Investor is not an officer, director or an Affiliate of the Company. During the Investment Period,

the Investor will not acquire for its own account any Common Shares or securities exercisable for or convertible into Common Shares,

other than pursuant to this Agreement; provided, however, that nothing in this Agreement shall prohibit or be deemed to

prohibit the Investor from purchasing, in an open market transaction or otherwise, Common Shares necessary to make delivery by the Investor

in satisfaction of a sale by the Investor of Shares that the Investor anticipated receiving from the Company in connection with the settlement

of a VWAP Purchase if the Company or its transfer agent shall have failed for any reason (other than a failure of Investor or its Broker-Dealer

(as defined below) to set up a DWAC and required instructions) to electronically transfer all of the Shares subject to such VWAP Purchase

to the Investor on the applicable VWAP Purchase Share Delivery Date by crediting the Investor’s or its designated Broker-Dealer’s

account at DTC through its DWAC delivery system in compliance with Section 3.2 of this Agreement. For the avoidance of doubt, the foregoing

restriction does not apply to any affiliate of the Investor, provided that any such purchases do not cause the Investor to violate any

applicable Exchange Act requirement, including Regulation M.

Section

4.11 No Prior Short Sales. At no time prior to the date of this Agreement has the Investor, its members, any of their respective

officers, or any entity managed or controlled by the Investor or its members, engaged in or effected, in any manner whatsoever, directly

or indirectly, for its own principal account, any (i) “short sale” (as such term is defined in Rule 200 of

Regulation SHO of the Exchange Act) of the Common Shares or (ii) hedging transaction, which establishes a net short position with respect

to the Common Shares that remains in effect as of the date of this Agreement.

Section

4.12 Statutory Underwriter Status. The Investor acknowledges that it will be disclosed as an “underwriter”

and a “selling shareholder” in each Registration Statement and in any Prospectus contained therein to the extent

required by applicable law and to the extent the Prospectus is related to the resale of Registrable Securities.

Section

4.13 Resales of Shares. The Investor represents, warrants and covenants that it will resell such Shares only pursuant to the

Registration Statement in which the resale of such Shares is registered under the Securities Act, in a manner described under the caption

“Plan of Distribution” in such Registration Statement, and in a manner in compliance with all applicable U.S. federal and

state securities laws, rules and regulations.

ARTICLE

REPRESENTATIONS,

WARRANTIES AND COVENANTS OF THE COMPANY

The

Company hereby makes the following representations, warranties and covenants to the Investor:

Section

5.1 Organization, Good Standing and Power. The Company and each of its Subsidiaries are duly organized, validly existing and

in good standing (to the extent such concept is available) under the laws of their respective jurisdictions of organization. The Company

and each of its Subsidiaries are duly licensed or qualified as a foreign corporation for transaction of business and in good standing

under the laws of each other jurisdiction in which their respective ownership or lease of property or the conduct of their respective

businesses requires such license or qualification, and have all corporate power and authority necessary to own or hold their respective

properties and to conduct their respective businesses as described in the Commission Documents, except where the failure to be so qualified

or in good standing or have such power or authority would not, individually or in the aggregate, have a material adverse effect or would

reasonably be expected to have a material adverse effect on or affecting the assets, business, operations, earnings, properties, condition

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

a whole, or prevent or materially interfere with consummation of the transactions contemplated hereby (a “Material Adverse

Effect”).

Section

5.2 Subsidiaries. The subsidiaries described in the Company’s most recent Annual Report on Form 10-K (collectively,

the “Subsidiaries”), are the Company’s only significant subsidiaries (as such term is defined in Rule

1-02 of Regulation S-X promulgated by the Commission). Except as set forth in the Commission Documents, the Company owns, directly or

indirectly, all of its equity interests in the Subsidiaries free and clear of any lien, charge, security interest, encumbrance or other

restriction, and all its equity interests in the Subsidiaries are validly issued and are fully paid, nonassessable.

Section

5.3 Authorization, Enforcement. The Company has the requisite corporate power and authority to enter into and perform its

obligations under each of the Transaction Documents to which it is a party and to issue the Shares in accordance with the terms hereof

and thereof. Except for approvals of the Company’s Board of Directors or a committee thereof and the Shareholder Approval as may

be required in connection with any issuance and sale of Shares to the Investor hereunder (which approvals shall be obtained prior to

the delivery of any VWAP Purchase Notice), the execution, delivery and performance by the Company of each of the Transaction Documents

to which it is a party and the consummation by it of the transactions contemplated hereby and thereby have been duly and validly authorized

by all necessary corporate action, and no further consent or authorization of the Company, its Board of Directors or its shareholders

is required. Each of the Transaction Documents to which the Company is a party has been duly executed and delivered by the Company and

constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such

enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership

or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and remedies or by other equitable principles

of general application (including any limitation of equitable remedies).

Section

5.4 Capitalization. The Company has a capitalization as set forth in the Commission Documents (as applicable) as of

the dates thereof. Except as set forth in the Commission Documents, this Agreement, there are no (i) agreements or arrangements under

which the Company is obligated to register the sale of any securities under the Securities Act or (ii) Common Shares that are entitled

to preemptive rights. Except for customary transfer restrictions contained in agreements entered into by the Company to sell restricted

securities or as set forth in the Commission Documents, the Company is not a party to, and it has no knowledge of, any agreement restricting

the voting or transfer of any shares of the capital stock of the Company. Except as set forth in the Commission Documents, there are

no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any of the other

Transaction Documents or the consummation of the transactions described herein or therein. The Company has filed with the Commission

true and correct copies of the Company’s certificate of incorporation, as amended, as in effect on the Closing Date, and the Company’s

by-laws as in effect on the Closing Date.

Section

5.5 Issuance of Shares. The Shares, if and when issued and sold against payment therefor in accordance with this Agreement,

shall be validly issued and outstanding, fully paid and non-assessable and free from all liens, charges, taxes, security interests, encumbrances,

rights of first refusal, preemptive or similar rights and other encumbrances with respect to the issue thereof, and the Investor shall

be entitled to all rights accorded to a holder of Common Shares. At or prior to Commencement, the Company shall have duly authorized

and reserved 55,000,000 (fifty-five million) Common Shares (such share amount, the “Share Cap”) for issuance

and sale as Shares to the Investor pursuant to VWAP Purchases that may be effected by the Company, in its sole discretion, from time

to time from and after the Commencement Date, pursuant to this Agreement.

Section

5.6 No Conflicts. The execution, delivery and performance by the Company of each of the Transaction Documents to which it

is a party and the consummation by the Company of the transactions contemplated hereby and thereby do not and shall not (i) result in

a violation of any provision of the Company’s certificate of incorporation, as amended, or by-laws, (ii) conflict with or constitute

a material default (or an event which, with notice or lapse of time or both, would become a material default) under, or give rise to

any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note,

bond, license, instrument or obligation to which the Company or any of its Subsidiaries is a party or is bound, (iii) result in a violation

of any federal, state, local or other foreign statute, rule, regulation, order, judgment or decree applicable to the Company or any of

its Subsidiaries (including federal and state securities laws and regulations and the rules and regulations of the Principal Market or

applicable Principal Market), except, in the case of clauses (ii) and (iii), for such conflicts, defaults, terminations, amendments,

acceleration, cancellations, liens, charges, encumbrances and violations as would not, individually or in the aggregate, reasonably be

expected to result in a Material Adverse Effect or that have been waived. Except as specifically contemplated by this Agreement and as

required under the Securities Act, any applicable state securities laws and applicable rules of the Principal Market, the Company is

not required under any federal, state or local rule or regulation to obtain any consent, authorization or order of, or make any filing

or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under the

Transaction Documents to which it is a party, or to issue the Shares to the Investor in accordance with the terms hereof and thereof

(other than such consents, authorizations, orders, filings or registrations as have been obtained or made prior to the Closing Date);

provided, however, that, for purposes of the representation made in this sentence, the Company is assuming and relying

upon the accuracy of the representations and warranties of the Investor in this Agreement and the compliance by it with its covenants

and agreements contained in this Agreement.

Section

5.7 Commission Documents, Financial Statements; Disclosure Controls and Procedures; Internal Controls Over Financial Reporting; Accountants.

(a)

Since January 1, 2024, the Company has filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange

Act) all filings required to be filed with or furnished to the Commission by the Company under the Securities Act or the Exchange Act,

including those required to be filed with or furnished to the Commission under Section 13(a) or Section 15(d) of the Exchange Act, except

as follows: the Company (then operating under the name Qualigen Therapeutics, Inc.) filed a Form 12b-25 Notification of Late Filing on

April 1, 2025 with respect to its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Form

10-K”), which was delayed to allow the Company sufficient time to complete its customary accounting and internal control

processes and procedures. In connection with such late filing, on April 24, 2025, the Company received a notice from Nasdaq notifying

the Company that it was not in compliance with Nasdaq Listing Rule 5250(c), which requires listed companies to timely file all required

periodic reports with the Commission. As previously disclosed, pursuant to a Nasdaq Hearings Panel decision dated December 2, 2024, the

Company is subject to a Discretionary Panel Monitor through December 2, 2025 pursuant to Nasdaq Listing Rule 5815(d)(4)(A) (the “Panel

Monitor”), which requires Nasdaq staff to issue a Delist Determination Letter in the event the Company fails to maintain

compliance during such monitoring period. The Company timely appealed the Nasdaq delisting determination and has subsequently filed the

2024 Form 10-K and regained compliance with Nasdaq Listing Rule 5250(c). Notwithstanding the foregoing, as of the date hereof, the Company

has not yet filed the Part III information required to be included in, or incorporated by reference into, the 2025 Form 10-K (or an amendment

thereto on Form 10-K/A), which information remains outstanding. As of its filing date, each Commission Document filed with or furnished

to the Commission prior to the Closing Date complied in all material respects with the requirements of the Securities Act or the Exchange

Act, as applicable. Each Registration Statement, on the date it is filed with the Commission, on the date it is declared effective by

the Commission and on each VWAP Purchase Date shall comply in all material respects with the requirements of the Securities Act (including,

without limitation, Rule 415 under the Securities Act) and shall 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, not misleading, except that this representation and warranty shall not apply to statements in or omissions from

such Registration Statement made in reliance upon and in conformity with information relating to the Investor furnished to the Company

in writing by or on behalf of the Investor expressly for use therein. The Prospectus and each Prospectus Supplement required to be filed

pursuant to this Agreement after the Closing Date, when taken together, on its date and on each VWAP Purchase Date shall comply in all

material respects with the requirements of the Securities Act (including, without limitation, Rule 424(b) under the Securities Act) and

shall 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, not misleading, except that this representation

and warranty shall not apply to statements in or omissions from the Prospectus or any Prospectus Supplement made in reliance upon and

in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly

for use therein. Nothing has come to the attention of the Company that has caused the Company to believe that the statistical, demographic

and market-related data included in the Registration Statement and Prospectus are not based on or derived from sources that are reliable

and accurate in all material respects. The Commission has not issued any stop order or other order suspending the effectiveness of any

registration statement filed by the Company under the Securities Act or the Exchange Act.

(b)

The consolidated financial statements of the Company included or incorporated by reference in the Commission Documents, together with

the related notes and schedules, present fairly, in all material respects, the consolidated financial position of the Company and its

then consolidated subsidiaries as of the dates indicated, and the consolidated results of operations, cash flows and changes in shareholders’

equity of the Company and its then consolidated subsidiaries for the periods specified and have been prepared in all material respects

in compliance with the published requirements of the Securities Act and the Exchange Act, as applicable, and in conformity with generally

accepted accounting principles in the United States (“GAAP”) applied on a consistent basis. The pro forma condensed

combined financial statements and the pro forma combined financial statements and any other pro forma financial statements or data included

or incorporated by reference in the Commission Documents comply with the requirements of Regulation S-X of the Securities Act, including,

without limitation, Article 11 thereof, and the assumptions used in the preparation of such pro forma financial statements and data are

reasonable, the pro forma adjustments used therein are appropriate to give effect to the circumstances referred to therein and the pro

forma adjustments have been properly applied to the historical amounts in the compilation of those statements and data. The other financial

and statistical data with respect to the Company and the Subsidiaries contained or incorporated by reference in the Commission Documents,

if any, are accurately and fairly presented and prepared on a basis consistent with the financial statements and books and records of

the Company. There are no financial statements (historical or pro forma) that are required to be included or incorporated by reference

in the Commission Documents that are not included or incorporated by reference as required. The Company and the Subsidiaries do not have

any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations or any “variable

interest entities” as that term is used in Accounting Standards Codification Paragraph 810-10-25-20), not described in

Commission Documents which are required to be described in the Commission Documents. All disclosures contained or incorporated by reference

in the Commission Documents, if any, regarding “non-GAAP financial measures” (as such term is defined by the

rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation

S-K under the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included in the

Commission Documents fairly presents the information called for in all material respects and has been prepared in accordance with the

Commission’s rules and guidelines applicable thereto.

(c)

Each of WithumSmith+Brown, PC and Baker Tilly US, LLP (collectively, the “Accountants”), whose reports on the

consolidated financial statements of the Company as of and for the year ended December 31, 2024 and 2023, respectively, included in the

Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, is and, during the periods covered by their respective

reports, was an independent public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight

Board (United States). To the Company’s knowledge, each of the Accountants is not in violation of the auditor independence requirements

of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) with respect to the Company.

(d)

There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities

as such, to comply in all material respects with any applicable provisions of the Sarbanes-Oxley Act and the rules and regulations promulgated

thereunder. Each of the principal executive officer and the principal financial officer of the Company (or each former principal executive

officer of the Company and each former principal financial officer of the Company as applicable) has made all certifications required

by Sections 302 and 906 of the Sarbanes-Oxley Act with respect to all reports, schedules, forms, statements and other documents required

to be filed by it or furnished by it to the Commission. For purposes of the preceding sentence, “principal executive officer”

and “principal financial officer” shall have the meanings given to such terms in the Sarbanes-Oxley Act. The

Company and the Subsidiaries maintain and keep accurate books and records reflecting their assets and maintain internal accounting controls

in a manner designed to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation

of financial statements by the Company for external purposes in accordance with generally accepted accounting principles and including

those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect

the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary

to permit the preparation of the Company’s consolidated financial statements in accordance with generally accepted accounting principles,

(iii) that receipts and expenditures of the Company are being made only in accordance with management’s and the Company’s

directors’ authorization, and (iv) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,

use or disposition of the Company’s assets that could have a material effect on its financial statements. The Company and the Subsidiaries

maintain such controls and other procedures, including, without limitation, those required by Sections 302 and 906 of the Sarbanes-Oxley

Act, and the applicable regulations thereunder that are designed to ensure that information required to be disclosed by the Company in

the reports that 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, including, without limitation, controls and procedures designed to ensure that information

required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated

to the Company’s management, including its principal executive officer and principal financial officer, or persons performing similar

functions, as appropriate to allow timely decisions regarding required disclosure and to ensure that material information relating to

the Company or the Subsidiaries is made known to them by others within those entities, particularly during the period in which such periodic

reports are being prepared.

Section

5.8 No Material Adverse Effect. Subsequent to the respective dates as of which information is given in the Commission Documents

(including any document deemed incorporated by reference therein), there has not been any Material Adverse Effect or the occurrence of

any development that the Company reasonably expects will result in a Material Adverse Effect.

Section

5.9 No Material Defaults. Neither the Company nor any of its Subsidiaries has defaulted on any installment on indebtedness

for borrowed money or on any rental on one or more long-term leases, which defaults, individually or in the aggregate, would have a Material

Adverse Effect. The Company has not filed a report pursuant to Section 13(a) or 15(d) of the Exchange Act indicating that it (i) has

failed to pay any dividend or sinking fund installment on preferred stock or (ii) has defaulted on any installment on indebtedness for

borrowed money or on any rental on one or more long-term leases, which defaults, individually or in the aggregate, would have a Material

Adverse Effect.

Section

5.10 No Preferential Rights. Except as set forth in the Commission Documents, (i) no Person, has the right, contractual or

otherwise, to cause the Company to issue or sell to such Person any Common Shares or shares of any other capital stock or other securities

of the Company, (ii) no Person has any preemptive rights, resale rights, rights of first refusal, rights of co-sale, or any other rights

(whether pursuant to a “poison pill” provision or otherwise) to purchase any Common Shares or shares of any other capital

stock or other securities of the Company, (iii) no Person has the right to act as an underwriter or as a financial advisor to the Company

in connection with the offer and sale of the Common Shares, and (iv) no Person has the right, contractual or otherwise, to require the

Company to register under the Securities Act any Common Shares or shares of any other capital stock or other securities of the Company,

or to include any such shares or other securities in the Registration Statement or the offering contemplated thereby, whether as a result

of the filing or effectiveness of the Registration Statement or the sale of the Shares as contemplated thereby or otherwise.

Section

5.11 Solvency. The Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant

to Title 11 of the United States Code or any similar federal or state bankruptcy law or law for the relief of debtors, nor does the Company

have any knowledge that its creditors intend to initiate involuntary bankruptcy, insolvency, reorganization or liquidation proceedings

or other proceedings for relief under Title 11 of the United States Code or any other United States federal or state bankruptcy law or

any law for the relief of debtors. The Company is financially solvent and is generally able to pay its debts as they become due.

Section

5.12 Real Property; Intellectual Property.

(a)

Except as set forth in the Commission Documents, the Company and its Subsidiaries have good and marketable title in fee simple to all

items of real property owned by them, good and valid title to all personal property described in the Commission Documents as being owned

by them, in each case free and clear of all liens, encumbrances and claims, except those matters that (i) do not materially interfere

with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not reasonably be

expected, individually or in the aggregate, to have a Material Adverse Effect. Any real or personal property described in the Commission

Documents as being leased by the Company and any of its Subsidiaries is held by them under valid, existing and enforceable leases, except

those that (A) do not materially interfere with the use made or proposed to be made of such property by the Company or any of its Subsidiaries

or (B) would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. Each of the properties

of the Company and its Subsidiaries complies with all applicable codes, laws and regulations (including, without limitation, building

and zoning codes, laws and regulations and laws relating to access to such properties), except if and to the extent disclosed in the

Commission Documents or except for such failures to comply that would not, individually or in the aggregate, reasonably be expected to

interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise

have a Material Adverse Effect. None of the Company or its Subsidiaries has received from any Governmental Authorities any notice of

any condemnation of, or zoning change affecting, the properties of the Company and its Subsidiaries, and the Company knows of no such

condemnation or zoning change which is threatened, except for such that would not reasonably be expected to interfere in any material

respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse

Effect, individually or in the aggregate.

(b)

Except as disclosed in the Commission Documents, the Company and its Subsidiaries own, possess, license or have other rights to use,

or can acquire the right to use on reasonable terms, all foreign and domestic patents, patent applications, trade and service marks,

trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names,

know-how and other intellectual property (collectively, the “Intellectual Property”), necessary for the conduct

of their respective businesses as now conducted except to the extent that the failure to own, possess, license or otherwise hold or acquire

adequate rights to use such Intellectual Property would not reasonably be expected, individually or in the aggregate, to have a Material

Adverse Effect. Except as disclosed in the Commission Documents and except as would not be reasonably expected individually or in the

aggregate, to have a Material Adverse Effect: (i) to the Company’s knowledge, there is no infringement by third parties of any

Intellectual Property owned by the Company or its Subsidiaries; (ii) there is no pending or, to the Company’s knowledge, threatened

action, suit, proceeding or claim by others challenging the Company’s and its Subsidiaries’ rights in or to any Intellectual

Property owned by the Company or its Subsidiaries, and the Company is unaware of any facts which could form a reasonable basis for any

such action, suit, proceeding or claim; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding

or claim by others challenging the validity or scope of any such Intellectual Property owned by the Company or its Subsidiaries; (iv)

there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company and

its Subsidiaries infringe or otherwise violate any Intellectual Property rights of others; and (v) the Company and its Subsidiaries have

taken reasonable efforts in accordance with standard industry practice to maintain the confidentiality of all trade secrets and other

confidential information of the Company and its Subsidiaries.

Section

5.13 Actions Pending. Except as set forth in the Commission Documents, there are no actions, suits or proceedings by or before

any Governmental Authority pending, nor, to the Company’s knowledge, any audits or investigations by or before any Governmental

Authority to which the Company or a Subsidiary is a party or to which any property of the Company or any of its Subsidiaries is the subject

that, as would be reasonably expected, individually or in the aggregate, would have a Material Adverse Effect and, to the Company’s

knowledge, no such actions, suits, proceedings, audits or investigations are threatened or contemplated by any Governmental Authority

or threatened by others; and except as would not be reasonably expected, individually or in the aggregate, to have a Material Adverse

Effect, there are no current or pending audits or investigations, actions, suits or proceedings by or before any Governmental Authority

that are required under the Securities Act to be described in the Commission Documents that are not so described.

Section

5.14 Compliance with Law. Except as set forth in the Commission Documents, each of the Company and its Subsidiaries: (A) is

and at all times has been in compliance with all statutes, rules, or regulations applicable to the ownership, testing, development, manufacture,

packaging, processing, use, distribution, marketing, labeling, promotion, sale, offer for sale, storage, import, export or disposal of

any product manufactured or distributed by the Company or its Subsidiaries (“Applicable Laws”); (B) has not

received any notice asserting noncompliance with any Applicable Laws or any licenses, certificates, approvals, clearances, authorizations,

permits and supplements or amendments thereto required by any such Applicable Laws (“Authorizations”); (C)

possesses all material Authorizations and such Authorizations are valid and in full force and effect and are not in material violation

of any term of any such Authorizations; (D) has not received notice of any claim, action, suit, proceeding, hearing, enforcement, investigation,

arbitration or other action from any Governmental Authority or third party alleging that any product operation or activity is in violation

of any Applicable Laws or Authorizations and has no knowledge that any such Governmental Authority or third party is considering any

such claim, litigation, arbitration, action, suit, investigation or proceeding; (E) has not received notice that any Governmental Authority

has taken, is taking or intends to take action to limit, suspend, modify or revoke any Authorizations and has no knowledge that any such

Governmental Authority is considering such action; (F) has filed, obtained, maintained or submitted all material reports, documents,

forms, notices, applications, records, claims, submissions and supplements or amendments as required by any Applicable Laws or Authorizations

and that all such reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments were complete

and correct on the date filed (or were corrected or supplemented by a subsequent submission); and (G) has not, either voluntarily or

involuntarily, initiated, conducted, or issued or caused to be initiated, conducted or issued, any recall, market withdrawal or replacement,

safety alert, post sale warning, “dear healthcare provider” letter, or other notice or action relating to the alleged lack

of safety or efficacy of any product or any alleged product defect or violation and, to the Company’s knowledge, no third party

has initiated, conducted or intends to initiate any such notice or action, except in the case of each of (A) through (G) above, as would

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

Section

5.15 Certain Fees. Neither the Company nor any of its Subsidiaries has incurred any liability for any finder’s fees,

brokerage commissions or similar payments in connection with the transactions herein contemplated, other than the Upfront Fee and the

Draw Fee payable to or retained by the Investor pursuant to this Agreement.

Section

5.16 Disclosure. The Company confirms that neither it nor any other Person acting on its behalf has provided the Investor

or any of its agents, advisors or counsel with any information that constitutes or would reasonably be expected to constitute material,

nonpublic information concerning the Company or any of its Subsidiaries, other than the existence of the transactions contemplated by

the Transaction Documents. The Company understands and confirms that the Investor will rely on the foregoing representations in effecting

resales of Shares under the Registration Statement.

Section

5.17 Broker/Dealer Relationships. Neither the Company nor any of the Subsidiaries (i) is required to register as a “broker”

or “dealer” in accordance with the provisions of the Exchange Act or (ii) directly or indirectly through one or more intermediaries,

controls or is a “person associated with a member” or “associated person of a member” (within the meaning set

forth in the FINRA Manual).

Section

5.18 Disclosure Controls. The Company maintains a system of “disclosure controls and procedures” (as defined in

Rule 13a-15(e) of the Exchange Act) that complies with the requirements of the Exchange Act and that has been designed to ensure that

information required to be disclosed by the Company in reports that 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, including controls and procedures

designed to ensure that such information is accumulated and communicated to the Company’s management as appropriate to allow timely

decisions regarding required disclosure. The Company has carried out evaluations of the effectiveness of its disclosure controls and

procedures as required by Rule 13a-15 of the Exchange Act.

Section

5.19 Permits. Except as disclosed in the Commission Documents, the Company and its Subsidiaries have made all filings, applications

and submissions required by, possesses and is operating in compliance with, all approvals, licenses, certificates, certifications, clearances,

consents, grants, exemptions, marks, notifications, orders, permits and other authorizations issued by, the appropriate federal, state

or foreign Governmental Authority (including, without limitation, the United States Food and Drug Administration (the “FDA”),

the United States Drug Enforcement Administration, the European Medical Agency (“EMA”), or any other foreign,

federal, state, provincial, court or local government or regulatory authorities including self-regulatory organizations engaged in the

regulation of clinical trials, pharmaceuticals, biologics or biohazardous substances or materials) necessary for the ownership or lease

of their respective properties or to conduct its businesses as described in the Commission Documents (collectively, “Permits”),

except for such Permits the failure of which to possess, obtain or make the same would not reasonably be expected, individually or in

the aggregate, to have a Material Adverse Effect; the Company and its Subsidiaries are in compliance with the terms and conditions of

all such Permits, except where the failure to be in compliance would not have a Material Adverse Effect; all of the Permits are valid

and in full force and effect, except where any invalidity, individually or in the aggregate, would not be reasonably expected to have

a Material Adverse Effect; and neither the Company nor any of its Subsidiaries has received any written notice relating to the limitation,

revocation, cancellation, suspension, modification or non-renewal of any such Permit which, individually or in the aggregate, if the

subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect, or has any reason to believe that any such

license, certificate, permit or authorization will not be renewed in the ordinary course.

Section

5.20 Environmental Compliance. Except as set forth in the Commission Documents, the Company and its Subsidiaries (i) are in

compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, decisions and orders relating to the

protection of human health and safety to the extent relating to hazardous or toxic substances or wastes, pollutants or contaminants (“Hazardous

Materials”), the environment or the presence, release, generation, use, management, handling, transportation, treatment,

storage, or disposal of Hazardous Materials (collectively, “Environmental Laws”); (ii) have received and are

in compliance with all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective

businesses; and (iii) have not received notice of any actual or potential liability for the investigation or remediation of any disposal

or release of Hazardous Materials, except, in the case of any of clauses (i), (ii) or (iii) above, for any such failure to comply, failure

to receive required permits, licenses, other approvals or liability as would not, individually or in the aggregate, reasonably be expected

to have a Material Adverse Effect.

Section

5.21 No Improper Practices. (i) Neither the Company nor the Subsidiaries, nor any director, officer, or employee of the Company

or any Subsidiary nor, to the Company’s knowledge, any agent, affiliate or other person acting on behalf of the Company or any

Subsidiary has, in the past five years, made any unlawful contributions to any candidate for any political office (or failed fully to

disclose any contribution in violation of applicable law) or made any contribution or other payment to any official of, or candidate

for, any federal, state, municipal, or foreign office or other person charged with similar public or quasi-public duty in violation of

any applicable law or of the character required to be disclosed in the Commission Documents; (ii) except as described in the Commission

Documents, there are no material outstanding loans or advances or material guarantees of indebtedness by the Company or any Subsidiary

to or for the benefit of any of their respective officers or directors or any of the members of the families of any of them; and (iii)

neither the Company nor any Subsidiary nor any director, officer or employee of the Company or any Subsidiary nor, to the Company’s

knowledge, any agent, affiliate or other person acting on behalf of the Company or any Subsidiary has (A) violated or is in violation

of any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any other applicable anti-bribery or anti-corruption

law (collectively, “Anti-Corruption Laws”), (B) promised, offered, provided, attempted to provide or authorized

the provision of anything of value, directly or indirectly, to any person for the purpose of obtaining or retaining business, influencing

any act or decision of the recipient, or securing any improper advantage; or (C) made any payment of funds of the Company or any Subsidiary

or received or retained any funds in violation of any Anti-Corruption Laws.

Section

5.22 Operations. The operations of the Company and its Subsidiaries are and have been conducted for the past five (5) years

in compliance with applicable financial record keeping and reporting requirements of the Currency and Foreign Transactions Reporting

Act of 1970, as amended, the money laundering statutes of all jurisdictions to which the Company or its Subsidiaries are subject, the

rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any

Governmental Authority (collectively, the “Money Laundering Laws”); and no action, suit or proceeding by or

before any Governmental Authority involving the Company or any of its Subsidiaries with respect to the Money Laundering Laws is pending

or, to the knowledge of the Company, threatened.

Section

5.23 Transactions with Affiliates. No relationship, direct or indirect, exists between or among the Company or any of its

Subsidiaries on the one hand, and the directors, officers, trustees, managers, stockholders, partners, customers or suppliers of the

Company or any of the Subsidiaries on the other hand, which would be required by the Securities Act or the Exchange Act to be disclosed

in the Commission Documents, which is not so disclosed.

Section

5.24 Labor Disputes. The Company is not bound by or subject to any collective bargaining or similar agreement with any labor

union, and, to the knowledge of the Company, none of the employees, representatives or agents of the Company is represented by any labor

union. The Company and its Subsidiaries have complied with all employment laws applicable to employees of the Company and its Subsidiaries,

except where non-compliance with any such employment laws would not have a Material Adverse Effect. No labor disturbance by or dispute

with employees of the Company or any of its Subsidiaries exists or, to the knowledge of the Company, is threatened which would result

in a Material Adverse Effect.

Section

5.25 Use of Proceeds. The proceeds from the sale of the Shares by the Company to Investor shall be used by the Company in

the manner as will be set forth in the Prospectus included in any Registration Statement (and any post-effective amendment thereto) and

any Prospectus Supplement thereto filed pursuant to this Agreement.

Section

5.26 Investment Company Act Status. The Company is not, and as a result of the consummation of the transactions contemplated

by the Transaction Documents and the application of the proceeds from the sale of the Shares as will be set forth in the Prospectus included

in any Registration Statement (and any post-effective amendment thereto) and any Prospectus Supplement thereto filed pursuant to this

Agreement the Company will not be an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

Section

5.27 Taxes. The Company and each of its Subsidiaries have filed all federal, state, local and foreign tax returns which have

been required to be filed and paid all taxes shown thereon through the date hereof, to the extent that such taxes have become due and

are not being contested in good faith, except where the failure to so file or pay would not reasonably be expected, individually or in

the aggregate, to have a Material Adverse Effect. Except as otherwise disclosed in or contemplated by the Commission Documents, no tax

deficiency has been determined adversely to the Company or any of its Subsidiaries which has had, or would have, individually or in the

aggregate, a Material Adverse Effect. The Company has no knowledge of any federal, state or other governmental tax deficiency, penalty

or assessment which has been or might be asserted or threatened against it which would have a Material Adverse Effect.

Section

5.28 Employee Benefits. To the knowledge of the Company, each material employee benefit plan that is maintained, administered

or contributed to by the Company or any of its Subsidiaries for employees or former employees of the Company and any of its Subsidiaries

has been maintained in material compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations,

no prohibited transaction has occurred which would result in a Material Adverse Effect with respect to any such plan excluding transactions

effected pursuant to a statutory or administrative exemption; and for each such, except as would not reasonably be expected to have a

Material Adverse Effect, the minimum funding standards applicable thereto have been satisfied and the fair market value of the assets

of each such plan (excluding for these purposes accrued but unpaid contributions) exceeds the present value of all benefits accrued under

such plan determined using reasonable actuarial assumptions.

Section

5.29 Stock Transfer Taxes. All stock transfer taxes which are required to be paid in connection with the sale and transfer

of the Shares to be sold hereunder will be, or will have been, fully paid or provided for by the Company and all laws imposing such taxes

will be or will have been fully complied with provided the sale and transfer is effected within the facilities of DTC.

Section

5.30 Insurance. The Company and each of its Subsidiaries carry, or are covered by, insurance in such amounts and covering

such risks as the Company and each of its Subsidiaries reasonably believe are adequate for the conduct of their properties and as is

customary for companies engaged in similar businesses in similar industries.

Section

5.31 Exemption from Registration. Subject to, and in reliance on, the representations, warranties and covenants made herein

by the Investor, the offer and sale of the Shares in accordance with the terms and conditions of this Agreement is exempt from the registration

requirements of the Securities Act pursuant to Section 4(a)(2) and/or Rule 506(b) of Regulation D.

Section

5.32 No General Solicitation or Advertising. Neither the Company, nor any of its Subsidiaries or Affiliates, nor any Person

acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation

D) in connection with the offer or sale of the Shares.

Section

5.33 No Integrated Offering. None of the Company, its Subsidiaries or any of their Affiliates, nor any Person acting on 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 require registration of the issuance of any of the Shares under the Securities Act, whether through integration with prior

offerings or otherwise, or cause this offering of the Shares to require approval of shareholders of the Company under any applicable

shareholder approval provisions, including, without limitation, under the rules and regulations of the Principal Market. None of the

Company, its Subsidiaries, their Affiliates nor any Person acting on their behalf will take any action or steps referred to in the preceding

sentence that would require registration of the issuance of any of the Shares under the Securities Act or cause the offering of any of

the Shares to be integrated with other offerings.

Section

5.34 Manipulation of Price. Neither the Company nor any of its officers, directors or, to the knowledge of the Company, its

Affiliates has, and, to the knowledge of the Company, no Person acting on their behalf has, (i) taken, directly or indirectly, any action

designed or intended to cause or to result in the stabilization or manipulation of the price of any security of the Company, or which

caused or resulted in, or which would in the future reasonably be expected to cause or result in, the stabilization or manipulation of

the price of any security of the Company, in each case to facilitate the sale or resale of any of the Shares, (ii) sold, bid for, purchased,

or paid any compensation for soliciting purchases of, any of the Shares, or (iii) paid or agreed to pay to any Person any compensation

for soliciting another to purchase any other securities of the Company. Neither the Company nor any of its officers, directors or, to

the knowledge of the Company, its Affiliates will during the term of this Agreement, and, to the knowledge of the Company, no Person

acting on their behalf will during the term of this Agreement, take any of the actions referred to in the immediately preceding sentence.

Section

5.35 Listing and Maintenance Requirements; DTC Eligibility. The Common Shares are registered pursuant to Section 12(b) of

the Exchange Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating

the registration of the Common Shares under the Exchange Act, nor has the Company received any notification that the Commission is contemplating

terminating such registration. Except as previously disclosed in the Commission Documents, the Company has not received notice from the

Principal Market to the effect that the Company is not in compliance with the listing or maintenance requirements of the Principal Market.

The Shares are, or will be after the Commencement Date, eligible for participation in the DTC book entry system and deposit at DTC such

that they may be transferred electronically to third parties via DTC through its Deposit/Withdrawal at Custodian (“DWAC”)

delivery system. The Company has not received notice from DTC to the effect that a suspension of, or restriction on, accepting additional

deposits of the Shares, electronic trading or book-entry services by DTC with respect to the Shares is being imposed or is contemplated.

Section

5.36 OFAC. Neither the Company nor any of its Subsidiaries (collectively, the “Entity”), nor any

director, officer of the Company nor, to the knowledge of the Company, any employee, agent, affiliate or representative of the Company

or any director or officer of any Subsidiary, is a Person that is, or is owned or controlled by a Person that is (i) the subject of any

sanctions administered or enforced by the (“OFAC”), the United Nations Security Council, the European Union,

Her Majesty’s Treasury, or other relevant sanctions authorities, including, without limitation, designation on OFAC’s Specially

Designated Nationals and Blocked Persons List or OFAC’s Foreign Sanctions Evaders List or other relevant sanctions authority (collectively,

“Sanctions”), nor (ii) located, organized or resident in a country or territory that is the subject of Sanctions

that broadly prohibit dealings with that country or territory (including, without limitation, the Crimea region of the Ukraine, Cuba,

Iran, North Korea, Sudan and Syria (the “Sanctioned Countries”)). The Entity will not, directly or indirectly,

use the proceeds from the sale of Shares, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture

partner or other Person (a) to fund or facilitate any activities or business of or with any Person or in any country or territory that,

at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country, or (b) in any other manner that

will result in a violation of Sanctions by any Person (including any Person participating in the transactions contemplated by this agreement,

whether as underwriter, advisor, investor or otherwise). For the past five years, the Entity has not engaged in, and is now not engaged

in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or

was the subject of Sanctions or was a Sanctioned Country.

Section

5.37 Information Technology; Compliance with Data Privacy Laws.

(a)

Except as described in the Commission Documents, and except as would not reasonably be expected, individually or in the aggregate, to

have a Material Adverse Effect: (i) the Company and its Subsidiaries’ information technology assets and equipment, computers, systems,

networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate

for, and operate and perform as required in connection with the operation of the business of the Company as currently conducted, and,

to the Company’s knowledge, are free and clear of all bugs, errors, Trojan horses, time bomb, and malware (ii) the Company and

its Subsidiaries have implemented and maintained commercially reasonable physical, technical and administrative controls, policies, procedures,

and safeguards designed to maintain and protect their confidential information and the integrity, continuous operation, redundancy and

security of their IT Systems and data, including all “Personal Data” (defined below) and all sensitive, confidential

or regulated data (“Confidential Data”) used in connection with their businesses. “Personal Data”

means (A) a natural person’s name, street address, telephone number, e-mail address, photograph, social security number or tax

identification number, driver’s license number, passport number, credit card number, bank information, or customer or account number;

(B) any information which would qualify as “personally identifying information” under the Federal Trade Commission Act, as

amended; (C) “personal data” as defined by the European Union General Data Protection Regulation (“GDPR”)

(EU 2016/679); (D) any information which would qualify as “protected health information” under the Health Insurance Portability

and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act (collectively, “HIPAA”);

(E) any “personal information” as defined by the California Consumer Privacy Act (“CCPA”);

and (F) 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 data related to an identified person’s health or sexual orientation. Except as described in the Commission Documents,

and except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (x) to the knowledge

of the Company, there have been no breaches, violations, outages or unauthorized uses of or accesses to their IT Systems or Personal

Data maintained or processed by the Company, except for those that have been remedied without material cost or liability or the duty

to notify any other person, nor any incidents under internal review or investigations relating to the same and (y) the Company and its

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, external policies and contractual obligations relating to the privacy and

security of their IT Systems, Confidential Data, and Personal Data (collectively, “Privacy Laws”) and to the

protection of such IT Systems, Confidential Data, and Personal Data from unauthorized use, access, misappropriation or modification.

(b)

Except as described in the Commission Documents, and except as would not reasonably be expected, individually or in the aggregate, to

have a Material Adverse Effect: (i) to the extent required by applicable Privacy Laws, the Company has in place commercially reasonable

policies and procedures relating to data privacy and security and the collection, storage, use, processing, disclosure, handling, and

analysis of Personal Data and Confidential Data (the “Policies”); (ii) the Company has made disclosures to

users or customers to the extent required by applicable Privacy Laws, and none of such disclosures made or contained in any Policy have

been inaccurate or in violation of any applicable Privacy Laws; (iii) neither the Company nor any Subsidiary has received written notice

of any actual or potential liability under or relating to, or actual or potential violation of, any applicable Privacy Laws, and there

is no action, suit or proceeding by or before any court or governmental agency, authority or body pending or, to the Company’s

knowledge, threatened alleging non-compliance with any applicable Privacy Laws.

Section

5.38 Acknowledgement Regarding Investor’s Acquisition of Shares. The Company acknowledges that while the Investor will

be deemed to be a statutory “underwriter” with respect to the Transaction in accordance with interpretive positions of the

Commission, the Investor is a “trader” that is not required to register with the SEC as a broker-dealer under Section 15(a)

of the Securities Exchange Act of 1934. The Company further acknowledges that the Investor and its representatives are not acting as

a financial advisor or fiduciary of the Company (or in any similar capacity, except as noted above) with respect to this Agreement and

the transactions contemplated by the Transaction Documents, and any advice given by the Investor or any of its representatives or agents

in connection therewith is merely incidental to the Investor’s acquisition of the Shares. The Company further represents to the

Investor that the Company’s decision to enter into the Transaction Documents to which it is a party has been based solely on the

independent evaluation of the transactions contemplated thereby by the Company and its representatives. The Company acknowledges and

agrees that the Investor has not made and does not make any representations or warranties with respect to the transactions contemplated

by the Transaction Documents other than those specifically set forth in Article IV. The retention by the Investor of the Draw Fee in

respect of each VWAP Purchase does not, and shall not be deemed to, cause the Investor to be a broker or dealer required to register

under Section 15(a) of the Exchange Act.

ARTICLE

ADDITIONAL COVENANTS

The

Company covenants with the Investor, and the Investor covenants with the Company, as follows, which covenants of one party are for the

benefit of the other party, during the Investment Period (and with respect to the Company, for the period following the termination of

this Agreement specified in Section 8.3 pursuant to and in accordance with Section 8.3):

Section

6.1 Securities Compliance. The Company shall notify the Commission and the Principal Market, if and as applicable, in accordance

with their respective rules and regulations, of the transactions contemplated by the Transaction Documents, and shall take all necessary

action, undertake all proceedings and obtain all registrations, permits, consents and approvals for the legal and valid issuance of the

Shares to the Investor in accordance with the terms of the Transaction Documents, as applicable.

Section

6.2 Reservation of Common Shares. Once the Company has obtained Shareholder Approval and it has taken effect, and upon effectiveness

of the Charter Amendment, the Company will reserve and keep available at all times, free of preemptive and other similar rights of shareholders,

the requisite aggregate number of authorized but unissued Common Shares to enable the Company to timely effect the issuance, sale and

delivery of all Shares to be issued, sold and delivered in respect of each VWAP Purchase effected under this Agreement, at least prior

to the delivery by the Company to the Investor of the applicable VWAP Purchase Notice in connection with such VWAP Purchase. Without

limiting the generality of the foregoing, as of the date of the effectiveness of the Charter Amendment, the Company shall have reserved,

out of its authorized and unissued Common Shares, a number of Common Shares equal to the Share Cap solely for the purpose of effecting

VWAP Purchases under this Agreement. The number of Common Shares so reserved for the purpose of effecting VWAP Purchases under this Agreement

may be increased from time to time by the Company from and after the date of the effectiveness of the Charter Amendment, and such number

of reserved shares may be reduced from and after such date only by the number of Shares actually issued, sold and delivered to the Investor

pursuant to any VWAP Purchase effected from and after the date of the effectiveness of the Charter Amendment pursuant to this Agreement.

Section

6.3 Registration and Listing.

(i)

Subject to receipt of Shareholder Approval, the Company shall prepare and, as soon as practicable, and in any case no more than 45 days

after the date of this Agreement, file with the Commission an initial Registration Statement on Form S-1 (or any successor form) so as

to permit the resale of the Registrable Securities held by the Investor under Rule 415 under the Securities Act at then prevailing market

prices (and not fixed prices) (the “Initial Registration Statement”). The Company shall use its commercially

reasonable efforts to have the Initial Registration Statement declared effective by the Commission within ninety (90) days of its filing

with the Commission in the event that the initial Registration Statement is not subject to a full review by the Commission. In the event

that the Initial Registration Statement is subject to a full review by the Commission, the ninety (90)-day period shall be extended by

an additional forty-five (45) days for each round of comments from the Commission or until resolution of all Commission comments, whichever

is later.

(ii)

The Investor shall have the right to select one legal counsel to review and oversee, solely on its behalf, any registration pursuant

to this Section 6.3 (“Legal Counsel”). The Company shall have no obligation to reimburse the Investor for any

and all legal fees and expenses of the Legal Counsel incurred in connection with the transactions contemplated by this Section 6.3.

(iii)

If at any time all Registrable Securities are not covered by the Initial Registration Statement filed pursuant to this Section 6.3 or

otherwise, the Company shall use its commercially reasonable efforts to file with the Commission one or more additional Registration

Statements so as to cover all of the Registrable Securities not covered by such initial Registration Statement, in each case, as soon

as practicable (taking into account any position of the staff of the Commission (“Staff”) with respect to the

date on which the Staff will permit such additional Registration Statement(s) to be filed with the Commission and the rules and regulations

of the Commission) (each such additional Registration Statement, a “New Registration Statement”). The Company

shall use its commercially reasonable efforts to cause each such New Registration Statement to become effective as soon as reasonably

practicable following the filing thereof with the Commission.

(iv)

In no event shall the Company include any securities other than Registrable Securities on any Registration Statement pursuant to this

Section 6.3 without the express written consent of the Investor prior to filing such Registration Statement with the Commission.

(v)

If the Staff or the Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement

as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales

by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after

the filing of any Registration Statement pursuant to this Section 6.3, the Company is otherwise required by the Staff or the Commission

to reduce the number of Registrable Securities included in such Registration Statement, then the Company shall reduce the number of Registrable

Securities to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable

Securities to be removed therefrom) until such time as the Staff and the Commission shall so permit such Registration Statement to become

effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions

referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become

effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and

not fixed prices), the Company shall not request acceleration of the Effective Date of such Registration Statement, the Company shall

promptly (but in no event later than forty-eight (48) hours) request the withdrawal of such Registration Statement pursuant to Rule 477

under the Securities Act. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall use its

commercially reasonable efforts to file one or more New Registration Statements with the Commission in accordance with this Section 6.3

until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the

Prospectuses contained therein are available for use by the Investor.

(vi)

The Company shall use its commercially reasonable efforts to effect the registration of the Registrable Securities in accordance with

the terms of this Agreement and the intended method of disposition thereof, and, pursuant thereto, during the term of this Agreement,

the Company shall have the following obligations:

(a)

Subject to Allowable Grace Periods (as defined below), the Company shall keep each Registration Statement effective (and the Prospectus

contained therein available for use) pursuant to Rule 415 for resales by the Investor on a continuous basis at then-prevailing market

prices (and not fixed prices) at all times until the earlier of (i) the date on which the Investor shall have sold all of the Registrable

Securities covered by such Registration Statement and (ii) the date of termination of this Agreement if as of such termination date the

Investor holds no Registrable Securities (or, if applicable, the date on which such securities cease to be Registrable Securities after

the date of termination of this Agreement) (the “Registration Period”). Notwithstanding anything to the contrary

contained in this Agreement, the Company shall ensure that, when filed and at all times while effective, each Registration Statement

(including, without limitation, all amendments and supplements thereto) and the Prospectus (including, without limitation, all amendments

and supplements thereto) used in connection with such Registration Statement shall not contain any untrue statement of a material fact

or omit to state a material fact required to be stated therein, or necessary to make the statements therein (in the case of Prospectuses,

in the light of the circumstances in which they were made) not misleading. The Company shall submit to the Commission, as soon as reasonably

practicable after the date that the Company learns that no review of a particular Registration Statement will be made by the Staff or

that the Staff has no further comments on a particular Registration Statement (as the case may be), a request for acceleration of effectiveness

of such Registration Statement to a time and date as soon as reasonably practicable, and in any case no later than two (2) Trading Days,

after the Company learns of such fact in accordance with Rule 461 under the Securities Act.

(b)

The Company shall use its commercially reasonable efforts to prepare and file with the Commission such amendments (including, without

limitation, post-effective amendments) and supplements to each Registration Statement and the Prospectus used in connection with each

such Registration Statement, which Prospectus is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may be necessary

to keep each such Registration Statement effective (and the Prospectus contained therein current and available for use) at all times

during the Registration Period for such Registration Statement, and, during such period, comply with the provisions of the Securities

Act with respect to the disposition of all Registrable Securities of the Company required to be covered by such Registration Statement

until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition

by the Investor. Without limiting the generality of the foregoing, the Company covenants and agrees that (i) at or before 5:30 p.m. (New

York City time) on the second (2nd) Trading Day immediately following the Effective Date of the Initial Registration Statement and any

New Registration Statement (or any post-effective amendment thereto), the Company shall file with the Commission in accordance with Rule

424(b) under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement (or

post-effective amendment thereto), and (ii) if the transactions contemplated by any VWAP Purchase are material to the Company (individually

or collectively with all other prior VWAP Purchases, the consummation of which have not previously been reported in any Prospectus Supplement

filed with the Commission under Rule 424(b) under the Securities Act or in any report, statement or other document filed by the Company

with the Commission under the Exchange Act), or if otherwise required under the Securities Act (or the interpretations of the Commission

thereof), in each case as reasonably determined by the Company and the Investor, then, at or before 8:30 a.m., New York City time, on

the first (1st) Trading Day immediately following the VWAP Purchase Date, if a VWAP Purchase Notice was properly delivered to the Investor

hereunder in connection with such VWAP Purchase, the Company shall file with the Commission a Prospectus Supplement pursuant to Rule

424(b) under the Securities Act with respect to the VWAP Purchase(s), the total VWAP Purchase Price for the Shares subject to such VWAP

Purchase(s) (as applicable), the applicable VWAP Purchase Price(s) for such Shares and the net proceeds that are to be (and, if applicable,

have been) received by the Company from the sale of such Shares. To the extent not previously disclosed in the Prospectus or a Prospectus

Supplement, the Company shall disclose in its Quarterly Reports on Form 10-Q and in its Annual Reports on Form 10-K the information described

in the immediately preceding sentence relating to all VWAP Purchase(s) consummated during the relevant fiscal quarter and shall file

such Quarterly Reports and Annual Reports with the Commission within the applicable time period prescribed for such report under the

Exchange Act. In the case of amendments and supplements to any Registration Statement on Form S-1 or Prospectus related thereto which

are required to be filed pursuant to this Agreement by reason of the Company filing a report on Form 8-K, Form 10-Q or Form 10-K or any

analogous report under the Exchange Act, the Company shall have incorporated such report by reference into such Registration Statement

and Prospectus, if applicable, or shall file such amendments or supplements to the Registration Statement or Prospectus with the Commission

on the same day on which the Exchange Act report is filed which created the requirement for the Company to amend or supplement such Registration

Statement or Prospectus, for the purpose of including or incorporating such report into such Registration Statement and Prospectus. The

Company consents to the use of the Prospectus (including, without limitation, any supplement thereto) included in each Registration Statement

in accordance with the provisions of the Securities Act and with the securities or “Blue Sky” laws of the jurisdictions in

which the Registrable Securities may be sold by the Investor, in connection with the resale of the Registrable Securities and for such

period of time thereafter as such Prospectus (including, without limitation, any supplement thereto) (or in lieu thereof, the notice

referred to in Rule 173(a) under the Securities Act) is required by the Securities Act to be delivered in connection with resales of

Registrable Securities.

(c)

The Company shall (A) permit Legal Counsel an opportunity to review and comment upon (i) each Registration Statement at least three (3)

Trading Days prior to its filing with the Commission (it being understood that such notice period has been satisfied in respect of the

initial Registration Statement) and (ii) all amendments and supplements to each Registration Statement (including, without limitation,

the Prospectus contained therein) (except for Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K,

and any similar or successor reports or Prospectus Supplements the contents of which is limited to that set forth in such reports) within

a reasonable number of days prior to their filing with the Commission, and (B) shall reasonably consider any comments of the Investor

and Legal Counsel on any such Registration Statement or amendment or supplement thereto or to any Prospectus contained therein. The Company

shall promptly furnish to Legal Counsel, without charge, (i) electronic copies of any correspondence from the Commission or the Staff

to the Company or its representatives relating to each Registration Statement (which correspondence shall be redacted to exclude any

material, non-public information regarding the Company or any of its Subsidiaries), (ii) after the same is prepared and filed with the

Commission, one (1) electronic copy of each Registration Statement and any amendment(s) and supplement(s) thereto, including, without

limitation, financial statements and schedules, all documents incorporated therein by reference, if requested by the Investor, and all

exhibits and (iii) upon the effectiveness of each Registration Statement, one (1) electronic copy of the Prospectus included in such

Registration Statement and all amendments and supplements thereto; provided, however, the Company shall not be required to furnish any

document (other than the Prospectus, which may be provided in .PDF format) to Legal Counsel to the extent such document is available

on EDGAR).

(d)

The Company shall take such action as is reasonably necessary to (i) register and qualify, unless an exemption from registration and

qualification applies, the resale by the Investor of the Registrable Securities covered by a Registration Statement under such other

securities or “Blue Sky” laws of all applicable jurisdictions in the United States, (ii) prepare and file in those jurisdictions,

such amendments (including, without limitation, post-effective amendments) and supplements to such registrations and qualifications as

may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be reasonably

necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all

other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided,

however, the Company shall not be required in connection therewith or as a condition thereto to (x) qualify to do business in

any jurisdiction where it would not otherwise be required to qualify but for this Section 6.3(vi)(d), (y) subject itself to general taxation

in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction. The Company shall promptly notify

Legal Counsel and the Investor of the receipt by the Company of any notification with respect to the suspension of the registration or

qualification of any of the Registrable Securities for sale under the securities or “Blue Sky” laws of any jurisdiction in

the United States or its receipt of actual notice of the initiation or threatening of any proceeding for such purpose.

(e)

The Company shall notify Legal Counsel and the Investor in writing of the happening of any event, as promptly as reasonably practicable

after becoming aware of such event, as a result of which the Prospectus included in a Registration Statement, as then in effect, includes

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

therein, in the light of the circumstances under which they were made, not misleading (provided that in no event shall such notice contain

any material, non-public information regarding the Company or any of its Subsidiaries), and, promptly prepare a supplement or amendment

to such Registration Statement and such Prospectus contained therein to correct such untrue statement or omission and deliver one (1)

electronic copy of such supplement or amendment to Legal Counsel and the Investor (or such other number of copies as Legal Counsel or

the Investor may reasonably request). The Company shall also promptly notify Legal Counsel and the Investor in writing (i) when a Prospectus

or any Prospectus Supplement or post-effective amendment has been filed, when a Registration Statement or any post-effective amendment

has become effective (notification of such effectiveness shall be delivered to Legal Counsel and the Investor by e-mail on the same day

of such effectiveness), and when the Company receives written notice from the Commission that a Registration Statement or any post-effective

amendment will be reviewed by the Commission, (ii) of any request by the Commission for amendments or supplements to a Registration Statement

or related Prospectus or related information, (iii) of the Company’s reasonable determination that a post-effective amendment to

a Registration Statement would be appropriate and (iv) of the receipt of any request by the Commission or any other federal or state

governmental authority for any additional information relating to the Registration Statement or any amendment or supplement thereto or

any related Prospectus. The Company shall respond as promptly as reasonably practicable to any comments received from the Commission

with respect to a Registration Statement or any amendment thereto.

(f)

The Company shall (i) use its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness

of a Registration Statement or the use of any Prospectus contained therein, or the suspension of the qualification, or the loss of an

exemption from qualification, of any of the Registrable Securities for sale in any jurisdiction and, if such an order or suspension is

issued, to obtain the withdrawal of such order or suspension at the earliest possible time and (ii) notify Legal Counsel and the Investor

of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding.

(g)

The Company shall hold in confidence and not make any disclosure of information concerning the Investor provided to the Company unless

(i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information

is necessary to avoid or correct a misstatement or omission in any Registration Statement or is otherwise required to be disclosed in

such Registration Statement pursuant to the Securities Act, (iii) the release of such information is ordered pursuant to a subpoena or

other final, non-appealable order from a court or governmental body of competent jurisdiction, or (iv) such information has been made

generally available to the public other than by disclosure in violation of this Agreement or any other Transaction Document. The Company

agrees that it shall, upon learning that disclosure of such information concerning the Investor is sought in or by a court or governmental

body of competent jurisdiction or through other means, give prompt written notice to the Investor and allow the Investor, at the Investor’s

expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information.

(h)

Without limiting any obligation of the Company under this Agreement, the Company shall use its reasonable best efforts either to (i)

cause all of the Registrable Securities covered by each Registration Statement to be listed on the Nasdaq Capital Market, or (ii) secure

designation and quotation of all of the Registrable Securities covered by each Registration Statement on another Principal Market. The

Company shall pay all fees and expenses in connection with satisfying its obligation under this Section 6(vi)(h).

(i)

The Company shall cooperate with the Investor and, to the extent applicable, facilitate the timely preparation and delivery of Registrable

Securities, as DWAC Shares, to be offered pursuant to a Registration Statement and enable such DWAC Shares to be in such denominations

or amounts (as the case may be) as the Investor may reasonably request from time to time. Investor hereby agrees that it shall cooperate

with the Company, its counsel and Transfer Agent in connection with any issuances of DWAC Shares, and hereby represents, warrants and

covenants to the Company that that it will resell such DWAC Shares only pursuant to the Registration Statement in which such DWAC Shares

are included, in a manner described under the caption “Plan of Distribution” in such Registration Statement, and in a manner

in compliance with all applicable U.S. federal and state securities laws, rules and regulations, including, without limitation, any applicable

prospectus delivery requirements of the Securities Act. At the time such DWAC Shares are offered and sold pursuant to the Registration

Statement, such DWAC Shares shall be free from all restrictive legends may be transmitted by the transfer agent to the Investor by crediting

an account at DTC as directed in writing by the Investor.

(j)

Upon the written request of the Investor, the Company shall as soon as reasonably practicable after receipt of notice from the Investor,

(i) incorporate in a Prospectus Supplement or post-effective amendment such information as the Investor reasonably requests to be included

therein relating to the sale and distribution of Registrable Securities, including, without limitation, information with respect to the

number of Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms of the offering of

the Registrable Securities to be sold in such offering; (ii) make all required filings of such Prospectus Supplement or post-effective

amendment after being notified of the matters to be incorporated in such Prospectus Supplement or post-effective amendment; and (iii)

supplement or make amendments to any Registration Statement or Prospectus contained therein if reasonably requested by the Investor.

(k)

The Company shall make generally available to its security holders (which may be satisfied by making such information available on EDGAR)

not later than ninety (90) days after the close of the period covered thereby, an earnings statement (in form complying with, and in

the manner provided by, the provisions of Rule 158 under the Securities Act) covering a twelve-month period beginning not later than

the first day of the Company’s fiscal quarter next following the applicable Effective Date of each Registration Statement.

(l)

The Company shall otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission

in connection with any registration hereunder.

(m)

Notwithstanding anything to the contrary contained herein, at any time after the Effective Date of a particular Registration Statement,

the Company may, upon written notice to Investor, suspend Investor’s use of any prospectus that is a part of any Registration Statement

(in which event the Investor shall discontinue sales of the Registrable Securities pursuant to such Registration Statement contemplated

by this Agreement, but shall settle any previously made sales of Registrable Securities) if the Company (x) is pursuing an acquisition,

merger, tender offer, reorganization, disposition or other similar transaction and the Company determines in good faith that (A) the

Company’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure

of such transaction in such Registration Statement or other registration statement or (B) such transaction renders the Company unable

to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause any Registration

Statement (or such filings) to be used by Investor or to promptly amend or supplement any Registration Statement contemplated by this

Agreement on a post effective basis, as applicable, or (y) has experienced some other material non-public event the disclosure of which

at such time, in the good faith judgment of the Company, would materially adversely affect the Company (each, an “Allowable

Grace Period”); provided, however, that in no event shall the Investor be suspended from selling Registrable Securities

pursuant to any Registration Statement for a period that exceeds sixty (60) consecutive Trading Days or an aggregate of ninety (90) days

in any three hundred and sixty-five (365)-day period; and provided, further, the Company shall not effect any such suspension

during the three-Trading Day period following the VWAP Purchase Share Delivery Date for each VWAP Purchase. Upon disclosure of such information

or the termination of the condition described above, the Company shall provide prompt notice, but in any event within one Business Day

of such disclosure or termination, to the Investor and shall promptly terminate any suspension of sales it has put into effect and shall

take such other reasonable actions to permit registered sales of Registrable Securities as contemplated in this Agreement with respect

to the information giving rise thereto unless such material, non-public information is no longer applicable). The Company shall cause

its transfer agent to deliver DWAC Shares to a transferee of the Investor in accordance with the terms of this Agreement in connection

with any sale of Registrable Securities with respect to which (i) the Company has made a sale to Investor and (ii) the Investor has entered

into a contract for sale, and delivered a copy of the Prospectus included as part of the particular Registration Statement to the extent

applicable, in each case prior to the Investor’s receipt of the notice of an Allowable Grace Period and for which the Investor

has not yet settled.

(vii)

All reasonable expenses of the Company, other than sales or brokerage commissions and fees and disbursements of counsel for, and other

expenses of, the Investor, incurred in connection with registrations, filings or qualifications, including, without limitation, all registration,

listing and qualifications fees, printers and accounting fees, and fees and disbursements of counsel for the Company, shall be paid by

the Company.

(viii)

With a view to making available to the Investor the benefits of Rule 144, the Company agrees to:

(a)

use its best efforts to make and keep current public information available, as such term is used in Rule 144;

(b)

furnish to the Investor, promptly upon request, (i) a written statement by the Company, if true, that it has complied with the reporting,

submission and posting requirements of Rule 144 and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the

Company and such other reports and documents so filed by the Company with the Commission if such reports are not publicly available via

EDGAR, and (iii) such other information as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule

144 without registration; and

(c)

take such additional action as is reasonably requested by the Investor to enable the Investor to sell the Registrable Securities pursuant

to Rule 144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions

to the Company’s Transfer Agent without unreasonable delay as may be reasonably requested from time to time by the Investor.

(ix)

Neither the Company nor the Investor shall assign this Agreement or any of their respective rights or obligations under this Section

6.3.

(x)

No provision of this Agreement may be (i) amended other than by a written instrument signed by both parties hereto or (ii) waived other

than in a written instrument signed by the party against whom enforcement of such waiver is sought. Failure of any party to exercise

any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a

waiver thereof.

(xi)

Solely for purposes of this Agreement, a Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed

to own of record such Registrable Securities. If the Company receives conflicting instructions, notices or elections from two (2) or

more Persons with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election

received from such record owner of such Registrable Securities.

Section

6.4 Compliance with Laws.

(i)

During the Investment Period, the Company shall comply with applicable provisions of the Securities Act and the Exchange Act, including

Regulation M thereunder, applicable state securities or “Blue Sky” laws, and applicable listing rules of the Principal Market

or Principal Market, in connection with the transactions contemplated by this Agreement, except as would not reasonably be expected,

individually or in the aggregate, to have a Material Adverse Effect.

(ii)

The Investor shall comply with all laws, rules, regulations and orders applicable to the performance by it of its obligations under this

Agreement and its investment in the Shares, except as would not reasonably be expected, individually or in the aggregate, to have a Material

Adverse Effect. Without limiting the foregoing, the Investor shall comply with all applicable provisions of the Securities Act and the

Exchange Act, including Regulation M thereunder, and all applicable state securities or “Blue Sky” laws, in connection with

the transactions contemplated by this Agreement.

Section

6.5 Keeping of Records and Books of Account; Due Diligence.

(i)

The Investor and the Company shall each maintain records showing the remaining Total Commitment, the remaining Aggregate Limit and the

dates and VWAP Purchase Share Amount for each VWAP Purchase.

(ii)

Subject to the requirements of Section 6.12, from time to time from and after the Closing Date, the Company shall make available for

inspection and review by the Investor during normal business hours and after reasonable notice, customary documentation reasonably requested

by the Investor and/or its appointed counsel or advisors to conduct due diligence; provided, however, that after the Closing

Date, the Investor’s continued due diligence shall not be a condition precedent to the Company’s right to deliver to the

Investor any VWAP Purchase Notice or the settlement thereof except to the extent expressly contemplated by this Agreement. For the avoidance

of doubt, the Investor and its counsel shall have the right, upon reasonable advance notice and during normal business hours, to conduct

such due diligence as the Investor reasonably deems necessary to establish a due diligence defense under Section 11 of the Securities

Act, subject to the Investor’s compliance with Section 6.11 and the execution of customary confidentiality undertakings.

Section

6.6 No Frustration; No Variable Rate Transactions.

(i)

No Frustration. The Company shall not enter into, announce or recommend to its shareholders any agreement, plan, arrangement

or transaction in or of which the terms thereof would restrict, materially delay, conflict with or impair the ability or right of the

Company to perform its obligations under the Transaction Documents to which it is a party, including, without limitation, the obligation

of the Company to deliver the Shares to the Investor in respect of a VWAP Purchase not later than the VWAP Purchase Share Delivery Date.

For the avoidance of doubt, nothing in this Section 6.6(i) shall in any way limit the Company’s right to terminate this Agreement

in accordance with Section 8.2 (subject in all cases to Section 8.3).

(ii)

Limit on Variable Rate Transactions. The Company shall not effect or enter into an agreement to effect any issuance by

the Company of Common Shares or Common Shares Equivalents (or a combination of units thereof) involving a Variable Rate Transaction during

any period in which a VWAP Purchase Notice has been delivered and the delivery of such Shares and the payment therefor have not been

completed at such time.

Section

6.7 Fundamental Transaction. If a VWAP Purchase Notice has been delivered to the Investor and the transactions contemplated

therein have not yet been fully settled in accordance with the terms and conditions of this Agreement, the Company shall not effect any

Fundamental Transaction until the expiration of five (5) Trading Days following the date of full settlement thereof and the issuance

to the Investor of all of the Shares issuable pursuant to the VWAP Purchase to which such VWAP Purchase Notice relates.

Section

6.8 Selling Restrictions.

(i)

Except as expressly set forth below, the Investor covenants that from and after the Closing Date through and including the Trading Day

next following the expiration or termination of this Agreement as provided in Article VIII (the “Restricted Period”),

none of the Investor any of its officers, or any entity managed or controlled by the Investor (collectively, the “Restricted

Persons” and each of the foregoing is referred to herein as a “Restricted Person”) shall, directly

or indirectly, (i) engage in any Short Sales of the Common Shares or (ii) hedging transaction, which establishes a net short position

with respect to the Common Shares, with respect to each of clauses (i) and (ii) hereof, either for its own principal account or for the

principal account of any other Restricted Person. Notwithstanding the foregoing, it is expressly understood and agreed that nothing contained

herein shall (without implication that the contrary would otherwise be true) prohibit any Restricted Person during the Restricted Period

from: (1) selling “long” (as defined under Rule 200 promulgated under Regulation SHO) the Shares; or (2) selling a number

of Common Shares equal to the number of Shares that such Restricted Person is effecting sales for pursuant to a pending VWAP Purchase

Notice in accordance with Section 3.2 of this Agreement, so long as (X) such Restricted Person (or the Broker-Dealer, as applicable)

delivers the Shares purchased pursuant to such VWAP Purchase Notice to the purchaser thereof or the applicable Broker-Dealer promptly

upon such Restricted Person’s receipt of such Shares from the Company in accordance with Section 3.2 of this Agreement and (Y)

neither the Company or the Transfer Agent shall have failed for any reason to deliver such Shares to the Investor or its Broker-Dealer

so that such Shares are received by the Investor as DWAC Shares on the applicable VWAP Purchase Share Delivery Date in accordance with

Section 3.2 of this Agreement, including, without limitation, within the time period specified for receipt of such Shares by the Investor

or its Broker-Dealer as DWAC Shares from the Company or the Transfer Agent.

(ii)

In addition to the foregoing, in connection with any sale of Shares (including any sale permitted by paragraph (i) above), the Investor

shall comply in all respects with all applicable laws, rules, regulations and orders, including, without limitation, the requirements

of the Securities Act and the Exchange Act.

(iii)

Daily Volume Limitation. During any Trading Day, the Investor’s sales of Common Shares shall not constitute more than ten percent

(10%) of the trading volume of the Common Shares on the Principal Market for such Trading Day, unless the Company provides its prior

written consent, which consent may be granted or withheld in the Company’s sole discretion; provided that, the Investor

shall not be deemed to have violated this Section 6.8(iii) if such sales do not exceed ten percent (10%) of such trading volume when

the last sale on such Trading Day is executed. For purposes of this Section 6.8(iii), “trading volume” means the total number

of shares of Common Shares traded on the Principal Market during regular trading hours on such Trading Day, as reported by the Principal

Market or a recognized financial data provider.

Section

6.9 Effective Registration Statement. During the Investment Period, the Company shall use its reasonable best efforts to maintain

the continuous effectiveness of the Initial Registration Statement and each New Registration Statement filed with the Commission under

the Securities Act for the applicable Registration Period pursuant to and in accordance with this Agreement.

Section

6.10 Blue Sky. The Company shall take such action, if any, as is necessary by the Company in order to obtain an exemption

for or to qualify the Shares for sale by the Company to the Investor pursuant to the Transaction Documents, and at the request of the

Investor, the subsequent resale of Registrable Securities by the Investor, in each case, under applicable state securities or “Blue

Sky” laws and shall provide evidence of any such action so taken to the Investor from time to time following the Closing Date;

provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (x) qualify

to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 6.10, (y) subject itself

to general taxation in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction.

Section

6.11 Non-Public Information. Neither the Company or any of its Subsidiaries, nor any of their respective directors, officers,

employees or agents shall disclose any material non-public information about the Company to the Investor at any time, and the Company

shall ensure that any material non-public information is appropriately disclosed to the public or otherwise addressed prior to the delivery

of any VWAP Purchase Notice, unless a simultaneous public announcement thereof is made by the Company in the manner contemplated by Regulation

FD. In the event of a breach of the foregoing covenant by the Company or any of its Subsidiaries, or any of their respective directors,

officers, employees and agents (as determined in the reasonable good faith judgment of the Investor), (i) the Investor shall promptly

provide written notice of such breach to the Company and (ii) after such notice has been provided to the Company and, provided that the

Company and the Investor shall have not concluded within 24 hours that such information does not constitute material, non-public information

or the Company shall have failed to publicly disclose such material, non-public information within 24 hours following demand therefor

by the Investor, in addition to any other remedy provided herein or in the other Transaction Documents, if the Investor is holding any

Shares at the time of the disclosure of material, non-public information, the Investor shall have the right to make a public disclosure

with the Company’s prior written consent (such consent not to be unreasonably withheld or delayed) in the form of a press release,

public advertisement or otherwise, of such material, non-public information; provided, that prior to making any such public disclosure,

the Investor shall consult with the Company and provide the Company opportunity to review and comment on such proposed disclosure. The

Investor shall not have any liability to the Company, any of its Subsidiaries, or any of their respective directors, officers, employees,

shareholders or agents, for any such disclosure.

Section

6.12 Broker/Dealer. The Investor shall use one or more broker-dealers to effectuate all sales, if any, of the Shares that

it may purchase or otherwise acquire from the Company pursuant to the Transaction Documents, as applicable, which (or whom) shall be

a DTC participant (collectively, the “Broker-Dealer”). The Investor shall, from time to time, provide the Company

and the Transfer Agent with all information regarding the Broker-Dealer reasonably requested by the Company to effectuate the purposes

of this Agreement. The Investor shall be solely responsible for all fees and commissions of the Broker-Dealer (if any), which shall not

exceed customary brokerage fees and commissions and shall be responsible for designating only a DTC participant eligible to receive DWAC

Shares.

Section

6.13 Disclosure Schedule.

(i)

The Company may, from time to time, update a disclosure schedule (the “Disclosure Schedule”) as may be required

to satisfy the conditions set forth in Section 7.2(i) (to the extent such condition set forth in Section 7.2(i) relates to the condition

in Section 7.1(i) as of a specific VWAP Purchase Condition Satisfaction Time). For purposes of this Section 6.13, any disclosure made

in a schedule to the Compliance Certificate shall be deemed to be an update of the Disclosure Schedule. Notwithstanding anything in this

Agreement to the contrary, no update to the Disclosure Schedule pursuant to this Section 6.13 shall cure any breach of a representation

or warranty of the Company contained in this Agreement and made prior to the update and shall not affect any of the Investor’s

rights or remedies with respect thereto.

(ii)

Notwithstanding anything to the contrary contained in the Disclosure Schedule or in this Agreement, the information and disclosure contained

in any Schedule of the Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in any other Schedule of the

Disclosure Schedule as though fully set forth in such Schedule for which applicability of such information and disclosure is readily

apparent on its face. The fact that any item of information is disclosed in the Disclosure Schedule shall not be construed to mean that

such information is required to be disclosed by this Agreement. Except as expressly set forth in this Agreement, such information and

the thresholds (whether based on quantity, qualitative characterization, dollar amounts or otherwise) set forth herein shall not be used

as a basis for interpreting the terms “material” or “Material Adverse Effect” or other similar terms in this

Agreement.

Section

6.14 Delivery of Bring-Down Opinions and Compliance Certificates Upon Occurrence of Certain Events. Within three (3) Trading

Days immediately following each time the Company files (i) an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A

containing amended financial information or a material amendment to the previously filed Form 10-K); (ii) a quarterly report on Form

10-Q under the Exchange Act; (iii) a current report on Form 8-K containing amended financial information (other than information “furnished”

pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification

of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange

Act; or (iv) the Initial Registration Statement, any New Registration Statement, or any supplement or post-effective amendment thereto,

and in any case, not more than once per calendar quarter, the Company shall (1) deliver to the Investor a Compliance Certificate in the

form attached hereto as Exhibit C, dated as of such date, (2) cause to be furnished to the Investor a 10b-5 letter from Company

Counsel, in customary form (such letter, a “Bring-Down Opinion”) and (3) cause to be furnished to the Investor

a comfort letter from the independent registered public accounting firm of the Company in the case of an Annual Report on Form 10-K (in

the case of a post-effective amendment, only if such amendment contains amended or new financial information), modified, as necessary,

to relate to such Registration Statement or post-effective amendment, or the Prospectus contained therein as then amended or supplemented

by such Prospectus Supplement, as applicable.

ARTICLE

VII

CONDITIONS

TO CLOSING AND CONDITIONS TO THE SALE AND PURCHASE OF THE SHARES

Section

7.1 Conditions Precedent to Commencement. The right of the Company to commence delivering VWAP Purchase Notices under this

Agreement, and the obligation of the Investor to accept VWAP Purchase Notices delivered to the Investor by the Company under this Agreement,

are subject to the initial satisfaction, at Commencement, of each of the conditions set forth in this Section 7.1.

(i)

Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company contained

in this Agreement (a) that are not qualified by “materiality” or “Material Adverse Effect” shall have been true

and correct in all material respects when made and shall be true and correct in all material respects as of the Commencement Date with

the same force and effect as if made on such date, except to the extent such representations and warranties are as of another date, in

which case, such representations and warranties shall be true and correct in all material respects as of such other date and (b) that

are qualified by “materiality” or “Material Adverse Effect” shall have been true and correct when made and shall

be true and correct as of the Commencement Date with the same force and effect as if made on such date, except to the extent such representations

and warranties are as of another date, in which case, such representations and warranties shall be true and correct as of such other

date.

(ii)

Accuracy of the Investor’s Representations and Warranties. The representations and warranties of the Investor contained

in this Agreement (a) that are not qualified by “materiality” shall be true and correct in all material respects as of the

Commencement Date, except to the extent such representations and warranties are as of another date, in which case, such representations

and warranties shall be true and correct in all material respects as of such other date and (b) that are qualified by “materiality”

shall be true and correct as of the Commencement Date, except to the extent such representations and warranties are as of another date,

in which case, such representations and warranties shall be true and correct as of such other date.

(iii)

Performance of the Company. The Company shall have performed, satisfied and complied in all material respects with all

covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior

to the Commencement. The Company shall deliver to the Investor on the Commencement Date a compliance certificate in customary form (the

“Compliance Certificate”).

(iv)

Initial Registration Statement Effective. The Initial Registration Statement covering the resale by the Investor of the

Registrable Securities included therein required to be filed by the Company with the Commission pursuant to Section 2.3 of this Agreement

shall have been declared effective under the Securities Act by the Commission, and the Investor shall be permitted to utilize the Prospectus

therein to resell all of the Shares included in such Prospectus.

(v)

No Material Notices. None of the following events shall have occurred and be continuing: (a) receipt of any request by

the Commission or any other federal or state governmental authority for any additional information relating to the Initial Registration

Statement, the Prospectus contained therein or any Prospectus Supplement thereto, or for any amendment of or supplement to the Initial

Registration Statement, the Prospectus contained therein or any Prospectus Supplement thereto; (b) the issuance by the Commission or

any other federal or state governmental authority of any stop order suspending the effectiveness of the Initial Registration Statement

or prohibiting or suspending the use of the Prospectus contained therein or any Prospectus Supplement thereto, or of the suspension of

qualification or exemption from qualification of the Shares for offering or sale in any jurisdiction, or the initiation or contemplated

initiation of any proceeding for such purpose; or (c) the occurrence of any event or the existence of any condition or state of facts,

which makes any statement of a material fact made in the Initial Registration Statement, the Prospectus contained therein or any Prospectus

Supplement thereto untrue or which requires the making of any additions to or changes to the statements then made in the Initial Registration

Statement, the Prospectus contained therein or any Prospectus Supplement thereto in order to state a material fact required by the Securities

Act to be stated therein or necessary in order to make the statements then made therein (in the case of the Prospectus or any Prospectus

Supplement, in the light of the circumstances under which they were made) not misleading, or which requires an amendment to the Initial

Registration Statement or a supplement to the Prospectus contained therein or any Prospectus Supplement thereto to comply with the Securities

Act or any other law. The Company shall have no knowledge of any event that would reasonably be expected to have the effect of causing

the suspension of the effectiveness of the Initial Registration Statement or the prohibition or suspension of the use of the Prospectus

contained therein or any Prospectus Supplement thereto in connection with the resale of the Registrable Shares by the Investor.

(vi)

No Suspension of Trading in or Notice of Delisting of Common Shares. Trading in the Common Shares shall not have been suspended

by the Commission, the Principal Market or FINRA (except for any suspension of trading of limited duration agreed to by the Company,

which suspension shall be terminated prior to the Commencement Date), the Company shall not have received any final and non-appealable

notice that the listing or quotation of the Common Shares on the Principal Market shall be terminated on a date certain (unless, prior

to such date certain, the Common Shares is listed or quoted on any other Principal Market), nor shall there have been imposed any suspension

of, or restriction on, accepting additional deposits of the Common Shares, electronic trading or book-entry services by DTC with respect

to the Common Shares that is continuing, the Company shall not have received any notice from DTC to the effect that a suspension of,

or restriction on, accepting additional deposits of the Common Shares, electronic trading or book-entry services by DTC with respect

to the Common Shares is being imposed or is contemplated (unless, prior to such suspension or restriction, DTC shall have notified the

Company in writing that DTC has determined not to impose any such suspension or restriction).

(vii)

Compliance with Laws. The Company shall have complied with all applicable federal, state and local governmental laws, rules,

regulations and ordinances in connection with the execution, delivery and performance of this Agreement and the other Transaction Documents

to which it is a party and the consummation of the transactions contemplated hereby and thereby, including, without limitation, the Company

shall have obtained all permits and qualifications required by any applicable state securities or “Blue Sky” laws for the

offer and sale of the Shares by the Company to the Investor and the subsequent resale of the Registrable Securities by the Investor (or

shall have the availability of exemptions therefrom).

(viii)

No Injunction. No statute, regulation, order, decree, writ, ruling or injunction shall have been enacted, entered, promulgated,

threatened or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of or which

would materially modify or delay any of the transactions contemplated by the Transaction Documents.

(ix)

No Proceedings or Litigation. No action, suit or proceeding before any arbitrator or any court or governmental authority

shall have been commenced, and no inquiry or investigation by any governmental authority shall have been commenced, against the Company

or any Subsidiary, or any of the officers, directors or Affiliates of the Company or any Subsidiary, seeking to restrain, prevent or

change the transactions contemplated by the Transaction Documents, or seeking material damages in connection with such transactions.

(x)

Listing of Shares. All of the Shares that have been and may be issued pursuant to this Agreement shall have been approved

for listing or quotation on the Principal Market as of the Commencement Date, subject only to notice of issuance.

(xi)

No Material Adverse Effect. No condition, occurrence, state of facts or event constituting a Material Adverse Effect shall

have occurred and be continuing.

(xii)

No Bankruptcy Proceedings. No Person shall have commenced a proceeding against the Company pursuant to or within the meaning

of any Bankruptcy Law. The Company shall not have, pursuant to or within the meaning of any Bankruptcy Law, (a) commenced a voluntary

case, (b) consented to the entry of an order for relief against it in an involuntary case, (c) consented to the appointment of a Custodian

of the Company or for all or substantially all of its property, or (d) made a general assignment for the benefit of its creditors. A

court of competent jurisdiction shall not have entered an order or decree under any Bankruptcy Law that (I) is for relief against the

Company in an involuntary case, (II) appoints a Custodian of the Company or for all or substantially all of its property, or (III) orders

the liquidation of the Company or any of its Subsidiaries.

(xiii)

Delivery of Commencement Irrevocable Transfer Agent Instructions and Opinion of Counsel. The Commencement Irrevocable Transfer

Agent Instructions shall have been executed by the Company and delivered to the Company’s transfer agent and an opinion of United

States Counsel relating to the Initial Registration Statement and the removal of restrictive legends from the Shares shall have been

executed by the Company’s outside counsel and delivered to the Transfer Agent.

(xiv)

Reservation of Shares. As of the Commencement Date, the Company shall have reserved out of its authorized and unissued

Common Shares a number of Common Shares equal to the Share Cap solely for the purpose of effecting VWAP Purchases under this Agreement.

(xv)

Opinions of Company Counsel. On the Commencement Date, the Investor shall have received the opinion of Company Counsel,

along with a 10b-5 letter, in customary form.

(xvi)

Comfort Letter of Accountant. On the Commencement Date, the Investor shall have received from each of the Accountants or

a successor independent registered public accounting firm for the Company, a letter dated the Commencement Date addressed to the Investor,

in form and substance reasonably satisfactory to the Investor with respect to the audited and unaudited financial statements and certain

financial information contained in the Registration Statement and the Prospectus, and any Prospectus Supplement, except that the specific

date referred to therein for the carrying out of procedures shall be no more than three (3) Business Days prior to the Commencement Date.

(xvii)

Shareholder Approval and Amendment to Charter. Shareholder Approval has been obtained and taken effect and the Company

shall have filed the Charter Amendment with the Secretary of State of the State of Delaware, which Charter Amendment has taken effect.

(xviii)

Payment of Upfront Fee. The Company shall have paid the Upfront Fee to the Investor in accordance with Section 10.1(ii).

Section

7.2 Conditions Precedent to VWAP Purchases after Commencement Date. The right of the Company to deliver VWAP Purchase Notices

under this Agreement after the Commencement Date, and the obligation of the Investor to accept VWAP Purchase Notices under this Agreement

after the Commencement Date, are subject to the satisfaction of each of the conditions set forth in this Section 7.2 at the applicable

VWAP Purchase Commencement Time for the VWAP Purchase to be effected pursuant to the applicable VWAP Purchase Notice timely delivered

by the Company to the Investor in accordance with this Agreement (each such time, a “VWAP Purchase Condition Satisfaction

Time”).

(i)

Satisfaction of Certain Prior Conditions. Each of the conditions set forth in subsections (i), (ii), (vi) through (xiii),

and (xv) and (xvii) set forth in Section

7.1

shall be satisfied at the applicable VWAP Purchase Condition Satisfaction Time after the Commencement Date (with the terms “Commencement”

and “Commencement Date” in the conditions set forth in subsections (i) and (ii) of Section 7.1 replaced with “applicable

VWAP Purchase Condition Satisfaction Time”); provided, however, that the Company shall not be required to deliver

the Compliance Certificate after the Commencement Date, except as provided in Section 6.14 and Section 7.2(x).

(ii)

Initial Registration Statement Effective. The Initial Registration Statement covering the resale by the Investor of the

Registrable Securities included therein required to be filed by the Company with the Commission pursuant to Section 2.3 of this Agreement,

and any post-effective amendment thereto required to be filed by the Company with the Commission after the Commencement Date and prior

to the applicable VWAP Purchase Date shall have been declared and shall remain effective under the Securities Act by the Commission,

and the Investor shall be permitted to (and to continue to) utilize the Prospectus therein, and any Prospectus Supplement thereto, to

resell all of the Shares included in the Initial Registration Statement, and any post-effective amendment thereto, that have been issued

and sold to the Investor hereunder pursuant to all VWAP Purchase Notices delivered by the Company to the Investor prior to such applicable

VWAP Purchase Date, and all of the Shares included in the Initial Registration Statement, and any post-effective amendment thereto, that

are issuable pursuant to the applicable VWAP Purchase Notice delivered by the Company to the Investor with respect to a VWAP Purchase

to be effected hereunder on such applicable VWAP Purchase Date.

(iii)

Any Required New Registration Statement Effective. Any New Registration Statement covering the resale by the Investor of

the Registrable Securities included therein, and any post-effective amendment thereto, required to be filed by the Company with the Commission

pursuant to this Agreement after the Commencement Date and prior to the applicable VWAP Purchase Date, in each case shall have been declared

effective under the Securities Act by the Commission and shall remain effective for the applicable Registration Period, and the Investor

shall be permitted to utilize the Prospectus therein, and any Prospectus Supplement thereto, to resell (a) all of the Shares included

in such New Registration Statement, and any post-effective amendment thereto, that have been issued and sold to the Investor hereunder

pursuant to all VWAP Purchase Notices delivered by the Company to the Investor prior to such applicable VWAP Purchase Date and (b) all

of the Shares included in such new Registration Statement, and any post-effective amendment thereto, that are issuable pursuant to the

applicable VWAP Purchase Notice delivered by the Company to the Investor with respect to a VWAP Purchase to be effected hereunder on

such applicable VWAP Purchase Date.

(iv)

Delivery of Subsequent Irrevocable Transfer Agent Instructions and Opinion of Counsel. With respect to any post-effective

amendment to the Initial Registration Statement, any New Registration Statement or any post-effective amendment to any New Registration

Statement, in each case declared effective by the Commission after the Commencement Date, the Company shall have delivered or caused

to be delivered to the Transfer Agent (a) irrevocable instructions in the form substantially similar to the Commencement Irrevocable

Transfer Agent Instructions executed by the Company and acknowledged in writing by the Transfer Agent and (b) an opinion of United States

Counsel relating to the removal of restrictive legends from the Shares, in each case modified as necessary to refer to such Registration

Statement or post-effective amendment and the Registrable Securities included therein, to issue the Registrable Securities included therein

as DWAC Shares in accordance with the terms of this Agreement.

(v)

No Material Notices. None of the following events shall have occurred and be continuing: (a) receipt of any request by

the Commission or any other federal or state governmental authority for any additional information relating to the Initial Registration

Statement or any post-effective amendment thereto, any New Registration Statement or any post-effective amendment thereto, or the Prospectus

contained in any of the foregoing or any Prospectus Supplement thereto, or for any amendment of or supplement to the Initial Registration

Statement or any post-effective amendment thereto, any New Registration Statement or any post-effective amendment thereto, or the Prospectus

contained in any of the foregoing or any Prospectus Supplement thereto; (b) the issuance by the Commission or any other federal or state

governmental authority of any stop order suspending the effectiveness of the Initial Registration Statement or any post-effective amendment

thereto, any New Registration Statement or any post-effective amendment thereto, or prohibiting or suspending the use of the Prospectus

contained in any of the foregoing or any Prospectus Supplement thereto, or of the suspension of qualification or exemption from qualification

of the Shares for offering or sale in any jurisdiction, or the initiation or contemplated initiation of any proceeding for such purpose;

or (c) the occurrence of any event or the existence of any condition or state of facts, which makes any statement of a material fact

made in the Initial Registration Statement or any post-effective amendment thereto, any New Registration Statement or any post-effective

amendment thereto, or the Prospectus contained in any of the foregoing or any Prospectus Supplement thereto untrue or which requires

the making of any additions to or changes to the statements then made in the Initial Registration Statement or any post-effective amendment

thereto, any New Registration Statement or any post-effective amendment thereto, or the Prospectus contained in any of the foregoing

or any Prospectus Supplement thereto in order to state a material fact required by the Securities Act to be stated therein or necessary

in order to make the statements then made therein (in the case of the Prospectus or any Prospectus Supplement, in the light of the circumstances

under which they were made) not misleading, or which requires an amendment to the Initial Registration Statement or any post-effective

amendment thereto, any New Registration Statement or any post-effective amendment thereto, or the Prospectus contained in any of the

foregoing or any Prospectus Supplement thereto to comply with the Securities Act or any other law (other than the transactions contemplated

by the applicable VWAP Purchase Notice delivered by the Company to the Investor with respect to a VWAP Purchase to be effected hereunder

on such applicable VWAP Purchase Date and the settlement thereof). The Company shall have no knowledge of any event that would reasonably

be expected to have the effect of causing the suspension of the effectiveness of the Initial Registration Statement or any post-effective

amendment thereto, any New Registration Statement or any post-effective amendment thereto, or the prohibition or suspension of the use

of the Prospectus contained in any of the foregoing or any Prospectus Supplement thereto in connection with the resale of the Registrable

Securities by the Investor.

(vi)

Other Commission Filings. The final Prospectus included in any post-effective amendment to the Initial Registration Statement,

and any Prospectus Supplement thereto, required to be filed by the Company with the Commission pursuant to Section 2.3 after the Commencement

Date and prior to the applicable VWAP Purchase Date, shall have been filed with the Commission in accordance with Section 2.3. The final

Prospectus included in any New Registration Statement and in any post-effective amendment thereto, and any Prospectus Supplement thereto,

required to be filed by the Company with the Commission pursuant to Section 2.3 after the Commencement Date and prior to the applicable

VWAP Purchase Date, shall have been filed with the Commission in accordance with Section 2.3. All reports, schedules, registrations,

forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting

requirements of the Exchange Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the Exchange

Act, after the Commencement Date and prior to the applicable VWAP Purchase Date, shall have been filed with the Commission; provided,

however, that the foregoing shall not apply to the Part III information required to be included in, or incorporated by reference into,

the 2025 Form 10-K (or an amendment thereto on Form 10-K/A) to the extent such information has not been filed as of the Commencement

Date.

(vii)

No Suspension of Trading in or Notice of Delisting of Common Shares. Trading in the Common Shares shall not have been suspended

by the Commission, the Principal Market or the FINRA (except for any suspension of trading of limited duration agreed to by the Company,

which suspension shall be terminated prior to the applicable VWAP Purchase Date), the Company shall not have received any final and non-appealable

notice that the listing or quotation of the Common Shares on the Principal Market shall be terminated on a date certain (unless, prior

to such date certain, the Common Shares is listed or quoted on any other Principal Market), nor shall there have been imposed any suspension

of, or restriction on, accepting additional deposits of the Common Shares, electronic trading or book-entry services by DTC with respect

to the Common Shares that is continuing, the Company shall not have received any notice from DTC to the effect that a suspension of,

or restriction on, accepting additional deposits of the Common Shares, electronic trading or book-entry services by DTC with respect

to the Common Shares is being imposed or is contemplated (unless, prior to such suspension or restriction, DTC shall have notified the

Company in writing that DTC has determined not to impose any such suspension or restriction).

(viii)

Certain Limitations. The issuance and sale of the Shares issuable pursuant to the applicable VWAP Purchase Notice shall

not (a) exceed the applicable VWAP Purchase Share Amount, (b) cause the Aggregate Limit or the Beneficial Ownership Limitation to be

exceeded, or (c) cause the Exchange Cap (to the extent applicable under Section 3.3) to be exceeded, unless in the case of this clause

(c), the Company’s shareholders have theretofore approved the issuance of Common Shares under this Agreement in excess of the Exchange

Cap in accordance with the applicable rules of the Principal Market unless the Company’s shareholders have approved the issuance

of Common Shares pursuant to this Agreement in excess of the Exchange Cap in accordance with the applicable rules of the Principal Market.

(ix)

Shares Authorized and Delivered. All of the Shares issuable pursuant to the applicable VWAP Purchase Notice shall have

been duly authorized by all necessary corporate action of the Company. All Shares relating to all prior VWAP Purchase Notices required

to have been received by the Investor as DWAC Shares under this Agreement prior to the applicable VWAP Purchase Condition Satisfaction

Time for the applicable VWAP Purchase shall have been delivered to the Investor as DWAC Shares in accordance with this Agreement.

(x)

Bring-Down Opinions of Company Counsel, Bring-Down Comfort Letters and Compliance Certificates. The Investor shall have

received (a) all Bring-Down Opinions from Company Counsel for which the Company was obligated to instruct its Company Counsel to deliver

to the Investor prior to the applicable VWAP Purchase Condition Satisfaction Time for the applicable VWAP Purchase, (b) all Bring-Down

comfort letters provided by the Company’s auditors and delivered to the Investor prior to the applicable VWAP Purchase Condition

Satisfaction Time for the applicable VWAP Purchase and (c) all Compliance Certificates from the Company that the Company was obligated

to deliver to the Investor prior to the applicable VWAP Purchase Condition Satisfaction Time for the applicable VWAP Purchase, in each

case in accordance with Section 6.14.

(xi)

Material Non-Public Information. The Company shall not be in possession of any material non-public information concerning

the Company that the Company is required to, but has not, publicly disclosed and, in the Investor’s sole discretion, the Investor,

shall not be in possession of any material non-public information concerning the Company.

(xii)

Minimum Price. The applicable VWAP Purchase Price shall be equal to or greater than the Threshold Price.

ARTICLE

VIII

TERMINATION

Section

8.1 Automatic Termination. Unless earlier terminated as provided hereunder, this Agreement shall terminate automatically on

the earliest to occur of (i) the first day of the month next following the 24-month anniversary of the Effective Date of the Initial

Registration Statement, (ii) the date on which the Investor shall have purchased the Total Commitment worth of Shares pursuant to this

Agreement, (iii) the date on which the Common Shares shall have failed to be listed or quoted on the Principal Market or any other Principal

Market, (iv) the thirtieth (30th) Trading Day next following the date on which, pursuant to or within the meaning of any Bankruptcy

Law, the Company commences a voluntary case or any Person commences a proceeding against the Company, in each case that is not discharged

or dismissed prior to such thirtieth (30th) Trading Day, and (v) the date on which, pursuant to or within the meaning of any

Bankruptcy Law, a Custodian is appointed for the Company or for all or substantially all of its property, or the Company makes a general

assignment for the benefit of its creditors.

Section

8.2 Other Termination. Subject to Section 8.3, the Company may terminate this Agreement after the Commencement Date effective

upon ten (10) Trading Days’ prior written notice to the Investor in accordance with Section 10.4; provided, however,

that (i) the Company shall have paid the Upfront Fee to the Investor required to be paid pursuant to Section 10.1(ii) of this Agreement,

which shall be non-refundable irrespective of any termination under this Section 8, and (ii) prior to issuing any press release, or making

any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel on

the form and substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may be terminated at any time

by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such

written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon ten (10) Trading

Days’ prior written notice to the Company, which notice shall be made in accordance with Section 10.4 of this Agreement, if: (a)

a Fundamental Transaction shall have occurred; (b) the Company is in breach or default in any material respect of any of its covenants

and agreements in this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within

fifteen (15) Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 10.4 of this Agreement;

(c) while a Registration Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms

of this Agreement and the Investor holds any Registrable Securities, the effectiveness of such Registration Statement, or any post-effective

amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop order by the Commission) or such Registration

Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement thereto otherwise becomes

unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of this

Agreement, and such lapse or unavailability continues for a period of forty-five (45) consecutive Trading Days or for more than an aggregate

of ninety (90) Trading Days in any three hundred and sixty-five (365)-day period, other than due to acts of the Investor; (d) trading

in the Common Shares on the Principal Market (or if the Common Shares is then listed on an Principal Market, trading in the Common Shares

on such Principal Market) shall have been suspended and such suspension continues for a period of five (5) consecutive Trading Days;

or (e) the Company is in material breach or default of any of its covenants and agreements contained in this Agreement, and, if such

breach or default is capable of being cured, such breach or default is not cured within fifteen (15) Trading Days after notice of such

breach or default is delivered to the Company pursuant to Section 10.4 of this Agreement. Unless notification thereof is required elsewhere

in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly

(but in no event later than twenty-four (24) hours) notify the Investor (and, if required under applicable law, including, without limitation,

Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Principal Market (or if the Common

Shares is then listed on an Principal Market, under the applicable rules and regulations of such Principal Market), the Company shall

publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Principal Market

(or such Principal Market, as applicable)) upon becoming aware of any of the events set forth in the immediately preceding sentence.

Section

8.3 Effect of Termination. In the event of termination by the Company or the Investor (other than by mutual termination) pursuant

to Section 8.2, written notice thereof shall forthwith be given to the other party as provided in Section 10.4 and the transactions contemplated

by this Agreement shall be terminated without further action by either party. If this Agreement is terminated as provided in Section

8.1 or Section 8.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article V

(Representations, Warranties and Covenants of the Company), Article IX (Indemnification), Article X (Miscellaneous) and this Article

VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor

owns any Shares, the covenants and agreements of the Company contained in Article VI (Additional Covenants) shall remain in full force

and notwithstanding such termination for a period of thirty (30) days following such termination. Notwithstanding anything in this Agreement

to the contrary, no termination of this Agreement by any party shall (i) become effective prior to the second (2nd) Trading Day immediately

following the date on which the purchase of Shares by the Investor pursuant to any pending VWAP Purchase has been fully settled, including,

without limitation, the delivery by the Company to the Investor of all Shares purchased by the Investor pursuant to such pending VWAP

Purchase as DWAC Shares on the applicable VWAP Purchase Share Delivery Date therefor, and the delivery by the Investor to the Company

of the aggregate VWAP Purchase Price payable by the Investor for such Shares, in each case in accordance with the settlement procedures

set forth in Section 3.2 of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall limit,

alter, modify, change or otherwise affect any of the Company’s or the Investor’s rights or obligations under the Transaction

Documents with respect to any pending VWAP Purchase that has not fully settled, and that the parties shall fully perform their respective

obligations with respect to any such pending VWAP Purchase under the Transaction Documents), (ii) limit, alter, modify, change or otherwise

affect the Company’s or the Investor’s rights or obligations under this Agreement as they relate to the Initial Registration

Statement or the New Registration Statement and the maintenance of their continued effectiveness, all of which shall survive any such

termination, or (iii) affect the Upfront Fee payable to the Investor pursuant to Section 10.1(ii). Nothing in this Section 8.3 shall

be deemed to release the Company or the Investor from any liability for any breach or default under this Agreement or any of the other

Transaction Documents to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance

by the other party of its obligations under this Agreement or any of the other Transaction Documents to which it is a party.

ARTICLE

INDEMNIFICATION

Section

9.1 Indemnification of Investor. In consideration of the Investor’s execution and delivery of this Agreement and acquiring

the Shares hereunder and in addition to all of the Company’s other obligations under the Transaction Documents to which it is a

party, subject to the provisions of this Section 9.1, the Company shall indemnify and hold harmless the Investor, its affiliates, each

of their respective directors, officers, shareholders, members, partners, employees, representatives and agents (and any other Persons

with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) and each

Person, if any, who controls the Investor within the meaning of the Securities Act or the Exchange Act) and each of the directors, officers,

shareholders, members, partners, employees, agents, and representatives (and any other Persons with a functionally equivalent role of

a Person holding such titles notwithstanding the lack of such title or any other title) of such controlling person (each, an “Investor

Party”), from and against all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses (including

all judgments, amounts paid in settlement, court costs, reasonable attorneys’ fees and costs of defense and investigation) (collectively,

“Damages”) that any Investor Party has suffered or incurred (a) as a result of, relating to or arising out

of, or based upon any untrue statement or alleged untrue statement of a material fact contained in any Commission Document (or any amendment

thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements

therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any Commission

Document, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the

light of the circumstances under which they were made, not misleading; provided, however, that this indemnity in (a) shall

not apply to any loss, liability, claim, damage or expense to the extent arising out of an untrue statement or omission, or alleged untrue

statement or omission in a Commission Document, made in reliance upon and in conformity with information furnished in writing to the

Company by the Investor for the Company’s express use in connection with the preparation of the Registration Statement, Prospectus

or Prospectus Supplement or any such amendment thereof or supplement thereto (it being hereby acknowledged and agreed that the written

information set forth on Exhibit B to this Agreement is the only written information furnished to the Company by or on behalf

of the Investor expressly for use in any Registration Statement, Prospectus or Prospectus Supplement), (b) to the extent of the aggregate

amount paid in settlement of any litigation, or any investigation or proceeding by any Governmental Authority, commenced or threatened,

or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided

that any such settlement is effected with the written consent of the Company, which consent shall not unreasonably be delayed, conditioned

or withheld, (c) in investigating, preparing or defending against any litigation, or any investigation or proceeding by any Governmental

Authority, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue

statement or omission (whether or not a party), to the extent that any such expense is not paid under (a) or (b) above, (d) as a result

of, relating to or arising out of any breach by the Company of its representations, warranties, covenants or agreements under this Agreement,

or (e) as a result of, relating to or arising out of any other action, suit, claim or proceeding against an Investor Party arising out

of or otherwise in connection with the Transaction Documents (except in the case of subsection (e), solely to the extent any Damage is

determined by a court of competent jurisdiction, not subject to further appeal, to have resulted primarily and directly from the bad

faith or gross negligence of such Investor Party).

The

Company shall reimburse any Investor Party promptly upon demand (with accompanying presentation of documentary evidence) for all legal

and other costs and expenses reasonably incurred by such Investor Party in connection with (i) any action, suit, claim or proceeding,

whether at law or in equity, to enforce compliance by the Company with any provision of the Transaction Documents or (ii) any other any

action, suit, claim or proceeding, whether at law or in equity, with respect to which it is entitled to indemnification under this Section

9.1. To the extent that the foregoing undertakings by the Company set forth in this Section 9.1 may be unenforceable for any reason,

the Company shall make the maximum contribution to the payment and satisfaction of each of the Damages which is permissible under applicable

law, provided that in no event shall the Investor be obligated to contribute any amount in excess of the fees it actually receives pursuant

to this Agreement.

Section

9.2 Indemnification of the Company. In consideration of the Company’s execution and delivery of this Agreement and sale

of the Shares hereunder and in addition to all of the Investor’s other obligations under the Transaction Documents to which it

is a party, subject to the provisions of this Section 9.2, the Investor shall indemnify and hold harmless the Company, its affiliates,

each of their respective directors, officers, shareholders, members, partners, employees, representatives and agents (and any other Persons

with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) and each

Person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act) and each of the directors, officers,

shareholders, members, partners, employees, agents, and representatives (and any other Persons with a functionally equivalent role of

a Person holding such titles notwithstanding the lack of such title or any other title) of such controlling person (each, a “Company

Party”), from and against Damages that any Company Party may suffer or incur in connection with the claims described in

clauses (a), (b), (c), (d) and (e) of Section 9.1; provided that, such indemnity shall only be required if the Damages occurred as a

result of an untrue statement or omission, or alleged untrue statement or omission in a Commission Document, made in reliance upon and

in conformity with information furnished in writing to the Company by the Investor for the Company’s express for use in connection

with the preparation of the Registration Statement, Prospectus or Prospectus Supplement or any such amendment thereof or supplement thereto

(it being hereby acknowledged and agreed that the written information set forth in a customary selling shareholder questionnaire is the

only written information furnished to the Company by or on behalf of the Investor expressly for use in any Registration Statement, Prospectus

or Prospectus Supplement).

Section

9.3 Indemnification Procedures.

(a)

Promptly after an Investor Party receives notice of a claim or the commencement of an action for which the Investor Party intends to

seek indemnification under Section 9.1, the Investor Party will notify the Company in writing of the claim or commencement of the action,

suit or proceeding; provided, however, that failure to notify the Company will not relieve the Company from liability under

Section 9.1, unless and solely to the extent it has been materially prejudiced by the failure to give such notice as evidenced by the

forfeiture of by the Company of substantive rights or defenses. The Company will be entitled to participate in the defense of any claim,

action, suit or proceeding as to which indemnification is being sought, and if the Company acknowledges in writing the obligation to

indemnify the Investor Party against whom the claim or action is brought, the Company may (but will not be required to) assume the defense

against the claim, action, suit or proceeding with counsel satisfactory to it. After the Company notifies the Investor Party that the

Company wishes to assume the defense of a claim, action, suit or proceeding, the Company will not be liable for any further legal or

other expenses incurred by the Investor Party in connection with the defense against the claim, action, suit or proceeding unless (1)

the employment of counsel by the Investor Party has been authorized in writing by the Company, (2) the Investor Party has reasonably

concluded (based on advice of counsel) that there may be legal defenses available to it or another Investor Party that are different

from or in addition to those available to the Company, (3) a conflict or potential conflict exists (based on advice of counsel to the

Investor Party) between an Investor Party and the Company (in which case the Company will not have the right to direct the defense of

such action on behalf of the indemnified party) or (4) the Company has not in fact employed counsel to assume the defense of such action

or counsel reasonably satisfactory to the indemnified party, in each case, within a reasonable time after receiving notice of the commencement

of the action; in each of which cases the reasonable fees, disbursements and other charges of counsel will be at the expense of the Company.

It is understood that the Company shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable

for the reasonable fees, disbursements and other charges of more than one separate firm (plus local counsel) admitted to practice in

such jurisdiction at any one time for all such similarly situated Investor Parties. The Company will not be liable for any settlement

of any action effected without its prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned. The

Company shall not, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment

in any pending or threatened claim, action or proceeding relating to the matters contemplated by this section (whether or not any indemnified

party is a party thereto), unless such settlement, compromise or consent (1) includes an express and unconditional release of each indemnified

party, in form and substance reasonably satisfactory to such indemnified party, from all liability arising out of such litigation, investigation,

proceeding or claim and (2) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf

of any indemnified party.

(b)

In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in the foregoing paragraphs

of this Article IX for any reason is held to be unavailable or insufficient to hold an Investor Party harmless, the Company and the Investor

Party will contribute to the total losses, claims, liabilities, expenses and damages (including any investigative, legal and other expenses

reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to

which the Company and the Investor Party may be subject in such proportion as shall be appropriate to reflect the relative benefits received

by the Company on the one hand and the Investor on the other hand. The relative benefits received by the Company on the one hand and

the Investor Party on the other hand shall be deemed to be in the same proportion as the total net proceeds from the aggregate of all

VWAP Purchase Amounts (before deducting expenses) received by the Company bear to the total compensation received by the Investor from

the Company pursuant to this Agreement. If, but only if, the allocation provided by the foregoing sentence is not permitted by applicable

law, the allocation of contribution shall be made in such proportion as is appropriate to reflect not only the relative benefits referred

to in the foregoing sentence but also the relative fault of the Company, on the one hand, and the Investor Party, on the other hand,

with respect to the statements or omission that resulted in such loss, claim, liability, expense or damage, or action in respect thereof,

as well as any other relevant equitable considerations with respect to such offering. Such relative fault shall be determined by reference

to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a

material fact relates to information supplied by the Company or the Investor Party, the intent of the parties and their relative knowledge,

access to information and opportunity to correct or prevent such statement or omission. The Company and the Investor Party agree that

it would not be just and equitable if contributions pursuant to this Section 9.3(b) were to be determined by pro rata allocation or by

any other method of allocation that does not take into account the equitable considerations referred to herein. The amount paid or payable

by an indemnified party as a result of the loss, claim, liability, expense, or damage, or action in respect thereof, referred to above

in this Section 9.3(b) shall be deemed to include, for the purpose of this Section 9.3(b), any legal or other expenses reasonably incurred

by such indemnified party in connection with investigating or defending any such action or claim to the extent consistent with Section

9.3(a) hereof. Notwithstanding the foregoing provisions of this Section 9.3(b), the Investor shall not be required to contribute any

amount in excess of the commissions received by it under this Agreement and no person found guilty of fraudulent misrepresentation (within

the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person who was not guilty of such fraudulent

misrepresentation. For purposes of this Section 9.3(b), any person who controls a party to this Agreement within the meaning of the Securities

Act, any affiliates of the Investor Party and any officers, directors, partners, employees or agents of the Investor Party or any of

its affiliates, will have the same rights to contribution as that party, and each director of the Company and each officer of the Company

who signed the Registration Statement will have the same rights to contribution as the Company, subject in each case to the provisions

hereof. Any party entitled to contribution, promptly after receipt of notice of commencement of any action against such party in respect

of which a claim for contribution may be made under this Section 9.3(b), will notify any such party or parties from whom contribution

may be sought, but the omission to so notify will not relieve that party or parties from whom contribution may be sought from any other

obligation it or they may have under this Section 9.3(b) except to the extent that the failure to so notify such other party materially

prejudiced the substantive rights or defenses of the party from whom contribution is sought. No party will be liable for contribution

with respect to any action or claim settled without its written consent if such consent is required pursuant to Section 9.3(a) hereof.

(c)

The Company Party shall provide equivalent notice to the Investor in the case the Company seeks indemnification or contribution from

the Investor pursuant to Section 9.2.

The

remedies provided for in this Article IX are not exclusive and shall not limit any rights or remedies which may otherwise be available

to any Investor Party at law or in equity.

ARTICLE

MISCELLANEOUS

Section

10.1 Certain Fees and Expenses; Upfront Fee; Commencement Irrevocable Transfer Agent Instructions.

(i)

Certain Fees and Expenses. Each party shall bear its own fees and expenses related to the transactions contemplated by

this Agreement . The Company shall pay all U.S. federal, state and local stamp and other similar transfer and other taxes (other than

income taxes) and duties levied in connection with issuance of the Shares pursuant hereto.

(ii)

Upfront Fee. In consideration of the Investor’s execution and delivery of this Agreement, the Company shall pay to the Investor

a one-time fee of One Hundred Thousand Dollars ($100,000) (the “Upfront Fee”), payable in cash by wire transfer of immediately

available funds on the date of this Agreement. The Upfront Fee shall be fully earned as of the date of this Agreement and shall be non-refundable.

(iii)

Irrevocable Transfer Agent Instructions; Opinion of Counsel. On the Effective Date of the Initial Registration Statement

and prior to Commencement, the Company shall deliver or cause to be delivered to its Transfer Agent (and thereafter, shall deliver or

cause to be delivered to any subsequent transfer agent of the Company), (i) irrevocable instructions executed by the Company and delivered

to the Company’s transfer agent (the “Commencement Irrevocable Transfer Agent Instructions”) directing

the Transfer Agent to issue to the Investor or its designated Broker-Dealer at which the account or accounts to be credited with the

Shares being purchased by Investor are maintained any Registrable Securities included in the Initial Registration Statement as DWAC Shares,

if and when such Registrable Securities are issued in accordance with this Agreement and (ii) an opinion of United States Counsel as

contemplated by this Agreement relating to the Initial Registration Statement and the removal of restrictive legends from the Shares.

With respect to any post-effective amendment to the Initial Registration Statement, any New Registration Statement or any post-effective

amendment to any New Registration Statement, in each case declared effective by the Commission after the Commencement Date, the Company

shall deliver or cause to be delivered to its Transfer Agent (and thereafter, shall deliver or cause to be delivered to any subsequent

transfer agent of the Company) (i) irrevocable instructions in the form substantially similar to the Commencement Irrevocable Transfer

Agent Instructions executed by the Company and acknowledged in writing by the Transfer Agent and (ii) an opinion of United States Counsel,

in each case modified as necessary to refer to such Registration Statement or post-effective amendment and the Registrable Securities

included therein, to issue the Registrable Securities included therein as DWAC Shares in accordance with the terms of this Agreement.

For the avoidance of doubt, all Shares to be issued in respect of any VWAP Purchase Notice delivered to the Investor pursuant to this

Agreement shall be issued to the Investor in accordance with Section 3.2 by crediting the Investor’s account at DTC as DWAC Shares,

and the Company shall not take any action or give instructions to any transfer agent of the Company otherwise. The Company represents

and warrants to the Investor that, while this Agreement is effective, no instruction other than those referred to in this Section 10.1(iii)

will be given by the Company to its Transfer Agent, or any successor transfer agent of the Company, with respect to the Shares from and

after Commencement, and the Registrable Securities covered by the Initial Registration Statement or any post-effective amendment thereof,

or any New Registration Statement or post-effective amendment thereof, as applicable, shall otherwise be freely transferable on the books

and records of the Company and no stop transfer instructions shall be maintained against the transfer thereof. The Company agrees that

if the Company fails to fully comply with the provisions of this Section 10.1(iii) within three (3) Trading Days after the date on which

the Investor has provided any deliverables that the Investor may be required to provide to the Company or its Transfer Agent (if any),

the Company shall, at the Investor’s written instruction, purchase from the Investor all Common Shares purchased or acquired by

the Investor pursuant to this Agreement that contain any restrictive legend or that have any stop transfer orders maintained that prohibit

or impede the transfer thereof in any respect at the greater of (i) the purchase price paid by the Investor for such Common Shares (as

applicable) and (ii) the Closing Sale Price of the Common Shares on the date of the Investor’s written instruction.

Section

10.2 Specific Enforcement, Consent to Jurisdiction, Waiver of Jury Trial.

(i)

The Company and the Investor acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this

Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that either

party shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement by the other

party and to enforce specifically the terms and provisions hereof (without the necessity of showing economic loss and without any bond

or other security being required), this being in addition to any other remedy to which either party may be entitled by law or equity.

(ii)

Any dispute, controversy, or claim arising out of or in connection with this Agreement, including any question regarding its existence,

validity, or termination, shall be referred to and finally resolved by arbitration administered by the New York International Arbitration

Center in accordance with the New York International Arbitration Center Administered Arbitration Rules in force at the time of the arbitration.

The seat of the arbitration shall be New York, New York. The arbitration tribunal shall consist of one (1) arbitrator. The language of

the arbitration shall be English. The parties agree that any arbitration award rendered hereunder may be enforced in any court of competent

jurisdiction.

(iii)

EACH OF THE COMPANY AND THE INVESTOR HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL

BY JURY IN RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS

CONTEMPLATED HEREBY OR DISPUTES RELATING HERETO. EACH OF THE COMPANY AND THE INVESTOR (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR

ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK

TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN TO ENTER INTO THIS AGREEMENT BY,

AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.2.

Section

10.3 Entire Agreement. The Transaction Documents set forth the entire agreement and understanding of the parties with respect

to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings between the parties,

both oral and written, with respect to such matters. There are no promises, undertakings, representations or warranties by either party

relative to subject matter hereof not expressly set forth in the Transaction Documents. All exhibits to this Agreement are hereby incorporated

by reference in, and made a part of, this Agreement as if set forth in full herein.

Section

10.4 Notices. Any notice, demand, request, waiver or other communication required or permitted to be given hereunder shall

be in writing and shall be effective (a) upon hand delivery or electronic mail delivery at the address or number designated below (if

delivered on a business day during normal business hours where such notice is to be received), or the first business day following such

delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second

business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt

of such mailing, whichever shall first occur. The address for such communications shall be:

to the Company:

Jay

Sheng, Chief Financial Officer AIxCrypto Holdings, Inc.

1990

E. Grand Ave.

Segundo, CA 90245

With

a copy (which shall not constitute notice) to: Loeb & Loeb LLP

345

Park Avenue

New

York, NY 10154

Telephone:

(212) 407-4000

Attention:

Hermione Krumm, Esq.

Email: hkrumm@loeb.com

Loeb

& Loeb LLP

2206-19 Jardine House

Connaught Place

Central, Hong Kong SAR

Telephone:

852-3923-1111

Attention:

Henry Yin, Esq.; Benjamin Yao, Esq.

Email: henry.yin@loeb.com; byao@loeb.com

to the Investor:

Gold

King Arthur Holding Limited

H020

3/F Phase 2 Kwai Shing

Ind

Building 42-46 Tai Lin Pai

Rd,

Kwai Chung

Hong

Kong SAR

Telephone:

+1 424-540-0044

Attention:

Shawn Wang

Email:

shawn.wang830927@gmail.com

Either

party hereto may from time to time change its address for notices by giving at least five (5) days’ advance written notice of such

changed address to the other party hereto.

Section

10.5 Waivers. No provision of this Agreement may be waived by the parties from and after the date that is one (1) Trading

Day immediately preceding the filing of the Initial Registration Statement with the Commission. Subject to the immediately preceding

sentence, no provision of this Agreement may be waived other than in a written instrument signed by the party against whom enforcement

of such waiver is sought. No failure or delay in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof,

nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercises thereof or of any

other right, power or privilege.

Section

10.6 Amendments. No provision of this Agreement may be amended by the parties from and after the date that is one (1) Trading

Day immediately preceding the filing of the Initial Registration Statement with the Commission. Subject to the immediately preceding

sentence, no provision of this Agreement may be amended other than by a written instrument signed by both parties hereto.

Section

10.7 Headings. The article, section and subsection headings in this Agreement are for convenience only and shall not constitute

a part of this Agreement for any other purpose and shall not be deemed to limit or affect any of the provisions hereof. Unless the context

clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular and plural forms

thereof. The terms “including,” “includes,” “include” and words of like import shall be construed

broadly as if followed by the words “without limitation.” The terms “herein,” “hereunder,” “hereof”

and words of like import refer to this entire Agreement instead of just the provision in which they are found.

Section

10.8 Construction. The parties agree that each of them and their respective counsel has 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. In addition, each and every reference

to share prices (including the Threshold Price) and number of Common Shares in any Transaction Document shall, in all cases, be subject

to adjustment for any stock splits, stock combinations, stock dividends, recapitalizations, reorganizations and other similar transactions

that occur on or after the date of this Agreement. Any reference in this Agreement to “Dollars” or “$” shall

mean the lawful currency of the United States of America. Any references to “Section” or “Article” in this Agreement

shall, unless otherwise expressly stated herein, refer to the applicable Section or Article of this Agreement.

Section

10.9 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective

successors. Neither the Company nor the Investor may assign this Agreement or any of their respective rights or obligations hereunder

to any Person.

Section

10.10 No Third Party Beneficiaries. Except as expressly provided in Article IX, this Agreement is intended only for the benefit

of the parties hereto and their respective successors, and is not for the benefit of, nor may any provision hereof be enforced by, any

other Person.

Section

10.11 Governing Law. This Agreement shall be governed by and construed in accordance with the internal procedural and substantive

laws of the State of New York, without giving effect to the choice of law provisions of such state that would cause the application of

the laws of any other jurisdiction.

Section

10.12 Survival. The representations, warranties, covenants and agreements of the Company and the Investor contained in this

Agreement shall survive the execution and delivery hereof until the termination of this Agreement; provided, however, that

(i) the provisions of Section 6.3, Article VIII (Termination), Article IX (Indemnification) and this Article X (Miscellaneous) shall

remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor owns any Shares, the

covenants and agreements of the Company and the Investor contained in Article VI (Additional Covenants), shall remain in full force and

effect notwithstanding such termination for a period of thirty (30) days following such termination.

Section

10.13 Counterparts. This Agreement may be executed in two (2) or more identical counterparts, all of which shall be considered

one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party;

provided that a facsimile signature or signature delivered by e-mail in a “.pdf” format data file, including any electronic

signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com, www.echosign.adobe.com, etc., shall be considered

due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original signature.

Section

10.14 Publicity. The Company shall afford the Investor and its counsel with a reasonable opportunity to review and comment

upon, shall consult with the Investor and its counsel on the form and substance of, and shall give due consideration to all such comments

from the Investor or its counsel on, any press release, Commission filing or any other public disclosure made by or on behalf of the

Company relating to the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated

thereby, prior to the issuance, filing or public disclosure thereof. For the avoidance of doubt, the Company shall not be required to

submit for review any such disclosure (i) contained in periodic reports filed with the Commission under the Exchange Act if it shall

have previously provided the same disclosure to the Investor or its counsel for review in connection with a previous filing or (ii) any

Prospectus Supplement if it contains disclosure that does not reference the Investor, its purchases hereunder or any aspect of the Transaction

Documents or the transactions contemplated thereby.

Section

10.15 Severability. The provisions of this Agreement are severable and, in the event that any court of competent jurisdiction

shall determine that any one or more of the provisions or part of the provisions contained in this Agreement shall, for any reason, be

held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other

provision or part of a provision of this Agreement, and this Agreement shall be reformed and construed as if such invalid or illegal

or unenforceable provision, or part of such provision, had never been contained herein, so that such provisions would be valid, legal

and enforceable to the maximum extent possible.

Section

10.16 Further Assurances. From and after the Closing Date, upon the request of the Investor or the Company, each of the Company

and the Investor shall execute and deliver such instrument, documents and other writings as may be reasonably necessary or desirable

to confirm and carry out and to effectuate fully the intent and purposes of this Agreement.

[Signature

Page Follows]

WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officer as of the

date first above written.

AIxCrypto Holdings, Inc.

By:

/s/

Jerry Wang

Name:

Jerry Wang

Title:

Chief Executive Officer

Gold King Arthur Holding Limited

By:

/s/ Shawn Wang

Name:

Shawn Wang

Title:

Director

[Signature

Page to Common Shares Purchase Agreement]

ANNEX

I TO THE

COMMON

SHARES PURCHASE AGREEMENT

DEFINITIONS

“Accountants”

shall have the meaning assigned to such term in Section 5.7(c) of this Agreement.

“Affiliate”

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

control with a Person, as such terms are used in and construed under Rule 144.

“Aggregate

Limit” shall have the meaning assigned to such term in Section 2.1 of this Agreement.

“Agreement”

shall have the meaning assigned to such term in the introductory paragraph hereto.

“Allowable

Grace Period” shall have the meaning assigned to such term in Section 6.3(vi)(m) of this Agreement.

“Anti-Corruption

Laws” shall have the meaning assigned to such term in Section 5.21. “Applicable Laws” shall have

the meaning assigned to such term in Section 5.14 of this Agreement. “Authorizations” shall have the meaning

assigned to such term in Section 5.14 of this Agreement.

“Bankruptcy

Law” shall mean Title 11, U.S. Code, or any similar U.S. federal or state law for the relief of debtors.

“Beneficial

Ownership Limitation” shall have the meaning assigned to such term in Section 3.4 of this Agreement.

“Block”

shall mean any trade in excess of 10,000 Common Shares on a single Trading Day to a single purchaser, as reported by Bloomberg through

its “AQR” function.

“Bloomberg”

shall mean Bloomberg, L.P.

“Broker-Dealer”

shall have the meaning assigned to such term in Section 6.12 of this Agreement.

“Bring-Down

Opinion” shall have the meaning assigned to such term in Section 6.14 of this Agreement.

“CCPA”

shall have the meaning assigned to such term in Section 5.37(a) of this Agreement. “Closing” shall have the

meaning assigned to such term in Section 2.2 of this Agreement. “Closing Date” shall mean the date of this

Agreement.

“Closing

Sale Price” shall mean, for the Common Shares as of any date, the last closing trade price for the Common Shares on the

Principal Market, as reported by Bloomberg, or, if the Principal Market begins to operate on an extended hours basis and does not designate

the closing trade price for the Common Shares, then the last trade price for the Common Shares prior to 4:00 p.m., New York City time,

as reported by Bloomberg. All such determinations shall be appropriately adjusted for any stock splits, stock dividends, stock combinations,

recapitalizations or other similar transactions during such period.

Annex I

“Code”

shall have the meaning assigned to such term in Section 5.28 of this Agreement.

“Commencement”

shall have the meaning assigned to such term in the recitals of this Agreement.

“Commencement

Date” shall have the meaning assigned to such term in Section 3.1 of this Agreement.

“Commencement

Irrevocable Transfer Agent Instructions” shall have the meaning assigned to such term in Section 10.1(iii) of this Agreement.

“Commission”

shall mean the U.S. Securities and Exchange Commission or any successor entity.

“Commission

Documents” shall mean the Initial Registration Statement (or any post-effective amendment thereto), any New Registration

Statement (or any post-effective amendment thereto) and all documents that have been and heretofore shall be incorporated by reference

therein, including all reports, schedules, registrations, forms, statements, information and other documents filed with or furnished

to the Commission by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act if applicable, any Prospectus contained

in the Initial Registration Statement or New Registration Statement and each Prospectus Supplement thereto.

“Common

Shares” shall have the meaning assigned to such term in the recitals of this Agreement.

“Common

Shares Equivalents” shall mean any securities of the Company or its Subsidiaries which entitle the holder thereof to acquire

at any time Common Shares, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that

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

“Company”

shall have the meaning assigned to such term in the introductory paragraph of this Agreement.

“Company

Counsel” shall have the meaning assigned to such term in Section 6.3(ii) of this Agreement.

“Company

Party” shall have the meaning assigned to such term in Section 9.2 of this Agreement.

“Compliance

Certificate” shall have the meaning assigned to such term in Section 7.1(iv) of this Agreement.

“Confidential

Data” shall have the meaning assigned to such term in Section 5.37(a) of this Agreement.

“Current

Report” shall have the meaning assigned to such term in Section 2.3 of this Agreement.

“Custodian”

shall mean any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.

“Damages”

shall have the meaning assigned to such term in Section 9.1 of this Agreement.

“Draw

Fee” shall have the meaning assigned to such term in Section 3.2 of this Agreement.

“DTC”

shall mean The Depository Trust Company, a subsidiary of The Depository Trust & Clearing Corporation, or any successor thereto.

“DWAC”

shall have the meaning assigned to such term in Section 5.35 of this Agreement.

“DWAC

Shares” shall mean Common Shares issued pursuant to this Agreement that are (i) issued in electronic form, (ii) freely

tradable and transferable and without restriction on resale and without stop transfer instructions maintained against the transfer thereof

and (iii) timely credited by the Company to the Investor’s or its designated Broker-Dealer at which the account or accounts to

be credited with the Shares being purchased by Investor are maintained specified DWAC account with DTC under its Fast Automated Securities

Transfer (FAST) Program, or any similar program hereafter adopted by DTC performing substantially the same function.

“EDGAR”

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

“Effective

Date” shall mean, with respect to the Initial Registration Statement filed pursuant to this Agreement (or any post-effective

amendment thereto) or any New Registration Statement filed pursuant to this Agreement (or any post-effective amendment thereto), as applicable,

the date on which the Initial Registration Statement (or any post-effective amendment thereto) or any New Registration Statement (or

any post-effective amendment thereto) is declared effective by the Commission.

“Entity”

shall have the meaning assigned to such term in Section 5.36 of this Agreement.

“Environmental

Laws” shall have the meaning assigned to such term in Section 5.20 of this Agreement.

“Exchange

Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder.

“Exchange

Cap” shall have the meaning assigned to such term in Section 3.3 of this Agreement. “FDA” shall

mean the United States Food and Drug Administration.

“FINRA”

shall mean the Financial Industry Regulatory Authority.

“Fundamental

Transaction” shall mean that (i) the Company shall, directly or indirectly, in one or more related transactions, (1) consolidate

or merge with or into (whether or not the Company is the surviving corporation) another Person, with the result that the holders of the

Company’s capital stock immediately prior to such consolidation or merger together beneficially own less than 50% of the outstanding

voting power of the surviving or resulting corporation, or (2) sell, lease, license, assign, transfer, convey or otherwise dispose of

all or substantially all of the properties or assets of the Company to another Person, or (3) take action to facilitate a purchase, tender

or exchange offer by another Person that is accepted by the holders of more than 50% of the outstanding Common Shares (excluding any

Common Shares held by the Person or Persons making or party to, or associated or affiliated with the Persons making or party to, such

purchase, tender or exchange offer), or (4) consummate a stock or share purchase agreement or other business combination (including,

without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person

acquires more than 50% of the outstanding Common Shares (not including any Common Shares held by the other Person or other Persons making

or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business

combination), or (5) reorganize, recapitalize or reclassify its Common Shares, or (ii) any “person” or “group”

(as these terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act) is or shall become the “beneficial owner”

(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented

by issued and outstanding Common Shares.

“GAAP”

shall have the meaning assigned to such term in Section 5.7(b) of this Agreement. “GDPR” shall have the meaning

assigned to such term in Section 5.37(a) of this Agreement.

“Governmental

Authority” shall mean (i) any federal, provincial, state, local, municipal, national or international government or governmental

authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, court,

tribunal, arbitrator or arbitral body (public or private); (ii) any self-regulatory organization; or (iii) any political subdivision

of any of the foregoing.

“Hazardous

Materials” shall have the meaning assigned to such term in Section 5.20 of this Agreement.

“HIPAA”

shall have the meaning assigned to such term in Section 5.37(a) of this Agreement.

“Initial

Registration Statement” shall have the meaning assigned to such term in Section 6.3(i) of this Agreement.

“Investment

Period” shall mean the period commencing on the Effective Date of the Initial Registration Statement and expiring on the

date this Agreement is terminated pursuant to Article VIII.

“Investor”

shall have the meaning assigned to such term in the introductory paragraph of this Agreement.

“Investor

Party” shall have the meaning assigned to such term in Section 9.1 of this Agreement. “IT Systems”

shall have the meaning assigned to such term in Section 5.37(a) of this Agreement.

“Money

Laundering Laws” shall have the meaning assigned to such term in Section 5.22 of this Agreement.

“New

Registration Statement” shall have the meaning assigned to such term in Section 6.3(iii) of this Agreement.

“Net

Settlement Amount” shall have the meaning assigned to such term in Section 3.2 of this Agreement.

“OFAC”

shall have the meaning assigned to such term in Section 5.36 of this Agreement.

“Post-Effective

Amendment Period” shall mean the period commencing at 9:30 a.m., New York City time, on the fifth (5th) Trading Day immediately

prior to the filing of any post-effective amendment to the Initial Registration Statement or any New Registration Statement, and ending

at 9:30 a.m., New York City time, on the Trading Day immediately following, the Effective Date of such post-effective amendment.

“Permits”

shall have the meaning assigned to such term in Section 5.19 of this Agreement.

“Person”

shall mean any person or entity, whether a natural person, trustee, corporation, partnership, limited partnership, limited liability

company, trust, unincorporated organization, business association, firm, joint venture, governmental agency or authority.

“Personal

Data” shall have the meaning assigned to such term in Section 5.37(a) of this Agreement.

“Policies”

shall have the meaning assigned to such term in Section 5.37(b) of this Agreement.

“Principal

Market” shall mean the Nasdaq Capital Market; provided however, that in the event the Company’s Common Shares is

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

then the “Principal Market” shall mean such other market or exchange on which the Company’s Common Shares is then listed

or traded.

“Privacy

Laws” shall have the meaning assigned to such term in Section 5.37(a) of this Agreement.

“Prospectus”

shall mean the prospectus in the form included in a Registration Statement, as supplemented from time to time by any Prospectus Supplement,

including the documents incorporated by reference therein.

“Prospectus

Supplement” shall mean any prospectus supplement to the Prospectus filed with the Commission from time to time pursuant

to Rule 424(b) under the Securities Act, including the documents incorporated by reference therein.

“Registrable

Securities” means all of (i) the Shares and (ii) any capital stock of the Company issued or issuable with respect to such

Shares, including, without limitation, (1) as a result of any stock split, stock dividend, recapitalization, exchange or similar event

or otherwise and (2) shares of capital stock of the Company into which the Common Shares are converted or exchanged and shares of capital

stock of a successor entity into which the Common Shares are converted or exchanged, in each case until such time as such securities

cease to be Registrable Securities. Any Registrable Security shall cease to be a “Registrable Security” at the earliest of

the following: (i) when a Registration Statement covering such Registrable Security becomes or has been declared effective by the Commission

and such Registrable Security has been sold or disposed of pursuant to such effective Registration Statement; (ii) when such Registrable

Security is held by the Company or one of its Subsidiaries; and (iii) the date that is the first (1st) anniversary of the date of termination

of this Agreement.

“Registration

Period” shall have the meaning assigned to such term in Section 6.3(vi)(a) of this Agreement.

“Regulation

D” shall have the meaning assigned to such term in the recitals of this Agreement. “Restricted Period”

shall have the meaning assigned to such term in Section 6.8 of this Agreement.

“Restricted

Person(s)” shall have the meaning assigned to such term in Section 6.8 of this Agreement.

“Rule

144” shall mean Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from

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

“Sale

Price” shall mean any trade price for the Common Shares on the Principal Market during normal trading hours, as reported

by the Principal Market.

“Sanctions”

shall have the meaning assigned to such term in Section 5.36 of this Agreement.

“Sanctioned

Countries” shall have the meaning assigned to such term in Section 5.36 of this Agreement.

“Sarbanes-Oxley

Act” shall have the meaning assigned to such term in Section 5.7(c) of this Agreement.

“SEC”

shall mean the U.S. Securities and Exchange Commission.

“Section

4(a)(2)” shall have the meaning assigned to such term in the recitals of this Agreement.

“Securities

Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder.

“Share

Cap” shall have the meaning assigned to such term in Section 5.5 of this Agreement.

“Shares”

shall mean the Common Shares that are and/or may be purchased by the Investor under this Agreement pursuant to one or more VWAP Purchase

Notices.

“Short

Sales” shall mean “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange

Act.

“Staff”

shall have the meaning assigned to such term in Section 6.3(iii) of this Agreement.

“Subsidiary”

shall mean any corporation or other entity of which at least a majority of the securities or other ownership interest having ordinary

voting power for the election of directors or other persons performing similar functions are at the time owned directly or indirectly

by the Company and/or any of its other Subsidiaries.

“Threshold

Price” shall mean with respect to any particular VWAP Purchase Notice, the greater of (i) 90% of the VWAP on the Trading

Day immediately preceding the VWAP Purchase Date but not less than $1.00 or (ii) such higher or lower price as set forth by the Company

in the VWAP Purchase Notice.

“Total

Commitment” shall have the meaning assigned to such term in the Recital of this Agreement.

“Trading

Day” shall mean any day on which the Principal Market or, if the Common Shares is then listed on an alternative Principal

Market, such Principal Market is open for trading (regular way), including any day on which the Principal Market (or such alternative

Principal Market, as applicable) is open for trading (regular way) for a period of time less than the customary time.

“Transaction

Documents” shall mean, collectively, this Agreement (as qualified by the Commission Documents) and the exhibits hereto

and each of the other agreements, documents, certificates and instruments entered into or furnished by the parties hereto in connection

with the transactions contemplated hereby and thereby.

“Transfer

Agent” shall mean Continental Stock Transfer & Trust Company, LLC, the sole transfer agent and branch registrar of

the Company or any successor thereto.

“Variable

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

are convertible into, exchangeable or exercisable for, or include the right to receive additional Common Shares or Common Shares Equivalents

either (A) at a conversion price, exercise price, exchange rate or other price that is based upon and/or varies with the trading prices

of or quotations for the Common Shares at any time after the initial issuance of such equity or debt securities, or (B) with a conversion,

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

or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market

for the Common Shares (including, without limitation, any “full ratchet” or “weighted average” anti-dilution

provisions, but not including any standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, stock

split or other similar transaction), (ii) issues or sells any equity or debt securities, including without limitation, Common Shares

or Common Shares Equivalents, either (A) at a price that is subject to being reset at some future date after the initial issuance of

such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business

of the Company or the market for the Common Shares (other than standard anti-dilution protection for any reorganization, recapitalization,

non-cash dividend, stock split or other similar transaction), or (B) that are subject to or contain any put, call, redemption, buy-back,

price-reset or other similar provision or mechanism (including, without limitation, a “Black-Scholes” put or call right,

other than in connection with a “fundamental transaction”) that provides for the issuance of additional equity securities

of the Company or the payment of cash by the Company, or (iii) enters into any agreement, including, but not limited to, an “equity

line of credit” or “at the market offering” or other continuous offering or similar offering of Common Shares or Common

Shares Equivalents, whereby the Company may sell Common Shares or Common Shares Equivalents at a future determined price.

“VWAP”

shall mean, for the Common Shares for a specified period, the dollar volume-weighted average price for the Common Shares as reported

by Bloomberg through its “AQR” function. All such determinations shall be appropriately adjusted for any stock dividend,

stock split, stock combination, recapitalization or other similar transaction during such period.

“VWAP

Purchase” shall have the meaning assigned to such term in Section 3.1 of this Agreement.

“VWAP

Purchase Amount” shall have the meaning assigned to such term in Section 3.2 of this Agreement.

“VWAP

Purchase Condition Satisfaction Time” shall have the meaning assigned to such term in Section 7.2 of this Agreement.

“VWAP

Purchase Confirmation” shall have the meaning assigned to such term in Section 3.1 of this Agreement.

“VWAP

Purchase Commencement Time” shall mean, with respect to a VWAP Purchase made pursuant to Section 3.1, 9:30:01 a.m., New

York City time, on the applicable VWAP Purchase Date, or such later time on such VWAP Purchase Date publicly announced by the Principal

Market (or, if the Common Shares is then listed on an Principal Market, by such Principal Market) as the official open (or commencement)

of trading (regular way) on the Principal Market (or such Principal Market, as applicable) on such VWAP Purchase Date; provided, however,

that if a VWAP Purchase Notice is delivered after 9:30 a.m., New York City time, on a VWAP Purchase Date, then the VWAP Purchase Commencement

Time shall start only upon receipt by the Company of written confirmation (which may be by email) of acceptance by the Investor, and

which confirmation shall specify the VWAP Purchase Commencement Time.

“VWAP

Purchase Date” shall mean, with respect to a VWAP Purchase made pursuant to Section 3.1, the Trading Day on which the Investor

receives, on such Trading Day, a valid VWAP Purchase Notice for such VWAP Purchase in accordance with this Agreement.

“VWAP

Purchase Maximum Share Percentage” shall mean fifteen percent (15%), unless mutually agreed in writing (which may be by

email) between the Company and Investor prior to delivery of a VWAP Purchase Notice in respect of such VWAP Purchase.

“VWAP

Purchase Notice” shall mean, with respect to a VWAP Purchase made pursuant to Section 3.1, an irrevocable written notice

delivered by the Company to the Investor in the form set forth in Exhibit A hereto.

“VWAP

Purchase Period” shall mean, with respect to a VWAP Purchase made pursuant to Section 3.1, the period on the applicable

VWAP Purchase Date for such VWAP Purchase beginning at the applicable VWAP Purchase Commencement Time and ending at the applicable VWAP

Purchase Termination Time.

“VWAP

Purchase Price” shall mean the purchase price per Share to be purchased by the Investor in such VWAP Purchase equal to

ninety-three percent (93%) of the lowest daily VWAP during the three (3) consecutive Trading Days consisting of the applicable VWAP Purchase

Date and the two

(2)

Trading Days immediately preceding such VWAP Purchase Date.

“VWAP

Purchase Share Amount” shall mean, with respect to a VWAP Purchase made pursuant to Section 3.1, a number of Common Shares

equal to the least of (i) a number of Common Shares which, when aggregated with all other Common Shares then beneficially owned by the

Investor and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would

result in the beneficial ownership by the Investor of more than the Beneficial Ownership Limitation; and (ii) the VWAP Purchase Share

Request.

“VWAP

Purchase Share Delivery Date” shall have the meaning assigned to such term in Section

3.1

of this Agreement.

“VWAP

Purchase Share Estimate” shall mean the number of Common Shares set forth in any VWAP Purchase Notice, representing the

Company’s good faith estimate of the number of Common Shares equivalent to the VWAP Purchase Share Request during the VWAP Purchase

Period on any VWAP Purchase Date.

“VWAP

Purchase Share Request” shall mean the number of Common Shares equal to (i) the total volume of Common Shares as reported

by Bloomberg through its “AQR” function during the applicable VWAP Purchase Period (provided that in the case where the Sale

Price falls below the Threshold Price at any time on a VWAP Purchase Date, this volume shall be calculated using the aggregate shares

as reported by Bloomberg through its “AQR” function for such portion of the VWAP Purchase Date that the Sale Price is not

below the Threshold Price) multiplied by (ii) the lesser of (A) the VWAP Purchase Share Request Percentage and (B) the VWAP Purchase

Maximum Share Percentage.

“VWAP

Purchase Share Request Percentage” shall mean the percentage set forth in any VWAP Purchase Notice.

“VWAP

Purchase Termination Time” shall mean, with respect to a VWAP Purchase made pursuant to Section 3.1, 4:00 p.m., New York

City time, on the applicable VWAP Purchase Date, or such earlier time publicly announced by the Principal Market (or, if the Common Shares

is then listed on an Principal Market, by such Principal Market) as the official close of trading (regular way) on the Principal Market

on such applicable VWAP Purchase Date.

EXHIBIT

FORM

OF VWAP PURCHASE NOTICE

Reference

is made to the Common Shares Purchase Agreement, dated as of June 10, 2026 (the “Agreement”), between AIxCrypto Holdings,

Inc. (the “Company”) and Gold King Arthur Holding Limited (the “Investor”). Capitalized terms used but not defined

herein have the meanings given in the Agreement.

Pursuant

to Section 3.1 of the Agreement, the Company hereby delivers this VWAP Purchase Notice and directs the Investor to purchase Common Shares

in the following VWAP Purchase:

●

VWAP

Purchase Date: [●]

●

VWAP

Purchase Share Request Percentage: [●]%

●

Minimum

Price for this VWAP Purchase (optional; if specified, the Threshold Price for this VWAP Purchase will be the greater of this price

and the Threshold Price otherwise determined under the Agreement): $[●]

●

Maximum

VWAP Purchase Share Amount (optional; a cap on the number of Shares to be purchased in this VWAP Purchase): [●]

The

VWAP Purchase Share Amount, the VWAP Purchase Price, the VWAP Purchase Amount, the Draw Fee and the Net Settlement Amount shall be determined

in accordance with the Agreement. The Company shall issue the applicable DWAC Shares, and the Investor shall pay the Net Settlement Amount,

in accordance with Sections 3.1 and 3.2 of the Agreement.

The

Company certifies that, as of the date hereof and as of the applicable VWAP Purchase Condition Satisfaction Time: (i) each condition

in Section 7.2 of the Agreement is satisfied; (ii) the Company’s representations and warranties in the Agreement are true and correct

in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects); (iii) the Company is not in possession

of any material, non-public information concerning the Company that it is required to, but has not, publicly disclosed; and (iv) no Material

Adverse Effect has occurred and is continuing.

AIXCRYPTO

HOLDINGS, INC.

By:

Name:

Title:

Date:

EXHIBIT

INFORMATION

FURNISHED BY THE INVESTOR

The

following is the only written information furnished to the Company by or on behalf of the Investor expressly for use in any Registration

Statement, Prospectus or Prospectus Supplement, as contemplated by Section 9.1 of the Agreement:

Legal

name of the Investor: Gold King Arthur Holding Limited.

Number

of Common Shares beneficially owned by the Investor prior to the offering: [●].

Nature

of any position, office or other material relationship the Investor has had with the Company or its affiliates within the past three

years: None, other than as Investor under the Agreement.

Address

and contact information: as set forth in Section 10.4 of the Agreement.

EXHIBIT

FORM

OF COMPLIANCE CERTIFICATE

The

undersigned, the duly authorized [Chief Executive Officer / Chief Financial Officer] of AIxCrypto Holdings, Inc. (the “Company”),

pursuant to the Common Shares Purchase Agreement, dated as of June 10, 2026 (the “Agreement”), between the Company and Gold

King Arthur Holding Limited, hereby certifies, solely in such capacity and not individually, as of the date hereof, that:

The

Company’s representations and warranties in the Agreement are true and correct (i) where not qualified by materiality or Material

Adverse Effect, in all material respects, and (ii) where so qualified, in all respects, in each case as of the date hereof (except

to the extent expressly made as of an earlier date, in which case as of that date).

The

Company has performed, satisfied and complied in all material respects with all covenants, agreements and conditions required to

be performed, satisfied or complied with by it under the Agreement at or prior to the date hereof.

event constituting a Material Adverse Effect has occurred and is continuing.

The

Company is not in possession of any material, non-public information concerning the Company that it is required to, but has not,

publicly disclosed.

Capitalized

terms used but not defined herein have the meanings given in the Agreement.

AIXCRYPTO

HOLDINGS, INC.

By:

Name:

Title:

Date:

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