Form 8-K

8-K — ALPHA MODUS HOLDINGS, INC.

Accession: 0001493152-26-048101

Filed: 2026-10-22

Period: 2026-10-21

CIK: 0001862463

SIC: 6794 (PATENT OWNERS & LESSORS)

Item: Entry into a Material Definitive Agreement

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-4.1 (ex4-1.htm)

EX-5.1 (ex5-1.htm)

EX-10.1 (ex10-1.htm)

EX-99.1 (ex99-1.htm)

GRAPHIC (ex5-1_001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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0001862463

2026-10-21

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AMOD:ClassCommonStockParValue0.0001PerShareMember

2026-10-21

0001862463

AMOD:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockAtExercisePriceOf11.50Member

2026-10-21

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES

EXCHANGE ACT OF 1934

Date

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

ALPHA

MODUS HOLDINGS, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-40775

86-3386030

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

20311

Chartwell Center Dr., #1469

Cornelius,

NC 28031

(Address

of principal executive offices, including zip code)

Registrant’s

telephone number, including area code: (704) 252-5050

(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

Class

A Common Stock, par value $0.0001 per share

AMOD

The

Nasdaq Stock Market, LLC

Redeemable

Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50

AMODW

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.

October 21, 2026, Alpha Modus Holdings, Inc. (the “Company”) entered into a Securities Purchase Agreement (the

“Purchase Agreement”) with an institutional investor pursuant to which the Company agreed to sell and issue

in a registered direct offering (the “Offering”) an aggregate of 6,304,348 shares (the “Shares”)

of its Class A common stock, par value $0.0001 per share (the “Common Stock”). The offering price per Share

is $1.15, for aggregate gross proceeds to the Company from the Offering of approximately $7.25 million, before deducting the Placement

Agent’s (as defined below) fees and offering expenses payable by the Company. The Company intends to use the net proceeds from

the Offering for the payment of debt, as well as working capital and general corporate purposes. The closing of the Offering is expected

to occur on or about October 22, 2026, subject to the satisfaction of customary closing conditions.

Pursuant

to the Purchase Agreement, the Company has agreed that, subject to certain exceptions (i) until thirty (30) days after the closing of

the Offering, neither it nor any of its subsidiaries shall (a) issue, enter into any agreement to issue or announce the issuance or proposed

issuance of any Common Stock or Common Stock Equivalents (as defined in the Purchase Agreement) or (b) file any registration statement

or any amendment or supplement thereto, and (ii) until one (1) year after the Closing Date, it shall not enter into a Variable Rate Transaction

(as defined in the Purchase Agreement).

The

Purchase Agreement contains customary representations and warranties, agreements and obligations, conditions to closing and termination

provisions.

The

representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of such agreement and as of

specific dates, were solely for the benefit of the parties to the Purchase Agreement and may be subject to limitations agreed upon by

the contracting parties. Accordingly, the Purchase Agreement is incorporated herein by reference only to provide investors with information

regarding the terms of the Purchase Agreement, and not to provide investors with any other factual information regarding the Company

or its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with

the Securities and Exchange Commission (the “SEC”).

connection with the Offering, the Company previously entered into an Engagement Agreement, dated as of December 1, 2025, with H.C. Wainwright

& Co., LLC (the “Placement Agent”), pursuant to which the Placement Agent agreed to serve as the exclusive

placement agent for the issuance and sale of securities of the Company during the term of the agreement, including pursuant to the Purchase

Agreement. As compensation for such services in connection with the Purchase Agreement, the Company agreed to pay the Placement Agent

a cash fee equal to 7.0% of the aggregate gross proceeds from the Offering and issue to the Placement Agent, or its designees, warrants

to purchase up to 441,304 shares of Common Stock (the “Placement Agent Warrants”) (equal to 7.0% of the number

of Shares issued in the Offering) at the closing of the Offering. The Placement Agent Warrants have a term of five years from the commencement

of sales of the Offering and have an exercise price of $1.4375 per share. The Company also agreed to reimburse the Placement Agent for

legal and other expenses incurred by it in connection with the offering in an aggregate amount of up to $75,000 and $15,950 for the Placement

Agent’s clearing expenses.

The

Shares, the Placement Agent Warrants and the shares of Common Stock issuable upon exercise of the Placement Agent Warrants (the “Placement

Agent Warrant Shares”) were offered and sold by the Company pursuant to an effective shelf registration statement on Form

S-3 (File No. 333-292606), which was originally filed with the SEC on January 7, 2026, and was declared effective on January 16, 2026,

a base prospectus forming a part of the effective registration statement dated January 16, 2026, and a prospectus supplement dated October

21, 2026.

The

foregoing summaries of the Purchase Agreement and the Placement Agent Warrants do not purport to be complete and are subject to, and

qualified in their entirety by, copies of the forms of such documents attached as Exhibits 10.1 and 4.1, respectively, to this Current

Report on Form 8-K, which are incorporated herein by reference.

copy of the opinion of Brunson Chandler & Jones, PLLC, counsel to the Company, relating to the validity of the Shares, the Placement

Agent Warrants, and the Placement Agent Warrant Shares is attached as Exhibit 5.1 to this Current Report on Form 8-K.

Cautionary

Note Regarding Forward-Looking Statements

This

Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation

Reform Act of 1995, as amended, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section

21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include, without

limitation, statements regarding the completion of the Offering, the satisfaction of customary closing conditions related to the Offering

and the amount and the intended use of the net proceeds from the Offering. In some cases, you can identify forward-looking statements

because they contain words such as “may,” “will,” “should,” “expects,” “intends,”

“plans,” “anticipates,” “believes,” “estimates,” “projects,” “potential,”

or “continue,” or the negative of these terms or other comparable terminology. The absence of these words does not mean that

a statement is not forward-looking. Such forward-looking statements are necessarily based upon estimates and assumptions that, while

considered reasonable by the Company and its management, are inherently uncertain.

Actual

results may differ materially from those indicated by these forward-looking statements as a result of various risks and uncertainties,

including, without limitation: the risk that the closing of the Offering is delayed or not completed at all; the risk that the net proceeds

from the Offering may be deployed differently than currently anticipated; adverse market or capital-markets conditions; dilution to existing

stockholders from the share issuance and the issuance of common stock equivalents; risks associated with the planned launch and deployment

of the Company’s quantum-ready graphics processing unit edge network, including timing, cost, partner performance, customer adoption

and integration of graphics processing unit infrastructure into existing operations; competitive risk in the artificial intelligence

infrastructure and high-performance computing markets; changes in economic, market or regulatory conditions, including evolving regulatory

frameworks applicable to securities offerings, artificial intelligence infrastructure and digital assets; risks associated with technological

development and integration; and other risks and uncertainties as more fully described in the Company’s filings with the SEC, including

its Annual Report on Form 10-K for the year ended December 31, 2025, and other filings the Company makes from time to time with the SEC,

which are available on the SEC’s website at www.sec.gov.

Readers

are cautioned not to place undue reliance on these and other forward-looking statements contained herein. The forward-looking statements

made in this Current Report on Form 8-K relate only to events as of the date on which the statements are made. The Company undertakes

no obligation to update any forward-looking statements made in this Current Report on Form 8-K to reflect events or circumstances after

the date of this Current Report on Form 8-K or to reflect new information or the occurrence of unanticipated events, except as required

by law. The Company’s forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions,

joint ventures or investments it may make.

Item

8.01. Other Events.

October 21, 2026, the Company issued a press release announcing the pricing of the Offering. A copy of this press release is attached

as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

Number

Description

4.1

Form of Placement Agent Warrant

5.1

Opinion of Brunson Chandler & Jones, PLLC

10.1

Form of Securities Purchase Agreement, dated October 21, 2026, by and between the Company and the purchaser thereto

23.1

Consent of Brunson Chandler & Jones, PLLC (included in Exhibit 5.1)

99.1

Press Release, dated October 21, 2026

104

Cover

Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by

the undersigned hereunto duly authorized.

ALPHA

MODUS HOLDINGS, INC.

Date:

October 22, 2026

By:

/s/

William Alessi

Name:

William

Alessi

Title:

President

and Chief Executive Officer

EX-4.1

Filename: ex4-1.htm · Sequence: 2

Exhibit

4.1

PLACEMENT

AGENT COMMON STOCK PURCHASE WARRANT

Alpha

Modus Holdings, Inc

Warrant Shares: _______

Initial Exercise Date: October 22,

2026

THIS

PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or

its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions

hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00

p.m. (New York City time) on October 21, 2031 (the “Termination Date”) but not thereafter, to subscribe for and purchase

from Alpha Modus Holdings, Inc, a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment

hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant

shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to that certain Engagement Agreement

between the Company and H.C. Wainwright & Co., LLC, dated as of December 1, 2025.

Section

1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain

Securities Purchase Agreement (the “Purchase Agreement”), dated October 21, 2026, among the Company and the purchasers

signatory thereto.

Section

2. Exercise.

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

or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed PDF

copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”).

Within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined

in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the

shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless

the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice

of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise

be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to

the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full,

in which case, the Holder shall surrender this Warrant to the Company for cancellation as soon as reasonably practicable following the

date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a

portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant

Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall

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

to any Notice of Exercise on the Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant,

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

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

face hereof.

Exercise Price. The exercise price per share of Common Stock under this Warrant shall be $1.4375, subject to adjustment

hereunder (the “Exercise Price”).

Cashless Exercise. If at the time of exercise hereof there is no effective registration statement registering, or the prospectus

contained therein is not available for the issuance of the Warrant Shares to the Holder, then this Warrant may also be exercised, in

whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number

of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A)

as applicable: (i) the VWAP

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

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

prior to the opening of “regular trading hours” (as defined in Rule 600(b) of Regulation NMS promulgated under the federal

securities laws) on such Trading Day, (ii) the highest Bid Price of the Common Stock on the principal Trading Market as reported by

Bloomberg L.P. (“Bloomberg”) within two (2) hours of the time of the Holder’s delivery of the Notice of Exercise

pursuant to Section 2(a) hereof if such Notice of Exercise is delivered during “regular trading hours,” or within two (2)

hours after the close of “regular trading hours” on a Trading Day or (iii) the VWAP on the date of the applicable Notice

of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is delivered pursuant to Section 2(a)

hereof after two (2) hours following the close of “regular trading hours” on such Trading Day;

(B)

the Exercise Price of this Warrant, as adjusted

hereunder; and

(X)

the number of Warrant Shares that would be

issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise

rather than a cashless exercise.

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

Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised. The Company agrees not

to take any position contrary to this Section 2(c).

“Bid

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

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

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

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

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

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

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

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

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

and expenses of which shall be paid by the Company.

“VWAP”

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

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

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

(New York City time) to 4:02 p.m. (New York City time)), (b) if the OTCQB Venture Market (“OTCQB”) or the OTCQX Best Market

(“OTCQX”) is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding

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

for the Common Stock are then reported on the Pink Open Market (“Pink Market”) operated by the OTC Markets, Inc. (or a similar

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

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

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

and expenses of which shall be paid by the Company.

Notwithstanding

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

to this Section 2(c).

Mechanics of Exercise.

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

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

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

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

of the Warrant Shares by the Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery

of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant

Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by

the date that is the earlier of (i) one (1) Trading Day after the delivery to the Company of the Notice of Exercise and (ii) the number

of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the

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

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

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

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

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

subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages

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

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

Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds

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

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

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

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

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

Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the

Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment

of the aggregate Exercise Price (other than in the case of a cashless exercise) is received by such Warrant Share Delivery Date.

ii.

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

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

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

all other respects be identical with this Warrant.

iii.

Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section

2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

iv.

Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to

the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions

of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required

by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares

of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon

such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x)

the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds

(y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection

with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B)

at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise

was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock

that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the

Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares

of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately

preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating

the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing

herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without

limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares

of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise

of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company

shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied

by the Exercise Price or round up to the next whole share.

vi.

Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax

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

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

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

surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may

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

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

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

vii.

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

of this Warrant, pursuant to the terms hereof.

Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the

right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance

after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other

Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)),

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

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

of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude

the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant

beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or

nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject

to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its

Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership

shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. In addition,

a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act

and the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding shares

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

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

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

the written or oral request of a Holder, the Company shall within one Trading Day confirm orally and in writing to the Holder the number

of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving

effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution

Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership

Limitation” shall be 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance

of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the

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

9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock

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

Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The

provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this

Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership

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

limitations contained in this paragraph shall apply to a successor holder of this Warrant.

Section

3. Certain Adjustments.

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

makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares

of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this

Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse

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

Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which

the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event

and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of

shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant

shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for

the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the

effective date in the case of a subdivision, combination or re-classification.

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants,

issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record

holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire,

upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had

held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise

hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for

the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares

of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that, to

the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial

Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership

of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held

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

Limitation).

Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or

other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital

or otherwise, other than cash (including, without limitation, any distribution of stock or other securities, property or options by way

of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),

at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution

to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable

upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial

Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the

date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided,

however, that, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder

exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent

(or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such

Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result

in the Holder exceeding the Beneficial Ownership Limitation).

Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or

more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company (or any Subsidiary),

directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially

all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange

offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender

or exchange their shares for other securities, cash or property and has been accepted by the holders of greater than 50% of the outstanding

Common Stock or greater than 50% of the voting power of the common equity of the Company, (iv) the Company, directly or indirectly, in

one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory

share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property,

or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other

business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with

another Person or group of Persons whereby such other Person or group acquires greater than 50% of the outstanding shares of Common Stock

or greater than 50% of the voting power of the common equity of the Company (each a “Fundamental Transaction”), then,

upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been

issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without

regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring

corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”)

receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is

exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this

Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such

Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental

Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the

relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the

securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate

Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. Notwithstanding anything to the contrary,

in the event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at the Holder’s option,

exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction (or, if later, the

date of the public announcement of the applicable Fundamental Transaction), purchase this Warrant from the Holder by paying to the Holder

an amount of cash equal to the Black Scholes Value (as defined below) of the remaining unexercised portion of this Warrant on the date

of the consummation of such Fundamental Transaction; provided, however, that, if the Fundamental Transaction is not within

the Company’s control, including not approved by the Company’s Board of Directors, the Holder shall only be entitled to receive

from the Company or any Successor Entity the same type or form of consideration (and in the same proportion), at the Black Scholes Value

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

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

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

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

in such Fundamental Transaction, such holders of Common Stock will be deemed to have received common stock of the Successor Entity (which

Successor Entity may be the Company following such Fundamental Transaction) in such Fundamental Transaction. “Black Scholes

Value” means the value of this Warrant based on the Black-Scholes Option Pricing Model obtained from the “OV” function

on Bloomberg determined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A)

a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement

of the applicable contemplated Fundamental Transaction and the Termination Date, (B) an expected volatility equal to 100%, (C) the underlying

price per share used in such calculation shall be the sum of the price per share being offered in cash, if any, plus the value of any

non-cash consideration, if any, being offered in such Fundamental Transaction and (D) a remaining option time equal to the time between

the date of the public announcement of the applicable contemplated Fundamental Transaction and the Termination Date and (E) a zero cost

of borrow. The payment of the Black Scholes Value will be made by wire transfer of immediately available funds (or such other consideration)

within the later of (i) five Business Days of the Holder’s election and (ii) the date of consummation of the Fundamental Transaction.

The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor

Entity”) to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documents

in accordance with the provisions of this Section 3(d) pursuant to written agreements in form and substance reasonably satisfactory to

the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of

the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially

similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor

Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without

regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies

the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock

pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such

exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental

Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction,

the Successor Entity shall be added to the term “Company” under this Warrant (so that from and after the occurrence or consummation

of such Fundamental Transaction, each and every provision of this Warrant and the other Transaction Documents referring to the “Company”

shall refer instead to each of the Company and the Successor Entity or Successor Entities, jointly and severally), and the Successor

Entity or Successor Entities, jointly and severally with the Company, may exercise every right and power of the Company prior thereto

and the Successor Entity or Successor Entities shall assume all of the obligations of the Company prior thereto under this Warrant and

the other Transaction Documents with the same effect as if the Company and such Successor Entity or Successor Entities, jointly and severally,

had been named as the Company herein. For the avoidance of doubt, the Holder shall be entitled to the benefits of the provisions of this

Section 3(d) regardless of (i) whether the Company has sufficient authorized shares of Common Stock for the issuance of Warrant Shares

and/or (ii) whether a Fundamental Transaction occurs prior to the Initial Exercise Date.

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

case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date

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

Notice to Holder.

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

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

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

ii.

Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on

the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the

Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of

capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with

any reclassification of the Common Stock, any consolidation or merger to which the Company (or any of its Subsidiaries) is a party, any

sale or transfer of all or substantially all of its assets, or any compulsory share exchange whereby the Common Stock is converted into

other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding

up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its last email

address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective

date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution,

redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to

be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification,

consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected

that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other

property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to

deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to

be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information

regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a

Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such

notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Section

4. Transfer of Warrant.

Transferability. This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable,

in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written

assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient

to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall

execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations

specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not

so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required

to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall

surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the

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

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

New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of

the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by

the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division

or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided

or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the Initial Exercise Date and

shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

Warrant Register. The Company shall act as the warrant agent to the Holder. The Company shall register this Warrant, upon records

to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof for the

benefit of the Holder. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose

of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary. The Holder

shall have the right to request at any time the issuance of an ink-original warrant evidencing the ownership of this Warrant to such

Holder, which shall be dated the initial Issue Date and delivered to the address specified by the Holder within one (1) Trading Day upon

request

Section

5. Miscellaneous.

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

dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly

set forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant

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

required to net cash settle an exercise of this Warrant.

Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably

satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares,

and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant,

shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the

Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant

or stock certificate.

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

or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business

Day.

Authorized Shares.

The

Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a

sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant.

The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with

the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all

such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any

applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants

that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise

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

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

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

Except

and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending

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

of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant,

but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary

or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the

foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise

immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company

may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially

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

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

Before

taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the

Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from

any public regulatory body or bodies having jurisdiction thereof.

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined

in accordance with the provisions of the Purchase Agreement.

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

the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall

operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision

of this Warrant or the Purchase Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant,

which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover

any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred

by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall

be delivered to the address of the Holder in the Warrant Register.

Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant

to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of

the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company

or by creditors of the Company.

Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will

be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate

compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to

assert the defense in any action for specific performance that a remedy at law would be adequate.

Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall

inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns

of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall

be enforceable by the Holder or holder of Warrant Shares.

Amendment. Other than Section 2(e) above and this Section 5(l), which may not be amended, modified or waived, this Warrant may

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

Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid

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

be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining

provisions of this Warrant.

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

a part of this Warrant.

Electronic Signatures. Electronically scanned and transmitted signatures, including by email attachment, shall be deemed originals

for all purposes of this Warrant.

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

(Signature

Page Follows)

WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above

indicated.

Alpha Modus

Holdings, Inc

By:

Name:

Title:

NOTICE

OF EXERCISE

To:

Alpha

Modus Holdings, Inc

(1)

The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only

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

(2)

Payment shall take the form of (check applicable box):

[

] in lawful money of the United States; or

[

] if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection

2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure

set forth in subsection 2(c).

(3)

Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

_______________________________

The

Warrant Shares shall be delivered to the following DWAC Account Number:

_______________________________

______________________________

_______________________________

(4)

Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the

Securities Act of 1933, as amended.

[SIGNATURE

OF HOLDER]

Name

of Investing Entity: ________________________________________________________________________

Signature

of Authorized Signatory of Investing Entity: _________________________________________________

Name

of Authorized Signatory: ___________________________________________________________________

Title

of Authorized Signatory: ____________________________________________________________________

Date:

________________________________________________________________________________________

EXHIBIT

ASSIGNMENT

FORM

(To

assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)

FOR

VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

Name:

(Please

Print)

Address:

(Please

Print)

Phone

Number:

Address:

Dated:

_______________ __, ______

Holder’s

Signature: _______________________________

Holder’s

Address: ________________________________

EX-5.1

Filename: ex5-1.htm · Sequence: 3

Exhibit

5.1

OPINION

AND CONSENT OF BRUNSON CHANDLER & JONES, PLLC

October

22, 2026

Alpha

Modus Holdings, Inc.

20311

Chartwell Center Dr., #1469

Cornelius,

NC 28031

Re: Alpha Modus

Holdings, Inc.

Registration Statement on Form S-3

Ladies

and Gentlemen:

have acted as counsel to Alpha Modus Holdings, Inc., a Delaware corporation (the “Company”), in connection with the

preparation and filing with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) of the

rules and regulations of the Securities Act of 1933, as amended (the “Act”), of a prospectus supplement, dated October

22, 2026 (the “Prospectus Supplement”), to the Company’s Registration Statement on Form S-3 (File No. 333-292606)

filed with the Commission under the Act on January 7, 2026 (the “Registration Statement”), and the related prospectus,

dated January 16, 2026, included in the Registration Statement at the time it originally became effective (the “Base Prospectus”

and, together with the Prospectus Supplement, the “Prospectus”), relating to the offering by the Company of: (A) 6,304,348

shares (the “Shares”) of the Company’s Class A common stock, par value $0.0001 per share (“Common Stock”)

pursuant to the terms of that certain Securities Purchase Agreement (the “Securities Purchase Agreement”), dated as

of October 21, 2026, by and among the Company and the purchaser identified on the signature pages thereto, (B) placement agent warrants

to purchase up to an aggregate of 441,304 shares of Common Stock (the “Warrants”), pursuant to that certain Engagement

Agreement, dated as of December 1, 2025 (the “Engagement Agreement”) by and between the Company and H.C. Wainwright

& Co., LLC (the “Placement Agent”) and (C) up to 441,304 shares of Common Stock issuable upon exercise of the

Warrants (the “Warrant Shares”) pursuant to the terms thereof.

Assumptions

rendering the opinion expressed below, we have assumed, with your permission and without independent verification or investigation:

That all signatures on documents we have examined in connection herewith are genuine and that all items submitted to us as original are

authentic and all items submitted to us as copies conform with originals;

Except for the documents stated herein, there are no documents or agreements between the Company and/or any third parties which would

expand or otherwise modify the respective rights and obligations of the parties as set forth in the documents referred to herein or which

would have an effect on the opinion;

That as to all factual matters, each of the representations and warranties contained in the documents referred to herein is true, accurate

and complete in all material respects, and the opinion expressed herein is given in reliance thereon.

have examined the following documents in connection with this matter:

1. The

Company’s Certificate of Incorporation, as amended and restated;

2. The

Company’s Bylaws, as amended;

3. The

Securities Purchase Agreement;

4. The

Engagement Agreement;

5. The

Registration Statement;

6. The

Base Prospectus and the Prospectus Supplement; and

7. Unanimous

Consents of the Company’s Board of Directors.

have also examined various other documents, books, records, instruments and certificates of public officials, directors, executive officers

and agents of the Company, and have made such investigations as we have deemed reasonable, necessary or prudent under the circumstances.

Also, in rendering this opinion, we have reviewed various statutes and judicial precedent as we have deemed relevant or necessary.

Conclusions

Based

upon our examination mentioned above, and relying on the statements of fact contained in the documents that we have examined, we are

of the following opinions:

1. Alpha

Modus Holdings, Inc. is a corporation duly organized and validly existing under the laws

of the State of Delaware.

2. The

Shares, when issued and sold against payment therefor in accordance with the Securities Purchase

Agreement, will be validly issued, fully paid and nonassessable.

3. The

Warrants, when issued in accordance with the Engagement Agreement, will be valid and binding

obligations of the Company.

4. The

Warrant Shares, when issued, delivered and paid for in accordance with the terms of the Warrants,

will be validly issued, fully paid and nonassessable.

The

opinions set forth above are subject to the following exceptions, limitations and qualifications: (i) the effect of bankruptcy, insolvency,

reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors;

(ii) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law, and the discretion

of the court before which any proceeding therefor may be brought; and (iii) the unenforceability under certain circumstances under law

or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where such

indemnification or contribution is contrary to public policy. We expressly disclaim any obligation to update our opinions herein, regardless

of whether changes in the facts or laws upon which this opinion are based come to our attention after the date hereof.

hereby consent to the reference of our firm under the caption “Legal Matters” in the Prospectus Supplement and the filing

of this opinion as Exhibit 5.1 to a Current Report on Form 8-K of the Company. In providing this consent, we do not thereby admit that

we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, and the rules and regulations

of the Securities and Exchange Commission promulgated thereunder, including Item 509 of Regulation S-K.

Very

truly yours,

/s/

Brunson Chandler & Jones, PLLC

BRUNSON

CHANDLER & JONES, PLLC

EX-10.1

Filename: ex10-1.htm · Sequence: 4

Exhibit 10.1

SECURITIES

PURCHASE AGREEMENT

This

Securities Purchase Agreement (this “Agreement”) is dated as of October 21, 2026, between Alpha Modus Holdings, Inc,

a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including

its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

WHEREAS,

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

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

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

NOW,

THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt

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

ARTICLE

DEFINITIONS

1.1

Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms

have the meanings set forth in this Section 1.1:

“Acquiring

Person” shall have the meaning ascribed to such term in Section 4.5.

“Action”

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

“Affiliate”

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

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

“Board

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

“Business

Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized

or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized

or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”

or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority

so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally

open for use by customers on such day.

“Closing”

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

“Closing

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

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

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

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

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

“Commission”

means the United States Securities and Exchange Commission.

“Common

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

securities may hereafter be reclassified or changed.

“Common

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

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

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

“Company

Counsel” means Brunson Chandler & Jones, PLLC.

“Disclosure

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

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

date hereof, unless otherwise instructed as to an earlier time by the Placement Agent, and (ii) if this Agreement is signed between midnight

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

hereof, unless otherwise instructed as to an earlier time by the Placement Agent.

“EGS”

means Ellenoff Grossman & Schole LLP, with offices located at 1345 Avenue of the Americas, New York, New York 10105-0302.

“Evaluation

Date” shall have the meaning ascribed to such term in Section 3.1(s).

“Exchange

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

“Exempt

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

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

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

to the Placement Agent in connection with the transactions pursuant to this Agreement and any securities upon exercise of warrants to

the Placement Agent and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding

on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number

of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection

with stock splits or combinations) or to extend the term of such securities, and (c) securities issued pursuant to acquisitions or strategic

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

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

in connection therewith during the prohibition period in Section 4.11(a) herein, and provided that any such issuance shall only be to

a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset

in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment

of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital

or to an entity whose primary business is investing in securities.

“FCPA”

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

“GAAP”

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

“Indebtedness”

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

“Intellectual

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

“Liens”

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

“Material

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

“Material

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

“Per

Share Purchase Price” equals $1.15, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations

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

“Person”

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

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

“Placement

Agent” means H.C. Wainwright & Co., LLC.

“Proceeding”

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

such as a deposition), whether commenced or threatened.

“Prospectus”

means the final prospectus filed for the Registration Statement.

“Prospectus

Supplement” means the supplement to the Prospectus complying with Rule 424(b) of the Securities Act that is filed with the

Commission and delivered by the Company to each Purchaser at the Closing.

“Purchaser

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

“Registration

Statement” means the effective registration statement with Commission file No. 333-292606 which registers the sale of the Shares

to the Purchasers.

“Required

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

“Rule

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

from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect

as such Rule.

“Rule

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

from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect

as such Rule.

“SEC

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

“Securities

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

“Shares”

means the shares of Common Stock issued or issuable to each Purchaser pursuant to this Agreement.

“Short

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

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

“Subscription

Amount” means, as to each Purchaser, the aggregate amount to be paid for Shares purchased hereunder as specified below such

Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription Amount,” in United States

dollars and in immediately available funds.

“Subsidiary”

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

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

“Trading

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

“Trading

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

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

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

“Transaction

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

in connection with the transactions contemplated hereunder.

“Transfer

Agent” means Continental Stock Transfer & Trust Company, the current transfer agent of the Company, and any successor transfer

agent of the Company.

“Variable

Rate Transaction” shall have the meaning ascribed to such term in Section 4.11(b).

ARTICLE

II.

PURCHASE AND SALE

2.1

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

Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $7,250,001 of Shares. Each Purchaser’s Subscription

Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment”

settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares as determined pursuant

to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing.

Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic

transfer of the Closing documentation. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery

Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’

names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser;

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

therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding anything herein

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

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

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

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

be deemed to be unconditionally bound to purchase, such Pre-Settlement Shares at the Closing; provided, that the Company shall not be

required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s receipt of the purchase price of such Pre-Settlement

Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation

or covenant by such Purchaser as to whether or not during the Pre-Settlement Period such Purchaser shall sell any shares of Common Stock

to any Person and that any such decision to sell any shares of Common Stock by such Purchaser shall solely be made at the time such Purchaser

elects to effect any such sale, if any.

2.2

Deliveries.

(a)

On or prior to the Closing Date (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the

following:

(i)

this Agreement duly executed by the Company;

(ii)

a legal opinion of Company Counsel, directed to the Placement Agent and the Purchasers, in a form reasonably acceptable to the Placement

Agent and the Purchasers;

(iii)

subject to Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead

and executed by the Chief Executive Officer or Chief Financial Officer;

(iv)

subject to Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an

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

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

(v)

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

(b)

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

(i)

this Agreement duly executed by such Purchaser; and

(ii)

such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the

Company or its designee.

2.3

Closing Conditions.

(a)

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

(i)

the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects)

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

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

in all respects) as of such date);

(ii)

all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been

performed; and

(iii)

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

(b)

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

(i)

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

Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless

as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties

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

(ii)

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

(iii)

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

(iv)

there shall have been no Material Adverse Effect with respect to the Company; and

(v)

from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s

principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall

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

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

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

magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of

such Purchaser, makes it impracticable or inadvisable to purchase the Shares at the Closing.

ARTICLE

III.

REPRESENTATIONS AND WARRANTIES

3.1

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

(a)

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

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

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

and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, all other references to the Subsidiaries

or any of them in the Transaction Documents shall be disregarded.

(b)

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

validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power

and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any

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

other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good

standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned

by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could

not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction

Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise)

of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in

any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material

Adverse Effect”) and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking

to revoke, limit or curtail such power and authority or qualification.

(c)

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

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

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

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

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

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

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

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

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

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

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

law.

(d)

No Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to

which it is a party, the issuance and sale of the Shares and the consummation by it of the transactions contemplated hereby and thereby

do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles

of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that

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

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

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

(evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by

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

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

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

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

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

(e)

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

notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other

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

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

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

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

(f)

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

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

The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this

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

became effective on January 16, 2026, including the Prospectus, and such amendments and supplements thereto as may have been required

to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending

the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission

and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company,

if required by the rules and regulations of the Commission, shall file the Prospectus with the Commission pursuant to Rule 424(b). At

the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date,

the Registration Statement and any amendments thereto conformed and will conform in all material respects to the requirements of the

Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to

be stated therein or necessary to make the statements therein not misleading; and the Prospectus and any amendments or supplements thereto,

at the time the Prospectus or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all

material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or

omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were

made, not misleading. The Company was at the time of the filing of the Registration Statement eligible to use Form S-3. The Company is

eligible to use Form S-3 under the Securities Act and it meets the transaction requirements with respect to the aggregate market value

of securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General

Instruction I.B.6 of Form S-3.

(g)

Capitalization. The capitalization of the Company as of the date hereof is as set forth in the SEC Reports. The Company has not

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

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

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

as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive

right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except

as set forth in the SEC Reports, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any

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

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

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

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

any Subsidiary to issue shares of Common Stock or other securities to any Person (other than the Purchasers). Except as set forth in

the SEC Reports, there are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts

the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any

Subsidiary. Except as set forth in the SEC Reports, there are no outstanding securities or instruments of the Company or any Subsidiary

that contain any redemption or similar provisions, and there are no other contracts, commitments, understandings or arrangements by which

the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have

any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding

shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance

with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar

rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others

is required for the issuance and sale of the Shares. There are no stockholders agreements, voting agreements or other similar agreements

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

any of the Company’s stockholders.

(h)

SEC Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required

to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the

two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the

foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and

the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received

a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their

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

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

fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which

they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with

applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing.

Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent

basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the

notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all

material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results

of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end

audit adjustments.

(i)

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

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

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

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

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

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

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

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

to existing Company stock option plans. The Company does not have pending before the Commission any request for confidential treatment

of information. Except for the issuance of the Shares contemplated by this Agreement or as set forth in the SEC Reports, no event, liability,

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

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

be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that

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

(j)

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

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

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

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

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

in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject

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

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

involving the Company or any current or former director or officer of the Company. The Commission has not issued any stop order or other

order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the

Securities Act.

(k)

Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees

of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’

employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither

the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe

that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary,

is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary

information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third

party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability

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

and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours,

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

Effect.

(l)

Compliance. Neither the Company nor any Subsidiary: (i) Except as set forth in the SEC Reports, is in default under or in violation

of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company

or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is

in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or

any of its properties is bound (whether or not such default or violation has been waived), (ii) is in violation of any judgment, decree

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

or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes,

environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except in each

case as could not have or reasonably be expected to result in a Material Adverse Effect.

(m)

Environmental Laws. The Company and its Subsidiaries (i) are in compliance with all federal, state, local and foreign laws relating

to pollution or protection of human health or the environment (including ambient air, surface water, groundwater, land surface or subsurface

strata), including laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or

toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating

to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well

as all authorizations, codes, decrees, demands, or demand letters, injunctions, judgments, licenses, notices or notice letters, orders,

permits, plans or regulations, issued, entered, promulgated or approved thereunder (“Environmental Laws”); (ii) have

received all permits licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses;

and (iii) are in compliance with all terms and conditions of any such permit, license or approval where in each clause (i), (ii) and

(iii), the failure to so comply could be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

(n)

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

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

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

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

modification of any Material Permit.

(o)

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

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

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

interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries, (ii) Liens in connection with

Indebtedness owed to Company’s Chief Executive Officer’s affiliates and set forth in the SEC Reports, and (iii) Liens for

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

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

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

(p)

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

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

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

the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None

of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights

has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date

of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included

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

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

of the Company, all such Intellectual Property Rights are enforceable, and, except as set forth in the SEC Reports, there is no existing

infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security

measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could

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

(q)

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

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

but not limited to, directors and officers insurance coverage at least equal to the aggregate Subscription Amount. Neither the Company

nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage

expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase

in cost.

(r)

Transactions With Affiliates and Employees. Except as set forth in the SEC Reports, none of the officers or directors of the Company

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

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

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

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

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

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

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

employee benefits, including stock option agreements under any stock option plan of the Company.

(s)

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

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

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

maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance

with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial

statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with

management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets

at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have established

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

designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it

files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s

rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of

the Company and the Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act

(such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange

Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations

as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as

such term is defined in the Exchange Act) of the Company and its Subsidiaries that have materially affected, or is reasonably likely

to materially affect, the internal control over financial reporting of the Company and its Subsidiaries.

(t)

Certain Fees. Except for fees payable by the Company to the Placement Agent, no brokerage or finder’s fees or commissions

are or will be payable by the Company or any Subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment

banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents. The Purchasers shall have no

obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated

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

(u)

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

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

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

under the Investment Company Act of 1940, as amended.

(v)

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

Act of any securities of the Company or any Subsidiary.

(w)

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

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

of the Common Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating

such registration. The Company has not, in the 12 months preceding the date hereof, received notice from any Trading Market on which

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

requirements of such Trading Market. The Company is, and, except as set forth in the SEC Reports, has no reason to believe that it will

not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements. The Common Stock is currently

eligible for electronic transfer through the Depository Trust Company or another established clearing corporation and the Company is

current in payment of the fees to the Depository Trust Company (or such other established clearing corporation) in connection with such

electronic transfer.

(x)

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

to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement)

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

laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company

fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of

the Company’s issuance of the Shares and the Purchasers’ ownership of the Shares.

(y)

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

the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or

counsel with any information that it believes constitutes or might constitute material, non-public information which is not otherwise

disclosed in the Prospectus Supplement. The Company understands and confirms that the Purchasers will rely on the foregoing representation

in effecting transactions in securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Purchasers

regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby is true and correct

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

made therein, in the light of the circumstances under which they were made, not misleading. The press releases disseminated by the Company

during the twelve months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material fact

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

the circumstances under which they were made and when made, not misleading. The Company acknowledges and agrees that no Purchaser makes

or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set

forth in Section 3.2 hereof.

(z)

No Integrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2,

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

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

to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market

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

(aa)

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

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

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

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

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

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

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

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

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

(taking into account the timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of any

facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization

laws of any jurisdiction within one year from the Closing Date. The SEC Reports set forth as of the date hereof all outstanding secured

and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. For the purposes

of this Agreement, “Indebtedness” means (x) any liabilities for borrowed money or amounts owed in excess of $50,000

(other than trade accounts payable incurred in the ordinary course of business), (y) all guaranties, endorsements and other contingent

obligations in respect of indebtedness of others, whether or not the same are or should be reflected in the Company’s consolidated

balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar

transactions in the ordinary course of business; and (z) the present value of any lease payments in excess of $50,000 due under leases

required to be capitalized in accordance with GAAP. Neither the Company nor any Subsidiary is in default with respect to any Indebtedness.

(bb)

Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a

Material Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all United States federal, state and local income

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

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

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

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

amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company or of any Subsidiary know of no

basis for any such claim.

(cc)

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

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

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

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

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

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

(dd)

Accountants. The Company’s accounting firm is set forth in the SEC Reports. To the knowledge and belief of the Company,

such accounting firm (i) is a registered public accounting firm as required by the Exchange Act and (ii) shall express its opinion with

respect to the financial statements to be included in the Company’s Annual Report for the fiscal year ending December 31, 2026.

(ee)

Acknowledgment Regarding Purchasers’ Purchase of Shares. The Company acknowledges and agrees that each of the Purchasers

is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated

thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similar

capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by any Purchaser or

any of their respective representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby

is merely incidental to the Purchasers’ purchase of the Shares. The Company further represents to each Purchaser that the Company’s

decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the

transactions contemplated hereby by the Company and its representatives.

(ff)

Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement

or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.13 hereof), it is understood and acknowledged by

the Company that: (i) none of the Purchasers has been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing

or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company

or to hold the Shares for any specified term; (ii) past or future open market or other transactions by any Purchaser, specifically including,

without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement

transactions, may negatively impact the market price of the Company’s publicly-traded securities; (iii) any Purchaser, and counter-parties

in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short”

position in the Common Stock, and (iv) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s

length counter-party in any “derivative” transaction. The Company further understands and acknowledges that (y) one

or more Purchasers may engage in hedging activities at various times during the period that the Shares are outstanding, and (z) such

hedging activities (if any) could reduce the value of the existing stockholders’ equity interests in the Company at and after the

time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute

a breach of any of the Transaction Documents.

(gg)

Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly,

any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate

the sale or resale of any of the 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, other than, in the case of clauses (ii) and (iii), compensation paid to the Placement Agent in connection with the placement

of the Shares.

(hh)

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

with the terms of the Company’s stock option plan and (ii) with an exercise price at least equal to the fair market value of the

Common Stock on the date such stock option would be considered granted under GAAP and applicable law. No stock option granted under the

Company’s stock option plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company

policy or practice to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the

release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or

prospects.

(ii)

Cybersecurity. (i)(x) There has been no security breach or other compromise of or relating to any of the Company’s or any

Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective

customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively,

“IT Systems and Data”) and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of

any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and

Data; (ii) the Company and the Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders,

rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations

relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use,

access, misappropriation or modification, except as would not, individually or in the aggregate, have a Material Adverse Effect; (iii)

the Company and the Subsidiaries have implemented and maintained commercially reasonable safeguards to maintain and protect its material

confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company

and the Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices.

(jj)

Compliance with Data Privacy Laws. (i) The Company and the Subsidiaries are, and at all times during the last three (3) years

were, in compliance with all applicable state, federal and foreign data privacy and security laws and regulations, including, without

limitation, the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) (collectively, “Privacy

Laws”); (ii) the Company and the Subsidiaries have in place, comply with, and take appropriate steps reasonably designed to

ensure compliance with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure,

handling and analysis of Personal Data (as defined below) (the “Policies”); (iii) the Company provides accurate notice

of its applicable Policies to its customers, employees, third party vendors and representatives as required by the Privacy Laws; and

(iv) applicable Policies provide accurate and sufficient notice of the Company’s then-current privacy practices relating to its

subject matter, and do not contain any material omissions of the Company’s then-current privacy practices, as required by Privacy

Laws. “Personal Data” means (i) a natural person’s name, street address, telephone number, email address, photograph,

social security number, bank information, or customer or account number; (ii) any information which would qualify as “personally

identifying information” under the Federal Trade Commission Act, as amended; (iii) “personal data” as defined by GDPR;

and (iv) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection

or analysis of any identifiable data related to an identified person’s health or sexual orientation. (i) None of such disclosures

made or contained in any of the Policies have been inaccurate, misleading, or deceptive in violation of any Privacy Laws and (ii) the

execution, delivery and performance of the Transaction Documents will not result in a breach of any Privacy Laws or Policies. Neither

the Company nor the Subsidiaries (i) to the knowledge of the Company, has received written notice of any actual or potential liability

of the Company or the Subsidiaries under, or actual or potential violation by the Company or the Subsidiaries of, any of the Privacy

Laws; (ii) is currently conducting or paying for, in whole or in part, any investigation, remediation or other corrective action pursuant

to any regulatory request or demand pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement by or with any

court or arbitrator or governmental or regulatory authority that imposed any obligation or liability under any Privacy Law.

(kk)

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

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

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

(ll)

U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within

the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s

request.

(mm)

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

Act of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the

“Federal Reserve”). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly or indirectly,

five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent or more of the total equity

of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries

or Affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and

to regulation by the Federal Reserve.

(nn)

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

applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended,

applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”),

and no Action or Proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company

or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any Subsidiary, threatened.

3.2

Representations and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and

warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case

they shall be accurate as of such date):

(a)

Organization; Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and

in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited

liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents

and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance

by such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate,

partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to

which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof,

will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except:

(i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general

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

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

by applicable law.

(b)

Understandings or Arrangements. Such Purchaser is acquiring the Shares as principal for its own account and has no direct or indirect

arrangement or understandings with any other persons to distribute or regarding the distribution of such Shares (this representation

and warranty not limiting such Purchaser’s right to sell the Shares pursuant to the Registration Statement or otherwise in compliance

with applicable federal and state securities laws). Such Purchaser is acquiring the Shares hereunder in the ordinary course of its business.

(c)

Purchaser Status. At the time such Purchaser was offered the Shares, it was, and as of the date hereof it is an “accredited

investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12), or (a)(13) under the Securities Act.

(d)

Experience of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication

and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment

in the Shares, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment

in the Shares and, at the present time, is able to afford a complete loss of such investment.

(e)

Access to Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including

all exhibits and schedules thereto) and the SEC Reports and has been afforded, (i) the opportunity to ask such questions as it has deemed

necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the

Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and its financial condition,

results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the

opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that

is necessary to make an informed investment decision with respect to the investment. Such Purchaser acknowledges and agrees that neither

the Placement Agent nor any Affiliate of the Placement Agent has provided such Purchaser with any information or advice with respect

to the Shares nor is such information or advice necessary or desired. Neither the Placement Agent nor any Affiliate has made or makes

any representation as to the Company or the quality of the Shares and the Placement Agent and any Affiliate may have acquired non-public

information with respect to the Company which such Purchaser agrees need not be provided to it. In connection with the issuance of the

Shares to such Purchaser, neither the Placement Agent nor any of its Affiliates has acted as a financial advisor or fiduciary to such

Purchaser.

(f)

Certain Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser has

not, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any

purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser

first received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material

terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing,

in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of

such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers

managing other portions of such Purchaser’s assets, the representation set forth above shall only apply with respect to the portion

of assets managed by the portfolio manager that made the investment decision to purchase the Shares covered by this Agreement. Other

than to other Persons party to this Agreement or to such Purchaser’s representatives, including, without limitation, its officers,

directors, partners, legal and other advisors, employees, agents and Affiliates, such Purchaser has maintained the confidentiality of

all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding

the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions,

with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.

The

Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s

right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties

contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement

or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained

herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order

to effect Short Sales or similar transactions in the future.

ARTICLE

IV.

OTHER AGREEMENTS OF THE PARTIES

4.1

Shares. The Shares shall be issued free of all legends.

4.2

Furnishing of Information. Until the time that no Purchaser owns Shares, the Company covenants to maintain the registration of

the Common Stock under Section 12(b) or 12(g) of the Exchange Act and to timely file (or obtain extensions in respect thereof and file

within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act

even if the Company is not then subject to the reporting requirements of the Exchange Act.

4.3

Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security

(as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Shares for purposes of the rules

and regulations of any Trading Market such that it would require shareholder approval prior to the closing of such other transaction

unless shareholder approval is obtained before the closing of such subsequent transaction.

4.4

Securities Laws Disclosure; Publicity. The Company shall (a) by the Disclosure Time, issue a press release disclosing the material

terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits

thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of such press release, the Company

represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers

by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates or agents, including,

without limitation, the Placement Agent, in connection with the transactions contemplated by the Transaction Documents. In addition,

effective upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations

under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors,

employees, Affiliates or agents, including, without limitation, the Placement Agent, on the one hand, and any of the Purchasers or any

of their Affiliates on the other hand, shall terminate and be of no further force or effect. The Company understands and confirms that

each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. The Company and each

Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and

neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior

consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect

to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required

by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication.

Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser

in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except

(a) as required by federal securities law in connection with the filing of final Transaction Documents with the Commission and (b) to

the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with

prior notice of such disclosure permitted under this clause (b) and reasonably cooperate with such Purchaser regarding such disclosure.

4.5

Shareholder Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person,

that any Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill

(including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by

the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving

Shares under the Transaction Documents or under any other agreement between the Company and the Purchasers.

4.6

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction

Documents, which shall be disclosed pursuant to Section 4.4, the Company covenants and agrees that neither it, nor any other Person acting

on its behalf will provide any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes

constitutes, material non-public information, unless prior thereto such Purchaser shall have consented in writing to the receipt of such

information and agreed in writing with the Company to keep such information confidential. The Company understands and confirms that each

Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company,

any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates delivers any material, non-public

information to a Purchaser without such Purchaser’s consent, the Company hereby covenants and agrees that such Purchaser shall

not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, employees,

Affiliates or agents, including, without limitation, the Placement Agent, or a duty to the Company, any of its Subsidiaries or any of

their respective officers, directors, employees, Affiliates or agents, including, without limitation, the Placement Agent, not to trade

on the basis of, such material, non-public information, provided that the Purchaser shall remain subject to applicable law. To the extent

that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the

Company or any Subsidiaries, the Company shall simultaneously with the delivery of such notice file such notice with the Commission pursuant

to a Current Report on Form 8-K. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant

in effecting transactions in securities of the Company.

4.7

Use of Proceeds. The Company shall use the net proceeds from the sale of the Shares hereunder for working capital purposes and

shall not use such proceeds: (a) for the settlement of any outstanding litigation or (b) in violation of FCPA or OFAC regulations.

4.8

Indemnification of Purchasers. Subject to the provisions of this Section 4.8, the Company will indemnify and hold each Purchaser

and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent

role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser

(within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders,

agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding

a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all

losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements,

court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result

of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement

or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their

respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser Party, with respect to any of the

transactions contemplated by the Transaction Documents (unless such action is solely based upon a material breach of such Purchaser Party’s

representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may

have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser

Party which is finally judicially determined to constitute fraud, gross negligence or willful misconduct. If any action shall be brought

against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly

notify the Company in writing, and, the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably

acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate

in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent

that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable

period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel a

material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the

Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be

liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s prior

written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim,

damage or liability is attributable to any Purchaser Party’s breach of any of the representations made by a Purchaser Party in

this Agreement or the other Transaction Documents. The indemnification required by this Section 4.8 shall be made by periodic payments

of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity

agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or

others and any liabilities the Company may be subject to pursuant to law.

4.9

Reservation of Common Stock. As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep

available at all times, free of preemptive rights, a sufficient number of shares of Common Stock for the purpose of enabling the Company

to issue Shares pursuant to this Agreement.

4.10

Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock

on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all

of the Shares on such Trading Market and promptly secure the listing of all of the Shares on such Trading Market. The Company further

agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application

all of the Shares, and will take such other action as is necessary to cause all of the Shares to be listed or quoted on such other Trading

Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its

Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under

the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer

through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of

fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer.

4.11

Subsequent Equity Sales.

(a)

From the date hereof until thirty (30) days after the Closing Date, neither the Company nor any Subsidiary shall (i) issue, enter into

any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents or (ii)

file any registration statement or amendment or supplement thereto, other than the Prospectus Supplement or filing a registration statement

on Form S-8 in connection with any employee benefit plan.

(b)

From the date hereof until one (1) year after the Closing Date, the Company shall be prohibited from effecting or entering into an agreement

to effect any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (or a combination of units

thereof) involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction in which the Company

(i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to

receive additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that is based

upon and/or varies with the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of

such debt or equity securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date

after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly

related to the business of the Company or the market for the Common Stock or (ii) enters into, or effects a transaction under, any agreement,

including, but not limited to, an equity line of credit or an “at-the-market offering”, whereby the Company may issue securities

at a future determined price regardless of whether shares pursuant to such agreement have actually been issued and regardless of whether

such agreement is subsequently canceled; provided, however, that, after the expiration of the prohibition period in Section

4.11(a) above, the entry into and/or issuance of shares of Common Stock in an “at the market” offering with the Placement

Agent as sales agent shall not be deemed a Variable Rate Transaction. Any Purchaser shall be entitled to obtain injunctive relief against

the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages.

(c)

Notwithstanding the foregoing, this Section 4.11 shall not apply in respect of an Exempt Issuance, except that no Variable Rate Transaction

shall be an Exempt Issuance.

4.12

Equal Treatment of Purchasers. No consideration (including any modification of this Agreement) shall be offered or paid to any

Person to amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration is also offered

to all of the parties to this Agreement. For clarification purposes, this provision constitutes a separate right granted to each Purchaser

by the Company and negotiated separately by each Purchaser, and is intended for the Company to treat the Purchasers as a class and shall

not in any way be construed as the Purchasers acting in concert or as a group with respect to the purchase, disposition or voting of

Shares or otherwise.

4.13

Certain Transactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that

neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including

Short Sales of any of the Company’s securities during the period commencing with the execution of this Agreement and ending at

such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as

described in Section 4.4. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the

transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press release as described

in Section 4.4, such Purchaser will maintain the confidentiality of the existence and terms of this transaction (other than as disclosed

to its legal and other representatives). Notwithstanding the foregoing and notwithstanding anything contained in this Agreement to the

contrary, the Company expressly acknowledges and agrees that (i) no Purchaser makes any representation, warranty or covenant hereby that

it will not engage in effecting transactions in any securities of the Company after the time that the transactions contemplated by this

Agreement are first publicly announced pursuant to the initial press release as described in Section 4.4, (ii) no Purchaser shall be

restricted or prohibited from effecting any transactions in any securities of the Company in accordance with applicable securities laws

from and after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press

release as described in Section 4.4 and (iii) no Purchaser shall have any duty of confidentiality or duty not to trade in the securities

of the Company to the Company, any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates, or agent,

including, without limitation, the Placement Agent, after the issuance of the initial press release as described in Section 4.4. Notwithstanding

the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate

portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the

portfolio managers managing other portions of such Purchaser’s assets, the covenant set forth above shall only apply with respect

to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Shares covered by this Agreement.

ARTICLE

MISCELLANEOUS

5.1

Termination. This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without

any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the

Closing has not been consummated on or before the fifth (5th) Trading Day following the date hereof; provided, however,

that no such termination will affect the right of any party to sue for any breach by any other party (or parties).

5.2

Fees and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and

expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the

negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees (including,

without limitation, any fees required for same-day processing of any instruction letter delivered by the Company), stamp taxes and other

taxes and duties levied in connection with the delivery of any Shares to the Purchasers.

5.3

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, the Prospectus and the Prospectus

Supplement, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior

agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such

documents, exhibits and schedules.

5.4

Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in

writing and shall be deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication is

delivered via email attachment at the email address as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New

York City time) on a Trading Day, (b) the next Trading Day after the time of transmission, if such notice or communication is delivered

via email attachment at the email address as set forth on the signature pages attached hereto on a day that is not a Trading Day or later

than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing, if

sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required

to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto.

5.5

Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument

signed, in the case of an amendment, by the Company and Purchasers which purchased at least 50.1% in interest of the Shares based on

the initial Subscription Amounts hereunder (or, prior to the Closing, the Company and each Purchaser) or, in the case of a waiver, by

the party against whom enforcement of any such waived provision is sought, provided that if any amendment, modification or waiver disproportionately

and adversely impacts a Purchaser (or multiple Purchasers), the consent of such disproportionately impacted Purchaser (or at least 50.1%

in interest of such multiple Purchasers) shall also be required. No waiver of any default with respect to any provision, condition or

requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver

of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder

in any manner impair the exercise of any such right. Any amendment effected in accordance with this Section 5.5 shall be binding upon

each Purchaser and holder of Shares and the Company.

5.6

Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to

limit or affect any of the provisions hereof.

5.7

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and

permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent

of each Purchaser (other than by merger). Any Purchaser may assign any or all of its rights under this Agreement to any Person to whom

such Purchaser assigns or transfers any Shares, provided that such transferee agrees in writing to be bound, with respect to the transferred

Shares, by the provisions of the Transaction Documents that apply to the “Purchasers.”

5.8

No Third-Party Beneficiaries. The Placement Agent shall be the third party beneficiary of the representations, warranties, and

covenants of the Company in this Agreement and the representations, warranties, and covenants of the Purchasers in this Agreement. This

Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the

benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise set forth in Section 4.8 and this Section

5.8.

5.9

Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents

shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the

principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and

defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto

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

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

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

in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of

any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that

it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient

venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any

such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery)

to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and

sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process

in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction

Documents, then, in addition to the obligations of the Company under Section 4.8, the prevailing party in such Action or Proceeding shall

be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation,

preparation and prosecution of such Action or Proceeding.

5.10

Survival. The representations and warranties contained herein shall survive the Closing and the delivery of the Shares.

5.11

Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one

and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party,

it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by e-mail delivery

of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose

behalf such signature is executed) with the same force and effect as if such “.pdf” signature page were an original thereof.

5.12

Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to

be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall

remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially

reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated

by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would

have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared

invalid, illegal, void or unenforceable.

5.13

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions

of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction

Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may

rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election

in whole or in part without prejudice to its future actions and rights.

5.14

Replacement of Shares. If any certificate or instrument evidencing any Shares is mutilated, lost, stolen or destroyed, the Company

shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu

of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company

of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable

third-party costs (including customary indemnity) associated with the issuance of such replacement Shares.

5.15

Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages,

each of the Purchasers and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that

monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction

Documents and hereby agree to waive and not to assert in any Action for specific performance of any such obligation the defense that

a remedy at law would be adequate.

5.16

Payment Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document

or a Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise

or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by

or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including,

without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such

restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect

as if such payment had not been made or such enforcement or setoff had not occurred.

5.17

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document

are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance

or non-performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any other

Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as

a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way

acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each

Purchaser shall be entitled to independently protect and enforce its rights including, without limitation, the rights arising out of

this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional

party in any Proceeding for such purpose. Each Purchaser has been represented by its own separate legal counsel in its review and negotiation

of the Transaction Documents. For reasons of administrative convenience only, each Purchaser and its respective counsel have chosen to

communicate with the Company through EGS. EGS does not represent any of the Purchasers and only represents the Placement Agent. The Company

has elected to provide all Purchasers with the same terms and Transaction Documents for the convenience of the Company and not because

it was required or requested to do so by any of the Purchasers. It is expressly understood and agreed that each provision contained in

this Agreement and in each other Transaction Document is between the Company and a Purchaser, solely, and not between the Company and

the Purchasers collectively and not between and among the Purchasers.

5.18

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

or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business

Day.

5.19

Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise

the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against

the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each

and every reference to share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse

and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the

date of this Agreement.

5.20

WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY,

THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY,

IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

(Signature

Pages Follow)

WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized

signatories as of the date first indicated above.

Alpha Modus

Holdings, Inc

Address for Notice:

By:

Name:

E-Mail:

Title:

With a copy to (which shall not constitute

notice):

[REMAINDER

OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE

PAGE FOR PURCHASER FOLLOWS]

[PURCHASER

SIGNATURE PAGES TO AMOD SECURITIES PURCHASE AGREEMENT]

WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories

as of the date first indicated above.

Name

of Purchaser: ________________________________________________________

Signature

of Authorized Signatory of Purchaser: _________________________________

Name

of Authorized Signatory: _______________________________________________

Title

of Authorized Signatory: ________________________________________________

Address of Authorized Signatory: _________________________________________

Address

for Notice to Purchaser:

Address

for Delivery of Shares to Purchaser (if not same as address for notice):

Subscription

Amount: $_________________

_________________

EIN

Number: ____________________

☐

Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to

purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the

Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii)

the Closing shall occur on the first (1st) Trading Day following the date of this Agreement (or the second (2nd) Trading Day

following the date of this Agreement if this Agreement is signed on a day that is not a Trading Day or after 4:00 p.m. (New York City

time) and before midnight (New York City time) on a Trading Day) and (iii) any condition to Closing contemplated by this Agreement (but

prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument,

certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation

of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as

applicable) to such other party on the Closing Date.

[SIGNATURE

PAGES CONTINUE]

EX-99.1

Filename: ex99-1.htm · Sequence: 5

Exhibit

99.1

Alpha

Modus Announces $7.25 Million Registered Direct Offering of Common Stock

CORNELIUS,

N.C., Oct. 21, 2026 (GLOBE NEWSWIRE) — Alpha Modus Holdings, Inc. (NASDAQ: AMOD) (“Alpha Modus” or the “Company”),

today announced that it has entered into definitive agreements for the purchase of an aggregate of 6,304,348 shares of its common stock,

at a purchase price of $1.15 per share in a registered direct offering. The closing of the offering is expected to occur on or about

October 22, 2026, subject to the satisfaction of customary closing conditions.

H.C.

Wainwright & Co. is acting as the exclusive placement agent for the offering.

The

aggregate gross proceeds to the Company from the offering are expected to be approximately $7.25 million, before deducting the placement

agent fees and other offering expenses payable by the Company. The Company currently intends to use the net proceeds from the offering

to repay certain of its indebtedness and for general corporate purposes.

The

securities described above are being offered pursuant to a “shelf” registration statement (File No. 333-292606) filed with

the Securities and Exchange Commission (“SEC”) on January 7, 2026 and declared effective on January 16, 2026. The offering

is being made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement.

The prospectus supplement and the accompanying prospectus relating to the securities being offered will be filed with the SEC and be

available at the SEC’s website at www.sec.gov. Electronic copies of the prospectus supplement and the accompanying prospectus relating

to the securities being offered may also be obtained, when available, by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue,

3rd Floor, New York, NY 10022, by telephone at (212) 856-5711 or e-mail at placements@hcwco.com.

This

press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor

shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful

prior to the registration or qualification under the securities laws of any such state or jurisdiction.

About

Alpha Modus Holdings, Inc.

Alpha

Modus Holdings, Inc. (NASDAQ: AMOD) is a vertical AI company focused on real-time, in-store shopper engagement and attribution. Its patented

“closed-loop” retail AI framework, Sense → Decide → Deliver → Attribute, enables brands and retailers to measure

the full impact of digital content, physical interactions, and transaction outcomes. Through subsidiaries like Alpha Modus, Corp. and

Alpha Modus Financial Services, LLC., the company is actively deploying technologies that merge artificial intelligence, retail media,

and financial access across the physical retail landscape.

Forward-Looking

Statements

This

press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the

United States Private Securities Litigation Reform Act of 1995. Alpha Modus’s actual results may differ from their expectations,

estimates, and projections, and, consequently, you should not rely on these forward-looking statements as predictions of future events.

Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,”

“intend,” “plan,” “may,” “will,” “could,” “should,” “believes,”

“predicts,” “potential,” “continue,” and similar expressions (or the negative versions of such words

or expressions) are intended to identify such forward-looking statements, but are not the exclusive means of identifying these statements.

These forward-looking statements include, without limitation, the completion of the offering, the satisfaction of customary closing conditions

related to the offering and the intended use of net proceeds from the offering.

Alpha

Modus cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Alpha Modus

does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements

to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based.

Investor

Relations Contact

Alpha

Modus Holdings, Inc.

Email:

ir@alphamodus.com

Website:

www.alphamodus.com

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