Form 8-K

8-K — NEXTNRG, INC.

Accession: 0001493152-26-025539

Filed: 2026-05-28

Period: 2026-05-25

CIK: 0001817004

SIC: 5500 (RETAIL-AUTO DEALERS & GASOLINE STATIONS)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

EX-99.1 (ex99-1.htm)

EX-99.2 (ex99-2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

0001817004

2026-05-25

iso4217:USD

xbrli:shares

iso4217:USD

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the

Securities

Exchange Act of 1934

Date

of report (Date of earliest event reported): May 25, 2026

NextNRG,

Inc.

(Exact

Name of Registrant as Specified in Charter)

Delaware

001-40809

83-4260623

(State

or Other Jurisdiction

Incorporation)

(Commission

File

Number)

(I.R.S.

Employer

Identification

No.)

407

Lincoln Road #9F

Miami

Beach, FL 33139

(Address

of Principal Executive Offices and Zip Code)

(305)

791-1169

Registrant’s

Telephone Number, Including Area Code

Check

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

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

☐

Written

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

☐

Soliciting

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

☐

Pre-commencement

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

☐

Pre-commencement

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

Securities

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

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock

NXXT

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 (17 CFR §230.405)

or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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.

May 25, 2026, NextNRG, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”)

with an institutional investor. Pursuant to the Purchase Agreement, the Company agreed to sell to the investor, and the investor agreed

to purchase from the Company, in a private placement offering, an aggregate of 10,000,000 shares (the “Shares”) of the Company’s

common stock, par value $0.0001 per share (the “Common Stock”) at a purchase price of $0.64 per Share for aggregate gross

proceeds of $6,400,000. The offering closed on May 27, 2026 (the “Closing Date”), upon satisfaction of customary closing

conditions.

The

Company intends to use the net proceeds from the private placement to support continued growth across its operating segments, strengthen

working capital, accelerate strategic expansion initiatives, and eliminate $2,415,666 of convertible debt, which consists of all

of the Company’s outstanding convertible debt.

Pursuant

to the Purchase Agreement, the Company has agreed to file a resale registration statement (the “Registration Statement”)

with the Securities and Exchange Commission (the “SEC”) to register the Shares for resale. The Company agreed to file the

Registration Statement as soon as practicable (and in any event within 10 calendar days of the Purchase Agreement), and to use commercially

reasonable efforts to have such Registration Statement declared effective within 30 days after its filing, or 60 days in the event of

a review by the SEC.

The

Purchase Agreement provides that, for a period commencing upon the signing of the Purchase Agreement until 30 days after the effective

date of the Registration Statement, neither the Company nor any of its subsidiaries shall (i) issue, enter into any agreement to issue

or announce the issuance or proposed issuance of any Common Stock or common stock equivalents, or (ii) file any registration statement

or any amendment or supplement thereto. The restrictions are subject to certain exceptions as described in the Purchase Agreement. Further,

for a period of 60 days following the effective date of the Registration Statement, Company is also 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 an at-the-market offering or a Variable Rate Transaction, as defined in the Purchase Agreement.

addition, each of the Company’s directors and executive officers entered into a lock-up agreement (the “Lock-Up Agreement”)

pursuant to which they agreed not to offer, sell, contract to sell, hypothecate, pledge or otherwise dispose any shares of Common Stock

for a period of 60 days following the effective date of the Registration Statement, subject to certain customary exceptions.

May 25, 2026, in connection with the private placement offering, the Company entered into a Placement Agency Agreement (the “Placement

Agency Agreement”) with A.G.P./Alliance Global Partners (the “Placement Agent”). The Company agreed to pay the Placement

Agent an aggregate cash fee equal to 7.0% of the aggregate gross proceeds of the private placement offering and agreed to reimburse the

Placement Agent for up to $60,000 in expenses. The Shares were not registered under the Securities Act of 1933, as amended (the “Securities

Act”) and were offered pursuant to an exemption from the registration requirements of the Securities Act provided under Section

4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act.

The

foregoing descriptions of the Purchase Agreement and the Placement Agency Agreement do not purport to be complete and are subject to,

and qualified in their entirety by, reference to the full text of such documents which are attached as exhibits to this Form 8-K, and

are incorporated herein by reference.

Item

3.02 Unregistered Sales of Equity Securities.

The

information provided in response to Item 1.01 of this report is incorporated by reference into this Item 3.02. The Company relied upon

the exemption from registration provided by Section 4(a)(2) of the Securities Act for transactions not involving a public offering and/or

Rule 506 of Regulation D promulgated thereunder.

Item

8.01 Other Events

May 26, 2026, the Company issued a press release regarding the execution of the Purchase Agreement, a copy of which is attached as Exhibit

99.1 hereto. On May 27, 2026, the Company issued a press release regarding the closing of the private placement, a copy of which is attached

as Exhibit 99.2 hereto.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

10.1

Form of Securities Purchase Agreement

10.2

Placement Agency Agreement

99.1

Press Release dated May 26, 2026

99.2

Press Release dated May 28, 2026

104

Cover

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

SIGNATURES

Pursuant

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

the undersigned hereunto duly authorized.

NextNRG,

Inc.

Date:

May 27, 2026

By:

/s/

Michael D. Farkas

Name:

Michael

D. Farkas

Title:

Chief

Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

SECURITIES

PURCHASE AGREEMENT

This

Securities Purchase Agreement (this “Agreement”) is dated as of May 25, 2026, between NextNRG, Inc., a Delaware corporation

(the “Company”), and the purchasers identified on the signature pages hereto (including its successors and assigns,

each a “Purchaser”, and collectively the “Purchasers”).

WHEREAS,

subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act (as defined below)

and/or Rule 506 of Regulation D promulgated thereunder, 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 except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day

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

“Closing”

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

“Closing

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

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

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

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

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

“Commission”

means the United States Securities and Exchange Commission.

“Common

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

securities may hereafter be reclassified or changed.

“Common

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

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

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

“Company

Counsel” means Sichenzia Ross Ference Carmel LLP.

“Disclosure

Schedules” means the Disclosure Schedules of the Company delivered concurrently herewith.

“Disclosure

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

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

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

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

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

“Exchange

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

“Exempt

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

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

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

to the Company, (b) securities upon the exercise or exchange of or conversion of securities exercisable or exchangeable for or convertible

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

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

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

pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided

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

that require or permit the filing of any registration statement in connection therewith during the prohibition period in Section 4.11

herein and provided that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or

through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and

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

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

securities.

“FCPA”

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

“GAAP”

means U.S. generally accepted accounting principles.

“Indebtedness”

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

“Intellectual

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

“Liens”

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

“Lock-Up

Agreement” means, collectively, the Lock-Up Agreements, dated as of the date hereof, by and among the Company and each of the

Company’s directors and executive officers, in the form of Exhibit A attached hereto.

“Material

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

“Material

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

“Per

Share Purchase Price” equals $0.64, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations

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

“Person”

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

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

“Placement

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

“Placement

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

“Proceeding”

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

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

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

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

“Purchaser

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

“Registration

Statement” means a registration statement meeting the requirements set forth in the Section 4.16 and covering the resale by

the Purchasers of the Securities.

“Required

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

“Rule

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

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

as such Rule.

“Rule

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

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

as such Rule.

“SEC

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

“Securities”

means the Shares.

“Securities

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

“Shares”

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

“Short

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

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

“Subscription

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

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

Amount,” in United States dollars and in immediately available funds.

“Subsidiary”

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

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

“Trading

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

“Trading

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

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

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

“Transaction

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

with the transactions contemplated hereunder.

“Transfer

Agent” means ClearTrust, LLC, the current transfer agent of the Company, with a mailing address of 16540 Pointe Village Dr,

Ste 210, Lutz, FL 33558, and any successor transfer agent of the Company.

ARTICLE

II.

PURCHASE

AND SALE

2.1

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

Purchasers, severally and not jointly, agree to purchase, the number of Shares set forth under “Subscription Amount” on the

Purchaser’s signature page hereto at the Per Share Purchase Price. In the event that the Closing does not occur within three Business

Days after the Closing Date, the Company shall promptly (but not later than one business day thereafter) return the previously wired

amounts to each respective Purchaser by wire transfer of United States dollars in immediately available funds to the account specified

by each Purchaser, and any book entries for the Securities shall be deemed cancelled. Each Purchaser’s Subscription Amount as set

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

with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares, and the Company and each Purchaser

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

set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer of the Closing documentation. Unless

otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (i.e., on the

Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer

Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent

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

(or its clearing firm) by wire transfer to the Company).

2.2

Deliveries.

(a)

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

(i)

this Agreement duly executed by the Company;

(ii)

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

(iii)

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

Officer;

(iv)

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

Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”)

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

(v)

Lock-up Agreements, in form and substance reasonably acceptable to each Purchaser, executed by each officer and director of the Company;

(vi)

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

and

(vii)

the duly executed and delivered Secretary’s Certificate, in form and substance satisfactory to the Placement Agent and each Purchaser.

(b)

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

(i)

this Agreement duly executed by such Purchaser; and

(ii)

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

Company or its designee.

2.3

Closing Conditions.

(a)

The obligations of the Company hereunder in connection with the Closing with respect to each Purchaser are subject to the following conditions

being met:

(i)

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

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

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

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

(ii)

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

performed in all material respects; and

(iii)

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

(b)

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

(i)

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

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

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

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

(ii)

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

(iii)

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

(iv)

there shall have been no Material Adverse Effect with respect to the Company since the date hereof;

(v)

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

Commission or any Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg

L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported

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

State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international

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

judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing; and

(vi)

the Company shall have filed an additional listing application with the principal Trading Market with respect to the Shares;

(vii)

after giving effect to the issuance of the Securities pursuant this Agreement, on the Closing Date, no fewer than 167,685,667 shares

of Common Stock of the Company will have been issued and outstanding, and all such issued and outstanding shares of Common Stock shall

have been issued prior to or contemporaneously with the issuance of the Securities to the Purchasers.

ARTICLE

III.

REPRESENTATIONS

AND WARRANTIES

3.1

Representations and Warranties of the Company. Except as set forth in the SEC Reports and the Disclosure Schedules, which Disclosure

Schedules shall be deemed a part hereof and shall qualify any representation or otherwise made herein to the extent of the disclosure

contained in the corresponding section of the Disclosure Schedules, the Company hereby makes the following representations and warranties

to each Purchaser:

(a)

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

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

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

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

any of them in the Transaction Documents shall be disregarded. There are no outstanding options, warrants, scrip rights to subscribe

to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable

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

understandings or arrangements by which any Subsidiary is or may become bound to issue capital stock, except for those set forth in disclosure

schedule 3.1(a)

(b)

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

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

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

and to carry on its business as currently conducted. The Company and each of the Subsidiaries has all necessary authorizations, approvals,

orders, licenses, certificates and permits of and from all governmental regulatory officials and bodies that it needs as of the date

hereof to conduct its business purpose in all material respects as described in the SEC Reports and to own or lease its properties. Neither

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

bylaws, memorandum and articles of association or other organizational or charter documents. Each of the Company and the Subsidiaries

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

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

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

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

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

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

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

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

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

(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 Securities and the consummation by it of the transactions contemplated hereby and thereby

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

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

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

of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment,

anti-dilution or similar adjustments, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement,

credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the

Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, except

as set forth in disclosure schedule 3.1(d), or (iii) subject to the Required Approvals, conflict with or result in a violation of any

law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company

or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company

or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not, individually or in the

aggregate, have or reasonably be expected to result in a Material Adverse Effect.

(e)

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

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

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

the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of a Form D, (iii) the notice and/or

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

(iv) the filing of the Registration Statement pursuant to Section 4.16; and (v) such filings as are required to be made under applicable

state securities laws (collectively, the “Required Approvals”).

(f)

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

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

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

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

Transaction Documents.

(g)

Capitalization. The capitalization of the Company is as set forth in Disclosure Schedule 3.1(g). 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 and as a result of the purchase and sale of the Securities, there are no outstanding options, warrants,

scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible

into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock or the

capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is

or may become bound to issue additional shares of Common Stock or Common Stock Equivalents or the capital stock of any Subsidiary. The

issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue shares of Common Stock or other securities

to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise,

conversion, exchange or reset price under any of such securities. There are no outstanding securities or instruments of the Company or

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

by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does

not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the

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

in compliance with all federal and state securities laws where applicable, and none of such outstanding shares was issued in violation

of any preemptive rights or similar rights to subscribe for or purchase securities. Except for the Required Approvals, no further approval

or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There

are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which

the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

(h)

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

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

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

foregoing materials, including the exhibits thereto and documents incorporated by reference therein being collectively referred to herein

as the “SEC Reports”) on a timely basis except for its most recent 10-K and its 10-Q for Q2 2025 (both were filed

a couple hours past the extension due date), or has received a valid extension of such time of filing and has filed any such SEC Reports

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

requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue

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

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

Rule 144(i) under the Securities Act. The consolidated financial statements of the Company included in the SEC Reports comply in all

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

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

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

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

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

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

(i)

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

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

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

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

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

(iii) the Company has not altered its method of accounting, (iv) the

Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or

made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to

any officer, director or Affiliate, except pursuant to existing Company stock option plans. The Company does not have pending before

the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this

Agreement or as set forth in the SEC Reports, no event, liability, fact, circumstance, occurrence or development 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”). None of the Actions set forth in the SEC Reports (i) adversely affects or challenges

the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii)

could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company

nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or

liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of

the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former

director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration

statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.

(k)

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

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

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

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

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

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

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

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

with respect to any of the foregoing matters which could reasonably be expected to result in a Material Adverse Effect. 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. Except as set forth in Disclosure Schedule 3.1(l), neither the Company nor any Subsidiary: (i) is in default under

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

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

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

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

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

rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws

relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters,

except in each case of (i), (ii) and (iii) as could not have or reasonably be expected to result in a Material Adverse Effect.

(m)

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

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

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

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

modification of any Material Permit.

(n)

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

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

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

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

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

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

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

material respects.

(o)

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

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

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

the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None

of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights

has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date

of this Agreement except where such expiration, termination or abandonment would not reasonably be expected to have a Material Adverse

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

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

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

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

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

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

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

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

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

(p)

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

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

but not limited to, directors and officers insurance coverage in amount deemed prudent by the Company. Neither the Company nor any Subsidiary

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

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

(q)

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

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

party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including

any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal

property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any

officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee

has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other

than for (i) payment of salary or consulting fees for services rendered,

(ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits, including stock option agreements

under any stock option plan of the Company.

(r)

Sarbanes-Oxley; Internal Accounting Controls. Other than as disclosed in Disclosure Schedule 3.1(r), the Company and the Subsidiaries

and their respective officers and directors are in compliance with any and all applicable requirements of the Sarbanes-Oxley Act of 2002,

as amended, that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission

thereunder that are effective as of the date hereof and as of the Closing Date. The Company and the Subsidiaries maintain a system of

internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s

general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity

with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general

or specific authorization, and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities

at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have established

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

designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it

files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s

rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of

the Company and the Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act

(such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange

Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations

as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as

such term is defined in the Exchange Act) of the Company and its Subsidiaries that have materially affected, or is reasonably likely

to materially affect, the internal control over financial reporting of the Company and its Subsidiaries.

(s)

Certain Fees. No brokerage or finder’s fees or commissions are or will be payable by the Company or any Subsidiary to any

broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions

contemplated by the Transaction Documents, other than fees payable to the Placement Agent pursuant to the Placement Agency Agreement.

The Purchasers shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons

for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated by the Transaction Documents.

(t)

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

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

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

under the Investment Company Act of 1940, as amended.

(u)

Registration Rights. Except as set forth in Disclosure Schedule 3.1(u), no Person has any right to cause the Company or any Subsidiary

to effect the registration under the Securities Act of any securities of the Company or any Subsidiary.

(v)

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

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

of the Common Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating

such registration. The Company has not, in the 12 months preceding the date hereof, received notice from any Trading Market on which

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

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

to be, in compliance with all such listing and maintenance requirements. The Common Stock is currently eligible for electronic transfer

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

The Depository Trust Company (or such other established clearing corporation) in connection with such electronic transfer.

(w)

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

to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement)

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

laws of its state of incorporation that is or could become applicable to a Purchaser as a result of such Purchaser and the Company fulfilling

their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s

issuance of the Securities and such Purchaser’s ownership of the Securities.

(x)

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

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

any information that it believes constitutes or might constitute material, non-public information which is not otherwise disclosed in

the SEC Reports. 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 in all material respects

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

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

(y)

No Integrated Offering. Assuming the accuracy of each Purchaser’s representations and warranties set forth in Section 3.2,

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

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

to be integrated with prior offerings by the Company for purposes of (i) the Securities Act, or (ii) any applicable shareholder approval

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

(z)

Solvency. The Company has no knowledge of any facts or circumstances which lead it to believe that it will file for reorganization

or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date. The SEC Reports

sets forth as of the date hereof all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the

Company or any Subsidiary has commitments. For the purposes of this Agreement, “Indebtedness” means (x)

any liabilities for borrowed money or amounts owed by the Company in excess of $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

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

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

course of business; and (z) the present value of any lease payments in excess of $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.

(aa)

Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a

Material Adverse Effect, the Company and its Subsidiaries each (i) has made or filed, or filed an extension to file, all material 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 material taxes and other governmental assessments and charges that are material in amount,

shown or determined to be due on such returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate

for the payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There

are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company

or of any Subsidiary know of no basis for any such claim.

(bb)

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

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

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

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

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

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

(cc)

Accountants. The Company’s current independent registered public accounting firm is as set forth in the SEC Reports. To

the knowledge and belief of the Company, such accounting firm (i) is a registered public accounting firm as required by the Exchange

Act and (ii) shall express its opinion with respect to the financial statements to be included in the Company’s Annual Report for

the fiscal year ending December 31, 2026.

(dd)

Acknowledgment Regarding Each Purchaser’s Purchase of Securities. The Company acknowledges and agrees that, to its knowledge,

each Purchaser is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the

transactions contemplated thereby. The Company further acknowledges that, to its knowledge, each Purchaser is not acting as a financial

advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated

thereby and any advice given by any Purchaser or any of its representatives or agents in connection with the Transaction Documents and

the transactions contemplated thereby is merely incidental to such Purchaser’s purchase of the Securities. The Company further

represents to each Purchaser that the Company’s decision to enter into this Agreement and the other Transaction Documents has been

based solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.

(ee)

Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding

(except for Sections 3.2(f) and 4.12 hereof), it is understood and acknowledged by the Company that: (i) the Purchasers have not been

asked by the Company to agree, nor have the Purchasers agreed, to desist from purchasing or selling, long and/or short, securities of

the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified

term; (ii) past or future open market or other transactions by the Purchasers, specifically including, without limitation, Short Sales

or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively

impact the market price of the Company’s publicly-traded securities; (iii) the Purchasers, and counter-parties in “derivative”

transactions to which any Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common

Stock, and (iv) the Purchasers shall not be deemed to have any affiliation with or control over any arm’s length counter-party

in any “derivative” transaction. The Company further understands and acknowledges that (y) the Purchasers may engage in hedging

activities at various times during the period that the Securities are outstanding, and (z)

such hedging activities (if any) could reduce the value of the existing stockholders’ equity interests in the Company at and after

the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not

constitute a breach of any of the Transaction Documents.

(ff)

Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly,

any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate

the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any

of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities

of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Placement Agent in connection with the placement

of the Securities.

(gg)

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

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

Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) and the Company will not, directly or indirectly,

use the proceeds of the offering of Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary,

joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S.

sanctions administered by OFAC.

(hh)

U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within

the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon any Purchaser’s

request.

(ii)

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

Act of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the

“Federal Reserve”). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly or indirectly,

five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent or more of the total equity

of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries

or Affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and

to regulation by the Federal Reserve.

(jj)

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

applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended,

applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”),

and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company

or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any Subsidiary, threatened.

(kk)

Stamp or Other Tax. No stamp or other issuance or transfer taxes or duties and no capital gains, income, withholding or other

taxes are payable by or on behalf of the Placements Agents or the Purchasers are payable in the United States or taxing authority thereof

or therein in connection with the sale and delivery by the Company of the Securities to or for the sale and delivery by the Securities

to the Purchasers.

(ll)

Environmental Laws. The handling, use, treatment, disposal, discharge, emission, contamination, release or other activity involving

any kind of hazardous, toxic or other wastes, pollutants, contaminants, petroleum products or other hazardous or toxic substances, chemicals

or materials (“Hazardous Substances”) by, due to, on behalf of, or caused by the Company or any Subsidiary (or, to

the Company’s knowledge, any other entity for whose acts or omissions the Company is or may be liable) upon any property now or

previously owned, operated, used or leased by the Company or any Subsidiary, or upon any other property, which would be a violation of

or give rise to any liability under any applicable law, rule, regulation, order, judgment, decree or permit, common law provision or

other legally binding standard relating to pollution or protection of human health and the environment (“Environmental Law”),

except for violations and liabilities which, individually or in the aggregate, would not have a Material Adverse Effect. There has been

no disposal, discharge, emission contamination or other release of any kind at, onto or from any such property or into the environment

surrounding any such property of any Hazardous Substances with respect to which the Company or any Subsidiary has knowledge, except as

would not, individually or in the aggregate, have a Material Adverse Effect. There is no pending or, to the best of the Company’s

knowledge, threatened administrative, regulatory or judicial action, claim or notice of noncompliance or violation, investigation or

proceedings relating to any Environmental Law against the Company or any Subsidiary, except as would not, individually or in the aggregate,

have a Material Adverse Effect. No property of the Company or any Subsidiary is subject to any Lien under any Environmental Law. Except

as disclosed in the SEC Reports, neither the Company nor any Subsidiary is subject to any order, decree, agreement or other individualized

legal requirement related to any Environmental Law, which, in any case (individually or in the aggregate), would have a Material Adverse

Effect. The Company and each Subsidiary has all permits, authorizations and approvals required under any applicable Environmental Laws

and are each in compliance with their requirements. In the ordinary course of its business, the Company periodically reviews the effect

of Environmental Laws on the business, operations and properties of the Company and the Subsidiaries, in the course of which it identifies

and evaluates associated costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up,

closure or remediation of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints

on operating activities and any potential liabilities to third parties). On the basis of such review, the Company has reasonably concluded

that such associated costs and liabilities would not, individually or in the aggregate, have a Material Adverse Effect.

(mm)

Cybersecurity. (i)(x) There has been no security breach or other compromise of or relating to any of the Company’s or any

Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective

customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively,

“IT Systems and Data”) and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of

any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and

Data; (ii) the Company and the Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders,

rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations

relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use,

access, misappropriation or modification, except as would not, individually or in the aggregate, have a Material Adverse Effect; (iii)

the Company and the Subsidiaries have implemented and maintained commercially reasonable safeguards to maintain and protect its material

confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company

and the Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices.

(nn)

Other Covered Persons. Other than the Placement Agent, the Company is not aware of any person that has been or will be paid (directly

or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Securities.

(oo)

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

with the terms of the Company’s stock option plan and (ii) with an exercise price at least equal to the fair market value of the

Common Stock on the date such stock option would be considered granted under GAAP and applicable law. No stock option granted under the

Company’s stock option plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company

policy or practice to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the

release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or

prospects.

(pp)

No Disagreements with Accountants and Lawyers. There are no disagreements of any kind presently existing, or reasonably anticipated

by the Company to arise, between the Company and the accountants and lawyers formerly or presently employed by the Company, and the Company

is current with respect to any fees owed to its accountants and lawyers which could affect the Company’s ability to perform any

of its obligations under any of the Transaction Documents or the Placement Agency Agreement.

(qq)

Compliance with Data Privacy Laws. To the Company’s knowledge: (i) the Company and the Subsidiaries are, and at all times

during the last three (3) years were, in compliance with all applicable state, federal and foreign data privacy and security laws and

regulations, including, without limitation, the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679)

(collectively, “Privacy Laws”); (ii) the Company and the Subsidiaries have in place, comply with, and take appropriate

steps reasonably designed to ensure compliance with their policies and procedures relating to data privacy and security and the collection,

storage, use, disclosure, handling and analysis of Personal Data (as defined below) (the “Policies”); (iii) the Company

provides accurate notice of its applicable Policies to its customers, employees, third party vendors and representatives as required

by the Privacy Laws; and (iv) applicable Policies provide accurate and sufficient notice of the Company’s then-current privacy

practices relating to its subject matter, and do not contain any material omissions of the Company’s then-current privacy practices,

as required by Privacy Laws. “Personal Data” means (i) a natural person’s name, street address, telephone number,

email address, photograph, social security number, bank information, or customer or account number; (ii) any information which would

qualify as “personally identifying information” under the Federal Trade Commission Act, as amended; (iii) “personal

data” as defined by GDPR; and (iv) any other piece of information that allows the identification of such natural person, or his

or her family, or permits the collection or analysis of any identifiable data related to an identified person’s health or sexual

orientation. Except as would not, individual or in the aggregate, have a material adverse effect: (i) none of such disclosures made or

contained in any of the Policies have been inaccurate, misleading, or deceptive in violation of any Privacy Laws; and (ii) the execution,

delivery and performance of the Transaction Documents will not result in a breach of any Privacy Laws or Policies. Neither the Company

nor the Subsidiaries, to the knowledge of the Company, (i) has received written notice of any actual or potential liability of the Company

or the Subsidiaries under, or actual or potential violation by the Company or the Subsidiaries of, any of the Privacy Laws; (ii) is currently

conducting or paying for, in whole or in part, any investigation, remediation or other corrective action pursuant to any regulatory request

or demand pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement by or with any court or arbitrator or governmental

or regulatory authority that imposed any obligation or liability under any Privacy Law.

(rr)

No Disqualification Events. With respect to the Securities to be offered and sold hereunder in reliance on Rule 506 under the

Securities Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of

the Company participating in the offering hereunder, any beneficial owner of 20% or more of the Company’s outstanding voting equity

securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act)

connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer

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

under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2)

or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification

Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the

Purchasers a copy of any disclosures provided thereunder.

(ss)

Notice of Disqualification Events. The Company will notify the Purchasers and the Placement Agent in writing, prior to the Closing

Date of (i) any Disqualification Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time,

become a Disqualification Event relating to any Issuer Covered Person.

3.2

Representations and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and

warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case

they shall be accurate as of such date):

(a)

Organization; Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and

in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership limited

liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents

and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance

by such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate,

partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to

which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof,

will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except:

(i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general

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

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

by applicable law.

(b)

Understandings or Arrangements. Such Purchaser is acquiring the Securities as principal for its own account and has no direct

or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation

of the Securities Act or any applicable state securities law (this representation and warranty not limiting such Purchaser’s right

to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities

laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser understands that the

Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities

law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities

or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing

any of such Securities in violation of the Securities Act or any applicable state securities law.

(c)

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is either: (i) an

“accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12) or (a)(13) under the

Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. Such Purchaser

hereby represents that neither such Purchaser nor any of its Rule 506(d) Related Parties (as defined below) is a “bad actor”

within the meaning of Rule 506(d) promulgated under the Securities Act. For purposes of this Agreement, “Rule 506(d) Related

Party” shall mean a person or entity covered by the “Bad Actor disqualification” provision of Rule 506(d) of Regulation

D under the Securities Act.

(d)

Experience of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication

and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment

in the Securities, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of

an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.

(e)

Access to Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including

all exhibits and schedules thereto) and the SEC Reports and has been afforded (i) the opportunity to ask such questions as it has deemed

necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the

Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial condition,

results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the

opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that

is necessary to make an informed investment decision with respect to the investment. Such Purchaser acknowledges and agrees that neither

the Placement Agent nor any Affiliate of the Placement Agent has provided such Purchaser with any information or advice with respect

to the Securities nor is such information or advice necessary or desired. Neither the Placement Agent nor any Affiliate has made or makes

any representation as to the Company or the quality of the Securities and the Placement Agent and any Affiliate may have acquired non-public

information with respect to the Company which such Purchaser agrees need not be provided to it. In connection with the issuance of the

Securities to such Purchaser, neither the Placement Agent nor any of its Affiliates has acted as a financial advisor or fiduciary to

such Purchaser.

(f)

Certain Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser has

not, 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

pricing terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing,

(A) in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions

of such Purchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by

the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement, and (B) in the case of

a Purchaser that has implemented internal information barriers pursuant to information controls policy to “wall-off” certain

trading personnel, the representations set forth above shall only apply to such walled-off trading personnel. Other than to other Persons

party to this Agreement or to such Purchaser’s representatives, including, without limitation, its officers, directors, partners,

legal and other advisors, employees, agents and Affiliates, such Purchaser has maintained the confidentiality of all disclosures made

to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing, for

the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect

to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.

(g)

No General Solicitation. Such Purchaser is not, to such Purchaser’s knowledge, purchasing the Securities as a result of

any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media

or broadcast over television or radio or presented at any seminar or, to the knowledge of such Purchaser, any other general solicitation

or general advertisement.

(h)

Independent Investment Decision. The Purchaser understands that nothing in the Transaction Agreements or any other materials presented

by or on behalf of the Company to the Purchaser in connection with the purchase of the Securities constitutes legal, tax or investment

advice. The Purchaser has consulted such legal, tax and investment advisors as it, in such Purchaser’s sole discretion, has deemed

necessary or appropriate in connection with its purchase of the Securities.

(i)

Risk Factors. The Purchaser understands and acknowledges that his, her or its purchase of the Securities is a speculative investment

that involves a high degree of risk and the potential loss of their entire investment and has carefully read and considered the matters

and Risk factors set forth in the SEC Reports.

The

Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect each Purchaser’s

right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties

contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement

or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained

herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order

to effect Short Sales or similar transactions in the future.

ARTICLE

IV.

OTHER

AGREEMENTS OF THE PARTIES

4.1

Legends.

(a)

The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities

other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser or in connection

with a pledge as contemplated in Section 4.1(b), the Company shall cause Company Counsel to provide an opinion of counsel, the form and

substance of which opinion shall be reasonably satisfactory to the transferor, to the effect that such transfer does not require registration

under the Securities Act. As a condition of transfer (other than pursuant to an effective Registration Statement or Rule 144), any such

transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights and obligations of a Purchaser

under this Agreement.

(b)

The Purchasers agree, so long as is required by this Section 4.1, to the imprinting of a legend on, or the book-entry registrations bearing

a legend for, any of the Securities substantially in the following form:

NEITHER

THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE

COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF

1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT

SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS

SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT

WITH A REGISTERED BROKER DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED

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

The

Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered

broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited investor”

as defined in Rule 501(a) of Regulation D under the Securities Act and, if required under the terms of such arrangement, such Purchaser

may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval

of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith.

Further, no notice shall be required of such pledge. The Company will execute and deliver such reasonable documentation as a pledgee

or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including, if the Securities

are subject to registration pursuant to Section 4.16, the preparation and filing of any required prospectus supplement under Rule 424(b)(3)

under the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders

thereunder. The Company shall be responsible for any Transfer Agent fees, DTC fees, or fees of counsel to the Company associated with

the issuance of any opinion or the removal of any legends on any of the Securities.

(c)

Book-entry registrations for the Shares shall not contain any legend (including the legend set forth in Section 4.1(b) hereof), (i) while

a registration statement (including the Registration Statement) covering the resale of such Shares is effective under the Securities

Act, (ii) following any sale of such Shares pursuant to Rule 144 and the Company is then in compliance with the current public information

required under Rule 144, (iii) if such Shares are eligible for sale under Rule 144, without the requirement for the Company to be in

compliance with the current public information required under Rule 144 as to such Shares and without volume or manner-of-sale restrictions,

or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements

issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent or the Purchaser

promptly after the Effective Date if required by the Transfer Agent to effect the removal of the legend hereunder, or if requested by

a Purchaser, respectively. The Company agrees that following the Effective Date or at such time as such legend is no longer required

under this Section 4.1(c), it will, no later than (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard

Settlement Period (as defined below) following the delivery by a Purchaser to the Company or the Transfer Agent of a written request

by the Purchaser to the Company or the Transfer Agent (“Request Notice”) (such date, the “Legend Removal

Date”), and provided that the Purchaser delivered a letter of representation as the Company’s counsel may reasonably

request on the date of the Request Notice, deliver or cause to be delivered to such Purchaser confirmation that such shares are free

from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent

that enlarge the restrictions on transfer set forth in this Section 4.1. Book-entry registrations for Securities subject to legend removal

hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker

with The Depository Trust Company as directed by such Purchaser. As used herein, “Standard Settlement Period” means

the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to

the Common Stock as in effect on the date of delivery of a certificate representing Shares issued with a restrictive legend.

(d)

In addition to such Purchaser’s other available remedies, (i) if the Company fails to issue and deliver (or cause to be delivered)

to a Purchaser by the Legend Removal Date confirmation that such shares identified in the Request Notice are free from all restrictive

and other legends pursuant to Section 4.1(c) above, the Company shall pay to a Purchaser, in cash, as partial liquidated damages and

not as a penalty, for each $1,000 of Securities (based on the VWAP of the Common Stock on the date such Securities are submitted to the

Transfer Agent) delivered for removal of the restrictive legend and subject to Section 4.1(c), $10 per Trading Day (increasing to $20

per Trading Day five (5) Trading Days after the Legend Removal Date) for each Trading Day after the Legend Removal Date (or, if later,

four (4) days after the Request Notice date) until such certificate is delivered without a legend, and (ii) (A) if the Company fails

to issue and deliver (or cause to be delivered) to a Purchaser by the Legend Removal Date confirmation that such shares identified in

the Request Notice are free from all restrictive and other legends pursuant to Section 4.1(c) above and (B) if after the Legend Removal

Date such Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale

by such Purchaser of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal

to all or any portion of the number of shares of Common Stock that such Purchaser anticipated receiving from the Company without any

restrictive legend, then, an amount equal to the excess of such Purchaser’s total purchase price (including brokerage commissions

and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket

expenses, if any) (the “Buy-In Price”) over the product of (I) such number of Shares that the Company was required

to deliver to such Purchaser by the Legend Removal Date multiplied by (II) the lowest closing sale price of the Common Stock on any Trading

Day during the period commencing on the date of the delivery by such Purchaser to the Company of the applicable Securities and ending

on the date of such delivery and payment under this Section 4.1(d).

(e)

Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company that such Purchaser will sell any Securities

pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or

an exemption therefrom, and that if Securities are sold pursuant to a Registration Statement, they will be sold in compliance with the

plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from book-entry registrations representing

Securities as set forth in this Section 4.1 is predicated upon the Company’s reliance upon this understanding.

4.2

Furnishing of Information. Until the time that no Purchaser owns Securities, the Company covenants to maintain the registration

of the Common Stock under Section 12(b) or 12(g) of the Exchange Act and timely file (or obtain extensions in respect thereof and file

within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act

even if the Company is not then subject to the reporting requirements of the Exchange Act.

4.3

Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security

(as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the

rules and regulations of any Trading Market such that it would require 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 each Purchaser that it shall have publicly disclosed all material, non-public information delivered to each Purchaser by

the Company or any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates or agents, including, without

limitation, the Placement Agent, in connection with the transactions contemplated by the Transaction Documents. In addition, effective

upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations

under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors,

employees, Affiliates or agents, including, without limitation, the Placement Agent, on the one hand, and each Purchaser or any of its

Affiliates on the other hand, 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 such Purchaser, or without the prior consent of such 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 each Purchaser with prior notice

of such disclosure permitted under this clause (b) and reasonably cooperate with such Purchaser regarding such disclosure.

4.5

Shareholder Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person,

that any Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including

any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company,

or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under

the Transaction Documents or under any other agreement between the Company and the Purchasers.

4.6

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction

Documents, which shall be disclosed pursuant to Section 4.4, the Company covenants and agrees that neither it, nor any other Person acting

on its behalf will provide any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes

constitutes, material non-public information, unless prior thereto such Purchaser shall have consented in writing to receipt of such

information and agreed in writing with the Company to keep such information confidential. The Company understands and confirms that each

Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company,

or any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates delivers any material, non-public

information to a Purchaser 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, agents,

employees or Affiliates, including, without limitation, the Placement Agent, or a duty to the Company, any of its Subsidiaries or any

of their respective officers, directors, agents, employees or Affiliates, including, without limitation, the Placement Agent, not to

trade on the basis of, such material, non-public information, provided that the Purchasers shall remain subject to applicable

law. To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information

regarding the Company or any Subsidiaries, the Company shall simultaneously with the delivery of such notice file such notice with the

Commission pursuant to a Current Report on Form 8-K. The Company understands and confirms that each Purchaser shall be relying on the

foregoing covenant in effecting transactions in securities of the Company.

4.7

Use of Proceeds. The Company shall use the net proceeds from the sale of the Securities hereunder for general corporate purposes,

including for satisfaction of any portion of the Company’s debt and shall not use such proceeds: 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, to the fullest extent

permitted by applicable law, and hold each Purchaser and its directors, officers, shareholders, members, partners, investment managers,

employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack

of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and

Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners, investment managers, or employees

(and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any

other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities,

obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and

reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating

to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the

other Transaction Documents or (b) any action instituted against a Purchaser Party in any capacity (including a Purchaser Party’s

status as an investor), or any of them or their respective Affiliates, by the Company or 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 conduct by such Purchaser Party which is finally judicially determined to constitute fraud, gross negligence or willful

misconduct) or (c) in connection with any registration statement of the Company providing for the resale by the Purchaser of the Securities

issued pursuant to this Agreement. In addition, subject to the provisions of this Section 4.7, the Company will indemnify Purchaser Party,

to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including,

without limitation, reasonable attorneys’ fees) and expenses, as incurred, arising out of or relating to (i) any untrue or alleged

untrue statement of a material fact contained in such registration statement, any prospectus or any form of prospectus or in any amendment

or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material

fact required to be stated therein or necessary to make the statements

therein (in the case of any prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading,

except to the extent, but only to the extent, that such untrue statements or omissions are based solely upon information regarding such

Purchaser furnished in writing to the Company by such Purchaser expressly for use therein, or (ii) any violation or alleged violation

by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder in connection

therewith. If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement,

such Purchaser Party shall promptly notify the Company in writing, and, except with respect to direct claims brought by the Company,

the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser

Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof,

but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment

thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to

assume such defense and to employ counsel reasonably acceptable to the Purchaser or (iii) in such action there is, in the reasonable

opinion of counsel to the applicable Purchaser Party (which may be internal counsel), a material conflict on any material issue between

the position of the Company and the position of such Purchaser Party, in which case the Company shall be responsible for the reasonable

fees and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party under this Agreement

(y) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably

withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser

Party’s breach of any of the representations made by the Purchaser in this Agreement. Company shall not, without the prior written

consent of the Purchaser Party, effect any settlement of any pending or threatened action or proceeding in respect of which any Purchaser

Party is or could have been a party and indemnity could have been sought hereunder by such Purchaser Party, unless such settlement includes

an unconditional release of such Purchaser Party from all liability on claims that are the subject matter of such proceeding and does

not include any statements as to, or any findings of, fault, culpability or failure to act by or on behalf of any Purchaser Party. In

addition, if any Purchaser Party takes actions to collect amounts due under any Transaction Documents or to enforce the provisions of

any Transaction Documents, then the Company shall pay the costs incurred by such Purchaser Party for such collection, enforcement or

action, including, but not limited to, attorneys’ fees and disbursements. The indemnification and other payment obligations required

by this Section 4.8 shall be made by periodic payments of the amount thereof during the course of the investigation, defense, collection,

enforcement or action, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition

to any cause of action or similar right of any Purchaser Party against the Company or others and any liabilities the Company may be subject

to pursuant to law.

4.9

Reservation of Common Stock. As of the date hereof, the Company has reserved, free of preemptive rights, a sufficient number of

shares of Common Stock for the purpose of enabling the Company to issue Shares pursuant to this Agreement.

4.10

Listing of Shares. The Company hereby agrees to use its best efforts to maintain the listing or quotation of the Common Stock

on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall submit a listing of additional

shares notification form to the such Trading Market with respect to the Shares. The Company further agrees, if the Company applies to

have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares, and will take such

other action as is 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 Effective 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 filing of the Registration Statement and the filing

of a registration statement on Form S-8 in connection with any employee benefit plan.

(b)

From the date hereof until the sixty (60) days after the Effective 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 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.

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.

4.12

Certain Transactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that

neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including

Short Sales of any of the Company’s securities during the period commencing with the execution of this Agreement and ending at

such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as

described in Section 4.4. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the

transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press release as described

in Section 4.4, such Purchaser will maintain the confidentiality of the existence and terms of this transaction (other than as disclosed

to its legal and other representatives). Notwithstanding the foregoing, and notwithstanding anything contained in this Agreement to the

contrary, the Company expressly acknowledges and agrees that (i) no Purchaser makes any representation, warranty or covenant hereby that

it will not engage in effecting transactions in any securities of the Company after the time that the transactions contemplated by this

Agreement are first publicly announced pursuant to the initial press release as described in Section 4.4, (ii) no Purchaser shall be

restricted or prohibited from effecting any transactions in any securities of the Company in accordance with applicable securities laws

from and after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press

release as described in Section 4.4 and (iii) no Purchaser shall have any duty of confidentiality or duty not to trade in the securities

of the Company to the Company, any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates, or agent,

including, without limitation, the Placement Agent, after the issuance of the initial press release as described in Section 4.4. Notwithstanding

the foregoing, (A) in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate

portions of such Purchaser’s assets, the covenant set forth above shall only apply with respect to the portion of assets managed

by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement, and (B) in the case

of a Purchaser that has implemented internal information barriers pursuant to information controls policy to “wall-off” certain

trading personnel, this Section 4.12 shall apply only with respect to activities of such walled-off trading personnel.

4.13

Equal Treatment of Purchasers. No consideration (including any modification of any Transaction Document) shall be offered or paid

to any Person to amend or consent to a waiver or modification of any provision of the Transaction Documents unless the same consideration

is also offered to all Purchasers. For clarification purposes, this provision constitutes a separate right granted to each Purchaser

by the Company and negotiated separately by each Purchaser, and is intended for the Company to treat the Purchasers as a class and shall

not in any way be construed as the Purchasers acting in concert or as a group with respect to the purchase, disposition, or voting of

Shares or otherwise.

4.14

Lock-Up Agreements. The Company shall not amend, modify, waive or terminate any provision of any of the Lock-Up Agreements except

to extend the term of the lock-up period and shall enforce the provisions of each Lock-Up Agreement in accordance with its terms. If

any party to a Lock-Up Agreement breaches any provision of such Lock-Up Agreement, the Company shall promptly use its best efforts to

seek specific performance of the terms of such Lock-Up Agreement.

4.15

Acknowledgment of Dilution. The Company acknowledges that the issuance of the Securities may result in dilution of the outstanding

shares of Common Stock, which dilution may be substantial under certain market conditions. The Company further acknowledges that its

obligations under the Transaction Documents, including, without limitation, its obligation to issue the Shares pursuant to the Transaction

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

effect of any such dilution or any claim the Company may have against any Purchaser and regardless of the dilutive effect that such issuance

may have on the ownership of the other stockholders of the Company.

4.16

Registration Statement.

(a)

As soon as practicable (and in any event within ten (10) calendar days of the date of this Agreement (the “Filing Date”)),

the Company shall file a registration statement on Form S-1 providing for the resale by the Purchasers of the Securities. The Company

shall allow Purchasers to review the registration statement prior to its filing and cooperate, reasonably and in good faith, with, and

take such customary actions as may reasonably be requested by the Purchasers, consistent with the terms of this Agreement, in connection

with the registration of the Securities. The Company shall use commercially reasonable efforts to cause such registration to become effective

within thirty (30) days (sixty (60) days in the event the Commission elects to review such registration statement) (the “Effective

Date”) following the filing date of such registration statement and to keep (x) any qualification, exemption or compliance

under state securities laws which the Company determines to obtain continuously effective with respect to the Purchasers, (y) the registration

statement or any subsequent shelf registration statement free of any material misstatements or omissions at all times and (z) such registration

statement effective at all times until the earlier of (i) the date that no Purchaser owns any Shares and (ii) the date on which all Securities

may be sold pursuant to Rule 144 without regard to volume limitations.

(b)

The Company shall advise the Purchasers as promptly as practicable, but in no event later than within one (1) Business Day: (i) when

a registration statement or any amendment thereto has been filed with the Commission and when such registration statement or any post-effective

amendment thereto has become effective; (2) of any request by the Commission for amendments or supplements to any registration statement

or the prospectus included therein or for additional information; (3) of the issuance by the Commission of any stop order suspending

the effectiveness of any registration statement or the initiation of any proceedings for such purpose; (4) of the receipt by the Company

of any notification with respect to the suspension of the qualification of the Securities included therein for sale in any jurisdiction

or the initiation or threatening of any proceeding for such purpose; and (5) subject to the provisions in this Agreement, of the occurrence

of any event that requires the making of any changes in any registration statement or prospectus so that, as of such date, the statements

therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements

therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading. Notwithstanding anything

to the contrary set forth herein, the Company shall not, when so advising the Purchasers of such events, provide the Purchasers with

any material, non-public information regarding the Company other than to the extent that providing notice to the Purchasers of the occurrence

of the events listed in clauses (1) through (5) above may constitute material, non-public information regarding the Company. The Company

shall use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any registration

statement as soon as reasonably practicable. Upon the occurrence of an event listed in clause (5) above, the Company shall use its commercially

reasonable efforts to as soon as reasonably practicable prepare a post-effective amendment to such registration statement or a supplement

to the related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Securities included

therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make

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

4.17

Capital Changes. Until the date that is twelve (12) months after the Closing Date, the Company shall not undertake a reverse or

forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in

interest of the Shares other than a reverse stock split that is required, in the good faith determination of the Board of Directors,

to maintain the listing of the Common Stock on the Trading Market.

ARTICLE

MISCELLANEOUS

5.1

Termination. This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without

any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the Company, if the Closing

Date has not occurred on or before the fifth (5th) Trading Day following the date hereof; provided, however, that no such

termination will affect the right of any party to sue for any breach by any other party (or parties).

5.2

Fees and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and

expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the

negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees (including,

without limitation, any fees required for same-day processing of any instruction letter delivered by the Company, stamp taxes and other

taxes and duties levied in connection with the delivery of any Securities to the Purchasers.

5.3

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding

of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written,

with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

5.4

Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in

writing and shall be deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication is

delivered via email attachment at the email address as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New

York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered

via email attachment at the email address as set forth on the signature pages attached hereto on a day that is not a Trading Day or later

than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing, if sent by U.S.

nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given.

The address for such notices and communications shall be as set forth on the signature pages attached hereto. To the extent that any

notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the Company

or any Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K.

5.5

Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument

signed, in the case of an amendment, by the Company and Purchasers which purchased at least fifty and one tenth percent (50.1%) in interest

of the Securities based on the initial Subscription Amounts hereunder (or, prior to the Closing, the Company and each Purchaser) or,

in the case of a waiver, by the party against whom enforcement of any such waived provision is sought, provided that if any amendment,

modification or waiver disproportionately and adversely impacts a Purchaser (or group of Purchasers), the consent of such disproportionately

impacted Purchaser (or group of Purchasers) shall also be required. No waiver of any default with respect to any provision, condition

or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver

of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder

in any manner impair the exercise of any such right. Any proposed amendment or waiver that disproportionately, materially and adversely

affects the rights and obligations of any Purchaser relative to the comparable rights and obligations of the other Purchasers shall require

the prior written consent of such adversely affected Purchaser. Any amendment effected in accordance with this Section

5.5

shall be binding upon each Purchaser and holder of Securities and the Company.

5.6

Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to

limit or affect any of the provisions hereof.

5.7

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and

permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent

of each Purchaser (other than by merger). Any Purchaser may assign any or all of its rights under this Agreement to any Person to whom

such Purchaser assigns or transfers any Securities, provided that such transferee agrees in writing to be bound, with respect

to the transferred Securities, by the provisions of the Transaction Documents that apply to the “Purchaser” (other than in

respect of a transfer pursuant to an effective registration statement).

5.8

No Third-Party Beneficiaries. The Placement Agent shall be the third party beneficiary of the representations, warranties and

covenants of the Company in this Agreement and the representations, warranties and covenants of the Purchasers in this Agreement. This

Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the

benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise set forth in Section 4.8 and this Section

5.8.

5.9

Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents

shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the

principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and

defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto

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

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

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

in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of

any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim

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

venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any

such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery)

to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and

sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process

in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of the Transaction

Documents, then, in addition to the obligations of the Company under Section 4.8, the prevailing party in such action, suit or proceeding

shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the

investigation, preparation and prosecution of such action or proceeding.

5.10

Survival. The representations and warranties contained herein shall survive the Closing and the delivery of the Securities for

the applicable statute of limitations.

5.11

Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one

and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party,

it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by e-mail delivery

of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose

behalf such signature is executed) with the same force and effect as if such “.pdf” signature page were an original thereof.

5.12

Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to

be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall

remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially

reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated

by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would

have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared

invalid, illegal, void or unenforceable.

5.13

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions

of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction

Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may

rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election

in whole or in part without prejudice to its future actions and rights.

5.14

Replacement of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed,

the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation),

or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to

the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also

pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.

5.15

Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages,

each of the Purchasers and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that

monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction

Documents and hereby agree to waive and not to assert in any action for specific performance of any such obligation the defense that

a remedy at law would be adequate.

5.16

Payment Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document

or a Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise

or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by

or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including,

without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such

restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect

as if such payment had not been made or such enforcement or setoff had not occurred.

5.17

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document

are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance

or non-performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any other

Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as

a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way

acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each

Purchaser shall be entitled to independently protect and enforce its rights including, without limitation, the rights arising out of

this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional

party in any Proceeding for such purpose. Each Purchaser has been represented by its own separate legal counsel in its review and negotiation

of the Transaction Documents. For reasons of administrative convenience only, each Purchaser and its respective counsel have chosen to

communicate with the Company through the legal counsel of the Placement Agent. The legal counsel of the Placement Agent does not represent

any of the Purchasers and only represents the Placement Agent. The Company has elected to provide all Purchasers with the same terms

and Transaction Documents for the convenience of the Company and not because it was required or requested to do so by any of the Purchasers.

It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between

the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

5.18

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

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

succeeding Trading Day or Business Day, as the case may be.

5.19

Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise

the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against

the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each

and every reference to share prices and Common Stock in any Transaction Document shall be subject to adjustment for reverse and forward

stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this

Agreement.

5.20

WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT,

OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE

GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

(Signature

Pages Follow)

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.

NextNRG,

Inc.

Address

for Notice:

[●]

By:

Name:

[●]

Title:

[●]

[REMAINDER

OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE

PAGE FOR PURCHASERS FOLLOWS]

[PURCHASERS

SIGNATURE PAGES TO NXXT 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:

Subscription

Amount: $_________________

Common

Stock: _________________

Exhibit

Form

of Lock-Up Agreement

(See

attached)

FORM

OF LOCK-UP AGREEMENT

May

[ ], 2026

Re:

Securities Purchase Agreement,

dated as of May 25, 2026 (the “Purchase Agreement”), between NextNRG, Inc., a Delaware corporation (the “Company”)

and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”)

Ladies

and Gentlemen:

Defined

terms not otherwise defined in this letter agreement (the “Letter Agreement”) shall have the meanings set forth in

the Purchase Agreement. The undersigned irrevocably agrees with A.G.P./Alliance Global Partners (“AGP”) and each Purchaser

that, from the date hereof until 60 days from the Effective Date (such period, the “Restriction Period”) the undersigned

will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed

to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due

to cash settlement or otherwise) by the undersigned or any Affiliate of the undersigned or any person in privity with the undersigned

or any Affiliate of the undersigned), directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease

a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), with respect to, any shares of Common Stock of the Company, par value $0.0001

per share, beneficially owned, held or hereafter acquired by the undersigned (the “Shares”), or make any demand for

or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration

of any shares of Common Stock or Common Stock Equivalents or publicly disclose the intention to do any of the foregoing. Beneficial ownership

shall be determined and calculated in accordance with Section 13(d) of the Exchange Act.

Notwithstanding

the foregoing, and subject to the conditions below, the undersigned may transfer the Shares provided that (1) in the case of any transfer

pursuant to clauses i) through vii) below AGP receives a signed lock-up letter agreement (in the form of this Letter Agreement) for the

balance of the Restriction Period from each donee, trustee, distributee, or transferee, as the case may be, prior to such transfer, (2)

in the case of any transfer pursuant to clauses i) through vii), any such transfer shall not involve a disposition for value, (3) in

the case of any transfer pursuant to clauses ii), iii), v), and vi) below, such transfer is not required to be reported during the Restriction

Period with the Shares and Exchange Commission in accordance with the Exchange Act and no report of such transfer shall be made voluntarily

during the Restriction Period reporting a reduction in beneficial ownership in connection with such transfer, (4) in the case of any

transfer pursuant to clauses i), iv), and vii) through ix), neither the undersigned nor any donee, trustee, distributee or transferee,

as the case may be, otherwise voluntarily effects any public filing or report during the Restriction Period regarding such transfers,

and (5), if the undersigned is required to effect any public filing or report during the Restriction Period in the case of any transfer

pursuant to clauses i), iv), and vii) through ix), with respect to transfer:

a bona fide gift or gifts;

ii)

(a) any immediate family member or (b) any trust for the direct or indirect benefit of the

undersigned or the immediate family of the undersigned (for

purposes

of this Letter Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote

than first cousin);

iii)

any corporation, partnership, limited liability company, or other business entity all of

the beneficial ownership interests of which are held by the undersigned and/or

the

immediate family of the undersigned;

iv)

the undersigned is a corporation, partnership, limited liability company, trust or other

business entity, (a) to another corporation, partnership, limited liability company, trust

or other business entity that is an affiliate (as defined in Rule 405 promulgated under the

Securities Act), or to any investment fund or other entity controlling, controlled by, managing

or managed by or under common control with the undersigned or (b) in the form of a distribution

to partners, members,

stockholders,

or other equity holders of the undersigned;

the undersigned is a trust, to the beneficiary of such trust;

vi)

will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate

family of the undersigned;

vii)

operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree or separation agreement, or

related court order related to the distribution of assets in connection with the dissolution of a marriage or civil union;

viii)

pursuant

to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors

of the Company and made to all holders of the Company’s capital stock the result of which is that any “person”

(as defined in Section 13(d)(3) of the Exchange Act), or group of persons, becomes the beneficial owner (as defined in Rules 13d-3

and 13d-5 of the Exchange Act) of more than 50% of total voting power of the voting stock of the Company or the surviving entity

(including, without limitation, the entering into any lock-up, voting or similar agreement pursuant to which the undersigned may

agree to transfer, sell, tender or otherwise dispose of Shares in connection with such transaction, or vote any shares of Common

Stock or other such securities in favor of any such transaction), provided that in the event that such transaction is not completed,

the undersigned’s Shares shall remain subject to the provisions of this letter agreement; or

ix)

the Company in a transaction exempt from Section 16(b) of the Exchange Act upon a vesting

event of the Shares or upon the exercise of options or warrants to purchase Common Stock

on a “cashless” or “net exercise” basis or to cover tax withholding

obligations of the undersigned in connection with such vesting or exercise (but for the avoidance

of doubt, excluding all manners of exercise that would

involve a sale in the open market of any securities relating to such options or warrants,

whether to cover the applicable aggregate exercise price, withholding tax

obligations or otherwise); provided that any Shares issued upon such exercise shall be subject

to the restrictions set forth in this Letter Agreement.

addition, notwithstanding the foregoing, this Letter Agreement shall not restrict the delivery of shares of Common Stock to the undersigned

upon (i) the exercise of any options granted under any employee benefit plan of the Company; provided that any Shares acquired in connection

with any such exercise will be subject to the restrictions set forth in this Letter Agreement, or (ii) the exercise of warrants; provided

that such shares of Common Stock delivered to the undersigned in connection with such exercise are subject to the restrictions set forth

in this Letter Agreement.

Furthermore,

the undersigned may enter into any new plan established in compliance with Rule 10b5-1 of the Exchange Act; provided that (i) such plan

may only be established if no public announcement or filing with the Securities and Exchange Commission, or other applicable regulatory

authority, is made during the Restriction Period in connection with the establishment of such plan, other than in a quarterly report

on Form 10-Q as required by the form and in which disclosure is made that no sale of shares of Common Stock may be made pursuant to such

plan during the Restriction Period and (ii) no sale of shares of Common Stock is made pursuant to such plan during the Restriction Period.

Notwithstanding

any other provision of this Letter Agreement, in no event shall the undersigned, directly or indirectly, enter into any swap, hedge,

or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Shares, whether

any such transaction is to be settled by delivery of Shares, in cash, or otherwise, during the Restriction Period. The foregoing shall

apply regardless of whether any such transaction is characterized as a sale of securities.

The

undersigned acknowledges that the execution, delivery and performance of this Letter Agreement is a material inducement to AGP and each

Purchaser to complete the transactions contemplated by the Purchase Agreement and each of AGP and each Purchaser shall be entitled to

specific performance of the undersigned’s obligations hereunder, without the necessity of posting a bond or other security and

without the necessity of proving actual damages. In furtherance of the foregoing, the undersigned acknowledges and agrees that the Company

and any duly appointed transfer agent for the registration or transfer of the securities described herein may decline to make any transfer

of securities if such transfer would constitute a violation or breach of this Letter Agreement. The undersigned hereby represents that

the undersigned has the power and authority to execute, deliver and perform this Letter Agreement, that the undersigned has received

adequate consideration therefor and that the undersigned will indirectly benefit from the closing of the transactions contemplated by

the Purchase Agreement.

the event of any breach or threatened breach by the undersigned of this Letter Agreement, in addition to any other remedies available

at law or in equity, each Purchaser and AGP shall be entitled to (a) an injunction or restraining order to prevent such breach or threatened

breach, without proof of actual damages and without the requirement of posting any bond or other security, and (b) reimbursement from

the undersigned of all reasonable attorneys’ fees, costs, and expenses incurred in connection with the enforcement of this Letter

Agreement. All remedies available under this Letter Agreement shall be cumulative and in addition to all other remedies available at

law or in equity.

The

undersigned agrees to promptly notify AGP and each Purchaser in writing of any proposed transfer of Shares during the Restriction Period,

including the identity of the proposed transferee, the number of Shares to be transferred, and the applicable exception under this Letter

Agreement, no fewer than two (2) Business Days prior to any such proposed transfer.

This

Letter Agreement may not be amended or otherwise modified in any respect without the prior written consent of AGP, the Purchasers holding

a majority in interest of the Shares, and the undersigned. This Letter Agreement shall be construed and enforced in accordance with the

laws of the State of New York without regard to the principles of conflict of laws. The undersigned hereby irrevocably submits to the

exclusive jurisdiction of the United States District Court sitting in the Southern District of New York and the courts of the State of

New York located in Manhattan, for the purposes of any suit, action or proceeding arising out of or relating to this Letter Agreement,

and hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that (i) it is not personally subject to

the jurisdiction of such court, (ii) the suit, action or proceeding is brought in an inconvenient forum, or (iii) the venue of the suit,

action or proceeding is improper. The undersigned hereby irrevocably waives personal service of process and consents to process being

served in any such suit, action or proceeding by receiving a copy thereof sent to the Company at the address in effect for notices to

it under the Purchase Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof.

The undersigned hereby waives any right to a trial by jury. Nothing contained herein shall be deemed to limit in any way any right to

serve process in any manner permitted by law.

The

undersigned understands that if the Purchase Agreement (other than the provisions thereof that survive termination) terminates prior

to the Closing, then this Letter Agreement shall be void and of no further force or effect.

This

Letter Agreement shall be binding on successors, assigns, heirs, and personal representatives of the undersigned with respect to the

Shares and any such successor, assign, heir, or personal representative shall enter into a similar agreement for the benefit of AGP and

the Purchasers. This Letter Agreement is intended for the benefit of the parties hereto, each Purchaser, and their respective successors

and permitted assigns, and each Purchaser is an express intended third-party beneficiary of this Letter Agreement and shall be entitled

to enforce its provisions as if it were a party hereto.

***

SIGNATURE PAGE FOLLOWS***

This

Letter Agreement may be executed in two or more counterparts, all of which when taken together may be considered one and the same agreement.

Signature

Print Name

Position in Company, if any

Address for Notice:

EX-10.2

Filename: ex10-2.htm · Sequence: 3

Exhibit

10.2

Certain

information has been redacted in accordance with Item 601(b)(10)(iv) of Regulation S-K because such information (i) is not material and

(ii) is the type of information the registrant treats as private or confidential. Information that has been so redacted from this exhibit

has been marked with “[***]” to indicate the omission.

May

25, 2026

NextNRG,

Inc.

Attention:

Michael D.

Farkas 407 Lincoln Rd. #9F

Miami

Beach, Florida, 33139

Dear Mr. Farkas:

This

letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners (“A.G.P.”

or the “Placement Agent”) and NextNRG, Inc., a Delaware corporation (the “Company”), that the Placement

Agent shall serve as the exclusive placement agent for the Company, on a reasonable “best efforts” basis, in connection with

the proposed placement (the “Placement”) of shares of common stock of the Company, par value $0.0001 per share (the

“Securities”). The Securities actually placed by the Placement Agent are referred to herein as the “Placement

Agent Securities.” The terms of the Placement shall be mutually agreed upon by the Company and the purchasers of the Securities

(each, a “Purchaser” and collectively, the “Purchasers”), and nothing herein constitutes that the

Placement Agent would have the power or authority to bind the Company or any Purchaser, or an obligation for the Company to issue any

Securities or complete the Placement. The Company expressly acknowledges and agrees that the Placement Agent’s obligations hereunder

are on a reasonable “best efforts” basis only and that the execution of this Agreement does not constitute a commitment by

the Placement Agent to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof

or the success of the Placement Agent with respect to securing any other financing on behalf of the Company. The Securities shall be

offered and sold in a private placement under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder.

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

Placement. Certain affiliates of the Placement Agent may participate in the Placement by purchasing some of the Placement Agent Securities.

The sale of Placement Agent Securities to any Purchaser will be evidenced by a securities purchase agreement (the “Purchase

Agreement”) between the Company and such Purchaser, in a form reasonably acceptable to the Company and the Purchaser. Prior

to the signing of any Purchase Agreement, officers of the Company will be available to answer inquiries from the prospective Purchasers.

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

Placement. Capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Purchase Agreement.

SECTION

1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY; COVENANTS OF THE COMPANY.

Representations of the Company. With respect to the Placement Agent Securities, each of the representations and warranties (together

with any related disclosure schedules thereto) and covenants made by the Company to the Purchasers in the Purchase Agreement in

connection with the Placement, is hereby incorporated herein by reference into this Agreement (as though fully restated herein) and

is, as of the date of this Agreement and as of the date of the sale of the Placement Agent Securities (the “Closing

Date”), hereby made to, and in favor of, the Placement Agent, as applicable. In addition to the foregoing, the Company

represents and warrants that (i) there are no affiliations with any Financial Industry Regulatory Authority

(“FINRA”) member firm among the Company’s officers, directors or, to the knowledge of the Company, any five

percent (5.0%) or greater stockholder of the Company, except as set forth in the Purchase Agreement; (ii) neither the Company nor,

to the Company’s knowledge, any Person acting on its behalf (other than the Placement Agent, as to which no representation is

made) has engaged in any form of general solicitation or general advertising (within the meaning of Rule 502(c) under the Securities

Act) in connection with the offer or sale of the Securities; (iii) no registration under the Securities Act is required for the

offer and sale of the Securities by the Company to the Purchasers as contemplated by the Purchase Agreement, and the issuance and

sale of the Securities is exempt from registration under the Securities Act pursuant to Section 4(a)(2) thereof and/or Rule 506 of

Regulation D promulgated thereunder; (iv) the Company is eligible to register the resale of the Securities on Form S-1 under the

Securities Act and is not aware of any fact or circumstance that would reasonably be expected to prevent or materially delay the

filing or effectiveness of a Registration Statement on Form S-1 in accordance with the Purchase Agreement; and (v) neither the

Company nor, to the Company’s knowledge, any Covered Person (as that term is used in Rule 506(d) under the Securities Act) is

subject to any Disqualification Event (as defined in Rule 506(d) under the Securities Act) that would disqualify the Company from

relying on Rule 506 under the Securities Act for the offer and sale of the Securities. The Purchasers shall be third-party

beneficiary of the representations and warranties of the Company in subsections (ii)-(v) in this Section 1.A.

B. Covenants

of the Company. The Company covenants and agrees to continue to retain (i) a firm of Public Company Accounting Oversight Board independent

registered public accountants for a period of at least two (2) years after the Closing Date and (ii) a reputable transfer agent with

respect to the Common Stock for a period of two (2) years after the Closing Date, provided in each case that the Company is then subject

to the reporting requirement of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Furthermore, except

as set forth below, from the date hereof until thirty (30) days after the Effective Date, without the prior written consent of the Placement

Agent, 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 filing the registration statement as contemplated by the Purchase Agreement and a registration statement on Form

S-8 in connection with any employee benefit plan; provided, however, such restrictions shall not apply with respect to an Exempt Issuance

as defined in the Purchase Agreement; provided that (i) the issuance of securities pursuant to subsection (b) of the definition of Exempt

Issuance shall be limited to such convertible securities as have been disclosed in the SEC Reports; and (ii) the issuance of securities

pursuant to subsection (d) of the definition of Exempt Issuance shall be limited to issuances only to a Person (or to the equity holders

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. In addition,

from the date hereof until sixty (60) days after the Effective Date, the Company shall not effect or enter into an agreement to effect

any issuance of Common Stock or Common Stock Equivalents involving an at-the-market offering or Variable Rate Transaction (as defined

in the Purchase Agreement). No Variable Rate Transaction shall be an Exempt Issuance. The Company shall not, prior to the Closing Date,

and shall not, for so long as required to preserve the availability of the exemption from registration under the Securities Act relied

upon for the offer and sale of the Securities, directly or indirectly sell, offer for sale or, solicit offers to buy, or otherwise negotiate

in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities

for purposes of the Securities Act or the rules and regulations promulgated thereunder, including Regulation D. The Company shall file

with the Commission a notice on Form D with respect to the offer and sale of the Securities as required under Regulation D promulgated

under the Securities Act, within the time period required by such Regulation D, and shall provide a copy of such Form D to the Purchasers

promptly upon filing. The Purchasers shall be third-party beneficiary of the covenants of the Company in the preceding three sentences.

SECTION

2. REPRESENTATIONS OF THE PLACEMENT AGENT. The Placement Agent represents and warrants that it (i) is a member in good standing

of FINRA, (ii) is registered as a broker/dealer under the Exchange Act, (iii) is licensed as a broker/dealer under the laws of the United

States of America applicable to the offers and sales of the Placement Agent Securities by the Placement Agent, (iv) is and will be a

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

perform its obligations under this Agreement. The Placement Agent will immediately notify the Company in writing of any change in its

status with respect to subsections (i) through (v) above. The Placement Agent covenants that it will use its reasonable best efforts

to conduct the Placement hereunder in compliance with the provisions of this Agreement and the requirements of applicable law.

SECTION

3. COMPENSATION. In consideration of the services to be provided for hereunder, the Company shall pay to the Placement Agent and/or

its respective designees a cash fee of 7.0% of the aggregate gross proceeds raised from the sale of the Placement Agent Securities. The

Placement Agent reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that

a determination shall be made by FINRA to the effect that the Placement Agent’s aggregate compensation is in excess of FINRA Rules

or that the terms thereof require adjustment.

SECTION

4. EXPENSES. The Company agrees to pay all costs, fees and expenses incurred by the Company in connection with the

performance of its obligations hereunder and in connection with the transactions contemplated hereby, including, without limitation:

(i) all expenses incident to the issuance, delivery and qualification of the Placement Agent Securities (including all printing and

engraving costs); (ii) all fees and expenses of the registrar and transfer agent of the Securities; (iii) all necessary issue,

transfer and other stamp taxes in connection with the issuance and sale of the Placement Agent Securities; (iv) all fees and

expenses of the Company’s counsel, independent public or certified public accountants and other advisors; (v) all costs and

expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement

(including financial statements, exhibits, schedules, consents and certificates of experts) and this Agreement; (vi) all filing

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

obtaining exemptions from the qualification or registration of) all or any part of the Placement Agent Securities for offer and sale

under the state securities or blue sky laws or the securities laws of any other country; (vii) the fees and expenses associated with

including the Placement Agent Securities on the Trading Market; and (viii) up to $60,000 for the reasonable, documented, and

accountable expenses related to legal fees of counsel to the Placement Agent specifically incurred in connection with the Placement;

provided, that this sentence in no way limits or impairs the indemnification or contribution provisions contained herein. The

Placement Agent reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event

that a determination shall be made by FINRA to the effect that the Placement Agent’s aggregate compensation is in excess of

FINRA Rules or that the terms thereof require adjustment.

SECTION

5. INDEMNIFICATION.

A. To

the extent permitted by law, with respect to the Placement Agent Securities, the Company will indemnify the Placement Agent and its affiliates,

stockholders, directors, officers, employees, members, counsel and controlling persons (within the meaning of Section 15 of the Securities

Act or Section 20 of the Exchange Act) (each such person, an “Indemnified Person”) against all losses, claims, damages, expenses

and liabilities, as the same are incurred (including the reasonable and documented fees and expenses of counsel) (“Claims”),

relating to or arising out of its activities hereunder, its status, title or role as Placement Agent, pursuant to this Agreement, except

to the extent that any losses, claims, damages, expenses or liabilities (or actions in respect thereof) are found in a final judgment

(not subject to appeal) by a court of law to have resulted from the Placement Agent’s fraud, willful misconduct, gross negligence,

recklessness, or violation of law or insofar as such Claims arise out of or are based upon an untrue statement or omission or alleged

untrue statement or omission in disclosure in the SEC Reports or the registration statement contemplated by the Purchase Agreement furnished

to the Company in writing by the Placement Agent expressly for use therein. Notwithstanding anything set forth herein to the contrary,

the Company agrees to indemnify the Placement Agent and its counsel, Sullivan & Worcester LLP, to the fullest extent set forth in

this Section 5, against any and all claims asserted by any person or entity alleging that the Placement Agent was not permitted or entitled

to act as a placement agent herein, or that the Company was not permitted to hire or retain the Placement Agent herein, including but

not limited to any claims arising out of any purported right of first refusal another person or entity claims to have to act as a placement

agent or any similar role with respect to the Company or its securities.

B. Promptly

after receipt by the Placement Agent of notice of any claim or the commencement of any action or proceeding with respect to which the

Placement Agent is entitled to indemnity hereunder, the applicable Placement Agent will notify the Company in writing of such claim or

of the commencement of such action or proceeding, but failure to so notify the Company shall not relieve the Company from any obligation

it may have hereunder, except and only to the extent such failure results in the forfeiture by the Company of substantial rights and

defenses. If the Company so elects or is requested by the Placement Agent, the Company will assume the defense of such action or proceeding

and will employ counsel reasonably satisfactory to the applicable Placement Agent and will pay the reasonable fees and expenses of such

counsel. Notwithstanding the preceding sentence, the Placement Agent will be entitled to employ its own counsel separate from counsel

for the Company and from any other party in such action if counsel for the Placement Agent reasonably determines that it would be inappropriate

under the applicable rules of professional responsibility for the same counsel to represent both the Company and the Placement Agent.

In such event, the reasonable and documented fees and disbursements of no more than one (1) such separate counsel will be paid by the

Company, in addition to fees of local counsel. The Company will have the right to settle the claim or proceeding, provided that the Company

will not settle any such claim, action or proceeding without the prior written consent of the Placement Agent (which will not be unreasonably

withheld or delayed) unless such settlement provides for an unconditional and irrevocable release of the Indemnified Persons from any

and all liability arising out of such claim or proceeding.

C. The

Company agrees to notify the Placement Agent promptly of the assertion against it or any other person of any claim or the commencement

of any action or proceeding relating to a transaction contemplated by this Agreement.

D. If

for any reason the foregoing indemnity is unavailable to the Placement Agent or insufficient to hold the Placement Agent harmless, then

the Company shall contribute to the amount paid or payable by the Placement Agent as a result of such losses, claims, damages or liabilities

in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and the Placement

Agent on the other, but also the relative fault of the Company on the one hand and the Placement Agent on the other that resulted in

such losses, claims, damages or liabilities, as well as any relevant equitable considerations. The amounts paid or payable by a party

in respect of losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees and expenses

incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, the Placement Agent’s

share of the liability hereunder shall not be in excess of the amount of fees actually received, or to be received, by the Placement

Agent under this Agreement.

E. These

indemnification provisions shall remain in full force and effect whether or not the transaction contemplated by this Agreement is completed

and shall survive the termination of this Agreement, and shall be in addition to any liability that the Company might otherwise have

to any indemnified party under this Agreement or otherwise.

SECTION

6. ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will be until the earlier of

(i)

May 29, 2026, and (ii) the Closing Date (such earlier date, the “Termination Date”). In the event, however, in the

course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement, the Placement Agent

may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination

Date but will remain responsible for fees and expenses pursuant to Section 3 and Section 4 hereof and fees and expenses with respect

to the Placement Agent Securities, if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions

concerning the Company’s obligation to pay any fees or expenses actually earned pursuant to Section 3 and Section 4 hereof and

the provisions concerning confidentiality, indemnification and contribution, no fiduciary duty and governing law (including the waiver

of the right to trial by jury) contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated

prior to the completion of the Placement, all fees or expenses due to the Placement Agent shall be paid by the Company to the Placement

Agent on or before the Termination Date (in the event such fees or expenses are earned or owed as of the Termination Date). The Placement

Agent agrees not to use any confidential information concerning the Company provided to the Placement Agent by the Company for any purposes

other than those contemplated under this Agreement.

SECTION

7. PLACEMENT AGENT INFORMATION. The Company agrees that any information or advice rendered by the Placement Agent in connection

with this engagement is for the confidential use of the Company only in their evaluation of the Placement and, except as otherwise required

by law, the Company will not disclose or otherwise refer to the advice or information in any manner without the Placement Agent’s

prior written consent.

SECTION

8. NO FIDUCIARY RELATIONSHIP. This Agreement does not create, and shall not be construed as creating rights enforceable by any

person or entity not a party hereto, except those entitled hereto by virtue of the indemnification provisions hereof. The Company acknowledges

and agrees that the Placement Agent is not and shall not be construed as a fiduciary of the Company and shall have no duties or liabilities

to the equity holders or the creditors of the Company or any other person by virtue of this Agreement or the retention of the Placement

Agent hereunder, all of which are hereby expressly waived.

SECTION

9. CLOSING. The obligations of the Placement Agent, and the closing of the sale of the Placement Agent Securities hereunder, are

subject to the accuracy, when made and on the Closing Date, of the representations and warranties on the part of the Company contained

herein and in the Purchase Agreement, to the performance by the Company of its obligations hereunder and in the Purchase Agreement, and

to each of the following additional terms and conditions, except as otherwise disclosed to and acknowledged and waived by the Placement

Agent:

A. All

corporate proceedings and other legal matters incident to the authorization, form, execution, delivery and validity of each of this Agreement,

the Placement Agent Securities, and all other legal matters relating to this Agreement and the transactions contemplated hereby with

respect to the Placement Agent Securities shall have been completed or resolved in a manner reasonably satisfactory in all material respects

to the Placement Agent.

B. The

Placement Agent shall have received from the Company’s outside legal counsel, Sichenzia Ross Ference Carmel LLP, such counsel’s

written opinion with respect to the Placement Agent Securities, addressed to the Placement Agent and dated as of the Closing Date, in

form and substance reasonably satisfactory to the Placement Agent.

C. The

Placement Agent shall have received on the Closing Date satisfactory evidence of the good standing of the Company and its subsidiaries

in their respective jurisdictions of organization and their good standing as foreign corporations in such other jurisdictions as the

Placement Agent may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental

authorities of such jurisdictions, dated no more than one (1) business day prior to such Closing Date.

D. The

Placement Agent shall have received customary certificate of the Company’s Chief Executive Officer, as to the accuracy of the representations

and warranties contained in the Purchase Agreement, and a certificate of the Company’s secretary, in form and substance satisfactory

to the Placement Agent, certifying (i) that each of the Company’s charter documents are true and complete, have not been modified

and are in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (or any authorized committee thereof)

relating to the Placement are in full force and effect and have not been modified; and (iii) as to the incumbency of the officers of

the Company.

E. The

Securities shall be registered under the Exchange Act and, as of the Closing Date, the Securities shall be listed and admitted and authorized

for trading on the Trading Market or other applicable U.S. national exchange and satisfactory evidence of such action shall have been

provided to the Placement Agent. The Company shall have taken no action designed to terminate, or likely to have the effect of terminating,

the registration of the Securities under the Exchange Act or delisting or suspending from trading the Securities from the Trading Market

or other applicable U.S. national exchange, nor has the Company received any information suggesting that the Commission or the Trading

Market or other U.S. applicable national exchange is contemplating terminating such registration or listing except as otherwise publicly

disclosed.

F. No

action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental

agency or body which would, as of the Closing Date, prevent the issuance or sale of the Placement Agent Securities or materially and

adversely affect or potentially and adversely affect the business or operations of the Company; and no injunction, restraining order

or order of any other nature by any federal or state court of competent jurisdiction shall have been issued as of the Closing Date which

would prevent the issuance or sale of the Placement Agent Securities or materially and adversely affect or potentially and adversely

affect the business or operations of the Company.

G. The

Company shall have entered into a Purchase Agreement with each of the several Purchasers of the Placement Agent Securities and such agreements

shall be in full force and effect and shall contain representations, warranties and covenants of the Company as agreed upon between the

Company and the Purchasers.

H. FINRA

shall have raised no objection to the fairness and reasonableness of the terms and arrangements of this Agreement. In addition, the Company

shall, if requested by the Placement Agent, make or authorize Placement Agent’s counsel to make on the Company’s behalf,

any filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110 with respect to the Placement and pay all filing

fees required in connection therewith.

I. The

Placement Agent shall have received an executed lock-up agreement from each of the Company’s executive officers and directors prior

to the Closing Date.

any of the conditions specified in this Section 9 shall not have been fulfilled when and as required by this Agreement, all obligations

of the Placement Agent hereunder may be cancelled by the Placement Agent at, or at any time prior to, the Closing Date. Notice of such

cancellation shall be given to the Company in writing or orally. Any such oral notice shall be confirmed promptly thereafter in writing.

SECTION

10. GOVERNING LAW. This Agreement will be governed by, and construed in accordance with, the laws of the State of New York applicable

to agreements made and to be performed entirely in such State, without regard to its conflict of laws principles. This Agreement may

not be assigned by either party without the prior written consent of the other party. This Agreement shall be binding upon and inure

to the benefit of the parties hereto, and their respective successors and permitted assigns. Any right to trial by jury with respect

to any dispute arising under this Agreement or any transaction or conduct in connection herewith is waived. Any dispute arising under

this Agreement may be brought into the courts of the State of New York or into the Federal Court located in New York, New York and, by

execution and delivery of this Agreement, the Company hereby accepts for itself and in respect of its property, generally and unconditionally,

the jurisdiction of aforesaid courts. Each party hereto hereby irrevocably waives personal service of process and consents to process

being served in any such suit, action or proceeding by delivering a copy thereof via overnight delivery (with evidence of delivery) to

such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient

service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any

manner permitted by law. If either party shall commence an action or proceeding to enforce any provisions of this Agreement, then the

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

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

SECTION

11. ENTIRE AGREEMENT/MISCELLANEOUS. This Agreement embodies the entire agreement and understanding between the parties hereto,

and supersedes all prior agreements and understandings, relating to the subject matter hereof. If any provision of this Agreement is

determined to be invalid or unenforceable in any respect, such determination will not affect such provision in any other respect or any

other provision of this Agreement, which will remain in full force and effect. This Agreement may not be amended or otherwise modified

or waived except by an instrument in writing signed by both the Placement Agent and the Company. The representations, warranties, agreements

and covenants contained herein shall survive the Closing Date of the Placement and delivery of the Placement Agent Securities for three

years after the Closing Date. 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 the other party,

it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission

or a .pdf format file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature

is executed) with the same force and effect as if such facsimile or .pdf signature page were an original thereof.

SECTION

12. 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 date of transmission, if such notice or communication is

sent to the email address specified on the signature pages attached hereto prior to 6:30 p.m. (New York City time) on a business day,

(b) the next business day after the date of transmission, if such notice or communication is sent to the email address on the signature

pages attached hereto on a day that is not a business day or later than 6:30 p.m. (New York City time) on any business day, (c) the third

business day following the date of mailing, if sent by an internationally recognized air 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 hereto.

SECTION

13. PRESS ANNOUNCEMENTS. The Company agrees that the Placement Agent shall, on and after the Closing Date, have the right to reference

the Placement and the Placement Agent’s role in connection therewith in the Placement Agent’s marketing materials and on

its website and to place advertisements in financial and other newspapers and journals, in each case at its own expense.

[Signature

Page Follows]

Please

confirm that the foregoing correctly sets forth our agreement by signing and returning to the Placement Agent the enclosed copy of this

Agreement.

Very

truly yours,

A.G.P./ALLIANCE

GLOBAL PARTNERS

By:

/s/

Thomas J. Higgins

Name:

Thomas J. Higgins

Title:

Managing Director

Address

for Notice:

[***]

Accepted

and Agreed to as of

the date first written above:

NEXTNRG,

INC.

By:

/s/Michael

D. Farkas

Name:

Michael

D. Farkas

Title:

Chief

Executive Officer

Address

for Notice:

407

Lincoln Rd. #9F

Miami Beach, Florida, 33139

Attn:

Michael D. Farkas

[***]

[Signature

Page to Placement Agency Agreement - NXXT]

EX-99.1

Filename: ex99-1.htm · Sequence: 4

Exhibit 99.1

NextNRG

Announces Pricing of a $6.4 Million Private Placement of Common Stock with a New Fundamental Institutional Investor

MIAMI,

FL, May 26, 2026 — NextNRG, Inc. (NASDAQ: NXXT) (the “Company” or “NextNRG), a pioneer in AI-driven energy innovation

transforming how energy is produced, managed, and delivered, today announced that it has entered into a securities purchase agreement

(the “Purchase Agreement”) with a single new fundamental institutional investor for the purchase and sale of 10,000,000 shares

of its common stock in a private placement. The gross proceeds from the offering are expected to be approximately $6.4 million, before

deducting placement agent fees and other estimated offering expenses.

The

closing of the offering is expected to occur on or about May 27, 2026, subject to the satisfaction of customary closing conditions. The

Company intends to use the net proceeds from the offering to support continued growth across its operating segments, strengthen working

capital, accelerate strategic expansion initiatives, and eliminate outstanding convertible debt.

“This

is a meaningful milestone for NextNRG and I believe is a reflection of the progress we’ve made. We view this investment from a

global institutional investor is a strong signal that sophisticated capital is paying attention to what we’re building. We’re

strengthening our financial foundation, accelerating growth across our platform, and staying focused on the opportunity ahead.”

—

Michael D. Farkas, Founder and Chief Executive Officer, NextNRG.

A.G.P./Alliance

Global Partners is acting as sole placement agent for the offering.

The

offer and sale of the foregoing securities is being made in reliance on an exemption from the registration requirement under Section

4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder, and

applicable state securities laws, and the securities have not been and will not initially be registered under the Securities Act, or

applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective

registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state

securities laws. Pursuant to the terms of the Purchase Agreement entered into with the investor, the Company has agreed to file a registration

statement with the U.S. Securities and Exchange Commission (the “SEC”) covering the resale of the shares of common stock

sold in the offering.

This

press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale

of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration

or qualification under the securities laws of any such state or other jurisdiction.

About

NextNRG, Inc.

NextNRG

Inc. (Nasdaq: NXXT) is Powering What’s Next by integrating artificial intelligence (“AI”) and machine learning (“ML”)

into utility infrastructure, battery storage, wireless EV in-motion charging, renewable energy and mobile fuel delivery, to create a

unified platform for modern energy management.

the core of its strategy is the Next Utility Operating System®, which uses AI to optimize both new and existing infrastructure across

microgrids, utilities, and fleet operations. NextNRG’s smart microgrids serve commercial, healthcare, educational, tribal, and

government sites delivering cost savings, reliability, and decarbonization. The Company also operates one of the nation’s largest

on-demand fueling fleets and is advancing wireless charging to support fleet electrification.

learn more, visit www.nextnrg.com.

Forward-Looking

Statements

This

press release includes forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995

and other applicable securities laws. Any statements describing NextNRG’s goals, expectations, financial or other projections,

intentions, beliefs, and statements regarding the anticipated closing of the offering, the expected gross proceeds, the intended use

of proceeds, the satisfaction of closing conditions, the anticipated filing of a resale registration statement, that the investment

is a meaningful milestone and a reflection of the progress it has made, and that it is strengthening its financial foundation,

accelerating growth across its platform, and staying focused on the opportunity ahead, are forward-looking statements and should be

considered at-risk statements. Words such as “expect,” “intends,” “will,” and similar

expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties,

including, but not limited to, those related to NextNRG’s business and macroeconomic and geopolitical events. These and other

risks are described in NextNRG’s filings with the SEC from time to time. NextNRG’s forward-looking statements involve

assumptions that, if they never materialize or prove correct, could cause its results to differ materially from those expressed or

implied by such forward-looking statements. Although NextNRG’s forward-looking statements reflect the good faith judgment of

its management, these statements are based only on facts and factors currently known by NextNRG. Except as required by law, NextNRG

undertakes no obligation to update any forward-looking statements for any reason. As a result, you are cautioned not to rely on

these forward-looking statements.

Contacts:

Investor

Relations Contact:

NextNRG,

Inc.

Sharon

Cohen

SCohen@nextnrg.com

Media

Contact:

HCM

for NextNRG

nextnrg@hannahcranstonmedia.com

EX-99.2

Filename: ex99-2.htm · Sequence: 5

Exhibit 99.2

NextNRG Announces Closing of $6.4 Million Private Placement of

Common Stock with New Fundamental Institutional Investor

MIAMI, FL, May 28, 2026 (GLOBE NEWSWIRE) —NextNRG, Inc. (Nasdaq:

NXXT) (“NextNRG” or the “Company”), a pioneer in AI-driven energy innovation transforming how energy is produced,

managed, and delivered, today announced the closing of its previously announced private placement of 10,000,000 shares of its common

stock. The investor is a global multi-strategy institutional investment firm, and upon closing becomes an approximately 6% shareholder

of the Company. The Company received gross proceeds of approximately $6.4 million, before deducting placement agent fees and other offering

expenses.

With the transaction now closed and proceeds having been received,

the Company will move immediately to retire its outstanding convertible debt, strengthening the Company’s balance sheet ahead of

its next phase of growth. The remaining proceeds will be deployed toward working capital and strategic expansion across NextNRG’s

operating segments.

“We are pleased to welcome a global institutional investor of

this caliber to our shareholder base. We believe their decision to invest reflects a high level of conviction in what we are building,

and that this capital will strengthen our financial foundation and enable us to move forward with greater speed and focus across our

platform.”

— Michael D. Farkas, Founder and Chief Executive

Officer, NextNRG

“We believe that the closing of this transaction

is a meaningful step in our effort to build a cleaner, more durable balance sheet. Eliminating our convertible debt removes a structural

overhang and puts us in a stronger position to allocate capital toward growth. We are focused on financial discipline as much as operational

execution, and this transaction reflects both.”

— Joel Kleiner, Chief Financial Officer, NextNRG

A.G.P./Alliance Global Partners acted as sole placement agent for

the offering.

ABOUT THIS OFFERING

The securities sold in this offering were issued in

reliance on an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation

D promulgated thereunder, and applicable state securities laws, and have not been registered under the Securities Act or applicable state

securities laws. Pursuant to the terms of the securities purchase agreement dated May 25, 2026, which the Company has entered into with

the investor signatory thereto, the Company has agreed to file a registration statement with the U.S. Securities and Exchange Commission

(the “SEC”) covering the resale of the shares of common stock sold in the offering. This press release shall not constitute

an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state

or other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities

laws of any such state or other jurisdiction.

ABOUT NEXTNRG, INC.

NextNRG Inc. (Nasdaq: NXXT) is Powering What’s

Next by integrating artificial intelligence (AI) and machine learning (ML) into utility infrastructure, battery storage, wireless EV

in-motion charging, renewable energy, and mobile fuel delivery, to create a unified platform for modern energy management. At the core

of its strategy is the Next Utility Operating System®, which uses AI to optimize both new and existing infrastructure across microgrids,

utilities, and fleet operations. NextNRG’s smart microgrids serve commercial, healthcare, educational, tribal, and government sites

delivering cost savings, reliability, and decarbonization. The Company also operates one of the nation’s largest on-demand fueling

fleets and is advancing wireless charging to support fleet electrification. To learn more, visit www.nextnrg.com.

FORWARD-LOOKING STATEMENTS

This press release includes forward-looking statements

within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and other applicable securities laws. Any statements

describing NextNRG’s goals, expectations, financial or other projections, intentions, or beliefs, including statements regarding

the intended use of proceeds, the anticipated filing of a resale registration statement, the expected impact of retiring convertible

debt, the Company’s capital strength and financial foundation, the Company’s ability to move forward with greater speed and

focus, and the Company’s ability to execute on its growth strategy and deliver long-term shareholder value, are forward-looking

statements and should be considered at-risk statements. Words such as “expect,” “believe,” “intends,”

“will,” “focused,” “enables,” and similar expressions are intended to identify forward-looking statements.

These and other risks are described in NextNRG’s filings with the SEC from time to time. NextNRG undertakes no obligation to update

any forward-looking statements except as required by law.

CONTACTS

Investor Relations

NextNRG, Inc.

Sharon Cohen

SCohen@nextnrg.com

Media Contact

HCM for NextNRG

nextnrg@hannahcranstonmedia.com

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