Form 8-K

8-K — Singularity Future Technology Ltd.

Accession: 0001213900-26-093148

Filed: 2026-08-25

Period: 2026-08-19

CIK: 0001422892

SIC: 4731 (ARRANGEMENT OF TRANSPORTATION OF FREIGHT & CARGO)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — ea0303205-8k_singularity.htm (Primary)

EX-4.1 — FORM OF PRE-FUNDED WARRANT RELATING TO THE OFFERINGS (ea030320501ex4-1.htm)

EX-5.1 — LEGAL OPINION OF DICKINSON WRIGHT LAW PLLC RELATING TO THE FIRST OFFERING (ea030320501ex5-1.htm)

EX-5.2 — LEGAL OPINION OF DICKINSON WRIGHT LAW PLLC RELATING TO THE SECOND OFFERING (ea030320501ex5-2.htm)

EX-10.1 — FORM OF THE SECURITIES PURCHASE AGREEMENT, DATED AUGUST 18, 2026 (ea030320501ex10-1.htm)

EX-10.2 — FORM OF THE PLACEMENT AGENCY AGREEMENT, DATED AUGUST 18, 2026 (ea030320501ex10-2.htm)

EX-10.3 — FORM OF THE SECURITIES PURCHASE AGREEMENT, DATED AUGUST 20, 2026 (ea030320501ex10-3.htm)

EX-10.4 — FORM OF THE PLACEMENT AGENCY AGREEMENT, DATED AUGUST 20, 2026 (ea030320501ex10-4.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0303205-8k_singularity.htm · Sequence: 1

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0001422892

2026-08-19

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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):

August 19, 2026

SINGULARITY FUTURE TECHNOLOGY LTD.

(Exact name of registrant as specified in its charter)

Virginia

001-34024

11-3588546

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

48 Wall Street, Suite 1100

New York, NY 10005

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including

area code: (702) 849-4548

Not Applicable

(Former name or former address, if changed since

last report)

Check the appropriate box

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

provisions:

☐

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

☐

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

☐

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

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, no par value

SGLY

The Nasdaq Stock Market LLC

Indicate by check mark whether

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

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

Emerging growth company ☐

If an emerging growth company,

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

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

Item 1.01. Entry into a Material Definitive

Agreement

Registered Direct

Offerings

On August 18, 2026, Singularity

Future Technology Ltd. (the “Company”) entered into certain securities purchase agreement (the “First Purchase

Agreement”) with certain non-affiliated institutional investor (the “Purchaser”) pursuant to which the Company

agreed to sell 340,000 shares of its common stock, no par value each (“Common Stock”) and pre-funded warrants to purchase

260,000 shares (the “Pre-Funded Warrants”) in a registered direct offering (the “First Offering”),

for the gross proceeds of approximately $1.8 million, before placement-agent fees and offering expenses. The purchase price for each share

of Common Stock was $3.00 per share. The purchase price for each Pre-Funded Warrant was $2.999, with an exercise price of $0.001 per share.

The Pre-Funded Warrants are immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised

in full.

The First Purchase Agreement also granted the

Purchaser the right to purchase, through September 18, 2026, up to an additional 100% of the number of shares of Common Stock and/or Pre-Funded

Warrants purchased at the initial closing at the same purchase price (the “Additional Allocation Right”). In connection

with the Second Offering described below, the Company and the Purchaser agreed to terminate the Additional Allocation Right.

The First Offering has

been registered under the Securities Act of 1933 (the “Securities Act”) pursuant to the Company’s shelf registration

stated on Form S-3 (Registration No. 333-282006), as amended (the “Form S-3”), supplemented by the prospectus supplement

dated August 18, 2026.

On August 20, 2026, the

Company entered into certain securities purchase agreements (the “Second Purchase Agreement” and, together with the

First Purchase Agreement, the “Purchase Agreements”) with certain non-affiliated institutional investors (the “Second

Purchasers”) pursuant to which the Company agreed to sell 451,250 shares of Common Stock and Pre-Funded Warrants to purchase

up to 1,111,250 shares of Common Stock in a registered direct offering (the “Second Offering” and, together with the

First Offering, the “Offerings”), for gross proceeds of approximately $5.0 million. The purchase price for each share

of Common Stock was $3.20. The purchase price for each Pre-Funded Warrant was $3.199, with an exercise price of $0.001 per share. The

Pre-Funded Warrants are immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised in

full.

The Second Offering has

been registered under the Securities Act pursuant to the Company’s shelf registration stated on the Form S-3, supplemented by the

prospectus supplement dated August 20, 2026.

The Purchase Agreements

contain customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations

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

In addition, under each

of the Purchase Agreements, the Company agreed that for a period of thirty (30) days from the closing dates of the Offerings, it would

not, subject to certain limited exceptions and applicable waivers: (i) issue, enter into any agreement to issue or announce the issuance

or proposed issuance of any shares of capital stock or equivalent securities; or (ii) file or caused to be filed any registration statement

or amendment or supplement thereto, subject to certain limited exceptions.

On August 19, 2026, each

of the directors and officers of the Company entered into certain lock-up agreements (the “Lock-Up Agreements”), pursuant

to which each of them has agreed, among other things, not to sell or dispose of any Common Stock which are or will be beneficially owned

by them for ninety (90) days following the closing date of the First Offering.

The Company currently

intends to use the net proceeds from the First Offering for working capital and general corporate purposes and the net proceeds from the

Second Offering for its planned data center business, working capital and general corporate purposes. The First Offering closed on August

19, 2026, and the Second Offering closed on August 21, 2026.

The Company also entered

into certain placement agency agreements dated August 18, 2026 and August 20, 2026 (collectively, the “Placement Agency Agreements”),

with Univest Securities LLC, as exclusive placement agent (the “Placement Agent”), pursuant to which the Placement

Agent agreed to act as the sole lead/exclusive placement agent in connection with the respective Offerings. Under each Placement Agency

Agreement, the Company agreed to pay the Placement Agent an aggregate fee equal to 7% of the gross proceeds raised in the Offerings. The

Company also agreed to reimburse the Placement Agent for reasonable out-of-pocket expenses, including legal fees, up to an aggregate of

$30,000 for the First Offering and $70,000 for the Second Offering. Furthermore, the Placement Agent was granted a right of first refusal

for a period of six (6) months from the closing date of each of the Offerings.

Copies of the forms of

Pre-Funded Warrants issued in the Offerings are attached hereto as Exhibits 4.1. Copies of the form of the Purchase Agreements and the

form of the Placement Agency Agreements are attached hereto as Exhibits 10.1 through 10.4, respectively, and are incorporated herein by

reference. The foregoing summaries of the terms of the Pre-Funded Warrants, Purchase Agreements and the Placement Agency Agreements are

subject to, and qualified in its entirety by such documents. Copies of the legal opinions issued by the Company’s Virginia counsel,

Dickinson Wright Law PLLC, are attached hereto as Exhibits 5.1 and 5.2.

This Report shall not

constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities

in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under

the securities laws of any such state or jurisdiction.

Item 9.01. Financial

Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

4.1

Form of Pre-Funded Warrant relating to the Offerings

5.1

Legal Opinion of Dickinson Wright Law PLLC relating to the First Offering

5.2

Legal Opinion of Dickinson Wright Law PLLC relating to the Second Offering

10.1

Form of the Securities Purchase Agreement, dated August 18, 2026

10.2

Form of the Placement Agency Agreement, dated August 18, 2026

10.3

Form of the Securities Purchase Agreement, dated August 20, 2026

10.4

Form of the Placement Agency Agreement, dated August 20, 2026

104

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

SIGNATURE

Pursuant to the requirements

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

duly authorized.

Dated: August 24, 2026

Singularity Future Technology Ltd.

By:

/s/ Jia Yang

Name:

Jia Yang

Title:

Chief Executive Officer

EX-4.1 — FORM OF PRE-FUNDED WARRANT RELATING TO THE OFFERINGS

EX-4.1

Filename: ea030320501ex4-1.htm · Sequence: 2

Exhibit 4.1

PRE-FUNDED WARRANT

TO PURCHASE COMMON STOCK OF

SINGULARITY FUTURE TECHNOLOGY LTD.

Warrant Shares: [_____]

Initial Exercise Date: August [__], 2026

THIS PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK (the

“Warrant”) certifies that, for value received, [_____] or its assigns (the “Holder”) is

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

after the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the

“Termination Date”), but not thereafter, to subscribe for and purchase from Singularity Future Technology Ltd., a

Virginia corporation (the “Company”), up to [_____] shares of Common Stock (as subject to adjustment hereunder,

the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the

Exercise Price, as defined in Section 2(b).

Section 1. Definitions. In addition

to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated in this Section 1:

“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.

“Bid

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

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

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

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

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

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

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

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

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

by the Company.

“Commission” means

the United States Securities and Exchange Commission.

“Common Stock” means

the common stock of the Company, without par value, 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.

“Exchange Act” means

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

“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.

“Registration

Statement” means the Company’s registration statement on Form S-3 (File No. 333-282006).

“Securities

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

“Subsidiary”

means any subsidiary of the Company 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

Common Stock is traded on a Trading Market.

“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).

“VWAP”

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

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

date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day

from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume

weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the

Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the

Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price

per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined

by an independent appraiser selected in good faith by the holders of a majority in interest of the Warrants then outstanding and

reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

“Warrants” means

this Warrant and other Common Stock purchase warrants issued by the Company pursuant to the Registration Statement.

Section 2. Exercise.

(a) Exercise

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

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

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

A (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of

Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as

aforesaid, the Holder shall deliver the aggregate Exercise Price for the number of Warrant Shares specified in the applicable Notice

of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified

in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor

shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding

anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the

Holder has purchased all of the Warrant Shares purchasable hereunder and the Warrant has been exercised in full, at which time the

Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on which the final

Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total

number of Warrant Shares purchasable hereunder shall have the effect of lowering the outstanding number of Warrant Shares

purchasable hereunder by the number of Warrant Shares equal to the applicable number of Warrant Shares purchased in connection with

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

of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such

notice. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 9:00 a.m. (New York City

time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the

Company agrees to deliver, or cause to be delivered, the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time)

on the Initial Exercise Date, and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder,

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

Share Delivery Date. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the

provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares

available for purchase hereunder at any given time will be less than the amount stated on the face hereof. For the avoidance of

doubt, there is no circumstance that would require the Company to net cash settle the warrants.

(b) Exercise

Price. The aggregate exercise price of this Warrant, except for a nominal exercise price of $0.001 per Warrant Share, was pre-funded

to the Company on or prior to the Initial Exercise Date and, consequently, no additional consideration (other than the nominal exercise

price of $0.001 per Warrant Share) shall be required to be paid by the Holder to any Person to effect any exercise of this Warrant. The

Holder shall not be entitled to the return or refund of all, or any portion, of such pre-paid aggregate exercise price under any circumstance

or for any reason whatsoever, including in the event this Warrant shall not have been exercised prior to the Termination Date. The remaining

unpaid exercise price per Warrant Share under this Warrant shall be $0.001, subject to adjustment hereunder (the “Exercise Price”).

Exercise. Notwithstanding anything to the contrary set forth herein, if at the time of exercise hereof there is no effective registration

statement registering, or the prospectus contained therein is not available for the issuance of, the Warrant Shares to the Holder, then

this Warrant may only be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder

shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A) = as applicable: (i)

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

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

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

600(b) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder,

either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of

the Common Stock on the principal Trading Market as reported by Bloomberg L.P. (“Bloomberg”) as of the time of

the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular

trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the

close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the

applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed

and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;

(B) = the Exercise Price, as adjusted hereunder; and

(X) = the number

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

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

If Warrant Shares

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

the Warrant Shares shall take on the registered characteristics of the Warrants being exercised. The Company agrees not to take any position

contrary to this Section 2(c).

(d) Mechanics of Exercise.

i. Delivery

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

crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit

or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there

is an effective registration statement permitting the issuance of the Warrant Shares to, or resale of, the Warrant Shares by Holder or

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

Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares set forth in the Notice of

Exercise to the address specified by the Holder in such Notice of Exercise by the date that is the earliest of (i) three (3) Trading Days

after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to

the Company, and (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice

of Exercise (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall

be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has

been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other

than in the case of a cashless exercise) is received within the earlier of (i) three (3) Trading Days and (ii) the number of Trading Days

comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver

to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder

in cash for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable

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

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

The Company agrees to maintain a transfer agent (the “Transfer Agent”) that is a participant in the FAST program so

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

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

as in effect on the date of delivery of the Notice of Exercise.

ii. Delivery

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

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

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

respects be identical with this Warrant.

iii. Rescission

Rights. Except in connection with an exercise on the Initial Exercise Date, if the Company fails to cause the Transfer Agent to transmit

to the Holder the Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to

rescind such exercise.

iv. Compensation

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

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

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

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

purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder

anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the

amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the Warrant

Shares so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to

deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such

purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent

number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver

to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and

delivery obligations hereunder. For example, if the Holder purchases shares of Common Stock having a total purchase price of $11,000

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

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

$1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In

and, upon request of the Company, evidence satisfactory to the Company with respect to the amount of such loss. Nothing herein shall

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

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

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

v. No

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

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

the Company shall in lieu of the issuance of such fractional Warrant Share round up to the next whole Warrant Share.

vi. Charges,

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

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

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

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

Exercise shall be accompanied by the Assignment Form, attached hereto as Exhibit B,

duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any

transfer tax incidental thereto and this Warrant shall be surrendered to the Company and, if any portion of this Warrant remains unexercised,

a new Warrant in the form hereof shall be delivered to the assignee. The Company shall pay all Transfer Agent fees required for same-day

processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing

similar functions) required for same-day electronic delivery of the Warrant Shares.

vii. Closing

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

pursuant to the terms hereof.

(e) Holder’s

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

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

issuance upon exercise as set forth on the applicable Notice of Exercise, the Holder (together with (i) the Holder’s

Affiliates, (ii) any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates, and (iii) any

other Persons whose beneficial ownership of shares of Common Stock would or could be aggregated with the Holder’s for the

purposes of Section 13(d) (such Persons, “Attribution Parties”)), would beneficially own in excess of the

Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock

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

issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of the

Warrant Shares which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned

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

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

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

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

ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated

thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in

compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in

accordance therewith. To the extent that the limitation contained in this Section 2(e) applies, the determination of whether this

Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties)

and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of

Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other

securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is

exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or

confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be

determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes

of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of

outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the

Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the

Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a

Holder, the Company shall within one Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock

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

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

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

Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of

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

Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this

Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of share of Common Stock

outstanding immediately after giving effect to the issuance of Warrant Shares upon exercise of this Warrant held by the Holder and

the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be

effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and

implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any

portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make

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

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

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

Section 3. Certain Adjustments.

(a) Stock

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

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

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

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

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

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

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

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

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

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

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

combination or reclassification.

(b) [RESERVED]

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

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

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

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

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

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

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

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

in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled

to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase

Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its

right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

(d) Pro

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

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

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

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

“Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be

entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had

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

exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is

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

to be determined for the participation in such Distribution (provided, however, that, to the extent that the Holder’s right to

participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall

not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as

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

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

Limitation).

(e) Fundamental

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

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

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

substantially all of the Company’s assets in one or a series of related transactions, (iii) any, direct or indirect, purchase

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

Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the

holders of more than 50% of the outstanding shares of Common Stock of the Company, (iv) the Company, directly or indirectly, in one

or more related transactions effects any reclassification, reorganization or recapitalization of shares of Common Stock or any

compulsory share exchange pursuant to which shares of Common Stock are effectively converted into or exchanged for other securities,

cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share

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

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

of the outstanding shares of Common Stock of the Company (not including any shares of Common Stock held by the other Person or

Persons making or party to, or associated or affiliated with the other Persons making or party two, such stock or share purchase

agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise

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

immediately prior to the occurrence of such Fundamental Transaction (and in the same proportion), at the option of the Holder

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

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

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

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

any limitation in Section 2(e) on the exercise of this Warrant). For purposes of any such exercise, the determination of the

Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate

Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the

Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of

the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received

in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any

exercise of this Warrant following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental

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

obligations of the Company under this Warrant and the other Transaction Documents in accordance with the provisions of this Section

3(e) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without

unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange

for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to

this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent

entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any

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

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

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

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

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

such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such

Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring to the “Company”

shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the

obligations of the Company under this Warrant and the other Transaction Documents with the same effect as if such Successor Entity

had been named as the Company herein.

(f) Calculations.

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

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

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

(g) Notice to Holder.

i. Adjustment

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

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

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

ii. Notice

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

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

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

shares of capital stock of any class or of any rights, (D) the approval of any shareholders of the Company is required in connection

with a Fundamental Transaction, or (E) the Company authorizes the voluntary or involuntary dissolution, liquidation or winding up of

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

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

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

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

shares of Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined

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

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

to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification,

consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or

in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent

that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of

the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K.

The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective

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

Section 4. Transfer of Warrant.

(a) Transferability.

This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part,

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

Warrant substantially in the form attached hereto as Exhibit B duly executed

by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such

surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee

or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the

assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding

anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder

has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days

of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned

in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

(b) New

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

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

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

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

with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of this Warrant and shall be

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

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

Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder

of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other

purposes, absent actual notice to the contrary.

Section 5. Miscellaneous.

(a) No

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

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

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

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

to net cash settle an exercise of this Warrant.

(b) Loss,

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

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

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

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

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

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, then such action may be taken or such right may be exercised on the next succeeding Trading Day.

(d) Authorized

Shares. The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued

shares of Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares underlying this Warrant. The Company

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

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

as may be necessary to assure that such Warrant Shares may be issued, and the Warrant Shares, delivered, as provided herein without violation

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

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

this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance

herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company

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

Except and to the

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

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

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

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

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

Company will (i) not increase the par value of any shares of Common Stock above the amount payable therefor upon such exercise immediately

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

and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant and (iii) use commercially reasonable

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

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

Before taking any

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

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

body or bodies having jurisdiction thereof.

(e) Jurisdiction.

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

with the provisions of the Purchase Agreement.

(f) Restrictions.

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

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

(g) Nonwaiver

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

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

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

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

expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder

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

(h) Notices.

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

accordance with the notice provisions of the Purchase Agreement.

(i) Limitation

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

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

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

of the Company.

(j) Remedies.

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

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

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

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

(k) Successors

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

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

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

by the Holder or holder of Warrant Shares.

(l) Amendment.

This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on the one hand, and

the Holder or the beneficial owner of this Warrant, on the other hand.

(m) Severability.

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

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

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

(n) Headings.

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

(o) Currency.

All dollar amounts referred to in this Warrant are in United States Dollars (“U.S. Dollars”). All amounts owing under

this Warrant shall be paid in U.S. Dollars. All amounts denominated in other currencies shall be converted in the U.S. Dollar equivalent

amount in accordance with the Exchange Rate on the date of calculation. “Exchange Rate” means, in relation to any amount

of currency to be converted into U.S. Dollars pursuant to this Warrant, the U.S. Dollar exchange rate as published in the Wall Street

Journal (NY edition) on the relevant date of calculation.

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

(Signature Page Follows)

IN WITNESS WHEREOF, the Company has

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

SINGULARITY FUTURE TECHNOLOGY LTD.

By:

Name:

Jia Yang

Title:

Chief Executive Officer

EXHIBIT A

NOTICE OF EXERCISE

TO: SINGULARITY FUTURE TECHNOLOGY LTD.

(1) The undersigned hereby

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

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

(2) Payment shall take the

form of (check applicable box):

☐ in lawful money of the United States; or

☐ if permitted the cancellation of such number of

Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect

to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

(3) Please

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

The Warrant Shares shall be delivered to the following DWAC

Account Number:

[SIGNATURE OF HOLDER]

Name of Investing Entity

Signature of Authorized Signatory of Investing Entity

Name of Authorized Signatory

Title of Authorized Signature

Date

EXHIBIT B

ASSIGNMENT FORM

(To assign the foregoing Warrant, execute this form and

supply required information. Do not use this form to purchase shares.)

FOR VALUE RECEIVED, the foregoing Warrant and all rights

evidenced thereby are hereby assigned to

Name: ______________________________________________________________________

(Please Print)

Address: ____________________________________________________________________

(Please Print)

Phone Number: _______________________________________________________________

Email Address: ________________________________________________________________

Dated: _______________________________________________________________________

Holder’s Signature: _____________________________________________________________

Holder’s Address: _______________________________________________________________

EX-5.1 — LEGAL OPINION OF DICKINSON WRIGHT LAW PLLC RELATING TO THE FIRST OFFERING

EX-5.1

Filename: ea030320501ex5-1.htm · Sequence: 3

Exhibit 5.1

International Square

1825 Eye Street, NW, Suite 900

Washington, DC 20006

Telephone: 202-457-0160

Facsimile: 844-670-6009

http://www.dwlaw.com

August 24, 2026

Singularity Future Technology Ltd.

48 Wall Street

Suite 1100

New York, NY 10005

Re:

Singularity Future Technology Ltd.

Ladies and Gentlemen:

We have acted as Virginia

counsel to Singularity Future Technology Ltd., a Virginia corporation (the “Company”), in connection with an offering

(the “Offering”) of an aggregate of 600,000 shares of the Company’s common stock, without par value per share

(the “Shares”) (or pre-funded warrants in lieu thereof (the “Warrants” and the Shares underlying

the Warrants, the “Warrant Shares”), all of which are to be offered and sold by the Company in accordance with the

terms of the Securities Purchase Agreement, dated August 18, 2026, by and among the Company and the purchasers identified on the signature

page thereto (the “Securities Purchase Agreement”). The Offering is being made pursuant to a prospectus supplement

dated August 18, 2026 and the accompanying base prospectus dated October 24, 2024 (such documents, collectively, the “Prospectus”)

that form part of the Company’s effective registration statement on Form S-3 (File No. 333-282006) (as so filed and as amended,

the “Registration Statement”). This opinion letter is furnished to you at your request to enable you to fulfill the

requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), and no opinion is expressed herein as to any matter

pertaining to the contents of the Registration Statement or related Prospectus, other than as expressly stated herein with respect to

the issuance and sale of the Shares.

For

purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate

basis on which to render the opinions hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness

of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity

of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including pdfs).

As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have

not independently established the facts so relied on. This opinion letter is given, and all statements herein are made, in the context

of the foregoing.

This opinion letter is based

as to matters of law solely on the applicable provisions of Virginia Stock Corporation Act, as amended. We express no opinion herein as

to any other laws, statutes, ordinances, rules or regulations.

August 24, 2026

Page 2

Dickinson Wright PLLC

Based upon, subject to and limited by the foregoing,

we are of the opinion that the issuance of the Shares and the Warrants pursuant to the Securities Purchase Agreement has been duly authorized

and that when issued in accordance with the provisions of the Securities Purchase Agreement, the Shares and the Warrant Shares will be

validly issued, fully paid and nonassessable.

This opinion letter has been

prepared for use in connection with the filing by the Company of a Current Report on Form 8-K on the date hereof relating to the offer

and sale of the Shares, which Form 8-K will be incorporated by reference into the Registration Statement and Prospectus, and speaks as

of the date hereof. We assume no obligation to advise of any changes in the foregoing subsequent to the delivery of this letter.

We hereby consent to the filing

of this opinion letter as Exhibit 5.1 to the above-described Form 8-K and to the reference to this firm under the caption “Legal

Matters” in the Prospectus. In giving this consent, we do not thereby admit that we are an “expert” within the meaning

of the Securities Act of 1933, as amended.

Very truly yours,

/s/ Dickinson Wright PLLC

Dickinson Wright PLLC

FL/CWH

EX-5.2 — LEGAL OPINION OF DICKINSON WRIGHT LAW PLLC RELATING TO THE SECOND OFFERING

EX-5.2

Filename: ea030320501ex5-2.htm · Sequence: 4

Exhibit 5.2

International Square

1825 Eye Street, NW, Suite 900

Washington, DC 20006

Telephone: 202-457-0160

Facsimile: 844-670-6009

http://www.dwlaw.com

August 24, 2026

Singularity Future Technology Ltd.

48 Wall Street

Suite 1100

New York, NY 10005

Re:

Singularity Future Technology

Ltd.

Ladies and Gentlemen:

We have acted as Virginia

counsel to Singularity Future Technology Ltd., a Virginia corporation (the “Company”), in connection with an offering

(the “Offering”) of an aggregate of 1,562,500 shares of the Company’s common stock, without par value per share

(the “Shares”) (or pre-funded warrants in lieu thereof (the “Warrants” and the Shares underlying

the Warrants, the “Warrant Shares”), all of which are to be offered and sold by the Company in accordance with the

terms of the Securities Purchase Agreement, dated August 20, 2026, by and among the Company and the purchasers identified on the signature

page thereto (the “Securities Purchase Agreement”). The Offering is being made pursuant to a prospectus supplement

dated August 20, 2026 and the accompanying base prospectus dated October 24, 2024 (such documents, collectively, the “Prospectus”)

that form part of the Company’s effective registration statement on Form S-3 (File No. 333-282006) (as so filed and as amended,

the “Registration Statement”). This opinion letter is furnished to you at your request to enable you to fulfill the

requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), and no opinion is expressed herein as to any matter

pertaining to the contents of the Registration Statement or related Prospectus, other than as expressly stated herein with respect to

the issuance and sale of the Shares.

For

purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate

basis on which to render the opinions hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness

of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity

of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including pdfs).

As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have

not independently established the facts so relied on. This opinion letter is given, and all statements herein are made, in the context

of the foregoing.

This opinion letter is based

as to matters of law solely on the applicable provisions of Virginia Stock Corporation Act, as amended. We express no opinion herein as

to any other laws, statutes, ordinances, rules or regulations.

August 24, 2026

Page 2

Dickinson Wright PLLC

Based upon, subject to and

limited by the foregoing, we are of the opinion that the issuance of the Shares and the Warrants pursuant to the Securities Purchase Agreement

has been duly authorized and that when issued in accordance with the provisions of the Securities Purchase Agreement, the Shares and the

Warrant Shares will be validly issued, fully paid and nonassessable.

This opinion letter has been

prepared for use in connection with the filing by the Company of a Current Report on Form 8-K on the date hereof relating to the offer

and sale of the Shares, which Form 8-K will be incorporated by reference into the Registration Statement and Prospectus, and speaks as

of the date hereof. We assume no obligation to advise of any changes in the foregoing subsequent to the delivery of this letter.

We hereby consent to the filing

of this opinion letter as Exhibit 5.1 to the above-described Form 8-K and to the reference to this firm under the caption “Legal

Matters” in the Prospectus. In giving this consent, we do not thereby admit that we are an “expert” within the meaning

of the Securities Act of 1933, as amended.

Very truly yours,

/s/ Dickinson Wright PLLC

Dickinson Wright PLLC

FL/CWH

EX-10.1 — FORM OF THE SECURITIES PURCHASE AGREEMENT, DATED AUGUST 18, 2026

EX-10.1

Filename: ea030320501ex10-1.htm · Sequence: 5

Exhibit 10.1

SECURITIES

PURCHASE AGREEMENT

This Securities Purchase Agreement

(this “Agreement”) is dated as of August 18, 2026, between Singularity Future Technology Ltd., a Virginia corporation

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

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

WHEREAS, subject to the terms

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

the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company,

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

NOW, THEREFORE, IN CONSIDERATION

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

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

ARTICLE I.

DEFINITIONS

1.1

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

have the meanings set forth in this Section 1.1:

“Acquiring Person”

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

“Action”

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

“Additional

Closing” shall have the meaning ascribed to such term in Section 2.4.

“Affiliate”

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

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

“Board

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

“Business

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

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

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

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

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

open for use by customers on such day.

“Closing”

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

“Closing

Date” means the Initial Closing Date, the date of each Additional Closing and the Final Closing Date.

“Commission”

means the United States Securities and Exchange Commission.

“Common

Stock” means the common stock of the Company, without par value, 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 Hunter Taubman Fischer & Li LLC.

“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.

“Evaluation

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

“Exchange

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

“Exempt

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

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

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

upon the exercise or exchange of or conversion of any securities issued hereunder, and/or other securities exercisable or exchangeable

for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have

not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange

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

securities, (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors

of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no

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

in Section 4.12(a) herein, and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is,

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

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

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

securities; and (d) securities pursuant to that certain securities purchase agreement dated August 12, 2026 in connection with a private

placement to certain “non-U.S. Persons” as defined in Regulation S of the Securities Act.

“FCPA”

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

“Final

Closing Date” shall mean that date which shall be the earlier of (a) completion of the sale of all Securities or (b) 5:00 p.m.

(EDT) on September 18, 2026.

“GAAP”

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

“Indebtedness”

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

“Initial

Closing” shall mean the Closing of the sale of Securities on the Initial Closing Date.

“Intellectual

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

“Liens”

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

“Material

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

“Material

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

“Per Share

Purchase Price” equals $3.00, 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, provided that the purchase price per Prefunded

Warrant shall be the Per Share Purchase Price minus $0.001.

“Person”

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

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

“Placement

Agent” means Univest Securities, LLC.

“Prefunded

Warrant” means, collectively, the Prefunded Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance

with Section 2.2(a) hereof, which Prefunded Warrants shall be exercisable immediately and shall expire when exercised in full, in the

form of Exhibit A attached hereto.

“Proceeding”

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

such as a deposition), whether commenced or threatened.

“Prospectus”

means the final prospectus filed for the Registration Statement.

“Prospectus

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

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

“Purchaser

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

“Registration

Statement” means the effective registration statement with Commission file No. 333-282006 which registers the sale of the Shares,

the Prefunded Warrants and the Warrant Shares to the Purchasers, and includes any Rule 462(b) Registration Statement.

“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.

“Rule 462(b)

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

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

pursuant to the Securities Act.

“SEC Reports”

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

“Securities”

means the Shares, the Prefunded Warrants and the Warrant 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 issued or issuable to each Purchaser pursuant to this Agreement.

“Short

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

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

“Subscription

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

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

dollars and in immediately available funds (minus, if applicable, a Purchaser’s aggregate exercise price of the Prefunded Warrants,

which amounts shall be paid as and when such Prefunded Warrants are exercised).

“Subsidiary”

means any subsidiary of the Company as set forth on Schedule 3.1(a), 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, the New York Stock

Exchange, the Pink Open Market, OTCQB or the OTCQX (or any successors to any of the foregoing).

“Transaction

Documents” means this Agreement, the Prefunded Warrants, all exhibits and schedules thereto and hereto and any other documents

or agreements executed in connection with the transactions contemplated hereunder.

“Transfer

Agent” means Transhare Corporation, the current transfer agent of the Company, with a mailing address of 17755 North US Highway

19 Suite 140, Clearwater, FL 33764 and an email address of jliu@transhare.com, and any successor transfer agent of the Company.

“Virginia

Counsel” means Dickinson Wright PLLC

“Variable

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

“Warrant

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

ARTICLE II.

PURCHASE AND SALE

2.1 Closing.

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

and not jointly, agree to purchase, up to an aggregate of $1,800,000 of Shares; provided, however, that, to the extent that

a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates, and any Person acting

as a group together with such Purchaser or any of such Purchaser’s Affiliates) would beneficially own in excess of the Beneficial

Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser may elect to purchase Prefunded

Warrants in lieu of Shares in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company.

The “Beneficial Ownership Limitation” shall be 4.99% (or, at the election of the Purchaser at Closing, 9.99%) of the

number of shares of the Common Stock outstanding immediately after giving effect to the issuance of the Shares and Prefunded Warrants

on the Closing Date. 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 occur take place

remotely by electronic transfer of the Closing documentation or such other location as the parties shall mutually agree. Unless otherwise

directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”)

(i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by

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

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

Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding anything herein to the contrary, if at any time on or after

the time of execution of this Agreement by the Company and an applicable Purchaser, through, and including the time immediately prior

to the Closing (the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of the Shares

to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Shares”), such Purchaser

shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally

bound to purchase, such Pre-Settlement Shares at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement

Shares to such Purchaser prior to the Company’s receipt of the purchase price of such Pre-Settlement Shares hereunder; and provided

further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser

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

such decision to sell any shares of Common Stock by such Purchaser shall solely be made at the time such Purchaser elects to effect any

such sale, if any. Notwithstanding anything to the contrary herein and a Purchaser’s Subscription Amount set forth on the signature

pages attached hereto, the number of Shares purchased by a Purchaser (and its Affiliates) hereunder shall not, when aggregated with all

other shares of Common Stock owned by such Purchaser (and its Affiliates) at such time, result in such Purchaser beneficially owning (as

determined in accordance with Section 13(d) of the Exchange Act) in excess of 9.9% of the then issued and outstanding Common Stock outstanding

at the Closing (the “Beneficial Ownership Maximum”), and such Purchaser’s Subscription Amount, to the extent

it would otherwise exceed the Beneficial Ownership Maximum immediately prior to the Closing, shall be conditioned upon the issuance of

Shares at the Closing to the other Purchasers signatory hereto. To the extent that a Purchaser’s beneficial ownership of the Shares

would otherwise be deemed to exceed the Beneficial Ownership Maximum, such Purchaser’s Subscription Amount shall automatically be

reduced as necessary in order to comply with this paragraph. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise

(as defined in the Prefunded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered

at any time after the time of execution of this Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s)

by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the

Prefunded Warrants) for purposes hereunder.

Following the Initial Closing, the Company and

the Placement Agent may hold Additional Closings up to and including the Final Closing Date for all or any portion of the remaining amount

of the Purchase Limit not sold at the time of any Additional Closing, provided, however, that such Additional Closings must occur no later

than the Final Closing Date. Anything herein to the contrary notwithstanding, the Company may at its sole option upon written notice to

the Placement Agent and the Purchasers, cancel any Additional Closing without liability hereunder or under any Transaction Document.

2.2 Deliveries.

(a) On

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

(i) this

Agreement duly executed by the Company;

(ii) legal

opinions of Company Counsel and Virginia Counsel, each directed to the Placement Agent and the Purchasers, in forms reasonably acceptable

to the Placement Agent and the Purchasers;

(iii) subject

to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company

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

(iv) a

certificate executed by the Company’s Chief Financial Officer of the Company, dated as of the date of Closing, in form and substance

reasonable acceptable to the Purchasers and Placement Agent;

(v) a

Secretary’s certificate executed by the secretary or an officer of the Company, dated as of the date of Closing, certifying to the

organizational documents of the Company, good standing in the jurisdiction of formation of the Company and board resolutions authorizing

the offering of the Shares, in form and substance reasonable acceptable to the Purchasers and Placement Agent;

(vi) a

certificate of signed by the chief executive officer of the Company, dated, as applicable, as of the date of such Closing, to the effect

that, as of the date of this Agreement and as of the Closing Date, the representations and warranties of the Company contained herein

and in the Purchase Agreement were and are accurate in all material respects, except for such changes as are contemplated by this Agreement

and except as to representations and warranties that were expressly limited to a state of facts existing at a time prior to the applicable

Closing Date, and that, as of the applicable date, the obligations to be performed by the Company hereunder on or prior thereto have been

fully performed in all material respects; and

(vii) for

each Purchaser of Prefunded Warrants pursuant to Section 2.1, a Prefunded Warrant registered in the name of such Purchaser to purchase

up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to Prefunded Warrant

divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001, subject to adjustment therein; and

(viii) the

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

(b) On

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

(i) this

Agreement duly executed by such Purchaser; and

(ii) such

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

or its designee.

2.3 Closing

Conditions.

(a) The

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

(i) the

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

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

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

respects) as of such date);

(ii) all

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

and

(iii) the

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

(b) The

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

(i) the

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

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

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

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

(ii) all

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

(iii) the

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

(iv) there

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

(v) from

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

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

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

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

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

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

makes it impracticable or inadvisable to purchase the Shares and/or Prefunded Warrants at the Closing.

2.4 Additional Allocation. The Company

hereby acknowledges and agrees that each Purchaser, severally, has the right to elect to purchase up to 100% of the number of Shares and/or

Pre-Funded Warrants (the “Purchase Limit”) each Purchaser purchased at the Initial Closing (the “Additional Allocation”)

on or before the Final Closing Date (the “Additional Allocation Period”) at the Per Share Purchase Price by delivery of one

or more written notices (each, an “Additional Allocation Election Notice”) to the Company during such Additional Allocation

Period (each, an “Additional Closing”). Each Additional Closing shall occur on the first (1st) Trading Day after such applicable

Additional Allocation Election Notice and, subject to Section 5.21 below, as applicable, in accordance with Sections 2.2 and 2.3 hereof

(with “Additional Closing” replacing “Closing” therein with respect thereto).

ARTICLE III.

REPRESENTATIONS AND WARRANTIES

3.1 Representations

and Warranties of the Company. Except as set forth in the Disclosure Schedules, which Disclosure Schedules shall be deemed a part

hereof and shall qualify any representation 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 on Schedule 3.1(a). The Company owns, directly or indirectly,

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

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

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

the Transaction Documents shall be disregarded.

(a) Organization

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

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

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

violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational

or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign

corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification

necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected

to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse

effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries,

taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis

its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”) and no Proceeding

has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority

or qualification.

(b) 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.

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

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

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

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

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

or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in

a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority

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

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

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

(d) Filings,

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

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

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

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

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

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

(e) Issuance

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

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

Shares, when issued in accordance with the terms of the Prefunded Warrants, will be validly issued, fully paid and nonassessable, free

and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock the maximum number of shares

of Common Stock issuable pursuant to this Agreement and the Prefunded Warrants. The Company has prepared and filed the Registration Statement

in conformity with the requirements of the Securities Act, which became effective on October 24, 2024 (the “Effective Date”),

including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration

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

or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been

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

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

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

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

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

therein not misleading; and the Prospectus and any amendments or supplements thereto, at the time the Prospectus or any amendment or supplement

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

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

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

filing of the Registration Statement eligible to use Form S-3. The Company is eligible to use Form S-3 under the Securities Act and it

meets the transaction requirements with respect to the aggregate market value of securities being sold pursuant to this offering and during

the twelve (12) months prior to this offering, as set forth in General Instruction I.B.6 of Form S-3.

(f) Capitalization.

The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall

also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof.

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 a result of the purchase and sale of the Shares and set forth on Schedule 3.1(g), there are no outstanding options, warrants,

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

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

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

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

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

(other than the Purchasers). There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that

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

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

securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and

sale of the Shares. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s

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

(g) SEC

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

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

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

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

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

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

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

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

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

not misleading. The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements of the

Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations

of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance

with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”),

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

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

its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended,

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

(h) Material

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

the SEC Reports, except as set forth on Schedule 3.1(i), (i) there has been no event, occurrence or development that has had or

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

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

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

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

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

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

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

of information. Except for the issuance of the Shares contemplated by this Agreement or as set forth on Schedule 3.1(i), 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.

(i) Litigation.

Except as set forth on Schedule 3.1(j), 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 on Schedule 3.1(j), (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.

(j) Labor

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

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

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

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

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

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

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

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

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

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

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

(k) Compliance.

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

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

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

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

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

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

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

and safety and employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material Adverse

Effect.

(l) Environmental Laws. The

Company and its Subsidiaries (i) are in compliance with all federal, state, local and foreign laws relating to pollution or protection

of human health or the environment (including ambient air, surface water, groundwater, land surface or subsurface strata), including laws

relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic or hazardous substances

or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing,

distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees,

demands, or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations, issued,

entered, promulgated or approved thereunder (“Environmental Laws”); (ii) have received all permits licenses or other

approvals required of them under applicable Environmental Laws to conduct their respective businesses; and (iii) are in compliance with

all terms and conditions of any such permit, license or approval where in each clause (i), (ii) and (iii), the failure to so comply could

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

(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 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.

(o) Intellectual

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

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

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

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

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

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

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

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

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

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

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

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

expected to have a Material Adverse Effect.

(p) Insurance.

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

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

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

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

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

(q) Transactions

With Affiliates and Employees. Except as set forth on Schedule 3.1(r), none of the officers or directors of the Company or

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

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

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

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

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

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

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

employee benefits, including stock option agreements under any stock option plan of the Company.

(r) Sarbanes-Oxley;

Internal Accounting Controls. The Company and the Subsidiaries are in compliance with any and all applicable requirements of the Sarbanes-Oxley

Act of 2002, as amended that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the

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

system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with

management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial

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

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

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

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

disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits

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

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

and the Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date,

the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the

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

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

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

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

(s) Certain

Fees. Except for fees payable by the Company to the Placement Agent, no brokerage or finder’s fees or commissions are or will

be payable by the Company or any Subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment banker,

bank or other Person with respect to the transactions contemplated by the Transaction Documents. The Purchasers shall have no obligation

with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section

that may be due in connection with the transactions contemplated by the Transaction Documents.

(t) Investment

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

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

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

Investment Company Act of 1940, as amended.

(u) Registration

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

securities of the Company or any Subsidiary.

(v) Listing

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

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

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

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

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

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

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

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

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

(w) Application

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

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

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

of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations

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

the Securities and the Purchasers’ 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 of the Purchasers or their agents or counsel with any information

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

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

of the Company. All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company and its Subsidiaries,

their respective businesses and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, is true and

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

statements made therein, in the light of the circumstances under which they were made, not misleading. The press releases disseminated

by the Company during the twelve months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a

material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in

the light of the circumstances under which they were made and when made, not misleading. The Company acknowledges and agrees that no Purchaser

makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically

set forth in Section 3.2 hereof.

(y) No

Integrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, neither

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

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

with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market on which any

of the securities of the Company are listed or designated.

(z) Solvency.

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

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

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

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

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

by the Company, consolidated and projected capital requirements and capital availability thereof, and (iii) the current cash flow of the

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

uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when such amounts are required to be paid.

The Company does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts

of cash to be payable on or in respect of its debt). The Company has no knowledge of any facts or circumstances which lead it to believe

that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from

the Closing Date. Schedule 3.1(aa) 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 in excess of $50,000 (other than trade accounts payable incurred in the ordinary

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

not the same are or should be reflected in the Company’s consolidated balance sheet (or the notes thereto), except guaranties by

endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (z) the

present value of any lease payments in excess of $50,000 due under leases required to be capitalized in accordance with GAAP. Neither

the Company nor any Subsidiary is in default with respect to any Indebtedness.

(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 all United States federal, state and local income and all foreign income and franchise

tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all taxes and other governmental

assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations and (iii)

has set aside on its books provision reasonably adequate for the payment of all material taxes for periods subsequent to the periods to

which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority

of any jurisdiction, and the officers of the Company or of any Subsidiary know of no basis for any such claim.

(bb) Foreign Corrupt Practices.

Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any agent or other person acting on behalf

of the Company or any Subsidiary, has (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other

unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government

officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully

any contribution made by the Company or any Subsidiary (or made by any person acting on its behalf of which the Company is aware) which

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

(cc) Accountants.

The Company’s accounting firm is set forth on Schedule 3.1(dd) of the Disclosure Schedules. 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 ended June 30,

2026.

(dd) Acknowledgment Regarding

Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each of the Purchasers is acting solely in the

capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated thereby. The Company

further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with

respect to the Transaction Documents and the transactions contemplated thereby and any advice given by any Purchaser or any of their respective

representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely incidental

to the Purchasers’ purchase of the 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 4.14 hereof), it is understood and acknowledged by the Company that: (i) none of the Purchasers has

been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short,

securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Shares for

any specified term; (ii) past or future open market or other transactions by any Purchaser, specifically including, without

limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement

transactions, may negatively impact the market price of the Company’s publicly-traded securities; (iii) any Purchaser, and

counter-parties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, presently

may have a “short” position in the Common Stock, and (iv) each Purchaser shall not be deemed to have any affiliation

with or control over any arm’s length counter-party in any “derivative” transaction. The Company further

understands and acknowledges that (y) one or more Purchasers may engage in hedging activities at various times during the period

that the Securities are outstanding, including, without limitation, during the periods that the value of the Warrant Shares

deliverable with respect to Securities are being determined, 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) [Reserved]

(hh) 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.

(ii) Compliance

with Data Privacy Laws. (i) The Company and the Subsidiaries are, and at all times during the last three (3) years were, in

compliance with all applicable state, federal and foreign data privacy and security laws and regulations, including, without

limitation, the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) (collectively,

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

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

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

(iii) the Company provides accurate notice of its applicable Policies to its customers, employees, third party vendors and

representatives as required by the Privacy Laws; and (iv) applicable Policies provide accurate and sufficient notice of the

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

Company’s then-current privacy practices, as required by Privacy Laws. “Personal Data” means (i) a

natural person’s name, street address, telephone number, email address, photograph, social security number, bank information,

or customer or account number; (ii) any information which would qualify as “personally identifying information”

under the Federal Trade Commission Act, as amended; (iii) “personal data” as defined by GDPR; and (iv) any other

piece of information that allows the identification of such natural person, or his or her family, or permits the collection or

analysis of any identifiable data related to an identified person’s health or sexual orientation. (i) None of such

disclosures made or contained in any of the Policies have been inaccurate, misleading, or deceptive in violation of any Privacy Laws

and (ii) the execution, delivery and performance of the Transaction Documents will not result in a breach of any Privacy Laws

or Policies. Neither the Company nor the Subsidiaries (i) to the knowledge of the Company, has received written notice of

any actual or potential liability of the Company or the Subsidiaries under, or actual or potential violation by the Company or the

Subsidiaries of, any of the Privacy Laws; (ii) is currently conducting or paying for, in whole or in part, any investigation,

remediation or other corrective action pursuant to any regulatory request or demand pursuant to any Privacy Law; or (iii) is a

party to any order, decree, or agreement by or with any court or arbitrator or governmental or regulatory authority that imposed any

obligation or liability under any Privacy Law.

(jj) 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.

(kk) Office of Foreign

Assets Control. Neither the Company nor any Subsidiary nor, to the Company’s knowledge, any director, officer, agent, employee or

affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control

of the U.S. Treasury Department (“OFAC”).

(ll) U.S. Real Property

Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section

897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

(mm) Bank Holding Company

Act. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company Act of 1956, as amended

(the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve”).

Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly or indirectly, five percent (5%) or more of the

outstanding shares of any class of voting securities or twenty-five percent or more of the total equity of a bank or any entity that is

subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries or Affiliates exercises

a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal

Reserve.

(nn) Money Laundering.

The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable financial record-keeping

and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable money laundering statutes

and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”), and no Action or Proceeding

by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any Subsidiary with respect

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

3.2 Representations

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

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

as of such date):

(a) Organization;

Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing

under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company

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

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

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

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

party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute

the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited

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

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

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

law.

(b) Understandings

or Arrangements. Such Purchaser is acquiring the 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 (this representation and warranty

not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with

applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business.

Status. At the time such Purchaser was offered the Shares, it was, and as of the date hereof it is, an “accredited investor”

as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12), or (a)(13) under the Securities Act.

(d) Experience

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

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

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

such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers

managing other portions of such Purchaser’s assets, the representation set forth above shall only apply with respect to the portion

of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other

than to other Persons party to this Agreement or to such Purchaser’s representatives, including, without limitation, its officers,

directors, partners, legal and other advisors, employees, agents and Affiliates, such Purchaser has maintained the confidentiality of

all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding

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

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

The Company acknowledges and

agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on

the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any

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

of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute

a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or

similar transactions in the future.

ARTICLE IV.

OTHER AGREEMENTS OF THE PARTIES

4.1 Warrant

Shares. If all or any portion of a Prefunded Warrant is exercised at a time when there is an effective registration statement to cover

the issuance or resale of the Warrant Shares or if the Prefunded Warrant is exercised via cashless exercise, the Warrant Shares issued

pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement

(or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available

for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Prefunded Warrants in writing that

such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is

effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not

limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and

state securities laws). The Company shall use best efforts to keep a registration statement (including the Registration Statement) registering

the issuance or resale of the Warrant Shares effective during the term of the Prefunded Warrants.

4.2 Furnishing

of Information. Until the earliest of the time that (i) no Purchaser owns Securities or (ii) the Prefunded Warrants have expired,

the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports

required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the

reporting requirements of the Exchange Act.

4.3 Integration.

The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section

2 of the Shares Act) that would be integrated with the offer or sale of the Shares for purposes of the rules and regulations of any Trading

Market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained

before the closing of such subsequent transaction.

4.4 Securities

Laws Disclosure; Publicity. The Company shall (a) by the Disclosure Time, issue a press release disclosing the material terms of the

transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto,

with the Commission within the time required by the Exchange Act. From and after the issuance of such press release, the Company represents

to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the

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

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

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

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

Affiliates or agents, including, without limitation, the Placement Agent, on the one hand, and any of the Purchasers or any of their Affiliates

on the other hand, shall terminate and be of no further force or effect. The Company understands and confirms that each Purchaser shall

be relying on the foregoing covenant in effecting transactions in securities of the Company. The Company and each Purchaser shall consult

with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor

any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company,

with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release

of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case

the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding

the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with

the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required

by federal securities law in connection with the filing of final Transaction Documents with the Commission and (b) to the extent such

disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice

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

4.5 Shareholder

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

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

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

could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Shares under the Transaction Documents

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

4.6 Non-Public

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

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

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

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

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

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

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

information to a Purchaser without such Purchaser’s consent, the Company hereby covenants and agrees that such Purchaser shall not

have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates

or agents, including, without limitation, the Placement Agent, or a duty to the Company, any of its Subsidiaries or any of their respective

officers, directors, employees, Affiliates or agents, including, without limitation, the Placement Agent, not to trade on the basis of,

such material, non-public information, provided that the Purchaser shall remain subject to applicable law. To the extent that any notice

provided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any

Subsidiaries, the Company shall simultaneously with the delivery of such notice file such notice with the Commission pursuant to a Current

Report on Form 8-K. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions

in securities of the Company.

4.7 Use

of Proceeds. Except as set forth on Schedule 4.7 attached hereto, the Company shall use the net proceeds from the sale of the

Shares hereunder for working capital purposes and shall not use such proceeds: (a) for the satisfaction of any portion of the Company’s

debt (other than payment of trade payables in the ordinary course of the Company’s business and prior practices), (b) for the redemption

of any Common Stock or Common Stock Equivalents, (c) for the settlement of any outstanding litigation or (d) in violation of FCPA or OFAC

regulations.

4.8 Indemnification

of Purchasers. Subject to the provisions of this Section 4.8, the Company will indemnify and hold each Purchaser and its directors,

officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person

holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning

of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners

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

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

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

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

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

Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates,

by any stockholder of the Company who is not an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated

by the Transaction Documents (unless such action is solely based upon a material breach of such Purchaser Party’s representations,

warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such

stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which

is finally judicially determined to constitute fraud, gross negligence or willful misconduct). If any action shall be brought against

any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify

the Company in writing, and, the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably

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

in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent

that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable

period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel a material

conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Company

shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to

any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s prior written

consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage

or liability is attributable to any Purchaser Party’s breach of any of the representations made by a Purchaser Party in this Agreement

or the other Transaction Documents. The indemnification required by this Section 4.8 shall be made by periodic payments of the amount

thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained

herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others and any liabilities

the Company may be subject to pursuant to law.

4.9 Reservation

of Common Stock. As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available at all

times, free of preemptive rights, a sufficient number of shares of Common Stock for the purpose of enabling the Company to issue Shares

pursuant to this Agreement and Warrant Shares pursuant to any exercise of the Prefunded Warrants.

4.10 Listing

of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on the Trading

Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Shares

and Warrant Shares on such Trading Market and promptly secure the listing of all of the Shares and Warrant Shares on such Trading Market.

The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in

such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and

Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably

necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s

reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to 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 30 days after the Closing Date, neither the Company nor any Subsidiary shall (i) issue, enter into any agreement

to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents or (ii) file any registration

statement or amendment or supplement thereto, other than the Prospectus Supplement, the filing of any amendment or supplement to an existing

registration statement for an “at the market” offering with the Placement Agent as sales agent, or filing a registration statement

on Form S-8 in connection with any employee benefit plan.

(b) From

the date hereof until such time as no Purchaser holds any of the Prefunded Warrants, the Company shall be prohibited from effecting or

entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents

(or a combination of units thereof) involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction

in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or

include the right to receive additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other

price that is based upon and/or varies with the trading prices of or quotations for the shares of Common Stock at any time after the initial

issuance of such debt or equity securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some

future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly

or indirectly related to the business of the Company or the market for the Common Stock or (ii) enters into, or effects a transaction

under, any agreement, including, but not limited to, an equity line of credit or an “at-the-market offering”, whereby the

Company may issue securities at a future determined price regardless of whether shares pursuant to such agreement have actually been issued

and regardless of whether such agreement is subsequently canceled. 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.

the foregoing, this Section 4.11 shall not apply in respect of an Exempt Issuance, except that no Variable Rate Transaction shall be an

Exempt Issuance. For the avoidance of doubt, this Section 4.11 shall not apply to the equity line of credit facility between the Company

and certain investors.

4.12 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 of the parties to the Transaction Documents. For clarification purposes, this provision constitutes a separate right

granted to each Purchaser by the Company and negotiated separately by each Purchaser, and is intended for the Company to treat the Purchasers

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

or voting of Shares or otherwise.

4.13 Certain

Transactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it nor

any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales

of any of the Company’s securities during the period commencing with the execution of this Agreement and ending at such time that

the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section

4.4. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated

by this Agreement are publicly disclosed by the Company pursuant to the initial press release as described in Section 4.4, such Purchaser

will maintain the confidentiality of the existence and terms of this transaction and the information included in the Disclosure Schedules

(other than as disclosed to its legal and other representatives). Notwithstanding the foregoing and notwithstanding anything contained

in this Agreement to the contrary, the Company expressly acknowledges and agrees that (i) no Purchaser makes any representation, warranty

or covenant hereby that it will not engage in effecting transactions in any securities of the Company after the time that the transactions

contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.4, (ii) no

Purchaser shall be restricted or prohibited from effecting any transactions in any securities of the Company in accordance with applicable

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

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

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

or agent, including, without limitation, the Placement Agent, after the issuance of the initial press release as described in Section

4.4. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio

managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment

decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the covenant set forth above shall

only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Shares

covered by this Agreement.

4.14 Capital

Changes. Until the one year anniversary of 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 and Prefunded Warrants

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.

4.15 Exercise

Procedures. The form of Notice of Exercise included in the Prefunded Warrants set forth the totality of the procedures required of

the Purchasers in order to exercise the Prefunded Warrants. No additional legal opinion, other information or instructions shall be required

of the Purchasers to exercise their Prefunded Warrants. Without limiting the preceding sentences, no ink-original Notice of Exercise shall

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

in order to exercise the Prefunded Warrants. The Company shall honor exercises of the Prefunded Warrants and shall deliver Warrant Shares

in accordance with the terms, conditions and time periods set forth in the Transaction Documents.

ARTICLE V.

MISCELLANEOUS

5.1 Termination.

This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever

on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated

on or before the fifth (5th) Trading Day following the date hereof; provided, however, that no such termination

will affect the right of any party to sue for any breach by any other party (or parties).

5.2 Fees

and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and expenses

of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation,

preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees (including, without

limitation, any fees required for same-day processing of any instruction letter delivered by the Company and any exercise notice delivered

by a Purchaser), stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchasers.

5.3 Entire

Agreement. The Transaction Documents, together with the exhibits and schedules thereto, the Prospectus and the Prospectus Supplement,

contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements

and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents,

exhibits and schedules.

5.4 Notices.

Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall

be deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication is delivered via email

attachment at the email address as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York City time) on a

Trading Day, (b) the next Trading Day after the time of transmission, if such notice or communication is delivered via email attachment

at the email address as set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New

York City time) on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing, if sent by U.S. nationally

recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The address

for such notices and communications shall be as set forth on the signature pages attached hereto.

5.5 Amendments;

Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in

the case of an amendment, by the Company and Purchasers which purchased at least 50.1% in interest of the Shares and Prefunded Warrants

based on the initial Subscription Amounts hereunder (or, prior to the Closing, the Company and each Purchaser) or, in the case of a waiver,

by the party against whom enforcement of any such waived provision is sought, provided that if any amendment, modification or waiver disproportionately

and adversely impacts a Purchaser (or multiple Purchasers), the consent of such disproportionately impacted Purchaser (or at least 50.1%

in interest of such multiple Purchasers) shall also be required. No waiver of any default with respect to any provision, condition or

requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver

of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder

in any manner impair the exercise of any such right. Any 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 Shares and the Company.

5.6 Headings.

The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any

of the provisions hereof.

5.7 Successors

and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns.

The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of each Purchaser (other

than by merger). Any Purchaser may assign any or all of its rights under this Agreement to any Person to whom such Purchaser assigns or

transfers any 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 “Purchasers.”

5.8 No

Third-Party Beneficiaries. The Placement Agent shall be the third party beneficiary of the representations, warranties, and covenants

of the Company in this Agreement and the representations, warranties, and covenants of the Purchasers in this Agreement. This Agreement

is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of,

nor may any provision hereof be enforced by, any other Person, except as otherwise set forth in Section 4.8 and this Section 5.8.

5.9 Governing

Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed

by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts

of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense of the transactions

contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates,

directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts

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

in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction

contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably

waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such

court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives

personal service of process and consents to process being served in any such Action or Proceeding by mailing a copy thereof via registered

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

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

shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action

or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section

4.8, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’

fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.

5.10 Survival.

The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.

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; provided, however, that, in the case of a rescission of an exercise

of a Prefunded Warrant, the applicable Purchaser shall be required to return any shares of Common Stock subject to any such rescinded

exercise notice concurrently with the return to such Purchaser of the aggregate exercise price paid to the Company for such shares and

the restoration of such Purchaser’s right to acquire such shares pursuant to such Purchaser’s Prefunded Warrant (including,

issuance of a replacement Prefunded warrant certificate evidencing such restored right).

5.14 Replacement

of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company shall

issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of

and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of

such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable

third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.

5.15 Remedies.

In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, 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. 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 Liquidated

Damages. The Company’s obligations to pay any partial liquidated damages or other amounts owing under the Transaction Documents

is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other amounts have been

paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages or other amounts are due

and payable shall have been canceled.

5.19 Saturdays, Sundays,

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

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

5.20 Construction.

The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction Documents

and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall

not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and every reference to

share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse and forward stock splits,

stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

5.21 WAIVER

OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES

EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY

AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

(Signature Pages Follow)

IN WITNESS WHEREOF,

the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of

the date first indicated above.

SINGULARITY FUTURE

TECHNOLOGY LTD.

Address for Notice:

Singularity Future Technology Ltd.

48 Wall Street, Suite 1100

New York, NY 10005

By:

E-Mail:

Name:

Jia Yang

[__]

Title:

Chief Executive Officer

With a copy to (which shall not constitute notice):

[___]

Attention: [___]

E-mail: [___]

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGE FOR PURCHASER FOLLOWS]

[PURCHASER SIGNATURE PAGES TO SGLY

SECURITIES PURCHASE AGREEMENT]

IN WITNESS WHEREOF, the undersigned

have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated

above.

Name of Purchaser: ________________________________________________________

Signature of Authorized Signatory of Purchaser:

_________________________________

Name of Authorized Signatory: _______________________________________________

Title of Authorized Signatory: ________________________________________________

Email Address of Authorized Signatory: _________________________________________

Address for Notice to Purchaser:

Address for Delivery of Shares to Purchaser (if not same as address

for notice):

Subscription Amount: $_________________

Shares: _________________

Prefunded Warrant Shares: ___________ Beneficial Ownership Blocker

o 4.99% or o 9.99%

EIN Number: ____________________

Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to

purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company

to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing

shall occur on the first (1st) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this

Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement,

instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional

obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase

price (as applicable) to such other party on the Closing Date.

[SIGNATURE PAGES CONTINUE]

EXHIBIT A

Form of Pre-Funded Warrant

See attached.

EX-10.2 — FORM OF THE PLACEMENT AGENCY AGREEMENT, DATED AUGUST 18, 2026

EX-10.2

Filename: ea030320501ex10-2.htm · Sequence: 6

Exhibit 10.2

PLACEMENT AGENCY AGREEMENT

August 18, 2026

Univest Securities, LLC

75 Rockefeller Plaza, Suite 25A

New York, NY, 10019

Ladies and Gentlemen:

This letter (the “Agreement”)

constitutes the agreement by and between Univest Securities, LLC (“Univest” or the “Placement Agent”)

and Singularity Future Technology Ltd., a Virginia corporation (the “Company”), pursuant to which the Placement Agent

shall serve as the placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed

placements (the “Placements”) via a registered direct offering of the Company’s common stock, without par value

(“Common Stock”), and warrants (collectively, the “Securities”). For the avoidance of doubt, this

Agreement shall not apply to the Company’s offerings of Securities in private placements pursuant to any exemptions from the registration

requirements of the Securities Act of 1933, as amended, not involving any placement agent or underwriter. The terms of the Placements

and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively,

the “Purchasers”) and nothing herein shall be deemed to mean 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 Placements. This Agreement

and the documents executed and delivered by the Company and the Purchasers in connection with the Placements, including but not limited

to the Purchase Agreement (as defined below), shall be collectively referred to herein as the “Transaction Documents.”

The date of the closing of the Placements shall be referred to herein as the “Closing Date.” The Company expressly

acknowledges and agrees that the obligations of the Placement Agent 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. Following the prior written consent of the Company, the Placement Agent may retain other brokers or

dealers to act as sub-agents or selected-dealers on its behalf in connection with the Placements. The sale of the Securities to any Purchaser

will be evidenced by a securities purchase agreement (the “Purchase Agreement”) between the Company and such Purchaser

in a form mutually agreed upon by the Company and the Placement Agent. Capitalized terms that are not otherwise defined herein have the

meanings given to such terms in the Purchase Agreement. Prior to the signing of any Purchase Agreement, executive officers of the Company

will be available upon reasonable notice and during normal business hours to answer inquiries from prospective Purchasers.

Notwithstanding anything herein

to the contrary, in the event that the Placement Agent determines that any of the terms provided for hereunder do not comply with a Financial

Industry Regulatory Authority (“FINRA”) rule, including but not limited to FINRA Rule 5110, then the Company shall

agree to amend this Agreement in writing upon the request of the Placement Agent to comply with any such rules; provided that any such

amendments shall not provide for terms that are less favorable to the Company than the terms of this Agreement or terms are adverse to

the Company.

The Company hereby confirms

its agreement with the Placement Agent as follows:

Section 1. Agreement to Act as Placement Agent.

(a) On the basis of the representations,

warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement

Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of the Securities pursuant to the

Company’s registration statement on Form S-3 (File No. 333-282006) (the “Registration Statement”) with the terms

of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement

Agent and the prospective Investors. The Placement Agent will act on a best efforts basis and the Company agrees and acknowledges that

there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances

will the Placement Agent or any of its Affiliates (as defined below) be obligated to underwrite or purchase any of the Securities for

its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal.

The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company

shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. Subject to the terms

and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one closing (the “Closing”

and the date on which the Closing occurs, the “Closing Date”). As compensation for services rendered, on the Closing

Date, the Company shall pay to the Placement Agent the following:

(i) a cash fee equal

to seven percent (7%) of the aggregate gross proceeds received by the Company from the sale of the Securities (the “Cash Fee”);

and

(ii) reimbursement

of the Placement Agent’s all reasonable travel and other out-of-pocket expenses, including the reasonable fees, costs, and disbursements

of its legal counsel, in an amount not to exceed an aggregate of $30,000.

(b) The term of the Placement

Agent’s exclusive engagement shall begin on the date hereof and continue until the earlier of (i) the Closing Date (the “Exclusive

Term”), and (ii) the date the Placement Agent or the Company terminates the engagement according to the terms of the next sentence

(such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred

to herein as the “Term”). The engagement may be terminated at any time by either party hereto upon one (1) day written

notice to the other party, effective upon receipt of written notice to that effect by the other party. Unless otherwise provided under

this Agreement, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 1(a) hereof

and to pay or reimburse the Placement Agent for any expenses incurred in accordance with Section 6 hereof, the Company’s

obligations contained in the indemnification provisions, and the provisions concerning indemnification and contribution contained herein

will survive any expiration or termination of this Agreement for any reason. All fees and expense payments or reimbursements 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 and expenses

are earned or owed as of the Termination Date). Furthermore, the Company agrees that during the Placement Agent’s engagement hereunder,

all inquiries from prospective U.S. Investors with respect to the Offering will be referred to the Placement Agent. Additionally, except

as set forth hereunder or otherwise disclosed to the Placement Agent in writing, the Company represents, warrants and covenants that no

brokerage or finder’s fees or commissions are or will be payable by the Company or any subsidiary of the Company to any broker,

financial advisor or consultant, finder, placement agent, investment banker, bank or other third-party with respect to the Offering.

The services provided by the

Placement Agent hereunder are solely for the benefit of the Company and are not intended to confer any rights upon any persons or entities

not a party hereto (including, without limitation, security holders, employees or creditors of the Company) as against the Placement Agent

or its directors, officers, agents and employees.

Section 2. Representations, Warranties and

Covenants of the Company. The Company hereby represents and warrants to the Placement Agent that the following is true and correct

as of the date hereof, and will be true and correct as of the Closing Date, and covenants and agrees as follows:

(a) Securities Law

Filings. The Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”)

a registration statement on Form S-3 (File No. 333-282006) for the registration under the Securities Act of 1933, as amended (the “Securities

Act”), of the Securities, which registration statement became effective on October 24, 2024. At the time of such filing, the

Company met the requirements of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule

415(a)(1)(x) under the Securities Act and complies with said Rule. The Company will file with the Commission pursuant to Rule 424(b) under

the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder,

a supplement to the form of prospectus included in such registration statement relating to the placement of the Public Securities and

the plan of distribution thereof and has advised the Placement Agent of all further information (financial and other) with respect to

the Company required to be set forth therein. Such registration statement, including the exhibits thereto, as amended at the date of this

Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form in which it appears in the

Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the

form in which it will be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter

called the “Prospectus Supplement.” Any reference in this Agreement to the Registration Statement, the Base Prospectus

or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated

Documents”) pursuant to Item 6 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), on or before the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the

case may be; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement”

with respect to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the

filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus

Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements

and schedules and other information which is “contained,” “included,” “described,” “referenced,”

“set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all

other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information

which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement,

as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the

Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s

knowledge, is threatened by the Commission. For purposes of this Agreement, “Free Writing Prospectus” has the meaning

set forth in Rule 405 under the Securities Act.

(b) Assurances.

The Registration Statement, as amended, (and any further documents to be filed with the SEC) contains all exhibits and schedules as required

by the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied

in all material respects with the Securities Act and the applicable Rules and Regulations and did not contain any untrue statement of

a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

The Preliminary Prospectus and the Prospectus, each as of its respective date, complies or will comply in all material respects with the

Securities Act and the applicable Rules and Regulations. Each of the Preliminary Prospectus and the Prospectus, as amended or supplemented,

did not and will not contain as of the date thereof any untrue statement of a material fact or omit to state a material fact necessary

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

when they were filed with the SEC, conformed in all material respects to the requirements of the Exchange Act and the applicable Rules

and Regulations promulgated thereunder, and none of such documents, when they were filed with the SEC, contained any untrue statement

of a material fact or omitted to state a material fact necessary to make the statements therein (with respect to Incorporated Documents

incorporated by reference in the Preliminary Prospectus or the Prospectus), in light of the circumstances under which they were made not

misleading. No post-effective amendment to the Registration Statement reflecting any facts or events arising after the date thereof which

represent, individually or in the aggregate, a fundamental change in the information set forth therein is required to be filed with the

SEC. Except for this Agreement and the Transaction Documents, there are no documents required to be filed with the SEC in connection with

the transaction contemplated hereby that (x) have not been filed as required pursuant to the Securities Act or (y) will not be filed within

the requisite time period. Except for this Agreement and the Transaction Documents, there are no contracts or other documents required

to be described in the Preliminary Prospectus or the Prospectus, or to be filed as exhibits or schedules to the Registration Statement,

which have not been described or filed as required.

Neither the Company nor any of its directors and officers has distributed and none of them will distribute, prior to the Closing Date,

any offering material in connection with the offering and sale of the Securities other than the Time of Sale Disclosure Package.

(d) Subsidiaries.

All of the direct and indirect subsidiaries of the Company (the “Subsidiaries”) are set forth in the Registration Statement.

The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any

liens, charges, security interests, encumbrances, rights of first refusal, preemptive rights or other restrictions (collectively, “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.

(e) Organization and

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

in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own

and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in violation

nor in default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or

charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign

corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification

necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected

to result in: (i) a material adverse effect on the legality, validity or enforceability of this Agreement, the Transaction Documents or

any other agreement or instrument relating to the Offering, (ii) a material adverse effect on the results of operations, assets, business

or condition (financial or otherwise) of the Company and the Subsidiaries, or (iii) a material adverse effect on the Company’s ability

to perform in any material respect on a timely basis its obligations under this Agreement or the transactions contemplated under the Preliminary

Prospectus (any of (i), (ii) or (iii), a “Material Adverse Effect”); provided that a change in the

market price or trading volume of the Common Stock alone shall not be deemed, in and of itself, to constitute a Material Adverse Effect.

No action, claim, suit, investigation or proceeding (including, without limitation, an informal inquiry), whether commenced or threatened

(“Proceeding”) has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke,

limit or curtail such power and authority or qualification.

(f) Authorization;

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

by this Agreement, the Transaction Documents and the Time of Sale Disclosure Package and otherwise to carry out its obligations hereunder

and thereunder. The execution and delivery of each of this Agreement, the Transaction Documents and the Time of Sale Disclosure Package

by the Company and the consummation by it of the transactions contemplated hereby and thereby and under the Preliminary Prospectus have

been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Company’s

Board of Directors or the Company’s shareholders in connection therewith. This Agreement and each Transaction Document has been

duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute valid and binding obligations of

the Company enforceable against the Company in accordance with their terms, except (i) as limited by general equitable principles and

applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’

rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies

and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

(g) No Conflicts.

The execution, delivery and performance by the Company of this Agreement and each Transaction Document and the transactions contemplated

hereby, thereby and pursuant to the Time of Sale Disclosure Package, the issuance and sale of the Securities and the consummation by it

of the transactions contemplated hereby and thereby to which it is a party do not and will not (i) conflict with or violate any provision

of the Company’s or any Subsidiary’s certificate or articles of incorporation, bylaws or other organizational or charter documents,

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

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

amendment, 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, conflict with or result in a violation of any

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

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

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

to result in a Material Adverse Effect.

(h) Filings, Consents

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

filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with

the execution, delivery and performance by the Company of this Agreement and the transactions contemplated by the Preliminary Prospectus,

other than: (i) the filing with the SEC of the Prospectus Supplement and such other filings as are required to be made under applicable

state securities laws, and (ii) application(s) to each applicable Trading Market for the listing of the Shares for trading thereon in

the time and manner required thereby. As used herein (i) “Persons” means an individual or corporation, partnership,

trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency

or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly

through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and

construed under Rule 405 under the Securities Act.

(i) Issuance of the

Securities; Registration. The Shares are duly authorized and, when issued and paid for in accordance with the Prospectus, will be

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

(j) Capitalization.

The capitalization of the Company is as set forth in the Registration Statement. The Company has not issued any capital stock or Common

Stock Equivalents since its most recently filed SEC Report (as defined below), other than pursuant to the exercise of employee stock options

or vesting and settlement of restricted stock units under the Company’s stock option plans, the issuance of shares of Common Stock

to employees pursuant to any employee stock purchase plans and pursuant to the conversion and/or exercise of securities of the Company

or the Subsidiaries which would entitle the holder thereof to acquire at any time any Common Stock, including, without limitation, any

debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable

for, or otherwise entitles the holder thereof to receive, Common Stock (“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 this Agreement and the transactions contemplated

pursuant to the Preliminary Prospectus or the Prospectus. Except as a result of the purchase and sale of the Securities and except as

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

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

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

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

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

to issue shares of Common Stock or other securities to any Person (other than the Investors and the Placement Agent) 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.

No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the

Securities. There are no shareholders 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 shareholders.

(k) 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 one (1) year preceding the

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

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

and any prospectus supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has

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

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

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

fact required to be stated therein or necessary in order to make the statements therein, in 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 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 SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United

States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”),

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

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

its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended,

subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. The selected financial data set forth

under the caption “Selected Financial Data” in the SEC Reports fairly present, on the basis stated in such SEC Reports, the

information included therein. The agreements and documents described in the Registration Statement and the SEC Reports conform in all

material aspects to the descriptions thereof contained therein and there are no agreements or other documents required by the Securities

Act and the rules and regulations thereunder to be described in the Registration Statement, the Prospectus or the SEC Reports or to be

filed with the Commission as exhibits to the Registration Statement, that have not been so described or filed. Each agreement or other

instrument (however characterized or described) to which the Company is a party or by which it is or may be bound or affected and (i)

that is referred to in the Registration Statement or the SEC Reports, or (ii) is material to the Company’s business, has been duly

authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company

and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may

be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability

of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of

specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion

of the court before which any proceeding therefore may be brought. None of such agreements or instruments has been assigned by the Company,

and neither the Company nor, to the best of the Company’s knowledge, any other party is in default thereunder and, to the best of

the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a

default thereunder. To the best of the Company’s knowledge, performance by the Company of the material provisions of such agreements

or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental

agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses, including, without limitation,

those relating to environmental laws and regulations.

(l) Material Changes;

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

Prospectus or the Prospectus, except as disclosed in the Preliminary Prospectus or the Prospectus, as the case may be, (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) except

as disclosed in the SEC Reports, the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables

and accrued expenses incurred in the ordinary course of business consistent with past practice, and (B) liabilities not required to be

reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the SEC, (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 shareholders 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 equity incentive plans.

The Company does not have pending before the SEC any request for confidential treatment of information. Except for the issuance of the

Securities contemplated or disclosed in the Preliminary Prospectus or the Prospectus, 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 one (1) Trading Day prior to the date that this representation is made. As used in this Agreement, “Trading Day”

means a day on which the Trading Market (as defined below) is open for trading. As used in this Agreement, “Trading Market”

means The Nasdaq Capital Market, the securities exchange on which the Common Stock is listed for trading.

(m) Litigation.

Except as disclosed in the SEC Reports, there is no Proceeding 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) which (i) adversely affects or challenges the legality, validity or

enforceability of any of this Agreement, the Transaction Documents and the transactions contemplated pursuant to the Time of Sale Disclosure

Package 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 Proceeding

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 or informal inquiry by the SEC

or its Staff involving the Company or any current or former director or officer of the Company. The SEC 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.

(n) Labor Relations.

(1) No material 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. (2) No executive officer of the Company or any Subsidiary, to the knowledge of the Company, 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. (3) To the Company’s knowledge, (a) no allegation of sexual harassment, sexual misconduct or discrimination,

whether such discrimination arises from race, ethnic background, sex, gender status, age or otherwise (“Misconduct”)

have been made involving any current or former director, officer, employee or independent contractor of the Company or any of its Subsidiaries,

(b) neither the Company nor any of its Subsidiaries have entered into any settlement agreements related to allegations of Misconduct by

any current or former director, officer, employee, or independent contractor of the Company or any of its Subsidiaries. (4) The Company

and its Subsidiaries are in compliance with all applicable 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.

(o) Compliance.

In addition to Section 2(n), 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 governmental authority, or (iii) is or has been in violation of any law, statute, rule, ordinance or regulation of any governmental

authority, including without limitation all foreign, federal, state and local laws, state unfair trade practice laws and rules and foreign

equivalents, taxes, environmental protection, occupational health and safety and product quality matters, except in each case as could

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

(p) 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 Time of Sale Disclosure Package,

except where the failure to possess such permits would not or 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. The disclosures in the Registration Statement concerning the effects of federal,

state, local and all foreign regulation on the Company’s business as currently contemplated are correct in all material respects.

The Company is and has been in material compliance with any term of any such Material Permits, except for any violations which would not

reasonably be expected to have a Material Adverse Effect. The Company has not received notice of any Proceeding from any governmental

authority or third party alleging that any Product, operation or activity is in violation of any applicable laws or regulations or Material

Permits or has any knowledge that any such entity or third party is considering any such Proceeding, nor, to the Company’s knowledge,

has there been any material noncompliance with or violation of any applicable laws or regulations by the Company that could reasonably

be expected to require the issuance of any such communication or result in an investigation, corrective action, or enforcement action

by any governmental authority.

(q) 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 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 Liens for the payment of federal, state or other

taxes, for which appropriate reserves have been made therefor in accordance with GAAP and, the payment of which is neither delinquent

nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under

valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance.

(r) Patents and Trademarks.

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 material for use in connection with their respective businesses as described in the Preliminary Prospectus and Prospectus and which

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

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

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

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

within the Preliminary Prospectus and the Prospectus, a notice (written or otherwise) of a claim or otherwise has any knowledge that the

Intellectual Property Rights violate or infringe upon the rights of any Person, except as would 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.

(s) 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. 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.

(t) Transactions With

Affiliates and Employees. Except as set forth in the Time of Sale Disclosure Package, none of the executive 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, executive 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 executive officer, director or such employee or, to the knowledge of the Company, any entity in which any executive officer,

director, or any such employee has a substantial interest or is an officer, director, trustee, shareholder, member or partner, in each

case in excess of one percent (1%) of the Company’s average total assets as of December 31, 2024 and 2023 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 equity award or option agreements under any equity incentive plan or similar of the Company.

(u) Sarbanes-Oxley;

Internal Accounting Controls. The Company and the Subsidiaries are in compliance with any and all applicable requirements of the Sarbanes-Oxley

Act of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the SEC thereunder

that are effective as of the date hereof and as of the Closing Date. Except as disclosed in the Preliminary Prospectus or the Prospectus,

the Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i)

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

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

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

for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

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

for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed

by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time

periods specified in the SEC’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the

Company’s disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the Company’s

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.

(v) Certain Fees.

Except as set forth in the Preliminary Prospectus or the Prospectus, no brokerage or finder’s fees or commissions are or will be

payable by the Company to any broker, dealer, financial advisor or consultant, finder, placement agent, investment banker, bank or other

Person with respect to the transactions contemplated by this Agreement and the transactions contemplated pursuant to the Preliminary Prospectus

and the Prospectus. The Investors 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 2(v) that may be due in connection with the transactions contemplated

by this Agreement and the transactions contemplated pursuant to the Preliminary Prospectus and the Prospectus.

(w) 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.

(x) Registration Rights.

Except as disclosed in the Preliminary Prospectus or the Prospectus, 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.

(y) Listing and Maintenance

Requirements. The Common Stock is registered pursuant to Section 12(b) of the Exchange Act, and the Company has taken no action designed

to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act

nor has the Company received any notification that the SEC is contemplating terminating such registration. Except as disclosed in the

Preliminary Prospectus or the Prospectus, the Company has not, in the twelve (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. Except as otherwise disclosed in the Prospectus, 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.

(z) Application of

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

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

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

of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling their obligations

or exercising their rights under this Agreement and the transactions contemplated pursuant to the Preliminary Prospectus, including without

limitation as a result of the Company’s issuance of the Securities and the Investors’ ownership of the Securities.

(aa) Disclosure.

Except with respect to the material terms and conditions of the transactions contemplated by this Agreement and the transactions contemplated

pursuant to the Preliminary Prospectus and the Prospectus, the Company confirms that neither it nor any other Person acting on its behalf

has provided any of the Investors or their agents or counsel with any information that it believes constitutes or might constitute material,

non-public information which is not otherwise disclosed in the Time of Sale Disclosure Package. The Company understands and confirms that

the Investors 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 Investors regarding the Company and, its Subsidiaries, their respective businesses and

the transactions contemplated hereby, including the Time of Sale Disclosure Package, 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 light of the circumstances under which

they were made, not misleading. The press releases disseminated by the Company during the twelve (12) months preceding the date of this

Agreement taken as a whole did not contain, at their respective times of issuance, any untrue statement of a material fact or omit to

state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances

under which they were made and when made, not misleading.

(bb) No Integrated

Offering. 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 any applicable shareholder approval provisions

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

(cc) Solvency.

Except as disclosed in the Preliminary Prospectus or the Prospectus, based on the consolidated financial condition of the Company as of

the Closing Date, after giving effect to the receipt by the Company of the proceeds from the sale of the Securities hereunder, (i) the

fair saleable value of the Company’s assets exceeds the amount that will be required to be paid on or in respect of the Company’s

existing debts and other liabilities (including known contingent liabilities) as they mature, (ii) the Company’s assets do not constitute

unreasonably small capital to carry on its business as now conducted and as proposed to be conducted including its capital needs taking

into account the particular capital requirements of the business conducted by the Company, consolidated and projected capital requirements

and capital availability thereof, and (iii) the current cash flow of the Company, together with the proceeds the Company would receive,

were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts

on or in respect of its liabilities when such amounts are required to be paid. The Company does not intend to incur debts beyond its ability

to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt). Except

as disclosed in the Preliminary Prospectus or the Prospectus, 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 each Closing Date. The Time of Sale Disclosure Package discloses as of the date hereof all outstanding secured and unsecured

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

“Indebtedness” means (x) any liabilities for borrowed money or amounts owed in excess of Fifty Thousand Dollars ($50,000)

(other than trade accounts payable incurred in the ordinary course of business), (y) all guaranties, endorsements, and other contingent

obligations in respect of indebtedness of others, whether or not the same are or should be reflected in the Company’s consolidated

balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar

transactions in the ordinary course of business; and (z) the present value of any lease payments in excess of One Hundred Thousand Dollars

($100,000) 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.

(dd) 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 (i) has made or filed all United States federal, state and local income and franchise and all foreign

income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all taxes

and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and

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

to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due

by the taxing authority of any jurisdiction, and the officers of the Company or of any Subsidiary know of no basis for any such claim.

(ee) 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 the Foreign Corrupt Practices Act of 1977 (the “FCPA”).

The Company has taken reasonable steps to ensure that its accounting controls and procedures are sufficient to cause the Company to comply

in all material respects with the FCPA.

(ff) Reserved.

(gg) 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.

(hh) Accountants.

The Company’s independent registered public accounting firm is set forth in the Preliminary Prospectus and the Prospectus. To the

knowledge 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, 2024.

(ii) Regulation M

Compliance. The Company has not, and to its knowledge no one acting on its behalf (other than the Placement Agent, as to which no

representation is made) 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 Company’s placement agent in connection with the placement of the Securities.

(jj) Office of Foreign

Assets Control. Neither the Company nor any Subsidiary, 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.

(kk) 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, and the Company shall so certify upon any Investor’s request.

(ll) 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 (25%) 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.

(mm) 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 United States federal

and state and foreign money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering

Laws”), and no Proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company

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

(nn) Certificates.

Any certificate signed by an officer of the Company and delivered to the Placement Agent shall be deemed to be a representation and warranty

by the Company to the Placement Agent as to the matters set forth therein.

(oo) Reliance.

The Company acknowledges that the Placement Agent will rely upon the accuracy and truthfulness of the foregoing representations and warranties

and hereby consents to such reliance.

(pp) Forward-Looking

Statements. No forward-looking statements (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange

Act) contained in the Time of Sale Disclosure Package has been made or reaffirmed without a reasonable basis or has been disclosed other

than in good faith.

(qq) Statistical or

Market-Related Data. Any statistical, industry-related and market-related data included or incorporated by reference in the Time of

Sale Disclosure Package, are based on or derived from sources that the Company reasonably and in good faith believes to be reliable and

accurate, and such data agree with the sources from which they are derived.

(rr) FINRA Affiliations.

There are no affiliations with any firm that is a member of the FINRA participating in the Offering among the Company’s officers,

directors or, to the knowledge of the Company, any 5% or greater shareholder of the Company.

(ss) Board of Directors.

The Company’s Board of Directors is comprised of the persons identified as directors of the Company in the Preliminary Prospectus

or the Prospectus under the section titled “Management.” The qualifications of the persons serving as board members and the

overall composition of the Board of Directors comply with the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder applicable

to the Company and the rules of the Trading Market. At least one member of the Board of Directors qualifies as a “financial expert”

as such term is defined under the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder and the rules of the Trading Market.

In addition, at least a majority of the persons serving on the Board of Directors qualify as “independent” as defined under

the rules of the Trading Market.

(tt) Cybersecurity.

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”)

that would reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect and (i) 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 material 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.

(uu) Compliance with

Data Privacy Laws. (i) The Company and the Subsidiaries are, and at all times during the last three (3) years were, in material 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 FTC, as amended; (iii) “personal data” as defined by GDPR; and (iv) any other piece of information that allows the

identification of such natural person, or his or her family, or permits the collection or analysis of any identifiable data related to

an identified person’s health or sexual orientation. (i) None of such disclosures made or contained in any of the Policies have

been inaccurate, misleading, or deceptive in violation of any Privacy Laws and (ii) the execution, delivery and performance of the Transaction

Documents will not result in a breach of any Privacy Laws or Policies. Neither the Company nor the Subsidiaries (i) to the knowledge of

the Company, has received written notice of any actual or potential liability of the Company or the Subsidiaries under, or actual or potential

violation by the Company or the Subsidiaries of, any of the Privacy Laws; (ii) is currently conducting or paying for, in whole or in part,

any investigation, remediation or other corrective action pursuant to any regulatory request or demand pursuant to any Privacy Law; or

(iii) is a party to any order, decree, or agreement by or with any court or arbitrator or governmental or regulatory authority that imposed

any obligation or liability under any Privacy Law.

(vv) Environmental

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

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

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

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

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

all authorizations, codes, decrees, demands, or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits,

plans or regulations, issued, entered, promulgated or approved thereunder (“Environmental Laws”); (ii) have received

all permits licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses; and

(iii) are in compliance with all terms and conditions of any such permit, license or approval where in each clause (i), (ii) and (iii),

the failure to so comply could be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 3. Delivery and Payment.

(a) Closing for the

Offering. Delivery of and payment for the Securities shall be made at or around 9:00 a.m., Eastern time, on or before the first (1st)

Trading Day following the date of the Purchase Agreement. The Closing shall take place remotely by electronic transfer of the Closing

documentation. On the Closing Date, the Company shall issue such amount of Securities sold pursuant to the Purchase Agreement directly

to the accounts designated by the Placement Agent for the applicable Investors and payment shall be made by the Investors by wire transfer

to the Company. At the Closing, the Securities which the Company shall deliver to each Investor the number of Shares purchased by such

Investor. Subject to the terms and conditions hereof, at the Closing, payment of the purchase price for the Securities sold pursuant to

the Purchase Agreement shall be made by federal funds wire transfer, against delivery of the Securities, and such Securities shall be

registered in such name or names and shall be in such denominations, as the Placement Agent may request. All actions taken at the Closing

shall be deemed to have occurred simultaneously.

(b) Payment for the

Securities. The Securities are being sold to the Investors at the public offering price as set forth in the Prospectus Supplement.

The purchase of the Securities by each of the Investors shall be evidenced by the receipt of funds in the account designated by the Company

and the Placement Agent and execution of a Purchase Agreement by each such Investor and the Company.

Shares. Delivery of the Shares shall be made through the facilities of The Depository Trust Company unless the Placement Agent shall

otherwise instruct.

Section 4. Covenants and Agreements of the

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

(a) Registration Statement

Matters. During the Prospectus Delivery Period (as defined below), the Company will advise the Placement Agent promptly after it receives

notice thereof of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the

Prospectus has been filed and will furnish the Placement Agent with copies thereof. During the Prospectus Delivery Period (as defined

in Section 4(c), the Company will file promptly all reports and any definitive proxy or information statements required to be filed by

the Company with the SEC pursuant to Section 13(a), 14 or 15(d) of the Exchange Act subsequent to the date of any Prospectus. During the

Prospectus Delivery Period, the Company will advise the Placement Agent, promptly after it receives notice thereof (i) of any request

by the SEC to amend the Registration Statement or to amend or supplement any Prospectus or for additional information, and (ii) of the

issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto

or any order directed at any Incorporated Document, if any, or any amendment or supplement thereto or any order preventing or suspending

the use of the Prospectus or the Prospectus Supplement or any prospectus supplement or any amendment or supplement thereto or any post-effective

amendment to the Registration Statement, of the suspension of the qualification of the Securities for offering or sale in any jurisdiction,

of the institution or threatened institution of any Proceeding for any such purpose, or of any request by the SEC for the amending or

supplementing of the Registration Statement or a Prospectus or for additional information. The Company shall use its best efforts to prevent

the issuance of any such stop order or prevention or suspension of such use. If the SEC shall enter any such stop order or order or notice

of prevention or suspension at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible

moment, or will file a new registration statement and use its best efforts to have such new registration statement declared effective

as soon as practicable. Additionally, the Company agrees that during the Prospectus Delivery Period, it shall comply with the provisions

of Rules 424(b), 430A, 430B and 430C, as applicable, under the Securities Act, including with respect to the timely filing of documents

thereunder, and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) are received in

a timely manner by the SEC. The Company covenants and agrees to update the Prospectus Supplement to include all information required to

be included therein, including with respect to any SEC Reports that are filed subsequent to the date of the Prospectus Supplement.

(b) Blue Sky Compliance.

The Company will qualify or register the Offering under the securities laws of applicable jurisdictions (United States and foreign) as

the Placement Agent and the Investors may reasonably request and will make such applications, file such documents, and furnish such information

as may be reasonably required for that purpose, provided the Company shall not be required to qualify as a foreign corporation or to file

a general consent to service of process in any jurisdiction where it is not now so qualified or required to file such a consent, and provided

further that the Company shall not be required to produce any new disclosure statement or take such action as is necessary for

the Offering to be made pursuant to an available exemption from qualification or registration in applicable jurisdictions. During the

Prospectus Delivery Period, the Company will, from time to time, prepare and file such statements, reports and other documents as are

or may be required to continue such qualifications in effect. During the Prospectus Delivery Period, the Company will advise the Placement

Agent promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Securities for offering,

sale or trading in any jurisdiction or any initiation or threat of any Proceeding for any such purpose, and in the event of the issuance

of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal

thereof at the earliest possible moment.

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

and regulations of the SEC thereunder, so as to permit the completion of the distribution of the Securities as contemplated in this Agreement,

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

with the distribution of Securities contemplated by the Incorporated Documents or any Prospectus (the “Prospectus Delivery Period”),

any event shall occur as a result of which, in the judgment of the Company or in the opinion of the Placement Agent or Placement Agent’s

Counsel, it becomes necessary to amend or supplement the Incorporated Documents or any Prospectus in order to make the statements therein,

in the light of the circumstances under which they were made, as the case may be, not misleading, or if it is necessary at any time to

amend or supplement the Incorporated Documents or any Prospectus or to file under the Exchange Act any Incorporated Document to comply

with any law, the Company will promptly prepare and file with the SEC, and furnish at its own expense to the Placement Agent and to dealers,

an appropriate amendment to the Registration Statement or supplement to the Registration Statement, the Incorporated Documents or any

Prospectus that is necessary in order to make the statements in the Incorporated Documents and any Prospectus as so amended or supplemented,

in the light of the circumstances under which they were made, as the case may be, not misleading, or so that the Registration Statement,

the Incorporated Documents or any Prospectus, as so amended or supplemented, will comply with law. Before amending the Registration Statement

or supplementing the Incorporated Documents or any Prospectus in connection with the Offering, the Company will furnish the Placement

Agent with a copy of such proposed amendment or supplement and will not file any such amendment or supplement to which the Placement Agent

reasonably objects.

(d) Copies of any

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

on the date hereof and ending on the Closing Date of the Offering, as many copies of any Prospectus or Prospectus supplement and any amendments

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

(e) Free Writing Prospectus.

The Company covenants that it will not, unless it obtains the prior written consent of the Placement Agent, make any offer relating to

the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “Free Writing Prospectus”

(as defined in Rule 405 of the Securities Act) required to be filed by the Company with the SEC or retained by the Company under Rule

433 of the Securities Act. In the event that the Placement Agent expressly consents in writing to any such Free Writing Prospectus (a

“Permitted Free Writing Prospectus”), the Company covenants that it shall (i) treat each Permitted Free Writing Prospectus

as an Issuer Free Writing Prospectus, and (ii) comply with the requirements of Rule 164 and 433 of the Securities Act applicable to such

Permitted Free Writing Prospectus, including in respect of timely filing with the SEC, legending and record keeping. Notwithstanding anything

herein to the contrary, in no event shall the Company make any offer or communication relating to the Offering which meets the definition

of a “Free Writing Prospectus” while the Company is an “ineligible issuer” (as such terms are defined in Rule

405 of the Securities Act) or otherwise in contravention of the Securities Act and the Rules and Regulations thereunder.

(f) Transfer Agent.

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

(g) Earnings Statement.

As soon as practicable and in accordance with applicable requirements under the Securities Act, but in any event not later than 12 months

after the Closing Date, the Company will make generally available to its security holders and to the Placement Agent an earnings statement,

covering a period of at least 12 consecutive months beginning after the Closing Date, that satisfies the provisions of Section 11(a) and

Rule 158 under the Securities Act.

(h) Periodic Reporting

Obligations. During the Prospectus Delivery Period, the Company will duly file, on a timely basis, with the SEC and the Trading Market

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

Act.

(i) Additional Documents. The

Company will enter into any subscription, purchase or other customary agreements as the Placement Agent or the Investors deem necessary

or appropriate to consummate the Closing in connection with the Offering, all of which will be in form and substance reasonably acceptable

to the Placement Agent and the Investors. The Company agrees that the Placement Agent may rely upon the representations and warranties,

and applicable covenants set forth in any Transaction Document including the Purchase Agreement entered into with Investors in connection

with the Offering.

(j) No Manipulation

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

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

(k) Acknowledgment.

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

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

written consent.

(l) Announcement of

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

with the Offering.

(m) Reliance on Others.

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

(n) Research Matters. By

entering into this Agreement, the Placement Agent provides no promise, either explicitly or implicitly, of favorable or continued research

coverage of the Company and the Company hereby acknowledges and agrees that the Placement Agent’s selection as the placement agent

for the Offering was in no way conditioned, explicitly or implicitly, on the Placement Agent’s providing favorable or any research

coverage of the Company. In accordance with FINRA Rule 2711(e), the parties acknowledge and agree that the Placement Agent has not directly

or indirectly offered favorable research, a specific rating or a specific price target, or threatened to change research, a rating or

a price target, to the Company or inducement for the receipt of business or compensation.

(q) Tail Fee.

(i) Tail Fee.

The Company and the Placement Agent agree that for a period of twelve (12) months from (i) the Closing Date of the Offering or (ii) if

the Closing does not occur, the termination of this Agreement by the Company other than for Cause, the Placement Agent shall be entitled

to compensation commensurate with those set forth under Section 1(a) (the “Tail Fee”), from the sale of any equity,

debt and/or equity derivative instruments (other than the exercise by any person or entity of any options, warrants or other convertible

securities) to any investor actually introduced by the Placement Agent to the Company, but unknown to the Company prior to such introduction,

as evidenced by a written list identifying such investors on the earlier of (i) the final closing date of the Offering and (ii) the Termination

Date, during the period between the date of this Agreement and the Closing of the Offering or the termination of this Agreement, as applicable

(each, a “Tail Financing”), and such Tail Financing is consummated at any time within the twelve (12) month period

from the Closing Date of the Offering or termination of this Agreement, as applicable.

(ii) Termination for

Cause. Notwithstanding anything herein to the contrary, in accordance with FINRA Rule 5110(g)(5)(B), this Section 4(q) and the Tail

Fee contemplated hereby may be terminated by the Company for “Cause”, which shall mean a material breach by the Placement

Agent of this Agreement or a material failure by the Placement Agent to provide the services as contemplated by this Agreement.

(r) Securities Laws

Disclosure; Publicity. The Company shall (i) issue a press release disclosing the material terms of the transactions contemplated

hereby at the date and time agreed upon by the Company and the Placement Agent, and (ii) file a Current Report on Form 8-K, including

the Transaction Documents as exhibits thereto, with the SEC within the time required by the Exchange Act. From and after the issuance

of such press release, the Company represents that it shall have publicly disclosed all material, non-public information delivered by

the Company or any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates or agents, in connection

with the transactions contemplated by the Transaction Documents. The Company and the Placement Agent shall consult with each other in

issuing any other press releases with respect to the transactions contemplated hereby.

(s) Right of First

Refusal. For a period of six (6) months from the closing date of the Placements, the Company grants the Placement Agent the right

to provide investment banking services to the Company on an exclusive basis in the matters below, for which investment banking services

are sought by the Company (such right, the “Right of First Refusal”), which right is exercisable in the Placement Agent’s

sole discretion. For these purposes, investment banking services shall include, (a) acting as lead or joint-lead manager for any underwritten

public offering; (b) acting as lead or joint book-runner and/or lead or joint placement agent, initial purchaser in connection with any

private offering of securities of the Company; and (c) acting as financial advisor in connection with any sale or other transfer by the

Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or

other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company,

and any merger or consolidation of the Company with another entity. Univest shall notify the Company of its intention to exercise the

Right of First Refusal within 15 business days following notice in writing by the Company. Any decision by the Placement Agent to act

in any such capacity shall be contained in separate agreements, which agreements would contain, among other matters, provisions for customary

fees for transactions of similar size and nature, as may be mutually agreed upon, and indemnification of the Placement Agent and shall

be subject to general market conditions. In compliance with FINRA Rule 5110(g)(6)(A), in no circumstances the Right of First Refusal shall

have a duration of more than three years from the commencement of sales of the public offering or the termination date of the engagement

between the Company and the Placement Agent. If the Placement Agent declines to exercise the Right of First Refusal, the Company shall

have the right to retain any other person or persons to provide such services on terms and conditions which are not more favorable to

such other person or persons than the terms declined by the Placement Agent. The Right of First Refusal granted hereunder may be terminated

by the Company for “Cause,” which shall mean a material breach by the Placement Agent of this Agreement or a material failure

by the Placement Agent to provide the services as contemplated by this Agreement. The services provided by the Placement Agent hereunder

are solely for the benefit of the Company and are not intended to confer any rights upon any persons or entities not a party hereto (including,

without limitation, securityholders, employees or creditors of the Company) as against the Placement Agent or its directors, officers,

agents and employees.

Section 5. Conditions of the Obligations of

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

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

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

to each of the following additional conditions:

(a) Reserved.

(b) Compliance with

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

Prospectus if any, shall have been duly filed with the SEC, as appropriate; no stop order suspending the effectiveness of the Registration

Statement or any part thereof shall have been issued and no Proceeding for that purpose shall have been initiated or threatened by the

SEC; no order preventing or suspending the use of any Prospectus shall have been issued and no Proceeding for that purpose shall have

been initiated or threatened by the SEC; no order having the effect of ceasing or suspending the distribution of the Securities or any

other securities of the Company shall have been issued by any securities commission, securities regulatory authority or stock exchange

and no Proceedings for that purpose shall have been instituted or shall be pending or, to the knowledge of the Company, contemplated by

any securities commission, securities regulatory authority or stock exchange; all requests for additional information on the part of the

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

and arrangements.

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

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

Placement Agent’s Counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have

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

(d) No Material Adverse

Change. Subsequent to the execution and delivery of this Agreement and prior to the Closing Date, in the Placement Agent’s reasonable

judgment after consultation with the Company, there shall not have occurred any material adverse change or development involving a prospective

material adverse change in the condition or the business activities, financial or otherwise, of the Company from the latest dates as of

which such condition is set forth in the Registration Statement and Prospectus (each, a “Material Adverse Change”).

(e) Opinions of Counsel

for the Company.

The Placement Agent

shall have received on the Closing Date the written opinion of [____], legal counsel to the Company, dated as of the Closing Date and

addressed to the Placement Agent, including, without limitation, a negative assurance letter addressed to the Placement Agent and, in

form and substance satisfactory to the Placement Agent.

(f) Officers’

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

and which may be relied upon by the Placement Agent, signed by the Chief Executive Officer and Chief Financial Officer of the Company,

in their respective capacities as such officers only, in a form satisfactory to the Placement Agent, to the effect that:

(i) The representations

and warranties of the Company in this Agreement are true and correct in all material respects (except such representations and warranties

which are qualified by materiality or by Material Adverse Effect, which shall be true and correct in all respects), as if made on and

as of the Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed

or satisfied at or prior to the Closing Date;

(ii) No stop order

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

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

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

securities regulatory authority or stock exchange in the United States and no Proceedings for that purpose have been instituted or are

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

in the United States;

(iii) When the Registration

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

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

contained all material information required to be included therein by the Securities Act and the Exchange Act and the applicable rules

and regulations of the SEC thereunder, as the case may be, and in all material respects conformed to the requirements of the Securities

Act and the Exchange Act and the applicable rules and regulations of the SEC thereunder, as the case may be, and the Registration Statement

and the Incorporated Documents, if any, and any Prospectus, did not and do not include any untrue statement of a material fact or omit

to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances

under which they were made, not misleading (provided, however, that the preceding representations and warranties contained in this paragraph

(iii) shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to

the Company by the Placement Agent expressly for use therein) and, since the effective date of the Registration Statement, there has occurred

no event required by the Securities Act and the rules and regulations of the SEC thereunder to be set forth in the Incorporated Documents

which has not been so set forth; and

(iv) Subsequent

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

there has not been: (i) any Material Adverse Change; (ii) any transaction that is material to the Company and the Subsidiaries taken as

a whole, except transactions entered into in the ordinary course of business; (iii) any obligation, direct or contingent, that is material

to the Company and the Subsidiaries taken as a whole, incurred by the Company or any Subsidiary, except obligations incurred in the ordinary

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

options or warrants) or outstanding indebtedness of the Company or any Subsidiary; (v) any dividend or distribution of any kind declared,

paid or made on the capital stock of the Company; or (vi) any loss or damage (whether or not insured) to the property of the Company or

any Subsidiary which has been sustained or will have been sustained which has a Material Adverse Effect.

(g) Chief Financial

Officer’s Certificate. The Placement Agent shall have received on the Closing Date, a certificate of the Company, dated as of

the Closing Date and which may be relied upon by the Placement Agent, signed by the Chief Financial Officer of the Company, with respect

to certain financial data contained in or incorporated by reference into the Registration Statement, in a form satisfactory to the Placement

Agent.

(h) Secretary’s

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

and which may be relied upon by the Placement Agent, signed by the Secretary of the Company, certifying, among others, (i) that each of

the Company’s Amended and Restated Certificate of Incorporation and Amendment No. 1 to Amended Bylaws, and all amendments thereto,

is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of

Directors relating to the Offering are in full force and effect and have not been modified; (iii) that each of the Company and its Subsidiaries

is in good standing under the laws of the jurisdiction of its incorporation or organization; (iv) as to the accuracy and completeness

of all correspondence between the Company or its counsel and the SEC; and (v) as to the incumbency of the officers of the Company, in

a form reasonably acceptable to the Placement Agent.

(i) Exchange Act Registration

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

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

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

Company have received any information suggesting that the SEC or the Trading Market is contemplating terminating such registration or

listing.

(j) Additional Documents.

On or before the Closing Date, the Placement Agent and Placement Agent’s Counsel shall have received such information and documents

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

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

or agreements, herein contained.

If any condition specified in

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

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

any party to any other party, except that Section 1(a), Section 1(b), Section 6 (Payment of Expenses), Section

7 (Indemnification and Contribution) and Section 8 (Representations and Indemnities to Survive Delivery) shall

at all times be effective and shall survive such termination.

Section 6. Payment of Fees and Expenses.

Subject to compliance with FINRA Rule 5110(f)(2)(D), 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) payment to the Placement Agent of its Cash Fee and non-accountable expense allowance, which shall not to exceed one percent

(1%) of the aggregate gross proceeds raised in this offering; (ii) all expenses incident to the issuance, delivery and qualification of

the Securities (including all printing and engraving costs); (iii) all fees and expenses of the registrar and transfer agent of the Common

Stock; (iv) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Securities; (v) all fees

and expenses of the Company’s counsel, registered independent public accounting firm and other advisors; (vi) all costs and expenses

incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial

statements, exhibits, schedules, consents and certificates of experts), the Prospectus and the Prospectus Supplement, if any, and all

amendments and supplements thereto, and this Agreement; (vii) 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 Securities for offer and sale under the state securities or blue sky laws or the securities laws of any other country;

(viii) the filing fees incident to the review and approval by FINRA of the Placement Agent’s participation in the offering and distribution

of the Securities; (ix) the fees and expenses associated with the Securities on the Trading Market; (x) all costs and expenses incident

to the travel and accommodation of the Company’s employees on the “roadshow,” if any; provided that, the aggregate of

the above mentioned feed and expenses shall not exceed $50,000.

Section 7. Indemnification and Contribution.

(a) The Company agrees to

indemnify and hold harmless the Placement Agent, its Affiliates and each Person controlling the Placement Agent, and the directors, officers,

agents and employees of the Placement Agent, their respective affiliates and each such controlling person (the Placement Agent, and each

such entity or person, an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments,

costs and other liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all

fees and expenses (including the reasonable fees and expenses of one counsel for all Indemnified Persons, except as otherwise expressly

provided herein) (collectively, the “Expenses”) as they are incurred by an Indemnified Person in investigating, preparing,

pursuing or defending any Proceedings, whether or not any Indemnified Person is a party thereto, (i) caused by, or arising out of or in

connection with, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Incorporated

Document, or any Prospectus or by any omission or alleged omission to state therein a material fact necessary to make the statements therein,

in light of the circumstances under which they were made, not misleading (other than untrue statements or alleged untrue statements in,

or omissions or alleged omissions from, information relating to an Indemnified Person furnished in writing by or on behalf of such Indemnified

Person expressly for use in the Registration Statement, any Incorporated Document, or any Prospectus) or (ii) otherwise arising out of

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

contemplated thereby or any Indemnified Person’s actions or inactions in connection with any such advice, services or transactions; provided, however,

that, in the case of clause (ii) only, the Company shall not be responsible for any Liabilities or Expenses of any Indemnified Person

that are finally judicially determined to have resulted solely from such Indemnified Person’s (x) gross negligence or willful misconduct

in connection with any of the advice, actions, inactions or services referred to above or (y) use of any offering materials or information

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

the Company and which use constitutes gross negligence or willful misconduct. The Company also agrees to reimburse each Indemnified Person

for all Expenses as they are incurred in connection with enforcing such Indemnified Person’s rights under this Agreement.

(b) Upon receipt by an Indemnified

Person of actual notice of an Proceeding against such Indemnified Person with respect to which indemnity may be sought under this Agreement,

such Indemnified Person shall promptly notify the Company in writing; provided that failure by any Indemnified Person so to notify the

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

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

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

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

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

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

(including any impeded parties) include such Indemnified Person and the Company, and such Indemnified Person shall have been advised in

the reasonable opinion of counsel that there is an actual conflict of interest that prevents the counsel selected by the Company from

representing both the Company (or another client of such counsel) and any Indemnified Person; provided that the Company shall not in such

event be responsible hereunder for the fees and expenses of more than one firm of separate counsel for all Indemnified Persons in connection

with any Proceeding or related Proceedings, in addition to any local counsel. The Company shall not be liable for any settlement of any

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

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

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

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

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

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

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

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

to the Liabilities and Expenses paid or payable by such Indemnified Person in such proportion as is appropriate to reflect (i) the relative

benefits to the Company, on the one hand, and to the Placement Agent and any other Indemnified Person, on the other hand, of the matters

contemplated by this Agreement or (ii) if the allocation provided by the immediately preceding clause is not permitted by applicable law,

not only such relative benefits but also the relative fault of the Company, on the one hand, and the Placement Agent and any other Indemnified

Person, on the other hand, in connection with the matters as to which such Liabilities or Expenses relate, as well as any other relevant

equitable considerations; provided that in no event shall the Company contribute less than the amount necessary to ensure that all Indemnified

Persons, in the aggregate, are not liable for any Liabilities and Expenses in excess of the amount of fees actually received by the Placement

Agent pursuant to this Agreement. For purposes of this paragraph, the relative benefits to the Company, on the one hand, and to the Placement

Agent on the other hand, of the matters contemplated by this Agreement shall be deemed to be in the same proportion as (a) the total value

paid or contemplated to be paid to or received or contemplated to be received by the Company in the transaction or transactions that are

within the scope of this Agreement, whether or not any such transaction is consummated, bears to (b) the fees paid to the Placement Agent

under this Agreement. Notwithstanding the above, no person guilty of fraudulent misrepresentation within the meaning of Section 11(f)

of the Securities Act, as amended, shall be entitled to contribution from a party who was not guilty of fraudulent misrepresentation.

(d) The Company also agrees

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

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

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

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

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

(e) The reimbursement, indemnity

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

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

with, this Agreement.

Section 8. Representations and Indemnities

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

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

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

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

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

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

in this Agreement.

Section 9. Notices. All communications

hereunder shall be in writing and shall be overnight, next business day delivery, hand delivered or e-mailed and confirmed to the parties

hereto as follows:

If to the Placement Agent to the address

set forth above, attention: Yi (Edric) Guo, Chief Executive Officer, e-mail: yguo@univest.us

If to the Company:

Singularity Future Technology Ltd.

48 Wall Street, Suite 1100

New York, NY 10005

Attn: Jia Yang, Chief Executive Officer

Email: [___]

With a copy (which shall not constitute

notice) to:

[___]

Attn: [___]

Email: [___]

Any party hereto may change

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

Section 10. Successors. This Agreement

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

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

any right or obligation hereunder.

Section 11. Partial Unenforceability. The

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

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

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

make it valid and enforceable.

Section 12. Governing Law Provisions; Exclusive

Jurisdiction. This Agreement and the transactions contemplated hereby shall be governed as to validity, interpretation, construction,

effect and in all other respects by the internal laws of the State of New York. Each of the Placement Agent and the Company: (i) agrees

that any legal suit, action or Proceeding arising out of or relating to this Agreement and/or the transactions contemplated hereby shall

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

of New York, (ii) waives any objection which it may have or hereafter to the venue of any such suit, action or Proceeding, and (iii) irrevocably

consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern

District of New York in any such suit, action or Proceeding. Each of the Placement Agent and the Company further agrees to accept and

acknowledge service of any and all process which may be served in any such suit, action or Proceeding in the New York Supreme Court, County

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

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

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

Agent’s address shall be deemed in every respect effective service process upon the Placement Agent, in any such suit, action or

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

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

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

Section 13. General Provisions.

(a) This Agreement constitutes

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

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

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

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

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

of the parties only and shall not affect the construction or interpretation of this Agreement. If any provision contained in this Agreement

is in conflict with, or inconsistent with, any provision in that certain Securities Purchase Agreement dated as of May 18, 2026 (the “Securities

Purchase Agreement”), by and between the Company and the purchasers listed on the signature page thereto, the terms of the Securities

Purchase Agreement shall govern and control.

(b) The Company acknowledges

that in connection with the Offering of the Securities: (i) the Placement Agent has acted at arm’s length, is not an agent of, and

owes no fiduciary duties to the Company or any other person, (ii) the Placement Agent owes the Company only those duties and obligations

set forth in this Agreement and (iii) the Placement Agent may have interests that differ from those of the Company. The Company waives

to the full extent permitted by applicable law any claims it may have against the Placement Agent arising from an alleged breach of fiduciary

duty in connection with the offering of the Securities.

[The remainder of this page has been intentionally

left blank.]

If the foregoing is in accordance

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

a binding agreement in accordance with its terms.

Singularity Future Technology Ltd.

By:

Name:

Jia Yang

Title:

Chief Executive Officer

Accepted and agreed to as of the date first written

above:

Univest Securities, LLC

By:

Name:

Edric Guo

Title:

Chief Executive Officer

EX-10.3 — FORM OF THE SECURITIES PURCHASE AGREEMENT, DATED AUGUST 20, 2026

EX-10.3

Filename: ea030320501ex10-3.htm · Sequence: 7

Exhibit 10.3

SECURITIES

PURCHASE AGREEMENT

This Securities Purchase Agreement

(this “Agreement”) is dated as of August 20, 2026, between Singularity Future Technology Ltd., a Virginia corporation

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

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

WHEREAS, subject to the terms

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

the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company,

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

WHEREAS, the Company and the

Purchaser previously entered into that certain Securities Purchase Agreement, dated as of August 18, 2026 (the “Prior Purchase Agreement”),

which provided for certain additional closings following the initial closing thereunder (the “Additional Closing Provision”),

and the parties hereto have agreed to terminate the Additional Closing Provision and any rights and obligations of the parties thereunder.

NOW, THEREFORE, IN CONSIDERATION

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

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

ARTICLE I.

DEFINITIONS

1.1

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

have the meanings set forth in this Section 1.1:

“Acquiring Person”

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

“Action”

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

“Affiliate”

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

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

“Board

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

“Business

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

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

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

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

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

open for use by customers on such day.

“Closing”

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

“Closing

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

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

obligations to deliver the Shares and Prefunded Warrants, 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, without par value, 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 Hunter Taubman Fischer & Li LLC.

“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.

“Evaluation

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

“Exchange

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

“Exempt

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

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

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

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

securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this

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

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

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

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

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

any registration statement in connection therewith during the prohibition period in Section 4.12(a) 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;

and (d) securities pursuant to that certain securities purchase agreement dated August 12, 2026 in connection with a private

placement to certain “non-U.S. Persons” as defined in Regulation S of the Securities Act.

“FCPA”

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

“GAAP”

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

“Indebtedness”

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

“Intellectual

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

“Liens”

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

“Material

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

“Material

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

“Per Share

Purchase Price” equals $3.20, 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, provided that the purchase price per Prefunded

Warrant shall be the Per Share Purchase Price minus $0.001.

“Person”

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

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

“Placement

Agent” means Univest Securities, LLC.

“Prefunded

Warrant” means, collectively, the Prefunded Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance

with Section 2.2(a) hereof, which Prefunded Warrants shall be exercisable immediately and shall expire when exercised in full, in the

form of Exhibit A attached hereto.

“Proceeding”

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

such as a deposition), whether commenced or threatened.

“Prospectus”

means the final prospectus filed for the Registration Statement.

“Prospectus

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

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

“Purchaser

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

“Registration

Statement” means the effective registration statement with Commission file No. 333-282006 which registers the sale of the Shares,

the Prefunded Warrants and the Warrant Shares to the Purchasers, and includes any Rule 462(b) Registration Statement.

“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.

“Rule 462(b)

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

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

pursuant to the Securities Act.

“SEC Reports”

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

“Securities”

means the Shares, the Prefunded Warrants and the Warrant 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 issued or issuable to each Purchaser pursuant to this Agreement.

“Short

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

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

“Subscription

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

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

dollars and in immediately available funds (minus, if applicable, a Purchaser’s aggregate exercise price of the Prefunded Warrants,

which amounts shall be paid as and when such Prefunded Warrants are exercised).

“Subsidiary”

means any subsidiary of the Company as set forth on Schedule 3.1(a), 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, the New York Stock

Exchange, the Pink Open Market, OTCQB or the OTCQX (or any successors to any of the foregoing).

“Transaction

Documents” means this Agreement, the Prefunded Warrants, all exhibits and schedules thereto and hereto and any other documents

or agreements executed in connection with the transactions contemplated hereunder.

“Transfer

Agent” means Transhare Corporation, the current transfer agent of the Company, with a mailing address of 17755 North US Highway

19 Suite 140, Clearwater, FL 33764 and an email address of jliu@transhare.com, and any successor transfer agent of the Company.

“Virginia

Counsel” means Dickinson Wright PLLC

“Variable

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

“Warrant

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

ARTICLE II.

PURCHASE AND SALE

Closing. On the Closing Date, upon the terms and

subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase,

up to an aggregate of $5,000,000 of Shares; provided, however, that, to the extent that a Purchaser determines, in its sole discretion,

that such Purchaser (together with such Purchaser’s Affiliates, and any Person acting as a group together with such Purchaser or

any of such Purchaser’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation, or as such Purchaser

may otherwise choose, in lieu of purchasing Shares such Purchaser may elect to purchase Prefunded Warrants in lieu of Shares in such manner

to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Beneficial Ownership Limitation”

shall be 4.99% (or, at the election of the Purchaser at Closing, 9.99%) of the number of shares of the Common Stock outstanding immediately

after giving effect to the issuance of the Shares and Prefunded Warrants on the Closing Date. 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 occur take place remotely by electronic transfer of the Closing documentation or

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

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

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

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

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

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

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

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

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

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

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

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

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

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

elects to effect any such sale, if any. Notwithstanding anything to the contrary herein and a Purchaser’s Subscription Amount set

forth on the signature pages attached hereto, the number of Shares purchased by a Purchaser (and its Affiliates) hereunder shall not,

when aggregated with all other shares of Common Stock owned by such Purchaser (and its Affiliates) at such time, result in such Purchaser

beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act) in excess of 9.9% of the then issued and outstanding

Common Stock outstanding at the Closing (the “Beneficial Ownership Maximum”), and such Purchaser’s Subscription Amount,

to the extent it would otherwise exceed the Beneficial Ownership Maximum immediately prior to the Closing, shall be conditioned upon the

issuance of Shares at the Closing to the other Purchasers signatory hereto. To the extent that a Purchaser’s beneficial ownership

of the Shares would otherwise be deemed to exceed the Beneficial Ownership Maximum, such Purchaser’s Subscription Amount shall automatically

be reduced as necessary in order to comply with this paragraph. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise