Form 8-K

8-K — AEye, Inc.

Accession: 0000947871-26-000868

Filed: 2026-09-15

Period: 2026-09-15

CIK: 0001818644

SIC: 3714 (MOTOR VEHICLE PARTS & ACCESSORIES)

Item: Entry into a Material Definitive Agreement

Item: Termination of a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — ss6825285_8k.htm (Primary)

EX-1.1 — AT MARKET ISSUANCE SALES AGREEMENT (ss6825285_ex0101.htm)

EX-5.1 — OPINION OF ALLEN OVERY SHEARMAN STERLING US LLP (ss6825285_ex0501.htm)

GRAPHIC (image_001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ss6825285_8k.htm · Sequence: 1

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0001818644

2026-09-15

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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):

September 15, 2026

AEYE, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39699

37-1827430

(State or other jurisdiction

(Commission File Number)

(IRS Employer Identification No.)

of incorporation)

4670 Willow Road, Suite 125, Pleasanton, California

94588

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area

code: (925) 400-4366

(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 obligations of the registrant under any of the following provisions:

☐ Written

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

☐ Soliciting

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

☐ Pre-commencement

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

☐ Pre-commencement

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

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

LIDR

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.

On September 15, 2026, AEye, Inc. (the “Company”)

entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with A.G.P./Alliance Global Partners (“A.G.P.”).

In accordance with the terms of the Sales Agreement, the Company may offer and sell from time to time through A.G.P., acting as sales

agent, the Company’s common stock having an aggregate offering price of up to $50,000,000 (the “Placement Shares”). The

Placement Shares will be issued pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-296038). The

Company filed a prospectus supplement dated September 15, 2026, with the Securities and Exchange Commission in connection with the offer

and sale of the Placement Shares.

The Company intends to use the net proceeds

from the sale of the Placement Shares to fund working capital and general corporate purposes to support its future growth, which may include

research and development, expansion of its commercial and business development activities, including in the aerospace and defense and

infrastructure markets, capital expenditures, and general and administrative expenses.

Under the terms and subject to the conditions

of the Sales Agreement, the Company will set the parameters for the sale of shares, including the number or dollar amount of Placement

Shares to be issued, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement

Shares that may be sold in any one trading day and any minimum price below which sales may not be made. Sales of Placement Shares, if

any, will be made by any method permitted by law deemed to be an “at-the-market offering” as defined in Rule 415 promulgated

under the Securities Act of 1933, as amended, including sales made directly on or through The Nasdaq Capital Market, the trading market

for the Company’s common stock, sales made to or through a market maker other than on an exchange or otherwise, in negotiated transactions

at market prices, and/or any other method permitted by law. The Company is under no obligation to sell any Placement Shares under the Sales Agreement and may at any time suspend

offers and sales of Placement Shares under the Sales Agreement.

The Company will pay A.G.P. a cash commission

rate up to 3.0% of the gross proceeds from the sale of Placement Shares sold pursuant to the Sales Agreement. The Company will also reimburse

A.G.P. for certain specified expenses in connection with this offering, including reasonable out-of-pocket costs and expenses, including

legal fees and related expenses, in an amount not to exceed (a) $50,000 in connection with the execution and implementation of the Sales

Agreement and (b) up to $5,000 per due diligence update session thereafter pursuant to the terms of the Sales Agreement, not to exceed

$15,000 per fiscal year, in connection with any periodic due diligence review conducted by A.G.P. or its representatives in connection

with the offering. In connection with the offering, Craig-Hallum Capital Group LLC (“Craig-Hallum”) is acting as a

financial advisor, for which the Company will pay Craig-Hallum advisory fees up to 1.0% of the gross proceeds from each sale of Placement

Shares pursuant to the Sales Agreement.

The offering of the Placement Shares pursuant

to the Sales Agreement will terminate upon the earliest of (i) the 36-month anniversary of the filing of the prospectus supplement registering

the Placement Shares, (ii) the sale of all of the Placement Shares, or (iii) termination of the Sales Agreement as provided therein. The

Company and A.G.P. may each terminate the Sales Agreement at any time upon 30 days’ prior notice.

The foregoing description of the Sales Agreement is

qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is attached hereto as Exhibit 1.1, and

is incorporated herein in its entirety by reference. The representations, warranties, and covenants contained in the Sales Agreement are

made only for purposes of such agreement and as of the specific date, are solely for the benefit of the parties to such agreement and

may be subject to limitations agreed upon by the contracting parties. The legal opinion relating to the Placement Shares is filed as Exhibit

5.1 hereto.

This Current Report on Form 8-K shall not constitute

an offer to sell or a solicitation of an offer to buy any shares of common stock 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 other jurisdiction.

Item 1.02. Termination of a Material Definitive Agreement.

On September 15, 2026, in connection with its

entry into the Sales Agreement described in Item 1.01 above, the Company and A.G.P. mutually agreed to terminate, effective upon the execution

of the Sales Agreement, the At Market Issuance Sales Agreement, dated September 12, 2024, between the Company and A.G.P., as amended (the

“Prior Sales Agreement”), pursuant to which the Company was entitled to offer and sell shares of its common stock from time

to time through A.G.P., acting as sales agent. The Company did not incur any early termination penalties in connection with the termination

of the Prior Sales Agreement.

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits.

Exhibit Number Description

1.1 At Market Issuance Sales Agreement by and between AEye, Inc. and A.G.P./Alliance Global Partners, dated September 15, 2026.

5.1 Opinion of Allen Overy Shearman Sterling US LLP.

23.1 Consent of Allen Overy Shearman Sterling US LLP (included in Exhibit 5.1).

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities

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

AEye, Inc.

Dated: September 15, 2026

By:

/s/ Siraj Husain

Name:

Siraj Husain

Title:

Vice President, General Counsel and Corporate Secretary

EX-1.1 — AT MARKET ISSUANCE SALES AGREEMENT

EX-1.1

Filename: ss6825285_ex0101.htm · Sequence: 2

Exhibit 1.1

AEYE, INC.

Common Stock

(par value $0.0001 per share)

At Market Issuance Sales Agreement

September 15, 2026

A.G.P./Alliance Global Partners

590 Madison Avenue, 28th Floor

New York, NY 10022

Ladies and Gentlemen:

AEye, Inc., a Delaware

corporation (the “Company”), confirms its agreement (this “Agreement”) with A.G.P./Alliance Global

Partners (“A.G.P.”) as follows:

1. Issuance and Sale of Shares. The

Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein,

it may issue and sell through A.G.P., shares (the “Placement Shares”) of the Company’s common stock, par value

$0.0001 per share (the “Common Stock”); provided however, that in no event shall the Company issue or sell through

A.G.P. such number or dollar amount of Placement Shares that would (a) exceed the number or dollar amount of shares of Common Stock registered

on the Prospectus Supplement (as defined below) pursuant to which the offering is being made or (b), when issued, exceed the total amount

of authorized shares of Common Stock (accounting for the number of shares of Common Stock issuable upon exercise, conversion or exchange

of any outstanding securities of the Company or otherwise reserved from the Company’s authorized capital stock) (the least of (a)

and (b), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree

that compliance with the limitations set forth in this Section 1 on the number or aggregate sales price of Placement Shares issued

and sold under this Agreement shall be the sole responsibility of the Company and that A.G.P. shall have no obligation in connection with

such compliance. The issuance and sale of Placement Shares through A.G.P. will be effected pursuant to the Registration Statement (as

defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue

any Placement Shares.

The Company has filed,

in accordance with the provisions of the Securities Act of 1933, as amended and the rules and regulations thereunder (the “Securities

Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3,

as amended (File No. 333-296038), including a base prospectus, relating to certain securities including the Placement Shares to be issued

from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance

with the provisions of the Securities Exchange Act of 1934, as amended and the rules and regulations thereunder (the “Exchange

Act”).

The Company has prepared a prospectus

supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the

“Prospectus Supplement”). The Company will furnish to A.G.P., for use by A.G.P., copies of the base prospectus

included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares.

Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all

documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as

defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of

such registration statement pursuant to Rule 430B of the Securities Act, is herein called the “Registration

Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the

extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by

Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement,

in the form in which such base

prospectus and/or Prospectus Supplement

have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called

the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or

supplement thereto shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein,

and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the

Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any

document with the Commission incorporated or deemed incorporated by reference therein (the “Incorporated

Documents”).

For purposes of this Agreement,

all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the

most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable,

the Interactive Data Electronic Application system when used by the Commission (collectively, “EDGAR”). The Company’s

obligations under this Agreement to furnish, provide, deliver or make available (and all other references of like import) copies of any

report or statement shall be deemed satisfied if the same is filed with the Commission through EDGAR.

2. Placements. Each time that the Company

wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify A.G.P. by email notice (or

other method mutually agreed to in writing by the parties hereto) of the number or dollar amount of Placement Shares to be issued, the

time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be

sold in any one Trading Day (as defined below) and any minimum price below which sales may not be made (a “Placement Notice”),

the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company

set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed

to each of the individuals from A.G.P. set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The

Placement Notice shall be effective immediately upon receipt by A.G.P. unless and until (i) in accordance with the notice requirements

set forth in Section 4, A.G.P. declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the

entire amount of the Placement Shares thereunder has been sold, (iii) the Company suspends or terminates the Placement Notice, which suspension

and termination rights may be exercised by the Company in its sole discretion, (iv) the Company issues a subsequent Placement Notice with

parameters superseding those on the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of

Section 13.

The amount of any discount, commission or other

compensation to be paid by the Company to A.G.P. in connection with the sale of the Placement Shares shall be calculated in accordance

with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor A.G.P. will have any

obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to

A.G.P. and A.G.P. does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified

therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement

Notice, the terms of the Placement Notice will control.

3. Sale of Placement Shares by A.G.P.

Subject to the terms and conditions of this Agreement, for the period specified in a Placement Notice, A.G.P. will use its commercially

reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations

and the rules of The NASDAQ Capital Market (the “Exchange”), to sell the Placement Shares up to the amount specified

in, and otherwise in accordance with the terms of, such Placement Notice. A.G.P. will provide written confirmation to the Company no later

than the opening of the Trading Day immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting

forth the number of Placement Shares sold on such Trading Day, the volume weighted average price of the Placement Shares sold, the compensation

payable by the Company to A.G.P. pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable

to the Company, with an itemization of the deductions made by A.G.P. (as set forth in Section 5.b)) from the gross proceeds that

it receives from such sales. Subject to the terms of a Placement Notice, A.G.P. may sell Placement Shares by any method permitted by law

deemed to be an “at the market offering” as defined in Rule 415 of the Securities Act, including without limitation sales

made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. “Trading

Day” means any day on which shares of Common Stock are purchased and sold on the Exchange.

4. Suspension of Sales. The Company

or A.G.P. may, upon notice to the other party in writing (including by email correspondence to each of the individuals of the other party

set forth on Schedule 3, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice

is sent, other than via auto-reply) or by telephone (confirmed immediately by verifiable facsimile transmission or email correspondence

to each of the individuals of the other party set forth on Schedule 3), suspend any sale of Placement Shares (a “Suspension”);

provided, however, that such suspension shall not affect or impair any party’s obligations with respect to any Placement

Shares sold hereunder prior to the receipt of such notice. While a Suspension is in effect, any obligation under Sections 7.l),

7.m), and 7.n) with respect to the delivery of certificates, opinions, or comfort letters to A.G.P., shall be waived. Each

of the parties hereto agrees that no such notice under this Section 4 shall be effective against any other party unless it is

made to one of the individuals named on Schedule 3 hereto, as such Schedule may be amended from time to time, and acknowledged

or confirmed, as applicable, in accordance with the first sentence of this Section 4.

5. Sale and Delivery to A.G.P.; Settlement.

a. Sale of Placement

Shares. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth,

unless A.G.P. declines to accept the terms of a Placement Notice, and unless the sale of the Placement Shares described therein has been

declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, A.G.P., for the period specified in the Placement

Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal

laws, rules and regulations and the rules of the Exchange to sell such Placement Shares up to the amount specified in, and otherwise in

accordance with the terms of, such Placement Notice. The Company acknowledges and agrees that (i) there can be no assurance that A.G.P.

will be successful in selling Placement Shares, (ii) A.G.P. will incur no liability or obligation to the Company or any other person or

entity if it does not sell Placement Shares for any reason other than a failure by A.G.P. to use its commercially reasonable efforts consistent

with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Exchange

to sell such Placement Shares as required under this Agreement and (iii) A.G.P. shall be under no obligation to purchase Placement Shares

on a principal basis pursuant to this Agreement, except as otherwise agreed in writing by A.G.P. and the Company.

b. Settlement of Placement

Shares. Unless otherwise specified in the applicable Placement Notice, settlement for sales of Placement Shares will occur on the

first (1st) Trading Day (or such earlier day as is industry practice for regular-way trading) following the date on which such sales are

made (each, a “Settlement Date”). A.G.P. shall notify the Company of each sale of Placement Shares no later than the

opening of the Trading Day immediately following the Trading Day that A.G.P. sold Placement Shares. The amount of proceeds to be delivered

to the Company on a Settlement Date against receipt of the Placement Shares sold (the “Net Proceeds”) will be equal

to the aggregate sales price received by A.G.P. for such Placement Shares, after deduction for (i) A.G.P.’s commission, discount

or other compensation for such sales payable by the Company pursuant to Section 2 hereof, (ii) any other amounts due and payable

by the Company to A.G.P. hereunder pursuant to Section 9 hereof and (iii) any transaction fees, trading expenses or execution fees

imposed by any clearing organization or any governmental or self-regulatory organization or any other fees incurred by A.G.P. in respect

of such sales that are paid by A.G.P.

c. Delivery of Placement

Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement

Shares being sold by crediting A.G.P.’s or its designee’s account (provided, A.G.P. shall have given the Company written notice

of such designee and such designee’s account information at least one Trading Day prior to the Settlement Date) at The Depository

Trust Company through its Deposit and Withdrawal at Custodian System (“DWAC”) or by such other means of delivery as

may be mutually agreed upon by the parties hereto which in all cases shall be freely tradable, transferable, registered shares in good

deliverable form. On each Settlement Date, A.G.P. will deliver the related Net Proceeds in same day funds to an account designated by

the Company on, or prior to, the Settlement Date. A.G.P. will be responsible for providing DWAC instructions for delivery by other means

with regard to the Placement Shares being sold. The Company agrees that if the Company, or its transfer agent (if applicable), defaults

in its obligation to deliver Placement Shares on a Settlement Date through no fault of A.G.P., then in addition to and in no way limiting

the rights and obligations set forth in Section 11.a) hereto, it will (i) hold A.G.P. harmless against any loss, claim, damage,

or reasonable, documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection

with such default by the Company or its transfer agent (if applicable) and (ii) pay to A.G.P. (without duplication) any commission, discount,

or other compensation to which it would otherwise have been entitled absent such default.

d. Limitations on Offering

Size. Under no circumstances shall the Company cause or request the offer or sale of any Placement Shares if, after giving effect

to the sale of such Placement Shares, the aggregate gross sales proceeds of such Placement Shares would exceed the least of (A) together

with all sales of Placement Shares under this Agreement, the Maximum Amount, (B) the amount remaining available for offer and sale under

the Registration Statement and (C) together with all sales of Placement Shares under this Agreement, the amount authorized from time to

time to be issued and sold under this Agreement by the Company’s board of directors, a duly authorized committee thereof or a duly

authorized executive officer, and notified to A.G.P. in writing. Under no circumstances shall the Company cause or request the offer or

sale of any Placement Shares pursuant to this Agreement at a price lower than any minimum price authorized from time to time by the Company’s

board of directors, a duly authorized committee thereof or a duly authorized executive officer, and notified to A.G.P. in writing.

6. Representations and Warranties of the

Company. Except as disclosed in the SEC Documents, the Company represents and warrants to, and agrees with A.G.P. that as of the date

of this Agreement and as of each Applicable Time (as defined below), unless such representation, warranty or agreement specifies a different

date or time:

a. Registration Statement

and Prospectus. The transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use

of Form S-3 under the Securities Act. The Registration Statement has been filed with the Commission and has been declared effective under

the Securities Act. The Prospectus Supplement will name A.G.P. as the agent in the section entitled “Plan of Distribution.”

The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement,

or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated

hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations,

contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits

to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and

any such amendments or supplements and all Incorporated Documents that were filed with the Commission on or prior to the date of this

Agreement have been delivered, or are available through EDGAR, to A.G.P. and its counsel. The Company has not distributed and, prior to

the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering

material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and

any Issuer Free Writing Prospectus (as defined below) to which A.G.P. has consented in writing, such consent not to be unreasonably withheld,

conditioned or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Stock

is currently listed on the Exchange under the trading symbol “LIDR.” The Company has not, in the twelve (12) months

preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the listing or maintenance

requirements of the Exchange. To the Company’s Knowledge, it is in compliance with all such listing and maintenance requirements

of the Exchange.

b. No Misstatement or

Omission. At each Settlement Date, the Registration Statement and the Prospectus, as of such date, will conform in all material respects

with the requirements of the Securities Act. The Registration Statement, when it became or becomes effective, did not, and will not, contain

an 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 Prospectus and any amendment and supplement thereto, on the date thereof and at each Applicable Time (defined

below), did not or will not include an untrue statement of a material fact or omit to state a material fact necessary to make the statements

therein, in light of the circumstances under which they were made, not misleading. The Incorporated Documents did not, and any further

Incorporated Documents will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a material

fact required to be stated in such document or necessary to make the statements in such document, in light of the circumstances under

which they were made, not misleading. The foregoing shall not apply to, and the Company neither makes nor shall make any representation

or warranty in respect of, statements in, or omissions from, any such document made in reliance upon, and in conformity with, information

furnished in writing to the Company by A.G.P. specifically for use in the preparation thereof.

c. Conformity with Securities

Act and Exchange Act. The Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or any amendment or supplement

thereto, and the Incorporated Documents, when such documents were or are filed with the Commission under the Securities Act or the Exchange

Act or became or become effective under the Securities Act, as the case may be, conformed or will conform in all material respects with

the requirements of the Securities Act and the Exchange Act, as applicable.

d. Financial Information.

The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement and the Prospectus,

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

and the Subsidiaries (as defined below) as of the dates indicated and the consolidated results of operations, cash flows and changes in

stockholders’ equity of the Company for the periods specified (subject, in the case of unaudited financial statements, to normal

year-end audit adjustments which will not be material, either individually or in the aggregate) and have been prepared in compliance with

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

principles in the United States (“GAAP”) applied on a consistent basis (except (i) as may be noted therein, (ii) in

the case of unaudited financial statements, to the extent they may exclude footnotes or may be condensed or summary statements and (iii)

for such adjustments which will not be material, either individually or in the aggregate) during the periods involved; the other financial

and statistical data with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement

and the Prospectus, are accurately and fairly presented and prepared on a basis consistent with the financial statements and books and

records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by

reference in the Registration Statement, or the Prospectus that are not included or incorporated by reference as required; the Company

and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations),

not described in the Registration Statement (including the exhibits thereto and Incorporated Documents), and the Prospectus which are

required to be described in the Registration Statement or Prospectus (including the exhibits thereto and Incorporated Documents); and

all disclosures contained or incorporated by reference in the Registration Statement and the Prospectus, if any, regarding “non-GAAP

financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with

Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.

e. Conformity with EDGAR

Filing. The Prospectus delivered to A.G.P. for use in connection with the sale of the Placement Shares pursuant to this Agreement

will be identical to the versions of the Prospectus created to be transmitted to the Commission for filing via EDGAR, except to the extent

permitted by Regulation S-T.

f. Organization.

Other than as specified in Schedule 4 hereto, the Company and any subsidiary of the Company that is a significant subsidiary (as

such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (each, a “Subsidiary,” collectively,

the “Subsidiaries”), are duly organized, validly existing as a corporation and in good standing under the laws of their

respective jurisdictions of organization. The Company and the Subsidiaries are duly licensed or qualified as a foreign corporation for

transaction of business and in good standing under the laws of each other jurisdiction in which their respective ownership or lease of

property or the conduct of their respective businesses requires such license or qualification, and have all corporate power and authority

necessary to own or hold their respective properties and to conduct their respective businesses as described in the Registration Statement

and the Prospectus, except where the failure to be so qualified or in good standing or have such power or authority would not, individually

or in the aggregate, have a material adverse effect on the assets, business, operations, earnings, properties, condition (financial or

otherwise), prospects, stockholders’ equity or results of operations of the Company and the Subsidiaries taken as a whole, or prevent

the consummation of the transactions contemplated hereby (a “Material Adverse Effect”).

g. Subsidiaries.

As of the date hereof, the only Subsidiaries of the Company are set forth on Exhibit 21.1 to the Company’s most recent Annual Report

on Form 10-K filed with the Commission. The Company owns directly or indirectly, all of the equity interests of the Subsidiaries free

and clear of any lien, charge, security interest, encumbrance, right of first refusal or other restriction, and all the equity interests

of the Subsidiaries are validly issued and are fully paid, nonassessable and free of any preemptive rights, rights of first refusal or

similar rights.

h. No Violation or Default.

Other than as specified in Schedule 4 hereto, neither the Company nor any Subsidiary is: (i) in violation of its charter or by-laws

or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute

such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of

trust, loan agreement or other agreement or instrument to which the Company or any Subsidiary is a party or by which the Company or any

Subsidiary is bound or to which any of the property or assets of the Company or any Subsidiary is subject; or (iii) in violation of any

law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority having jurisdiction

over the Company or any Subsidiary, except, in the case of each of clauses (ii) and (iii) above, for any such violation or default that

would not, individually or in the aggregate, have a Material Adverse Effect. To the Company’s Knowledge, no other party under any

material contract or other agreement to which it or any Subsidiary is a party is in default in any respect thereunder where such default

would have a Material Adverse Effect.

i. No Material Adverse

Effect. Since the date of the most recent financial statements of the Company included or incorporated by reference in the Registration

Statement and Prospectus, there has not been (i) any Material Adverse Effect, or any development that the Company reasonably expects would

result in a Material Adverse Effect, (ii) any transaction which is material to the Company and the Subsidiaries taken as a whole which

is required to be disclosed under federal securities laws, (iii) any obligation or liability, direct or contingent (including any off-balance

sheet obligations), incurred by the Company or any of the Subsidiaries, which is material to the Company and the Subsidiaries taken as

a whole, (iv) any material change in the capital stock (other than (A) the grant of additional options or awards under the Company’s

existing equity incentive plans, (B) changes in the number of outstanding shares of Common Stock due to the issuance of shares upon the

exercise, vesting or conversion of securities exercisable for, or convertible into, Common Stock outstanding on the date hereof, (C) as

a result of execution of this Agreement or the issuance of Placement Shares, (D) any repurchases of capital stock of the Company, (E)

as described in a proxy statement filed on Schedule 14A or a Registration Statement on Form S-4, or (F) otherwise publicly announced)

or outstanding long-term indebtedness of the Company or any of the Subsidiaries or (v) any dividend or distribution of any kind declared,

paid or made on the capital stock of the Company or any Subsidiary, other than in each case above in the ordinary course of business or

as otherwise disclosed in the Registration Statement or Prospectus (including any Incorporated Document).

j. Capitalization.

The issued and outstanding shares of capital stock of the Company have been validly issued, are fully paid and non-assessable and, other

than as disclosed in the Registration Statement or the Prospectus, are not subject to any preemptive rights, rights of first refusal or

similar rights. The Company has an authorized, issued and outstanding capitalization as set forth in the Registration Statement and the

Prospectus as of the dates referred to therein (other than (i) the grant of additional options or awards under the Company’s existing

equity incentive plans, (ii) changes in the number of outstanding shares of Common Stock due to the issuance of shares upon the exercise,

vesting or conversion of securities exercisable for, or convertible into, Common Stock outstanding on the date hereof, (iii) as a result

of the issuance of Placement Shares, or (iv) any repurchases of capital stock of the Company) and such authorized capital stock conforms

to the description thereof set forth in the Registration Statement and the Prospectus. The description of the Common Stock in the Registration

Statement and the Prospectus is complete and accurate in all material respects. Other than as set forth or described in or contemplated

by the Registration Statement or the Prospectus, as of the dates referred to therein, the Company did not have outstanding any options

to purchase, or any rights or warrants to subscribe for, or any securities or obligations convertible into, or exchangeable for, or any

contracts or commitments to issue or sell, any shares of capital stock or other securities.

k. S-3 Eligibility.

(i) At the time of filing the Registration Statement and (ii) at the time of the most recent amendment thereto for the purposes of complying

with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant

to Section 13 or 15(d) of the Exchange Act or form of prospectus), the Company met the then applicable requirements for use of Form S-3

under the Securities Act. The Company is not a shell company (as defined in Rule 405 under the Securities Act) and has not been a shell

company for at least twelve (12) calendar months previously and if it has been a shell company at any time previously, has filed current

Form 10 information (as defined in General Instruction I.B.6 of Form S-3) with the Commission at least twelve (12) calendar months previously

reflecting its status as an entity that is not a shell company.

l. Authorization; Enforceability.

The Company has full corporate power and authority to enter into this Agreement and perform the transactions contemplated hereby. This

Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company enforceable

against the Company in accordance with its terms, except to the extent that (i) enforceability may be limited by bankruptcy, insolvency,

reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles and (ii) the

indemnification and contribution provisions of Section 11 hereof may be limited by federal or state securities laws and public

policy considerations in respect thereof.

m. Authorization of

Placement Shares. The Placement Shares, when issued and delivered pursuant to the terms approved by the board of directors of the

Company or a duly authorized committee thereof, or a duly authorized executive officer, against payment therefor as provided herein, will

be duly and validly authorized and issued and fully paid and nonassessable, free and clear of any pledge, lien, encumbrance, security

interest or other claim (other than any pledge, lien, encumbrance, security interest or other claim arising from an act or omission of

A.G.P. or a purchaser), including any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar

rights, and will be registered pursuant to Section 12 of the Exchange Act. The Placement Shares, when issued, will conform in all material

respects to the description thereof set forth in or incorporated or deemed incorporated into the Prospectus.

n. No Consents Required.

No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or any governmental or regulatory

authority having jurisdiction over the Company is required for the execution, delivery and performance by the Company of this Agreement,

and the issuance and sale by the Company of the Placement Shares as contemplated hereby, except for such consents, approvals, authorizations,

orders and registrations or qualifications (i) as may be required under applicable state securities laws or by the by-laws and rules of

the Financial Industry Regulatory Authority, Inc. (“FINRA”) or the Exchange, including any notices that may be required

by the Exchange, in connection with the sale of the Placement Shares by A.G.P., (ii) as may be required under the Securities Act and (iii)

as have been previously obtained by the Company.

o. No Preferential Rights.

(i) No person, as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act (each, a “Person”),

has the right, contractual or otherwise, to cause the Company to issue or sell to such Person any Common Stock or shares of any other

capital stock or other securities of the Company (other than upon the exercise of options or warrants to purchase Common Stock, upon the

exercise of options or stock awards that may be granted from time to time under the Company’s equity incentive plans or upon the

conversion of convertible securities of the Company), (ii) no Person has any preemptive rights, rights of first refusal, or any other

rights (whether pursuant to a “poison pill” provision or otherwise) to purchase any shares of Common Stock or shares of any

other capital stock or other securities of the Company from the Company which have not been duly waived with respect to the offering contemplated

hereby, (iii) no Person has the right to act as an underwriter or sales agent to the Company in connection with the offer and sale of

the Placement Shares, and (iv) no Person has the right, contractual or otherwise, to require the Company to register under the Securities

Act any shares of Common Stock or shares of any other capital stock or other securities of the Company, or to include any such shares

or other securities in the Registration Statement or the offering contemplated thereby, whether as a result of the filing or effectiveness

of the Registration Statement or the sale of the Placement Shares as contemplated thereby or otherwise, except in each case for such rights

as have been duly waived or satisfied on or prior to the date hereof.

p. Independent Public

Accountant. KPMG LLP (the “Accountant”), whose report on the consolidated financial statements of the Company is

filed with the Commission as part of the Company’s most recent Annual Report on Form 10-K filed with the Commission and incorporated

into the Registration Statement, are and, during the periods covered by their report, were independent public accountants within the meaning

of the Securities Act and the Public Company Accounting Oversight Board (United States). To the Company’s Knowledge, the Accountant

is not in violation of the auditor independence requirements of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”)

with respect to the Company.

q. Enforceability of

Agreements. To the Company’s Knowledge, all agreements between the Company and third parties expressly referenced in the Prospectus,

other than such agreements that have expired by their terms or whose termination is disclosed in documents filed by the Company on EDGAR,

are valid and binding obligations of the Company, enforceable in accordance with their respective terms, except (i) to the extent that

(A) enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights

generally and by general equitable principles and (B) the indemnification provisions of certain agreements may be limited by federal or

state securities laws or public policy considerations in respect thereof and (ii) for any unenforceability that, individually or in the

aggregate, would not have a Material Adverse Effect.

r. No Litigation.

There are no legal, governmental or regulatory actions, suits or proceedings pending, nor, to the Company’s Knowledge, any legal,

governmental or regulatory investigations, to which the Company or a Subsidiary is a party or to which any property of the Company or

any Subsidiary is the subject that, individually or in the aggregate, if determined adversely to the Company or any Subsidiary, would

have a Material Adverse Effect or materially and adversely affect the ability of the Company to perform its obligations under this Agreement;

to the Company’s Knowledge, no such actions, suits or proceedings are threatened or contemplated by any governmental or regulatory

authority or threatened by others that, individually or in the aggregate, if determined adversely to the Company or any Subsidiary, would

have a Material Adverse Effect; and there are no current or pending legal, governmental or regulatory actions, suits, proceedings or,

to the Company’s Knowledge, investigations that are required under the Securities Act to be described in the Prospectus that are

not described in the Prospectus (including any Incorporated Document). The Company and the Subsidiaries are in compliance with all applicable

federal, state, local and foreign laws, regulations, orders and decrees governing their business, except where noncompliance would not,

singularly or in the aggregate, would have a Material Adverse Effect.

s. Licenses and Permits.

Except as disclosed in the Registration Statement or Prospectus (including the Incorporated Documents), the Company and its Subsidiaries

possess and have obtained all licenses, certificates, consents, orders, approvals, permits and other authorizations issued by, and have

made all declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities that are

necessary for the ownership or lease of their respective properties or the conduct of their respective businesses as described in the

Registration Statement and the Prospectus (the “Permits”), except where the failure to possess, obtain or make the

same would not, individually or in the aggregate, would have a Material Adverse Effect. The Company and its Subsidiaries have not received

written notice of any proceeding relating to revocation or modification of any such Permit or has any reason to believe that such Permit

will not be renewed in the ordinary course, except where the failure to obtain any such renewal would not, individually or in the aggregate,

have a Material Adverse Effect.

t. No Material Defaults.

Neither the Company nor any Subsidiary has defaulted on any installment on indebtedness for borrowed money or on any rental on one or

more long-term leases, which defaults, individually or in the aggregate, would have a Material Adverse Effect. The Company has not filed

a report pursuant to Section 13(a) or 15(d) of the Exchange Act since the filing of its last Annual Report on Form 10-K, indicating that

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

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

have a Material Adverse Effect.

u. Certain Market Activities.

Neither the Company, nor any Subsidiary, nor, to the Knowledge of the Company, any of their respective directors, officers or controlling

persons has taken, directly or indirectly, any action designed, or that has constituted or would reasonably be expected to cause or result

in, under the Exchange Act or otherwise, the stabilization or manipulation of the price of any security of the Company to facilitate the

sale or resale of the Placement Shares.

v. Broker/Dealer Relationships.

Neither the Company nor any Subsidiary or any related entities (i) is required to register as a “broker” or “dealer”

in accordance with the provisions of the Exchange Act or (ii) directly or indirectly through one or more intermediaries, controls or is

a “person associated with a member” or “associated person of a member” (within the meaning set forth in the FINRA

Manual).

w. No Reliance.

The Company has not relied upon A.G.P. or legal counsel for A.G.P. for any legal, tax or accounting advice in connection with the offering

and sale of the Placement Shares.

x. Taxes. The Company

and the Subsidiaries have filed all federal, state, local and foreign tax returns which have been required to be filed and paid all taxes

shown thereon through the date hereof, to the extent that such taxes have become due and are not being contested in good faith, except

where the failure to do so would not have a Material Adverse Effect. Except as otherwise disclosed in or contemplated by the Registration

Statement or the Prospectus, no tax deficiency has been determined adversely to the Company or any Subsidiary which has had, or would

have, individually or in the aggregate, a Material Adverse Effect. The Company has no Knowledge of any federal, state or other governmental

tax deficiency, penalty or assessment which has been asserted or threatened against it which would have a Material Adverse Effect.

y. Title to Real and

Personal Property. The Company and the Subsidiaries have good and valid title to all items of real property and good and valid title

to all personal property described in the Registration Statement or Prospectus as being owned by them that are material to the businesses

of the Company or such Subsidiary, in each case free and clear of all liens, encumbrances and claims, except those that (i) do not materially

interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries or (ii) would not, individually

or in the aggregate, have a Material Adverse Effect. Any real property described in the Registration Statement or Prospectus as being

leased by the Company and the Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not

materially interfere with the use made or proposed to be made of such property by the Company or the Subsidiaries or (B) would not, individually

or in the aggregate, have a Material Adverse Effect.

z. Intellectual Property.

The Company and the Subsidiaries own or possess, or can acquire, adequate rights to use all patents, patent applications, trademarks (both

registered and unregistered), trade names, trademark registrations, service marks, service mark registrations, Internet domain name registrations,

copyrights, copyright registrations, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary

or confidential information, systems or procedures) (collectively, “Intellectual Property”), necessary for the conduct

of their respective businesses as conducted as of the date hereof, except to the extent that the failure to own or possess adequate rights

to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. (i) Neither the Company

nor the Subsidiaries have received any written notice of any claim of infringement or conflict with asserted Intellectual Property rights

of others, (ii) there are no pending, or to the Company’s Knowledge, threatened judicial actions, suits or proceedings against the

Company or any of the Subsidiaries regarding the subject matter of the foregoing clause (i), and (iii) there is no pending, or to the

Company’s Knowledge, threatened judicial proceeding or interference proceeding which would render any Intellectual Property owned

by the Company or any of the Subsidiaries invalid or unenforceable, with respect to items (i)-(iii), except (A) as otherwise described

in the Registration Statement and the Prospectus, and (B) as would not, individually or in the aggregate, result in a Material Adverse

Effect.

aa. Compliance with

Applicable Laws. The Company has not been advised, and has no reason to believe, that it and each of its Subsidiaries are not conducting

business in compliance with all applicable laws, rules and regulations of the jurisdictions in which it is conducting business, except

where failure to be so in compliance would not result in a Material Adverse Effect.

bb. Environmental Laws.

The Company and the Subsidiaries: (i) are in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations,

decisions and orders relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes,

pollutants or contaminants (collectively, “Environmental Laws”); (ii) have received and are in compliance with all

permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses as described

in the Registration Statement and the Prospectus; and (iii) have not received notice of any actual or potential liability for the investigation

or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except, in the case

of any of clauses (i), (ii) or (iii) above, for any such failure to comply or failure to receive required permits, licenses or other approvals,

or liability as would not, individually or in the aggregate, have a Material Adverse Effect.

cc. Disclosure Controls.

The Company maintains 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 is not aware of any material

weaknesses in its internal control over financial reporting (other than as set forth in the Registration Statement or the Prospectus).

Since the date of the latest audited financial statements of the Company included in the Prospectus, there has been no change in the Company’s

internal control over financial reporting that has materially affected the Company’s internal control over financial reporting (other

than as set forth in the Registration Statement or the Prospectus). The Company has established disclosure controls and procedures (as

defined in Exchange Act Rules 13a-15 and 15d-15) that comply with the requirements of the Exchange Act. The Company’s certifying

officers have evaluated the effectiveness of the Company’s controls and procedures as of a date within ninety (90) days prior to

the filing date of the Annual Report on Form 10-K for the fiscal year most recently ended (such date, the “Evaluation Date”).

The Company presented in its Annual Report on Form 10-K for the fiscal year most recently ended the conclusions of the certifying officers

about the effectiveness of the disclosure controls and procedures based on their evaluations as of the most recent Evaluation Date, and

stated that such “disclosure controls and procedures” are effective as of such Evaluation Date.

dd. Sarbanes-Oxley Act.

There is and has been no failure on the part of the Company or, to the Knowledge of the Company, any of the Company’s directors

or officers, in their capacities as such, to comply in all material respects with any applicable provisions of the Sarbanes-Oxley Act

and the rules and regulations promulgated thereunder. Each of the principal executive officer and the principal financial officer of the

Company (or each former principal executive officer of the Company and each former principal financial officer of the Company as applicable)

has made all certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act with respect to all reports, schedules, forms,

statements and other documents required to be filed by it or furnished by it to the Commission during the past twelve (12) months. For

purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have

the meanings given to such terms in the Exchange Act Rules 13a-15 and 15d-15.

ee. Finder’s Fees.

Neither the Company nor any Subsidiary has incurred any liability for any finder’s fees, brokerage commissions or similar payments

in connection with the transactions herein contemplated, except as may otherwise exist with respect to A.G.P. pursuant to this Agreement

and except for the financial advisory fee payable to Craig-Hallum Capital Group LLC in connection with the transactions contemplated by

this Agreement, as described in the Prospectus Supplement.

ff. Labor Disputes.

No labor disturbance by or dispute with employees of the Company or any Subsidiary exists or, to the Knowledge of the Company, is threatened

which would result in a Material Adverse Effect.

gg. Investment Company

Act. Neither the Company nor any Subsidiary is or, after giving effect to the offering and sale of the Placement Shares, will be required

to register as an “investment company” or an entity “controlled” by an “investment company,” as such

terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).

hh. Operations.

The operations of the Company and the 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, the money laundering statutes

of all jurisdictions to which the Company or the Subsidiaries are subject, the rules and regulations thereunder and any related or similar

rules, regulations or guidelines, issued, administered or enforced by any governmental agency or authority having jurisdiction over the

Company or any Subsidiary (collectively, the “Money Laundering Laws”), except where the failure to be in such compliance

would not result in a Material Adverse Effect; and no action, suit or proceeding by or before any court or arbitrator or governmental

agency, authority or body having jurisdiction over the Company or any Subsidiary involving the Company or any Subsidiary with respect

to any Money Laundering Laws is pending or, to the Knowledge of the Company, threatened.

ii. Off-Balance Sheet

Arrangements. There are no transactions, arrangements or other relationships between and/or among the Company, and/or, to the Knowledge

of the Company, any of its affiliates and any unconsolidated entity, including, but not limited to, any structured finance, special purpose

or limited purpose entity (each, an “Off Balance Sheet Transaction”) that would affect materially the Company’s

liquidity or the availability of or requirements for its capital resources, including those Off Balance Sheet Transactions described in

the Commission’s Statement about Management’s Discussion and Analysis of Financial Conditions and Results of Operations (Release

Nos. 33-8056; 34-45321; FR-61), required to be described in the Registration Statement or the Prospectus which have not been described

as required.

jj. Underwriter Agreements.

The Company is not a party to any agreement with an agent or underwriter for any other “at the market” or continuous equity

transaction.

kk. ERISA. To the

Knowledge of the Company: (i) each material employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income

Security Act of 1974, as amended (“ERISA”) that is maintained, administered or contributed to by the Company or any

of its affiliates for employees or former employees of the Company and the Subsidiaries has been maintained in material compliance with

its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Internal

Revenue Code of 1986, as amended (the “Code”); (ii) no prohibited transaction, within the meaning of Section 406 of

ERISA or Section 4975 of the Code, has occurred which would result in a material liability to the Company or any Subsidiary with respect

to any such plan excluding transactions effected pursuant to a statutory or administrative exemption; and (iii) for each such plan that

is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, no “accumulated funding deficiency” as

defined in Section 412 of the Code has been incurred, whether or not waived, and the fair market value of the assets of each such plan

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

plan determined using reasonable actuarial assumptions, other than, in the case of clause (i), (ii) and (iii) above, as would not have

a Material Adverse Effect.

ll. Forward-Looking

Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange

Act) (a “Forward-Looking Statement”) contained in the Registration Statement and the Prospectus has been made or reaffirmed

without a reasonable basis or has been disclosed other than in good faith.

mm. Margin Rules.

Neither the issuance, sale and delivery of any of the Placement Shares nor the application of the proceeds thereof by the Company as described

in the Registration Statement and the Prospectus will violate Regulation T, U or X of the Board of Governors of the Federal Reserve System.

nn. Insurance. The

Company and the Subsidiaries carry, or are covered by, insurance in such amounts and covering such risks as the Company and the Subsidiaries

reasonably believe are adequate for the conduct of their business.

oo. No Improper Practices.

(i) Neither the Company nor the Subsidiaries nor, to the Company’s Knowledge, any of their respective executive officers has, in

the past five years, made any unlawful contributions to any candidate for any political office (or failed fully to disclose any contribution

in violation of law) or made any contribution or other payment to any official of, or candidate for, any federal, state, municipal, or

foreign office or other person charged with similar public or quasi-public duty in violation of any law or of the character required to

be disclosed in the Prospectus; (ii) no relationship, direct or indirect, exists between or among the Company or the Subsidiaries or,

to the Company’s Knowledge, any affiliate of any of them, on the one hand, and the directors, officers and stockholders of the Company

or the Subsidiaries, on the other hand, that is required by the Securities Act to be described in the Registration Statement and the Prospectus

that is not so described; (iii) no relationship, direct or indirect, exists between or among the Company or the Subsidiaries or any affiliate

of them, on the one hand, and the directors, officers, stockholders or directors of the Company or the Subsidiaries, on the other hand,

that is required by the rules of FINRA to be described in the Registration Statement and the Prospectus that is not so described; (iv)

there are no material outstanding loans or advances or material guarantees of indebtedness by the Company or the Subsidiaries to or for

the benefit of any of their respective officers or directors or any of the members of the families of any of them; and (v) the Company

has not offered, or caused any placement agent to offer, Common Stock to any person with the intent to influence unlawfully (A) a customer

or supplier of the Company or any of the Subsidiaries to alter the customer’s or supplier’s level or type of business with

the Company or any of the Subsidiaries or (B) a trade journalist or publication to write or publish favorable information about the Company

or the Subsidiaries or any of their respective products or services; and (vi) neither the Company nor any of the Subsidiaries nor, to

the Company’s Knowledge, any employee or agent of the Company or any of the Subsidiaries has made any payment of funds of the Company

or any of the Subsidiaries or received or retained any funds in violation of any law, rule or regulation (including, without limitation,

the Foreign Corrupt Practices Act of 1977), which payment, receipt or retention of funds is of a character required to be disclosed in

the Registration Statement or the Prospectus.

pp. Status Under the

Securities Act. The Company was not and is not an ineligible issuer as defined in Rule 405 under the Securities Act at the times specified

in Rules 164 and 433 under the Securities Act in connection with the offering of any of the Placement Shares.

qq. No Misstatement

or Omission in an Issuer Free Writing Prospectus. Each Issuer Free Writing Prospectus, as of its issue date and as of each Applicable

Time (as defined in Section 25 below), did not, does not and will not, through the completion of the Placement or Placements for

which such Issuer Free Writing Prospectus is issued, include any information that conflicted, conflicts or will conflict with the information

contained in the Registration Statement or the Prospectus, including any Incorporated Document that has not been superseded or modified.

The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity

with written information furnished to the Company by A.G.P. specifically for use therein.

rr. No Conflicts.

Neither the execution of this Agreement by the Company, nor the issuance, offering or sale of any of the Placement Shares, nor the consummation

by the Company of any of the transactions contemplated herein, nor the compliance by the Company with the terms and provisions hereof

will conflict with, or will result in a breach of, any of the terms and provisions of, or has constituted or will constitute a default

under, or has resulted in or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets

of the Company or any Subsidiary pursuant to the terms of any contract or other agreement to which the Company or any Subsidiary may be

bound or to which any of the property or assets of the Company or any Subsidiary is subject, except (i) such conflicts, breaches or defaults

as may have been waived and (ii) such conflicts, breaches and defaults that would not have a Material Adverse Effect; nor will such action

result (x) in any violation of the provisions of the certificate of incorporation or bylaws of the Company or the organizational or governing

documents of any Subsidiary, or (y) in any material violation of the provisions of any statute or any order, rule or regulation applicable

to the Company or any Subsidiary or of any court or arbitrator or of any federal, state, foreign or other regulatory or governmental authority

having jurisdiction over the Company or any Subsidiary, except where such violation would not have a Material Adverse Effect.

ss. OFAC.

(i) Neither the Company nor

any Subsidiary (collectively, the “Entity”) nor, to the Company’s Knowledge, any director, officer, employee,

agent, affiliate or representative of the Entity, is a government, individual, or entity (in this paragraph (i), “Person”)

that is, or is owned or controlled by a Person that is:

(a) the subject of any

sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”),

the United Nations Security Council (“UNSC”), the European Union (“EU”), His Majesty’s Treasury

(“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor

(b) located, organized

or resident in a country or territory that is the subject of Sanctions.

(ii) The Entity will not,

directly or indirectly, knowingly use the proceeds of any offering contemplated hereby, or lend, contribute or otherwise make available

any such proceeds to any subsidiary, joint venture partner or other Person:

(a) to fund or facilitate

any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is

the subject of Sanctions; or

(b) in any other manner

that will result in a violation of Sanctions by any Person (including any Person participating in any such offering, whether as underwriter,

advisor, investor or otherwise).

(iii) The Entity represents

and covenants that, except as set forth in the Registration Statement and the Prospectus, for the past five (5) years, it has not knowingly

engaged in and is not now knowingly engaged in any dealing or transactions with any Person, or in any country or territory, that at the

time of the dealing or transaction is or was the subject of Sanctions.

tt. Cybersecurity and

IT Systems. Except as otherwise described in the Registration Statement and the Prospectus, and except as would not, individually

or in the aggregate, result in a Material Adverse Effect, (i) to the Knowledge of the Company, there has been no security breach or attack

or other compromise of or relating to any of the Company’s and the Subsidiaries’ information technology and computer systems,

networks, hardware, software, data (including the data of their respective customers, employees, suppliers, vendors and any third party

data maintained by or on behalf of them), equipment or technology (“IT Systems and Data”), (ii) the Company and the

Subsidiaries have not been notified in writing of, and have no Knowledge of, any event or condition that would result in any security

breach, attack or compromise to their IT Systems and Data, (iii) the Company and the Subsidiaries have complied in all material respects,

and are presently in material compliance with, all applicable laws, statutes or any judgment, order, rule or regulation of any court or

arbitrator or governmental or regulatory authority and all industry guidelines, standards, internal policies and contractual obligations

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

misappropriation or modification and (iv) the Company and the Subsidiaries have implemented commercially reasonable backup and disaster

recovery technology consistent with industry standards and practices.

uu. Stock Transfer Taxes.

On each Settlement Date, all material stock transfer or other taxes (other than income taxes) which are required to be paid by the Company

in connection with the sale and transfer of the Placement Shares to be sold hereunder will be, or will have been, fully paid or provided

for by the Company and all laws imposing such taxes will be or will have been fully complied with by the Company in all material respects.

vv. FINRA Member Affiliations.

There are no affiliations with any FINRA member firm among the Company’s officers, directors or, to the Knowledge of the Company,

any five percent (5%) or greater stockholder of the Company, except as set forth in the Registration Statement, the base prospectus, any

Prospectus Supplement or the Prospectus. Any certificate signed by an officer of the Company and delivered to A.G.P. or to counsel for

A.G.P. pursuant to or in connection with this Agreement shall be deemed to be a representation and warranty by the Company to A.G.P. as

to the matters set forth therein.

7. Covenants of the Company. The Company

covenants and agrees with A.G.P. that:

a. Registration Statement

Amendments. After the date of this Agreement and during any period in which a prospectus relating to any Placement Shares is required

to be delivered by A.G.P. under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule

172 or 173 under the Securities Act, or any similar rule) in connection with the offering or the sale of Placement Shares (the “Prospectus

Delivery Period”): (i) the Company will notify A.G.P. promptly of the time when any subsequent amendment to the Registration

Statement, other than documents incorporated by reference or amendments not related to any Placement, has been filed with the Commission

and/or has become effective or any subsequent supplement to the Prospectus (other than documents incorporated by reference therein) has

been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus related to

the Placement or for additional information related to the Placement; (ii) the Company will prepare and file with the Commission, promptly

upon A.G.P.’s request, any amendments or supplements to the Registration Statement or Prospectus that, upon the advice of the Company’s

legal counsel, may be necessary or advisable in connection with the distribution of the Placement Shares by A.G.P. (provided, however,

that the failure of A.G.P. to make such request shall not relieve the Company of any obligation or liability hereunder, or affect A.G.P.’s

right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the only remedy

A.G.P. shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment

or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus relating

to the Placement Shares or a security convertible into or exercisable or exchangeable for the Placement Shares (other than an Incorporated

Document) unless a copy thereof has been submitted to A.G.P. within a reasonable period of time before the filing and A.G.P. has not reasonably

objected thereto (provided, however, that (A) the failure of A.G.P. to make such objection shall not relieve the Company

of any obligation or liability hereunder, or affect A.G.P.’s right to rely on the representations and warranties made by the Company

in this Agreement and (B) the Company has no obligation to provide A.G.P. any advance copy of such filing or to provide A.G.P. an opportunity

to object to such filing if the filing does not name A.G.P. or does not relate to the transaction herein provided; and provided, further,

that the only remedy A.G.P. shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales

under this Agreement) and the Company will furnish to A.G.P. at the time of filing thereof a copy of any document that upon filing is

deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via EDGAR;

and (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to

the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference,

to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file

or not file any amendment or supplement with the Commission under this Section 7.a), based on the Company’s reasonable opinion

or reasonable objections, shall be made exclusively by the Company).

b. Notice of Commission

Stop Orders. The Company will advise A.G.P., promptly after it receives notice or obtains Knowledge thereof, of the issuance or threatened

issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, of the suspension of the qualification

of the Placement Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceeding for any such

purpose; and it will use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if

such a stop order should be issued. The Company will advise A.G.P. promptly after it receives any request by the Commission for any amendments

to the Registration Statement or any amendment or supplements to the Prospectus or any Issuer Free Writing Prospectus or for additional

information related to the offering of the Placement Shares or for additional information related to the Registration Statement, the

Prospectus or any Issuer Free Writing Prospectus.

c. Delivery of Prospectus;

Subsequent Changes. During the Prospectus Delivery Period, the Company will comply with all requirements imposed upon it by the Securities

Act, as from time to time in force, and to file on or before their respective due dates all reports and any definitive proxy or information

statements required to be filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14, 15(d) or any other provision

of or under the Exchange Act. If the Company has omitted any information from the Registration Statement pursuant to Rule 430A under the

Securities Act, it will use its commercially reasonable efforts to comply with the provisions of and make all requisite filings with the

Commission pursuant to said Rule 430A and to notify A.G.P. promptly of all such filings. If during the Prospectus Delivery Period any

event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact

or omit to state a material fact necessary to make the statements therein, in light of the circumstances then existing, not misleading,

or if during such Prospectus Delivery Period it is necessary to amend or supplement the Registration Statement or Prospectus to comply

with the Securities Act, the Company will (i) promptly notify A.G.P. to suspend the offering of Placement Shares during such period, and

(ii) promptly amend or supplement the Registration Statement or Prospectus (at the expense of the Company) so as to correct such statement

or omission or effect such compliance; provided, however, that the Company may delay the filing of any amendment or supplement,

if in the judgment of the Company, it is in the best interest of the Company; and provided further, however, that the Company shall not

be required to furnish any document (other than the Prospectus) to A.G.P. to the extent such document is available on EDGAR.

d. Listing of Placement

Shares. During the Prospectus Delivery Period, the Company will use its commercially reasonable efforts to cause the Placement Shares

to be listed on the Exchange and to qualify the Placement Shares for sale under the securities laws of such jurisdictions in the United

States as A.G.P. reasonably designates and to continue such qualifications in effect so long as required for the distribution of the Placement

Shares; provided, however, that the Company shall not be required in connection therewith to qualify as a foreign corporation

or dealer in securities, file a general consent to service of process, or subject itself to taxation in any jurisdiction if it is not

otherwise so subject.

e. Delivery of Registration

Statement and Prospectus. The Company will furnish to A.G.P. and its counsel (at the reasonable expense of the Company) copies of

the Registration Statement, the Prospectus (including all Incorporated Documents) and all amendments and supplements to the Registration

Statement or Prospectus that are filed with the Commission during the Prospectus Delivery Period (including all documents filed with the

Commission during such period that are deemed to be incorporated by reference therein), in each case as soon as reasonably practicable

and in such quantities as A.G.P. may from time to time reasonably request and, at A.G.P.’s reasonable request, will also furnish

copies of the Prospectus to each exchange or market on which sales of the Placement Shares may be made; provided, however,

that the Company shall not be required to furnish any document (other than the Prospectus) to A.G.P. to the extent such document is available

on EDGAR.

f. Earnings Statement.

The Company will make generally available to its security holders as soon as practicable, but in any event not later than fifteen (15)

months after the end of the Company’s current fiscal quarter, an earnings statement covering a twelve (12) month period that satisfies

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

g. Use of Proceeds.

The Company will use the Net Proceeds as described in the Prospectus in the section entitled “Use of Proceeds.”

h. Notice of Other Sales.

Without the prior written consent of A.G.P., which shall not be unreasonably withheld, the Company will not, directly or indirectly, offer

to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock (other than the Placement Shares offered

pursuant to this Agreement) or securities convertible into or exercisable or exchangeable for Common Stock, warrants or any rights to

purchase or acquire, Common Stock during the period beginning on the date on which any Placement Notice is delivered to A.G.P. hereunder

and ending on the first (1st) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant

to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered

by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market”

or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock

(other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exercisable or exchangeable for

Common Stock, warrants or any rights to purchase or acquire, Common Stock prior to the termination of this Agreement; provided,

however, that such restrictions will not apply in connection with the Company’s issuance or sale of (i) Common Stock, options

to purchase Common Stock or Common Stock issuable upon the exercise or vesting of options or other equity awards, pursuant to any stock

option, equity incentive plan, benefits plan, stock ownership plan or dividend reinvestment plan (but not Common Stock subject to a waiver

to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented, (ii) Common Stock

issuable upon conversion of securities or the exercise of warrants, options or other rights in effect or outstanding, and disclosed in

filings by the Company available on EDGAR or otherwise in writing to A.G.P., (iii) Common Stock, or securities convertible into or exercisable

for Common Stock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic

partners or other investors conducted in a manner so as not to be integrated with the offering of Common Stock hereby, or (iv) Common

Stock in connection with any acquisition, strategic investment, commercial transaction or other similar transaction not primarily for

equity raising purposes (including any joint venture, strategic alliance or partnership) or in settlement of any litigation, and (v) Common

Stock issued or issuable pursuant to that certain convertible promissory note issued by the Company pursuant to the Securities Purchase

Agreement, dated May 10, 2024, between the Company and Dowslake Microsystems Corporation (the “Dowslake Note”), as described

in the Incorporated Documents, provided that with respect to the Dowslake Note, the Company shall notify A.G.P. in accordance with this

Section 7(h) and A.G.P.’s consent will not be required.

i. Change of Circumstances.

The Company will, at any time during the pendency of a Placement Notice advise A.G.P. promptly after it shall have received notice or

obtained Knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter

or other document required to be provided to A.G.P. pursuant to this Agreement.

j. Due Diligence Cooperation.

During the term of this Agreement, the Company will cooperate with any reasonable due diligence review conducted by A.G.P. or its representatives

in connection with the transactions contemplated hereby, including, without limitation, providing information and making available documents

and senior corporate officers, during regular business hours and at the Company’s principal offices, as A.G.P. may reasonably request.

The Company shall reimburse A.G.P. for A.G.P.’s counsel’s fees in each such due diligence update session, up to a maximum

of $5,000 per update for which the Company is obligated to deliver a certification pursuant to clause (ii) of Section l) and clause

(iii) of Section l), respectively, for which no waiver is applicable, plus any incidental expense incurred by A.G.P. in connection

therewith; provided that, in no case such fees payable by the Company pursuant to this Section 7.j) exceed $15,000 in any period

of twelve (12) consecutive months, with the first such period commencing on the date of this Agreement.

k. Required Filings

Relating to Placement of Placement Shares. The Company agrees that on such dates as the Securities Act shall require, the Company

will (i) file a prospectus supplement with the Commission under the applicable paragraph of Rule 424(b) under the Securities Act (each

and every date a filing under Rule 424(b) is made, a “Filing Date”), which prospectus supplement will set forth, within

the relevant period, the amount of Placement Shares sold through A.G.P., the Net Proceeds to the Company and the compensation payable

by the Company to A.G.P. with respect to such Placement Shares, and (ii) deliver such number of copies of each such prospectus supplement

to each exchange or market on which such sales were effected as may be required by the rules or regulations of such exchange or market.

l. Representation Dates;

Certificate. Each time during the term of this Agreement that the Company:

(i) amends or supplements

(other than by means of a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration

Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by

means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares;

(ii) files an annual report

on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended audited financial information or a material amendment

to the previously filed Form 10-K) (the “10-K Representation Date”);

(iii) files its quarterly

reports on Form 10-Q under the Exchange Act; or

(iv) files a current report

on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of

Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued

operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act;

(Each date of filing of

one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”) the Company

shall furnish A.G.P. (but in the case of clause (iv) above only if A.G.P. reasonably determines that the information contained in such

Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l). The requirement to provide a certificate

under this Section l) shall be automatically waived for any Representation Date occurring at a time at which no Placement Notice

is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which

for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files

its annual report on Form 10-K. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii)

if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and

did not provide A.G.P. with a certificate under this Section 7(l), then before A.G.P. sells any Placement Shares, the Company shall

provide A.G.P. with a certificate, in the form attached hereto as Exhibit 7(l), dated the date of the Placement Notice.

m. Legal Opinion.

On or prior to the date of the first Placement Notice given hereunder, the Company shall cause to be furnished to A.G.P. a written opinion

and a negative assurance letter of Allen Overy Shearman Sterling US LLP (“Company Counsel”), in form and substance

reasonably satisfactory to A.G.P. Thereafter, within five (5) Trading Days of each Representation Date with respect to which the Company

is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicable, and not more

than once per calendar quarter, the Company shall cause to be furnished to A.G.P. an opinion and negative assurance letter of Company

Counsel, each in form and substance reasonably satisfactory to A.G.P.; provided that, in lieu of furnishing such opinion and negative

assurance letter for subsequent periodic filings under the Exchange Act, such counsel may furnish A.G.P. with a letter (a “Reliance

Letter”) to the effect that A.G.P. may rely on the opinion and negative assurance letter previously delivered under this Section

m) to the same extent as if it were dated the date of such letter (except that statements in such prior letter shall be deemed to

relate to the Registration Statement and the Prospectus as amended or supplemented as of the date of the Reliance Letter).

n. Comfort Letter.

On or prior to the date of the first Placement Notice given hereunder and within five (5) Trading Days after each 10-K Representation

Date, the Company shall cause its independent accountants to furnish A.G.P. letters (the “Comfort Letters”), dated

the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section n). The Comfort Letter from

the Company’s independent accountants shall be in a form and substance reasonably satisfactory to A.G.P., (i) confirming that they

are an independent public accounting firm within the meaning of the Securities Act and the PCAOB and (ii) stating, as of such date, the

conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’

“comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial

Comfort Letter”) and, where applicable, (iii) updating the Initial Comfort Letter with any information that would have been

included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement

and the Prospectus, as amended and supplemented to the date of such letter.

o. Market Activities.

The Company will not, directly or indirectly, (i) take any action designed to cause or result in, or that constitutes or would constitute,

the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of Common Stock or (ii)

sell, bid for, or purchase Common Stock in violation of Regulation M, or pay anyone any compensation for soliciting purchases of the Placement

Shares other than A.G.P.

p. Investment Company

Act. The Company will conduct its affairs in such a manner so as to reasonably ensure that neither it nor any of the Subsidiaries

will be or become, at any time prior to the termination of this Agreement, an “investment company,” as such term is defined

in the Investment Company Act.

q. No Offer to Sell.

Other than an Issuer Free Writing Prospectus approved in advance by the Company and A.G.P. in its capacity as agent hereunder pursuant

to Section 23, neither of A.G.P. nor the Company (including its agents and representatives, other than A.G.P. in its capacity as

such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405), required to be filed

with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

r. Sarbanes-Oxley Act.

The Company will maintain and keep accurate books and records reflecting its assets and maintain internal accounting controls in a manner

designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements

for external purposes in accordance with GAAP and including those policies and procedures that (i) pertain to the maintenance of records

that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable

assurance that transactions are recorded as necessary to permit the preparation of the Company’s consolidated financial statements

in accordance with GAAP, (iii) provide reasonable assurance that receipts and expenditures of the Company are being made only in accordance

with management’s and the Company’s directors’ authorization, and (iv) provide reasonable assurance regarding prevention

or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on

its financial statements. The Company will maintain disclosure controls and procedures that comply with the requirements of the Exchange

Act.

8. Representations and Covenants of A.G.P.

A.G.P. represents and warrants that it is duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes

and regulations of each state in which the Placement Shares will be offered and sold, except such states in which A.G.P. is exempt from

registration or such registration is not otherwise required. A.G.P. shall continue, for the term of this Agreement, to be duly registered

as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares

will be offered and sold, except such states in which it is exempt from registration or such registration is not otherwise required, during

the term of this Agreement. A.G.P. shall comply with all applicable laws and regulations, including without limitation Regulation M, in

connection with the transactions contemplated by this Agreement, including the issuance and sale through A.G.P. of the Placement Shares.

9. Payment of Expenses. The Company

will pay all expenses incident to the performance of its obligations under this Agreement, including (i) the preparation, filing, including

any fees required by the Commission, and printing or reproduction of the Registration Statement (including financial statements and exhibits)

as originally filed and of each amendment and supplement thereto and each Issuer Free Writing Prospectus, in such number as A.G.P. shall

deem reasonably necessary, (ii) the printing (or reproduction) and delivery to A.G.P. of this Agreement, and such other documents as may

be required in connection with the offering, purchase, sale, issuance or delivery of the Placement Shares, (iii) the preparation, issuance

and delivery of the certificates, if any, for the Placement Shares to A.G.P., including any stock or other transfer taxes and any capital

duties, stamp duties or other duties or taxes payable upon the sale, issuance or delivery of the Placement Shares to A.G.P. or the purchaser

thereof, (iv) the fees and disbursements of the counsel, accountants and other advisors to the Company, (v) the reasonable and documented

out-of-pocket fees and disbursements of counsel to A.G.P. in an amount not to exceed $50,000 in the aggregate for the term of this Agreement

(excluding any periodic due diligence fees provided for under Section 7.j)), (vi) the fees and expenses of the transfer agent and

registrar for the Common Stock, (vii) the filing fees incident to any review by FINRA of the terms of the sale of the Placement Shares,

and (viii) the fees and expenses incurred in connection with the listing of the Placement Shares on the Exchange.

10. Conditions to A.G.P.’s Obligations.

The obligations of A.G.P. hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations

and warranties made by the Company herein (other than those representations and warranties made as of a specified date or time), to the

due performance in all material respects by the Company of its obligations hereunder, to the completion by A.G.P. of a due diligence review

satisfactory to it in its reasonable judgment, and to the continuing reasonable satisfaction (or waiver in writing by A.G.P. in its sole

discretion) of the following additional conditions:

a. Registration Statement

Effective. The Registration Statement shall remain effective and shall be available for the sale of all Placement Shares contemplated

to be issued by any Placement Notice.

b. No Material Notices.

None of the following events shall have occurred and be continuing: (i) receipt by the Company of any request for additional information

from the Commission or any other federal or state governmental authority during the period of effectiveness of the Registration Statement,

the response to which would require any post-effective amendments or supplements to the Registration Statement or the Prospectus; (ii)

the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of

the Registration Statement or receipt by the Company of notification of the initiation of any proceedings for that purpose; (iii) receipt

by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Placement

Shares for sale in any jurisdiction or receipt by the Company of notification of the initiation of, or a threat to initiate, any proceeding

for such purpose; or (iv) the occurrence of any event that makes any material statement made in the Registration Statement or the Prospectus

or any material Incorporated Document untrue in any material respect or that requires the making of any changes in the Registration Statement,

the Prospectus or any material Incorporated Document so that, in the case of the Registration Statement, it will not contain any materially

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, that in the case of the Prospectus or any material Incorporated Document, it will not contain any materially

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

c. No Misstatement or

Material Omission. A.G.P. shall not have advised the Company that the Registration Statement or Prospectus, or any amendment or supplement

thereto, contains an untrue statement of fact that in A.G.P.’s reasonable opinion is material, or omits to state a fact that in

A.G.P.’s reasonable opinion is material and is required to be stated therein or is necessary to make the statements therein not

misleading.

d. Material Changes.

Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have

been any Material Adverse Effect, or any development that would cause a Material Adverse Effect, or a downgrading in or withdrawal of

the rating assigned to any of the Company’s securities (other than asset backed securities) by any “nationally recognized

statistical rating organization,” as such term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities

Act (a “Rating Organization”), or a public announcement by any Rating Organization that it has under surveillance or

review its rating of any of the Company’s securities (other than asset backed securities), the effect of which, in the case of any

such action by a Rating Organization described above, in the reasonable judgment of A.G.P. (without relieving the Company of any obligation

or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement

Shares on the terms and in the manner contemplated in the Prospectus.

e. Legal Opinion.

A.G.P. shall have received the opinion and negative assurance letter of Company Counsel required to be delivered pursuant to Section

7.m) on or before the date on which such delivery of such opinion and negative assurance letter are required pursuant to Section

7.m).

f. Comfort Letter.

A.G.P. shall have received the Comfort Letter required to be delivered pursuant Section 7.n) on or before the date on which such

delivery of such letter is required pursuant to Section 7.n).

g. Representation Certificate.

A.G.P. shall have received the certificate required to be delivered pursuant to Section 7.l) on or before the date on which delivery

of such certificate is required pursuant to Section 7.l).

h. Secretary’s

Certificate. On or prior to the first Representation Date, A.G.P. shall have received a certificate, signed on behalf of the Company

by its corporate secretary, in form and substance satisfactory to A.G.P. and its counsel.

i. No Suspension.

Trading in the Common Stock shall not have been suspended on the Exchange and the Common Stock shall not have been delisted from the Exchange.

j. Other Materials.

On each date on which the Company is required to deliver a certificate pursuant to Section 7.l), the Company shall have furnished

to A.G.P. such appropriate further information, certificates and documents as A.G.P. may reasonably request and which are usually and

customarily furnished by an issuer of securities in connection with a securities offering of the type contemplated hereby. All such certificates

and other documents will be in compliance with the provisions hereof.

k. Securities Act Filings

Made. All filings with the Commission required by Rule 424 under the Securities Act to have been filed prior to the issuance of any

Placement Notice hereunder shall have been made within the applicable time period prescribed for such filing by Rule 424.

l. Approval for Listing.

The Placement Shares shall either have been approved for listing on the Exchange, subject only to notice of issuance, or the Company shall

have filed an application for listing of the Placement Shares on the Exchange at, or prior to, the issuance of any Placement Notice.

m. No Termination Event.

There shall not have occurred any event that would permit A.G.P. to terminate this Agreement pursuant to Section 13.a).

11. Indemnification and Contribution.

a. Company Indemnification.

The Company agrees to indemnify and hold harmless A.G.P., its partners, members, directors, officers, employees and agents and each person,

if any, who controls A.G.P. within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows:

(i) against any and all loss,

liability, claim, damage and expense whatsoever, as incurred, joint or several, arising out of or based upon any untrue statement or alleged

untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission

therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out

of any untrue statement or alleged untrue statement of a material fact included in any related Issuer Free Writing Prospectus or the Prospectus

(or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make

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

(ii) against any and all

loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, to the extent of the aggregate amount paid in settlement

of any litigation, or any investigation or proceeding by any governmental authority, agency or body, commenced or threatened, or of any

claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject

to Section 11.d) below) any such settlement is effected with the written consent of the Company, which consent shall not unreasonably

be delayed or withheld; and

(iii) against any and all

expense whatsoever, as incurred (including the reasonable and documented out-of-pocket fees and disbursements of counsel), reasonably

incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental authority,

agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged

untrue statement or omission, to the extent that any such expense is not paid under paragraph (i) or (ii) above, provided, however,

that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue

statement or omission or alleged untrue statement or omission made solely in reliance upon and in conformity with written information

furnished to the Company by A.G.P. expressly for use in the Registration Statement (or any amendment thereto), or in any related Issuer

Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto).

b. Indemnification by

A.G.P. A.G.P. agrees to indemnify and hold harmless the Company and its directors and officers, and each person, if any, who (i) controls

the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under

common control with the Company, against any and all loss, liability, claim, damage and expense described in the indemnity contained in

Section 11.a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions,

made in the Registration Statement (or any amendments thereto) or in any related Issuer Free Writing Prospectus or the Prospectus (or

any amendment or supplement thereto) in reliance upon and in conformity with information relating to A.G.P. and furnished to the Company

in writing by A.G.P. expressly for use therein.

c. Procedure. Any

party that proposes to assert the right to be indemnified under this Section 11 will, promptly after receipt of notice of commencement

of any action against such party in respect of which a claim is to be made against an indemnifying party or parties under this Section

11, notify each such indemnifying party of the commencement of such action, enclosing a copy of all papers served, but the omission

so to notify such indemnifying party will not relieve the indemnifying party from (i) any liability that it might have to any indemnified

party otherwise than under this Section 11 and (ii) any liability that it may have to any indemnified party under the foregoing

provisions of this Section 11 unless, and only to the extent that, such omission results in the forfeiture of substantive rights

or defenses by the indemnifying party. If any such action is brought against any indemnified party and it notifies the indemnifying party

of its commencement, the indemnifying party will be entitled to participate in and, to the extent that it elects by delivering written

notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified party, jointly

with any other indemnifying party similarly notified, to assume the defense of the action, with counsel reasonably satisfactory to the

indemnified party, and after notice from the indemnifying party to the indemnified party of its election to assume the defense, the indemnifying

party will not be liable to the indemnified party for any legal or other expenses of the indemnified party except as provided below and

except for the reasonable costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified

party will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will

be at the expense of such indemnified party unless (1) the employment of counsel by the indemnified party has been authorized in writing

by the indemnifying party, (2) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses

available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (3)

a conflict or potential conflict of interest exists (based on advice of counsel to the indemnified party) between the indemnified party

and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf

of the indemnified party) or (4) the indemnifying party has not in fact so employed counsel to assume the defense of such action within

a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable and documented out-of-pocket

fees, disbursements and other charges of counsel will be at the expense of the indemnifying party or parties. It is understood that the

indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable

for the reasonable and documented out-of-pocket fees, disbursements and other charges of more than one separate firm admitted to practice

in such jurisdiction at any one time for all such indemnified party or parties.

All such reasonable and documented out-of-pocket

fees, disbursements and other charges will be reimbursed by the indemnifying party promptly after the indemnifying party receives a written

invoice relating to fees, disbursements and other charges in reasonable detail. An indemnifying party will not, in any event, be liable

for any settlement of any action or claim effected without its written consent. No indemnifying party shall, without the prior written

consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened litigation,

investigation, action, proceeding or claim relating to the matters contemplated by this Section 11 (whether or not any indemnified

party is a party thereto), unless such settlement, compromise or consent (1) includes an unconditional release of each indemnified party

from all liability arising out of such litigation, investigation, action, proceeding or claim and (2) does not include a statement as

to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

d. Contribution.

In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in the foregoing paragraphs

of this Section 11 is applicable in accordance with its terms but for any reason is held to be unavailable from the Company or

A.G.P., the Company and A.G.P. will contribute to the total losses, claims, liabilities, expenses and damages (including any investigative,

legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding

or any claim asserted, but after deducting any contribution received by the Company from persons other than A.G.P., such as persons who

control the Company within the meaning of the Securities Act or the Exchange Act, officers of the Company who signed the Registration

Statement and directors of the Company, who also may be liable for contribution) to which the Company and A.G.P. may be subject in such

proportion as shall be appropriate to reflect the relative benefits received by the Company on the one hand and A.G.P. on the other hand.

The relative benefits received by the Company on the one hand and A.G.P. on the other hand shall be deemed to be in the same

proportion as the total Net Proceeds from the sale of the Placement Shares (before deducting expenses) received by the Company bear to the total

compensation received by A.G.P. (before deducting expenses) from the sale of Placement Shares on behalf of the Company. If, but only if,

the allocation provided by the foregoing sentence is not permitted by applicable law, the allocation of contribution shall be made in

such proportion as is appropriate to reflect not only the relative benefits referred to in the foregoing sentence but also the relative

fault of the Company, on the one hand, and A.G.P., on the other hand, with respect to the statements or omission that resulted in such

loss, claim, liability, expense or damage, or action in respect thereof, as well as any other relevant equitable considerations with respect

to such offering. Such relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement

of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or A.G.P.,

the intent of the parties hereto and their relative knowledge, access to information and opportunity to correct or prevent such statement

or omission. The Company and A.G.P. agree that it would not be just and equitable if contributions pursuant to this Section 11.d)

were to be determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations

referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, liability, expense, or damage,

or action in respect thereof, referred to above in this Section 11.d) shall be deemed to include, for the purpose of this Section

11.d), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any

such action or claim to the extent consistent with Section 11.c) hereof.

Notwithstanding the foregoing provisions of

this Section 11.d), A.G.P. shall not be required to contribute any amount in excess of the commissions received by it under this

Agreement and no person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will

be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 11.d),

any person who controls a party to this Agreement within the meaning of the Securities Act or the Exchange Act, and any officers, directors,

partners, members, employees or agents of A.G.P., will have the same rights to contribution as that party, and each officer who signed

the Registration Statement and director of the Company will have the same rights to contribution as the Company, subject in each case

to the provisions hereof. Any party entitled to contribution, promptly after receipt of notice of commencement of any action against such

party in respect of which a claim for contribution may be made under this Section 11.d), will notify any such party or parties

from whom contribution may be sought, but the omission to so notify will not relieve that party or parties from whom contribution may

be sought from any other obligation it or they may have under this Section 11.d) except to the extent that the failure to so notify

such other party materially prejudiced the substantive rights or defenses of the party from whom contribution is sought. Except for a

settlement entered into pursuant to the last sentence of Section 11.c) hereof, no party will be liable for contribution with respect

to any action or claim settled without its written consent if such consent is required pursuant to Section 11.c) hereof.

12. Representations and Agreements to Survive

Delivery. The indemnity and contribution agreements contained in Section 11 of this Agreement and all representations and warranties

of the Company herein or in certificates delivered pursuant hereto shall survive, as of their respective dates, regardless of (i) any

investigation made by or on behalf of A.G.P., any controlling persons, or the Company (or any of their respective officers, directors

or controlling persons), (ii) delivery and acceptance of the Placement Shares and payment therefor or (iii) any termination of this Agreement.

13. Termination.

a. A.G.P. may terminate

this Agreement immediately, by written notice to the Company, as hereinafter specified at any time (1) if there has been, since the time

of execution of this Agreement or since the date as of which information is given in the Prospectus, any Material Adverse Effect, or the

occurrence of any development that would have a Material Adverse Effect that, in the sole judgment of A.G.P., is material and adverse

and makes it impractical or inadvisable to market the Placement Shares or to enforce contracts for the sale of the Placement Shares, (2)

if there has occurred any material adverse change in the financial markets in the United States or the international financial markets,

any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change

in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the

reasonable judgment of A.G.P., impracticable or inadvisable to market the Placement Shares or to enforce contracts for the sale of the

Placement Shares, (3) if trading in the Common Stock has been suspended or limited by the Commission or the Exchange, or if trading generally

on the Exchange has been suspended or limited, or minimum prices for trading have been fixed on the Exchange, (4) if any suspension of

trading of any securities of the Company on any exchange or in the over-the-counter market shall have occurred and be continuing, (5)

if a major disruption of securities settlements or clearance services in the United States shall have occurred and be continuing, or (6)

if a banking moratorium has been declared by either U.S. federal or New York authorities.

Any such termination shall be without liability

of any party to any other party except that the provisions of Section 9 (Payment of Expenses), Section 11 (Indemnification

and Contribution), Section 12 (Representations and Agreements to Survive Delivery), Section 18 (Governing Law and Time;

Waiver of Jury Trial), and Section 19 (Consent to Jurisdiction) hereof shall remain in full force and effect notwithstanding such

termination. If A.G.P. elects to terminate this Agreement as provided in this Section 13.a), A.G.P. shall provide the required

notice as specified in Section 14 (Notices).

b. The Company shall have

the right, by giving thirty (30) days’ written notice as hereinafter specified to terminate this Agreement in its sole discretion

at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that

the provisions of Section 9 (Payment of Expenses), Section 11 (Indemnification and Contribution), Section 12 (Representations

and Agreements to Survive Delivery), Section 18 (Governing Law and Time; Waiver of Jury Trial), and Section 19 (Consent

to Jurisdiction) hereof shall remain in full force and effect notwithstanding such termination.

c. A.G.P. shall have the

right, by giving thirty (30) days’ written notice as hereinafter specified to terminate this Agreement in its sole discretion at

any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that

the provisions of Section 9 (Payment of Expenses), Section 11 (Indemnification and Contribution), Section 12 (Representations

and Agreements to Survive Delivery), Section 18 (Governing Law and Time; Waiver of Jury Trial), and Section 19 (Consent

to Jurisdiction) hereof shall remain in full force and effect notwithstanding such termination.

d. Unless earlier terminated

pursuant to this Section 13, this Agreement shall terminate upon the earlier to occur of (i) the 36-month anniversary of the filing

of the Prospectus Supplement, (ii) the issuance and sale of all of the Placement Shares through A.G.P. on the terms and subject to the

conditions set forth herein and (iii) pursuant to Sections 13.b) or (c) above or otherwise by mutual agreement of the parties

hereto, except that the provisions of Section 9 (Payment of Expenses), Section 11 (Indemnification and Contribution), Section

12 (Representations and Agreements to Survive Delivery), Section 18 (Governing Law and Time; Waiver of Jury Trial), and Section

19 (Consent to Jurisdiction) hereof shall remain in full force and effect notwithstanding such termination.

e. This Agreement shall

remain in full force and effect unless terminated pursuant to Sections 13.a), (b), (c), or (d) above or otherwise

by mutual written agreement of the parties hereto; provided, however, that any such termination by mutual agreement shall

in all cases be deemed to provide that Section 9 (Payment of Expenses), Section 11 (Indemnification and Contribution), Section

12 (Representations and Agreements to Survive Delivery), Section 18 (Governing Law and Time; Waiver of Jury Trial), and Section

19 (Consent to Jurisdiction) shall remain in full force and effect. Upon termination of this Agreement, the Company shall not have

any liability to A.G.P. for any discount, commission or other compensation with respect to any Placement Shares not otherwise sold by

A.G.P. under this Agreement.

f. Any termination of this

Agreement shall be effective on the date specified in such notice of termination; provided, however, that such termination

shall not be effective until the close of business on the date of receipt of such notice by A.G.P. or the Company, as the case may be.

If such termination shall occur prior to the Settlement Date for any sale of Placement Shares, such Placement Shares shall settle in accordance

with the provisions of this Agreement.

14. Notices. All notices or other communications

required or permitted to be given by any party to any other party pursuant to the terms of this Agreement shall be in writing, unless

otherwise specified, and if sent to A.G.P., shall be delivered to:

A.G.P./Alliance Global Partners

590 Madison Avenue, 28th Floor

New York, NY 10022

Attention: Thomas J. Higgins

Telephone: 212-624-2060

Email: atm@allianceg.com

with a copy to:

Thompson Hine LLP

300 Madison Avenue, 27th Floor

New York, NY 10017

Attention: Faith L. Charles

Telephone: (212) 908-3905

Email: faith.charles@thompsonhine.com

and if to the Company, shall be delivered to:

AEye, Inc.

4670 Willow Road, Suite 125

Pleasanton, CA 94588

Attention: General Counsel

Telephone: (925) 400-4366

Email: legal@aeye.ai

with a copy to:

Allen Overy Shearman Sterling US LLP

800 Capitol Street, Suite 2200

Houston, Texas 77002

Attention: Taylor Landry

Telephone: (713) 354-4893

Email: taylor.landry@aoshearman.com

Each party to this Agreement may change such

address for notices by sending to the parties to this Agreement written notice of a new address for such purpose. Each such notice or

other communication shall be deemed given (i) when delivered personally or by email on or before 4:30 p.m., New York City time, on a Business

Day or, if such day is not a Business Day, on the next succeeding Business Day, (ii) on the next Business Day after timely delivery to

a nationally-recognized overnight courier and (iii) on the Business Day actually received if deposited in the U.S. mail (certified or

registered mail, return receipt requested, postage prepaid). For purposes of this Agreement, “Business Day” shall mean

any day on which the Exchange and commercial banks in the City of New York are open for business.

15. Successors and Assigns. This Agreement

shall inure to the benefit of and be binding upon the Company and A.G.P. and their respective successors and permitted assigns, and the

affiliates, controlling persons, officers and directors referred to in Section 11 hereof. References to any of the parties hereto

contained in this Agreement shall be deemed to include the successors and permitted assigns of such party. Nothing in this Agreement,

express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assigns

any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

Neither the Company nor A.G.P. may assign its rights or obligations under this Agreement without the prior written consent of the other

party.

16. Adjustments for Stock Splits. The

parties hereto acknowledge and agree that all share-related numbers contained in this Agreement shall be adjusted to take into account

any share consolidation, stock split, stock dividend, corporate domestication or similar event effected with respect to the Placement

Shares.

17. Entire Agreement; Amendment; Severability.

This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto) constitutes the entire

agreement of the parties hereto with respect to the subject matter hereof and supersedes all other prior and contemporaneous agreements

and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. Neither this Agreement nor

any term hereof may be amended except pursuant to a written instrument executed by the Company and A.G.P. In the event that any one or

more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as

written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent

that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal

or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder

of the terms and provisions hereof shall be in accordance with the intent of the parties hereto as reflected in this Agreement.

18. GOVERNING LAW AND TIME; WAIVER OF JURY

TRIAL. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO THE

PRINCIPLES OF CONFLICTS OF LAWS. SPECIFIED TIMES OF DAY REFER TO EASTERN TIME. THE COMPANY AND A.G.P. EACH HEREBY IRREVOCABLY WAIVES,

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING

TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

19. CONSENT TO JURISDICTION. EACH PARTY

HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF WILMINGTON, DELAWARE,

FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH ANY TRANSACTION CONTEMPLATED HEREBY, AND HEREBY IRREVOCABLY WAIVES,

AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH

COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS

IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION

OR PROCEEDING BY MAILING A COPY THEREOF (CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED) TO SUCH PARTY AT THE ADDRESS IN EFFECT

FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE

THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW.

20. Use of Information. A.G.P. may not

use any information gained in connection with this Agreement and the transactions contemplated by this Agreement, including due diligence,

to advise any party with respect to transactions not expressly approved by the Company.

21. Counterparts. This Agreement may

be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and

the same instrument. Delivery of an executed Agreement by one party to the other may be made by facsimile transmission or email of a .pdf

attachment (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the

Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart

so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

22. Effect of Headings. The section,

Schedule and Exhibit headings herein are for convenience only and shall not affect the construction hereof. References herein to any law,

statute, ordinance, code, regulation, rule or other requirement of any governmental authority, agency or body shall be deemed to refer

to such law, statute, ordinance, code, regulation, rule or other requirement of any such authority, agency or body as amended, reenacted,

supplemented or superseded in whole or in part and in effect from time to time and also to all rules and regulations promulgated thereunder.

23. Permitted Free Writing Prospectuses.

The Company represents, warrants and agrees that, unless it obtains the prior consent of A.G.P. (such consent not to be unreasonably withheld,

conditioned or delayed), and A.G.P. represents, warrants and agrees that, unless it obtains the prior consent of the Company (such consent

not to be unreasonably withheld, conditioned or delayed), it has not made and will not make any offer relating to the Placement Shares

that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as

defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by A.G.P. or by the Company,

as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and

warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,”

as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus,

including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto

agree that all free writing prospectuses, if any, listed in Exhibit 23 hereto are Permitted Free Writing Prospectuses.

24. Absence of Fiduciary Relationship.

The Company acknowledges and agrees that:

a. A.G.P. is acting solely

as agent in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement

and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates,

stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and A.G.P., on the other hand, has

been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not A.G.P. has

advised or is advising the Company on other matters, and A.G.P. has no obligation to the Company with respect to the transactions contemplated

by this Agreement except the obligations expressly set forth in this Agreement;

b. it is capable of evaluating

and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement;

c. A.G.P. has not provided

any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its

own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate;

d. it is aware that A.G.P.

and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and

A.G.P. has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship

or otherwise; and

e. it waives, to the fullest

extent permitted by law, any claims it may have against A.G.P. for breach of fiduciary duty or alleged breach of fiduciary duty in connection

with the sale of Placement Shares under this Agreement and agrees that A.G.P. shall not have any liability (whether direct or indirect,

in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its

behalf or in right of it or the Company, employees or creditors of Company, other than in respect of A.G.P.’s obligations under

this Agreement and to keep information provided by the Company to A.G.P. and its counsel confidential to the extent not otherwise publicly-available.

25. Definitions. As used in this Agreement,

the following terms have the respective meanings set forth below:

“Applicable Time”

means (i) each Representation Date and (ii) the time of each sale of any Placement Shares pursuant to this Agreement.

“Issuer Free Writing

Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433, relating to the Placement Shares

that (1) is required to be filed with the Commission by the Company, (2) is a “road show” that is a “written communication”

within the meaning of Rule 433(d)(8)(i) whether or not required to be filed with the Commission, or (3) is exempt from filing pursuant

to Rule 433(d)(5)(i) because it contains a description of the Placement Shares or of the offering that does not reflect the final terms,

in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the

Company’s records pursuant to Rule 433(g) under the Securities Act.

“Knowledge”

means the actual knowledge of any of the Company’s Chief Executive Officer, its Chief Financial Officer or its General Counsel,

in each case after reasonable inquiry.

“Rule 164,”

“Rule 172,” “Rule 173,” “Rule 405,” “Rule 415,” “Rule

424,” “Rule 424(b),” “Rule 430B,” and “Rule 433” refer to such rules

under the Securities Act.

“SEC Documents”

means (i) all reports, schedules, registrations, forms, statements, information and other documents filed with or furnished to the Commission

by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act during the two years prior to the date hereof, including,

without limitation, the current report on Form 8-K, (ii) the Registration Statement, as the same may be amended from time to time, and

the Prospectus and (iii) all information contained in such filings and all documents and disclosures that have been and heretofore shall

be incorporated by reference therein.

All references in this

Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated”

in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such

financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus,

as the case may be.

All references in this

Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include

the copy filed with the Commission pursuant to EDGAR; all references in this Agreement to any Issuer Free Writing Prospectus (other than

any Issuer Free Writing Prospectuses that, pursuant to Rule 433, are not required to be filed with the Commission) shall be deemed to

include the copy thereof filed with the Commission pursuant to EDGAR; and all references in this Agreement to “supplements”

to the Prospectus shall include, without limitation, any supplements, “wrappers” or similar materials prepared in connection

with any offering, sale or private placement of any Placement Shares by A.G.P. outside of the United States.

If the foregoing correctly

sets forth the understanding between the Company and A.G.P., please so indicate in the space provided below for that purpose, whereupon

this letter shall constitute a binding agreement between the Company and A.G.P.

Very truly yours,

AEYE, INC.

By:

/s/ Matthew Fisch

Name:

Matthew Fisch

Title:

Chief Executive Officer

ACCEPTED as of the date first-above written:

A.G.P./ALLIANCE GLOBAL PARTNERS

By:

/s/ Thomas J. Higgins

Name:

Thomas J. Higgins

Title:

Managing Director

SCHEDULE

AEye,

INC.

FORM

OF PLACEMENT NOTICE

From: AEye, Inc.

To: A.G.P./Alliance Global Partners

Attention: [●]

Subject: At Market Issuance--Placement Notice

Ladies and Gentlemen:

Pursuant to the terms and

subject to the conditions contained in the At Market Issuance Sales Agreement between AEye, Inc., a Delaware corporation (the “Company”),

and A.G.P./Alliance Global Partners (“A.G.P.”), dated as of September 15, 2026, the Company hereby requests that A.G.P.

sell up to [____] shares of the Company’s Common Stock, par value $0.0001 per share, at a minimum market price of $[_____] per share,

during the time period beginning [month, day, time] and ending [month, day, time] [and with no more than [●] Placement Shares sold

in any one Trading Day].

The Company also hereby

authorizes the Agent to sell Placement Shares during Pre- & Post-Market Trading under the parameters listed above or as may be communicated

from time to time:

___ Yes

___ No

[The Company may include

such other sale parameters as it deems appropriate.]

Capitalized terms used

and not defined herein shall have the respective meanings assigned to them in the Sales Agreement.

SCHEDULE

Compensation

A.G.P. shall be paid compensation

up to 3.0% of the gross proceeds from the sales of the Placement Shares pursuant to the terms of this Agreement.

SCHEDULE

Notice Parties

The Company

Conor Tierney

ctierney@aeye.ai

Siraj Husain

shusain@aeye.ai

Nancy Huey

nhuey@aeye.ai

A.G.P.

Alex Yelensky (ayelensky@allianceg.com)

With copies to:

ATMTrading@allianceg.com

SCHEDULE

Organization; No Violation or Default

The following Subsidiary is undergoing

dissolution in its respective jurisdiction and is an exception to Sections 6(f) and 6(h).

- AEye Germany GmbH

EXHIBIT

7(l)

Form of Representation Date Certificate

___________,

20___

This Representation Date

Certificate (this “Certificate”) is executed and delivered in connection with Section 7(1) of the At Market Issuance

Sales Agreement (the “Agreement”), dated as of September 15, 2026, and entered into between AEye, Inc. (the “Company”)

and A.G.P./Alliance Global Partners. All capitalized terms used but not defined herein shall have the meanings given to such terms in

the Agreement.

The Company hereby certifies

as follows:

1. As of the date of this

Certificate (i) the Registration Statement does 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 not misleading and (ii) neither the Registration Statement nor

the Prospectus contains any untrue statement of a material fact or omits 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 and (iii) no event has

occurred as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein not untrue

or misleading for this paragraph 1 to be true.

2. Each of the representations

and warranties of the Company contained in the Agreement were, when originally made, and are, as of the date of this Certificate (unless

such representation or warranty specifies a different date or time, then as of such date or time), true and correct in all material respects.

3. Except as waived by

A.G.P. in writing, each of the covenants required to be performed by the Company in the Agreement on or prior to this Representation Date,

has been duly, timely and fully performed in all material respects and each condition required to be complied with by the Company on or

prior to the date of this Representation Date, has been duly, timely and fully complied with in all material respects.

4. Subsequent to the date

of the most recent financial statements in the Prospectus, and except as described in the Prospectus, including Incorporated Documents,

there has been no Material Adverse Effect.

5. No stop order suspending

the effectiveness of the Registration Statement or of any part thereof has been issued, and no proceedings for that purpose have been

instituted or are pending or threatened by any securities or other governmental authority (including, without limitation, the Commission).

No order suspending the effectiveness of the Registration Statement or the qualification or registration of the Placement Shares under

the securities or Blue Sky laws of any jurisdiction is in effect and no proceeding for such purpose is pending before, or threatened,

to the Company’s Knowledge or in writing by, any securities or other governmental authority (including, without limitation, the

Commission).

The undersigned has executed

this Representation Date Certificate as of the date first written above.

AEYE, INC.

By:_________________________________

Name:

Title: ________________________________

EXHIBIT

Permitted Issuer Free Writing Prospectuses

None.

EX-5.1 — OPINION OF ALLEN OVERY SHEARMAN STERLING US LLP

EX-5.1

Filename: ss6825285_ex0501.htm · Sequence: 3

800 Capitol Street,

Suite 2200

Houston, Texas 77002

+1.713.354.4900

Exhibit 5.1

September 15, 2026

AEye, Inc.

4670 Willow Road, Suite 125

Pleasanton, CA 94588

AEye, Inc.

Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel to AEye, Inc.,

a Delaware corporation (the “Company”), in connection with the preparation and filing by the Company of the Registration

Statement on Form S-3 (Registration No. 333-296038, and such registration statement, including the documents incorporated by reference

therein (the “Registration Statement”)) with the Securities and Exchange Commission (the “Commission”)

under the Securities Act of 1933, as amended (the “Securities Act”) relating to the offering from time to time, pursuant

to Rule 415 under the Securities Act, by the Company of up to $50,000,000 of shares of common stock, par value $0.0001 per share, of the

Company that may be issued and sold pursuant to the At Market Issuance Sales Agreement, dated as of September 15, 2026, by and between

the Company and A.G.P./Alliance Global Partners (the “Sales Agreement,” and such shares, the “Placement Shares”).

In rendering the opinions expressed below,

we have reviewed originals or copies of the following documents (the “Opinion Documents”):

(a)

The Second Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws of the Company, in each case, as amended through the date hereof (the “Governing Documents”);

(b)

The Sales Agreement;

(c)

The Registration Statement;

(d)

The Prospectus Supplement, dated September 15, 2026, filed with the Commission pursuant to Rule 424(b) under the Securities Act; and

(e)

Such other corporate records of the Company, certificates of public officials and of officers of the Company and agreements and other documents as we have deemed necessary as a basis for the opinion expressed below.

In our review of the Opinion Documents, we have

assumed:

(a) The genuineness

of all signatures;

(b) The authenticity

of the originals of the documents submitted to us;

to authentic originals of all documents submitted to us as copies; and

AOSHEARMAN.COM

Allen

Overy Shearman Sterling US LLP is a limited liability partnership organized under the laws

of the State of Delaware. Allen Overy Shearman Sterling US LLP is affiliated with Allen Overy

Shearman Sterling LLP, a limited liability partnership registered in England and Wales with

registered number OC306763 and with its registered office at One Bishops Square, London E1

6AD. It is authorized and regulated by the Solicitors Regulation Authority of England and

Wales (SRA number 401323). The term partner is used to refer to a member of Allen Overy Shearman

Sterling LLP or an employee or consultant with equivalent standing and qualifications. A

list of the members of Allen Overy Shearman Sterling LLP and of the non-members who are designated

as partners is open to inspection at its registered office at One Bishops Square, London

E1 6AD.

(d) As to matters

of fact, the truthfulness of the representations made in the Opinion Documents, and in certificates of public officials and officers of

the Company.

We have also assumed that the Placement Shares,

when issued, will be issued in accordance with and not in violation of any terms and conditions established by the Board of Directors

or any committee thereof in the resolutions adopted by the Board of Directors or any such committee thereof with respect to the issuance

of the Placement Shares (such approvals are referred to hereinafter as the “Corporate Approvals”).

We have not independently

established the validity of the foregoing assumptions.

Based upon the foregoing and upon such other investigation as we have deemed

necessary and subject to the qualifications set forth below, we are of the opinion that the Placement Shares have been duly authorized

for issuance by the Company, and when issued and delivered by the Company pursuant to the Sales Agreement in the manner described in the

Registration Statement and the Prospectus Supplement, and in accordance with the Corporate Approvals, will be validly issued, fully paid

and non-assessable.

This opinion letter is limited to the General

Corporation Law of the State of Delaware and we do not express any opinion herein concerning any other law.

This opinion letter is delivered to you

in connection with the filing of the Registration Statement. This opinion letter may not be relied upon by you for any other purpose without

our prior written consent.

This opinion letter speaks only as of the

date hereof. We expressly disclaim any responsibility to advise you of any development or circumstance of any kind, including any change

of law or fact, that may occur after the date of this opinion letter and which might affect the opinions expressed herein.

We hereby consent to the filing of this

opinion letter as an exhibit to the Registration Statement and to the use of our name therein and in the Prospectus Supplement under the

caption “Legal Matters.” In giving this consent, we do not hereby admit that we come within the category of persons whose

consent is required under Section 7 of the Securities Act, or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ Allen Overy Shearman Sterling US LLP

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