Form 8-K

8-K — CENTRUS ENERGY CORP

Accession: 0001104659-26-107103

Filed: 2026-09-11

Period: 2026-09-09

CIK: 0001065059

SIC: 1400 (MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS))

Item: Entry into a Material Definitive Agreement

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2625019d5_8k.htm (Primary)

EX-1.1 — EXHIBIT 1.1 (tm2625019d5_ex1-1.htm)

EX-4.1 — EXHIBIT 4.1 (tm2625019d5_ex4-1.htm)

EX-4.2 — EXHIBIT 4.2 (tm2625019d5_ex4-2.htm)

EX-5.1 — EXHIBIT 5.1 (tm2625019d5_ex5-1.htm)

EX-99.1 — EXHIBIT 99.1 (tm2625019d5_ex99-1.htm)

EX-99.2 — EXHIBIT 99.2 (tm2625019d5_ex99-2.htm)

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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 9, 2026

Centrus

Energy Corp.

(Exact name of registrant as specified

in its charter)

Delaware

1-14287

52-2107911

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

6901 Rockledge Drive, Suite 800

Bethesda, MD 20817

(301) 564-3200

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

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

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

Class A Common Stock, par value $0.10 per share

LEU

NYSE

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 9, 2026, Centrus Energy

Corp. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) by and between the

Company and Guggenheim Securities, LLC, as representative (the “Representative”) of the underwriters listed in Schedule I

thereto (the “Underwriters”), providing for the offer and sale of (i) 500,000 shares (the “Shares”) of the Company’s

Class A common stock, par value $0.10 per share (the “Common Stock”), (ii) pre-funded warrants to provide for the purchase,

upon exercise, of up to 2,005,513 shares of Common Stock (the “Pre-Funded Warrants”) and (iii) common warrants to provide

for the purchase, upon exercise, of up to 6,992,382 shares of Common Stock (the “Common Warrants” and, together with the Pre-Funded

Warrants, the “Warrants”). The shares of Common Stock, the Common Warrants and the Pre-Funded Warrants are issued separately

and not as a unit.

The Pre-Funded Warrants are exercisable

immediately upon issuance and from time to time thereafter through and including the twenty five-year anniversary of the initial issuance

date. Each Pre-Funded Warrant is exercisable at an exercise price of $0.10 per share (the “Pre-Funded Warrant Exercise Price”).

The Common Warrants are exercisable immediately upon issuance and from time to time thereafter until the expiration date of the applicable

tranche. The exercise prices for the four series of Common Warrants equal $226.8625 per share, $272.2350 per share, $317.6075 per share

and $362.9800 per share, respectively (each, a “Common Warrant Exercise Price”).

The Common Warrant Exercise Price and

the number of shares of Common Stock issuable upon exercise of the Common Warrants are subject to appropriate adjustment in the event

of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the shares

of Common Stock, as well as upon any distribution of assets, including cash, stock or other property, or upon the grant of purchase rights,

to holders of the Common Stock.

The Pre-Funded Warrant Exercise Price

and the number of shares of Common Stock issuable upon exercise of the Pre-Funded Warrants are subject to appropriate adjustment in the

event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the

shares of Common Stock. The holders of Pre-Funded Warrants have the right to participate on a fully as-exercised basis, without regard

to any limitations on exercise, in certain distributions to the holders of Common Stock.

A holder will not have the right to

exercise any portion of the Warrants if the holder (together with its Attribution Parties (as defined therein)) would beneficially own

in excess of 4.99% (which amount may be increased (not in excess of 9.99%), upon at least 61 days’ prior notice to the Company,

or decreased by the holder from time to time pursuant to and in accordance with the Warrants) of the total number of issued and outstanding

shares of Common Stock immediately after giving effect to such exercise.

Under the Common Warrants, the Company may elect to require cashless

exercise on each six-month anniversary of the Issuance Date (as defined in the Common Warrants), such election being irrevocable by the

Company for the corresponding Election Period (as defined in the Common Warrants).

Under the Common Warrants, upon consummation

of each Assumption Transaction (as defined in the Common Warrants), the holder would be entitled to receive shares of common stock (or

its equivalent) of the Successor Entity (as defined in the Common Warrants) or such other securities, cash, assets or other property,

as applicable, which the holder would have been entitled to receive upon the happening of such Assumption Transaction had a Common Warrant

been exercised immediately prior to such Assumption Transaction (without regard to any limitations on the exercise of a Common Warrant),

as adjusted in accordance with the provisions of the Common Warrants. The successor entity in any Assumption Transaction must assume the

Common Warrant obligation pursuant to written agreements satisfactory to qualifying Initial Holders (as defined in the Common Warrants).

Notwithstanding the foregoing, at the request of a holder delivered at any time commencing on the earliest to occur of the public disclosure

of a Change of Control (as defined in the Common Warrants), the consummation of a Change of Control and the holder first becoming aware

of a Change of Control through the date that is 60 days after the public disclosure of the consummation of such Change of Control by the

Company pursuant to a Current Report on Form 8-K filed with the SEC, the Common Warrants provide that the Company or the Successor Entity

(as the case may be) shall purchase the Common Warrants from the holder on the date of such request by paying to the holder cash in an

amount equal to the Black Scholes Value (as defined in the Common Warrants); provided, however, that if the Change of Control is not within

the Company's control, including not approved by the Company's Board of Directors, the holder shall only be entitled to receive from the

Company or any Subject Entity (as defined in the Common Warrants) the same type or form of consideration (and in the same proportion),

at the Black Scholes Value of the unexercised portion of the Common Warrant, that is being offered and paid to the holders of Common Stock

of the Company in connection with the Change of Control, whether that consideration be in the form of cash, stock or any combination thereof,

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

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

such Change of Control, such holders of Common Stock will be deemed to have received common stock of the Subject Entity in such Change

of Control. Payment of such cash or delivery of such other consideration, as applicable, shall be made by the Company (or at the Company's

direction) to the holder on or prior to the later of (x) the second Trading Day after the date of such request and (y) the date of consummation

of such Change of Control.

Under the Pre-Funded Warrants, upon

consummation of each Assumption Transaction (as defined in the Pre-Funded Warrants), the holder would be entitled to receive shares of

common stock (or its equivalent) of the Successor Entity (as defined in the Pre-Funded Warrants) or such other securities, cash, assets

or other property, as applicable, which the holder would have been entitled to receive upon the happening of such Assumption Transaction

had a Pre-Funded Warrant been exercised immediately prior to such Assumption Transaction (without regard to any limitations on the exercise

of a Pre-Funded Warrant), as adjusted in accordance with the provisions of the Pre-Funded Warrants. The successor entity in any Assumption

Transaction must assume the Pre-Funded Warrant obligation pursuant to written agreements satisfactory to qualifying Initial Holders (as

defined in the Pre-Funded Warrants).

Except as may otherwise be provided

in a Warrant, the holder of a Warrant, solely in its capacity as holder of a Warrant, does not have the rights of a holder of shares of

Common Stock, including any voting rights, prior to the issuance to the holder of the warrant shares which it is then entitled to receive

upon the due exercise of a Warrant.

On September 11, 2026, the Company

entered into a warrant agent agreement with U.S. Bank Trust Company, National Association, which will act as warrant agent for the Company

in connection with the Pre-Funded Warrants and the Common Warrants issued and sold in the offering.

The foregoing descriptions of the Underwriting

Agreement and the Warrants are not complete and are qualified in their entirety by reference to the full text of the Underwriting Agreement,

the Form of Common Warrant and the Form of Pre-Funded Warrant, copies of which are filed as Exhibits 1.1, 4.1 and 4.2, respectively, to

this Current Report on Form 8-K and are incorporated herein by reference.

A copy of the opinion of O’Melveny

& Myers LLP relating to the validity of the securities issued in the offering is filed herewith as Exhibit 5.1.

Item 7.01 Regulation FD Disclosure.

On September 9, 2026, the Company issued

a press release announcing the commencement of the underwritten offering and sale of Common Stock, Pre-Funded Warrants, and Common Warrants.

A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein.

On September 9, 2026, the Company issued

a press release announcing the pricing of the underwritten offering and sale of Common Stock, Pre-Funded Warrants, and Common Warrants.

A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is hereby incorporated by reference herein.

The information furnished pursuant to this Item 7.01, including Exhibits

99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the

“Exchange Act”), or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by

reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly

set forth by specific reference in such filing.

Item 8.01 Other Events.

The Company regularly evaluates potential

strategic transactions that could enhance the Company’s supply chain capabilities and increase vertical integration. As part of

these efforts, the Company is currently engaged in advanced discussions regarding the potential acquisition of an existing domestic manufacturing

supplier. The anticipated purchase price is in the range of approximately $115 million to $125 million, and the target company generated

approximately $160 million of revenue for the year ended December 31, 2025.

The Company has not entered into a

definitive agreement with respect to this potential transaction. Any such acquisition remains subject to, among other things, the negotiation

and execution of definitive documentation, completion of satisfactory due diligence, receipt of any required approvals, satisfaction of

closing conditions, and approval by the Company’s board of directors.

There can be no assurance that a definitive

agreement will be executed or that any transaction will be consummated on the terms currently contemplated, or at all.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

1.1

Underwriting Agreement, dated September 9, 2026, by and between the Company and Guggenheim Securities, LLC, as representative of the Underwriters listed in Schedule I thereto.

4.1

Form of Common Warrant, issued September 11, 2026.

4.2

Form of Pre-Funded Warrant, issued September 11, 2026.

5.1

Opinion of O’Melveny & Myers LLP

23.1

Consent of O’Melveny & Myers LLP (contained in Exhibit 5.1)

99.1

Launch Press Release, dated September 9, 2026

99.2

Pricing Press Release, dated September 9, 2026

104

Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934,

as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Centrus Energy Corp.

Date:

September 11, 2026

By:

/s/ Todd M. Tinelli

Todd M. Tinelli

Senior Vice President, Chief Financial Officer, and Treasurer

EX-1.1 — EXHIBIT 1.1

EX-1.1

Filename: tm2625019d5_ex1-1.htm · Sequence: 2

EXHIBIT 1.1

CENTRUS ENERGY CORP.

UNDERWRITING AGREEMENT

500,000 Shares of Class A Common Stock

Pre-Funded Warrants to Purchase up to 2,005,513

Shares of Class A Common Stock

Common Warrants to Purchase up to 6,992,382

Shares of Class A Common Stock

September 9,

2026

Guggenheim Securities, LLC

330 Madison Avenue

New York, NY 10017

As the Representative of the

Several Underwriters Named on ‎Schedule I hereto

Ladies and Gentlemen:

Centrus

Energy Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein,

to issue and sell to the underwriters named in ‎Schedule I hereto (the “Underwriters,” or each, an “Underwriter”),

for whom Guggenheim Securities, LLC is acting as the representative (the “Representative”), an aggregate of (i) 500,000

authorized but unissued shares (the “Shares”) of Class A common stock, par value $0.10 per share, of the Company

(the “Common Stock”), (ii) pre-funded warrants to purchase up to 2,005,513

shares of Common Stock (the “Pre-Funded Warrants”) and (iii) common warrants to purchase up to 6,992,382

shares of Common Stock (the “Common Warrants” and together with the Pre-Funded Warrants, the “Warrants”).

The respective amounts of the Securities (as defined below) to be purchased by each of the several Underwriters are set forth opposite

their names on ‎Schedule I hereto. The aggregate number of shares of Common Stock issuable upon exercise of the Pre-Funded

Warrants is hereinafter referred to as the “Pre-Funded Warrant Shares,” and the aggregate number of shares of Common

Stock issuable upon exercise of the Common Warrants is hereinafter referred to as the “Common Warrant Shares.” The

Pre-Funded Warrant Shares and the Common Warrant Shares are collectively hereinafter referred to as the “Warrant Shares.”

The Shares, the Warrants and the Warrant Shares are collectively called the “Securities.”

The terms of the Pre-Funded

Warrants and the Common Warrants are set forth in the Prospectus (as defined below). U.S. Bank Trust Company, National Association has

been appointed to serve as warrant agent (the “Warrant Agent”) under the Pre-Funded Warrants and the Common Warrants

pursuant to a warrant agent agreement between the Company and the Warrant Agent, to be dated the Closing Date (as defined below) (the

“Warrant Agent Agreement”).

The Company and the Underwriters

hereby confirm their agreement with respect to the sale of the Securities by the Company to the Underwriters as follows:

Section 1.        Registration

Statement and Prospectus.

The Company has prepared and

filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3

(File No. 333-291305) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and

regulations (the “Rules and Regulations”) of the Commission thereunder relating to the Securities and such amendments

to such registration statement (including post effective amendments) as may have been required to the date of this Underwriting Agreement

(the “Agreement”). Such registration statement, as amended (including any post effective amendments), became effective

upon filing with the Commission pursuant to Rule 462(e) under the Securities Act. Such registration statement, together with

the amendments thereto prior to the date of this Agreement, including the information (if any) deemed to be a part of, or incorporated

by reference into, the registration statement at the time of effectiveness of such registration statement pursuant to Item 12 of Form S-3

under the Securities Act or by Rule 430B under the Securities Act (“Rule 430B Information”), is hereinafter

referred to as the “Registration Statement” and the related base prospectus, dated November 6, 2025, included

in the Registration Statement at the time the Registration Statement first became effective is hereinafter called the “Base Prospectus.”

If the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the

“Rule 462 Registration Statement”), then from and after the date and time of filing of the Rule 462 Registration

Statement, any reference herein to the term Registration Statement shall include such Rule 462 Registration Statement.

The Company is filing with

the Commission pursuant to Rule 430B and Rule 424 under the Securities Act a final prospectus supplement to the Base Prospectus

relating to the Securities and the offering thereof after the execution and delivery of this Agreement. Such final prospectus supplement

as filed, along with the Base Prospectus, is hereinafter called the “Final Prospectus.” The term “Preliminary

Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement to the Base Prospectus that describes

the Securities and the offering thereof, that omitted the Rule 430B Information and that was used prior to the filing of the Final

Prospectus, filed with the Commission pursuant to Rule 424 of the Rules and Regulations, in the form provided to the Underwriters

by the Company for use in connection with the offering of the Securities. Such Final Prospectus and any Preliminary Prospectus in the

form in which they shall be filed with the Commission pursuant to Rule 424(b) under the Securities Act (including the Base Prospectus

as so supplemented) is hereinafter called a “Prospectus.” For purposes of this Agreement, all references to the Registration

Statement, Rule 462 Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Final Prospectus or any amendment

or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering,

Analysis and Retrieval System or any successor system thereto (“EDGAR”). References made herein to the Base Prospectus,

any Preliminary Prospectus or to the Final Prospectus shall be deemed to include any documents incorporated by reference therein pursuant

to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. Any reference to any amendment or supplement to

the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to include any document

filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and which is deemed to be incorporated

by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof. The term “Effective Date”

shall mean each date that the Registration Statement and any post-effective amendment or amendments thereto became or become effective.

The Commission has not notified

the Company of any objection to the use of the form of Registration Statement or any post-effective amendment thereto.

Section 2.        Representations

and Warranties of the Company Regarding the Offering.

(a)            The

Company represents and warrants to, and agrees with, the several Underwriters, as of the date hereof and as of the Closing Date, as follows:

(i)           Accurate

Disclosure. At the Effective Date, at the date hereof and at the Closing Date, the Registration Statement and any post-effective amendment

thereto when filed complied or will comply in all material respects with the requirements of the Securities Act and the Rules and

Regulations. The Registration Statement did not and does not contain any untrue statement of a material fact or omit to state a material

fact required to be stated therein or necessary to make the statements therein not misleading. The Time of Sale Disclosure Package (as

defined below) as of 7:30 P.M. (Eastern time) (the “Applicable Time”), did not and does not contain an untrue

statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances

under which they were made, not misleading. The Final Prospectus, as amended or supplemented, as of its date, at the time of filing pursuant

to Rule 424(b) under the Securities Act and at the Closing Date, did not, does not and will not contain any untrue statement

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

light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the three immediately

preceding sentences shall not apply to statements in or omissions from the Registration Statement, the Time of Sale Disclosure Package

or any Prospectus in reliance upon, and in conformity with, written information furnished to the Company by any Underwriter or by the

Representative on behalf of any Underwriter specifically for use in the preparation thereof, which written information is described in

Section 7(f). The Registration Statement contains all exhibits and schedules required to be filed by the Securities Act or the Rules and

Regulations. No order preventing or suspending the effectiveness or use of the Registration Statement or any Prospectus is in effect and

no proceedings for such purpose have been instituted or are pending, or, to the knowledge of the Company, are contemplated or threatened

by the Commission.

(ii)          Marketing

Materials. The Company has not distributed any prospectus or other offering material in connection with the offering and sale of the

Securities other than any Preliminary Prospectus, the Time of Sale Disclosure Package, the Final Prospectus and the roadshow or investor

presentations delivered to and approved by the Representative for use in connection with the marketing of the offering of the Securities

(the “Marketing Materials”).

(iii)          Issuer

Free Writing Prospectus. When taken together with the rest of the Time of Sale Disclosure Package or the Final Prospectus, no Issuer

Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Securities,

or until any earlier date that the Company notified or notifies the Underwriter as described in ‎Section 5(a)(iv)(B), has, does

or will include any untrue statement of a material fact or omission to state any material fact necessary in order to make the statements

therein, in the light of the circumstances under which they were made, not misleading; and no Issuer Free Writing Prospectus, as of its

issue date and at all subsequent times through the completion of the public offer and sale of the Securities, or until any earlier date

that the Company notified or notifies the Underwriter as described in ‎Section 5(a)(iv)(B), has, does or will include information

that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Final Prospectus. The

representations and warranties set forth in the immediately preceding sentence shall not apply to statements in or omissions from the

Time of Sale Disclosure Package, the Final Prospectus or any Issuer Free Writing Prospectus in reliance upon, and in conformity with,

written information furnished to the Company by any Underwriter or by the Representative on behalf of any Underwriter specifically for

use in the preparation thereof, which written information is described in Section 7(f). As used in this paragraph and elsewhere in

this Agreement:

(A)          “Time

of Sale Disclosure Package” means the Base Prospectus, the Prospectus most recently filed with the Commission before the time

of this Agreement, including any preliminary prospectus supplement deemed to be a part thereof, each Issuer Free Writing Prospectus and

the description of the transaction provided by the Underwriters included on ‎Schedule II.

(B)           “Issuer

Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 under the Securities

Act, relating to the Securities that (A) is required to be filed with the Commission by the Company, or (B) is exempt from filing

pursuant to Rule 433(d)(5)(i) or (d)(8) under the Securities Act, 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.

(1)            At

the time of filing of the Registration Statement and at the date hereof, the Company was not and is not an “ineligible issuer,”

as defined in Rule 405 under the Securities Act or an “excluded issuer” as defined in Rule 164 under the Securities

Act.

(2)            Each

Issuer Free Writing Prospectus listed on ‎Schedule III satisfied, as of its issue date and at all subsequent times through

the Prospectus Delivery Period (as defined below), all other conditions as may be applicable to its use as set forth in Rules 164

and 433 under the Securities Act, including any legend, record-keeping or other requirements.

(iv)          Financial

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

the Time of Sale Disclosure Package and the Final Prospectus, together with the related notes and schedules, present fairly, in all material

respects, the consolidated financial position of the Company and its consolidated subsidiaries as of the dates indicated and the consolidated

results of operations, cash flows and changes in stockholders’ equity of the Company and its consolidated subsidiaries for the periods

specified (subject, in the case of unaudited statements, to normal year-end audit adjustments) and have been prepared in all material

respects 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) for such

adjustments to accounting standards and practices as are noted therein and (ii) in the case of unaudited interim statements, to

the extent they may exclude footnotes or may be condensed or summary statements) during the periods involved; the other financial and

statistical data with respect to the Company and its consolidated subsidiaries contained or incorporated by reference in the Registration

Statement, the Time of Sale Disclosure Package and the Final Prospectus, are, in all material respects, 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, the Time of Sale

Disclosure Package or the Final Prospectus that are not included or incorporated by reference as required; the Company and its subsidiaries,

on a consolidated basis, do not have any material liabilities or obligations, direct or contingent (including any off balance sheet obligations),

not described in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus which are required to be described

in the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus.

(v)           Independent

Accountants. Deloitte & Touche LLP, who have certified certain financial statements of the Company and its consolidated

subsidiaries and whose report appears in the Prospectus and the Time of Sale Disclosure Package or is incorporated by reference therein,

are independent public accountants as required by the Securities Act and the Rules and Regulations.

(vi)          Accounting

Controls. The Company maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) of

the Exchange Act) that complies with the requirements of the Exchange Act and that has been designed by, or under the supervision of,

the Company’s principal executive and principal financial officers, to provide reasonable assurance regarding the reliability of

financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company maintains internal

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

general or specific authorization, (ii) transactions are recorded as necessary to permit preparation of the Company’s financial

statements in conformity with accounting principles generally accepted in the United States and to maintain accountability for its assets,

(iii) access to the Company’s assets is permitted only in accordance with management’s general or specific authorization,

(iv) the recorded accountability for the Company’s assets is compared with existing assets at reasonable intervals and appropriate

action is taken with respect to any differences and (v) the interactive data in eXtensible Business Reporting Language included

or incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus fairly present

the information called for in all material respects and are prepared in accordance with the Commission's rules and guidelines applicable

thereto. As of the date of the most recent balance sheet of the Company and its consolidated subsidiaries reviewed or audited by Deloitte &

Touche LLP and the audit committee of the board of directors of the Company, there were no material weaknesses in the Company’s

internal controls and there has been no change in the Company’s internal control over financial reporting that has materially affected,

or is reasonably likely to materially affect, the Company’s internal control over financial reporting (other than as set forth in

the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus).

(vii)         Disclosure

Controls. (i) The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under

the Exchange Act), (ii) such disclosure controls and procedures are designed to ensure that the information required to be disclosed

by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to management of the Company,

including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required

disclosure to be made and (iii) such disclosure controls and procedures are effective in all material respects to perform the functions

for which they were established.

(viii)        Forward-Looking

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

of the Exchange Act) included or incorporated by reference in any of the Registration Statement, the Time of Sale Disclosure Package,

the Final Prospectus or the Marketing Materials has been made or reaffirmed without a reasonable basis or has been disclosed other than

in good faith.

(ix)           Statistical

and Marketing-Related Data.  Any statistical and market-related data included in the Registration Statement, the Time of Sale

Disclosure Package or the Final Prospectus, or included in the Marketing Materials are based on or derived from sources that the Company

believes, after reasonable inquiry, to be reliable and accurate in all material respects and, to the extent required, the Company has

obtained the written consent to the use of such data from such sources.

(x)            Absence

of Manipulation. Neither the Company nor any of its subsidiaries, nor, to the knowledge of the Company, any of their respective directors,

officers or controlling persons has taken, directly or indirectly, any action designed to constitute, 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 in connection with the offering of the Securities.

(xi)            Investment

Company Act. The Company is not required, and after giving effect to the offering and sale of the Securities and the application of

the proceeds therefrom as described under “Use of Proceeds” in the Time of Sale Disclosure Package and the Final Prospectus,

including any cash exercise of the Warrants, will not 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.

Section 3.       Representations

and Warranties Regarding the Company.

(a)            The

Company represents and warrants to, and agrees with, the several Underwriters, as of the date hereof and as of the Closing Date, as follows:

(i)            Good

Standing. The Company and any subsidiary 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”), have

been duly incorporated, formed, or organized, as applicable, validly existing and in good standing under the laws of their respective

jurisdictions of incorporation, formation, or organization, as applicable. The Company and the Subsidiaries are duly licensed or qualified

as a foreign corporation for the 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, the Time of Sale Disclosure Package and the Final 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 its subsidiaries taken as a whole, or prevent the consummation of the transactions contemplated hereby

(a “Material Adverse Effect”). 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 preemptive and similar rights.

(ii)           Well-Known

Seasoned Issuer. Since the time of the initial filing of the Registration Statement the Company has been, and continues to be, a “well-known

seasoned issuer” (as defined in Rule 405) eligible to use Form S-3 for the offering of the Securities. 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 the Securities. The Registration Statement is an “automatic shelf

registration statement” (as defined in Rule 405).

(iii)          Actively-Traded

Security. The Common Stock is an “actively-traded security” exempted from the requirements of Rule 101 of Regulation

M under the Exchange Act by subsection (c)(1) of such rule.

(iv)          Authorization.

The Company has full legal right, power and authority to enter into this Agreement and the Warrant Agent Agreement and perform the transactions

contemplated hereby and thereby, including the issuance of the Shares, the Common Warrants, the Pre-Funded Warrants and any Warrant Shares.

Each of this Agreement and the Warrant Agent Agreement has been duly authorized by the Company, and when executed and delivered by the

Company, and assuming the due authorization, execution and delivery by the other parties hereto, will constitute the valid, legal and

binding obligation of the Company, enforceable against the Company in accordance with its terms, except as rights to indemnity hereunder

may be limited by federal or state securities laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization

or similar laws affecting the rights of creditors generally and subject to general principles of equity.

(v)           (i) The

Shares to be issued and sold by the Company hereunder have been duly authorized by the Company and, when issued and delivered and paid

for as provided herein, will be duly and validly issued, will be fully paid and nonassessable and will conform to the descriptions thereof

in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, (ii) the Pre-Funded Warrants and the

Common Warrants have been duly authorized by the Company, and, when executed and delivered by the Company, will be validly issued and

constitute valid, legal and binding obligations of the Company, enforceable against the Company in accordance with their terms, except

as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally

and subject to general principles of equity, and will conform to the descriptions thereof in the Registration Statement, the Time of Sale

Disclosure Package and the Final Prospectus, (iii) the Warrant Shares to be issued by the Company upon exercise of the Pre-Funded

Warrants and the Common Warrants have been duly and validly authorized and reserved for issuance upon exercise of the Pre-Funded Warrants

and the Common Warrants in a number sufficient to meet the current exercise requirements and, when issued and delivered upon exercise

pursuant to the terms of the Pre-Funded Warrants and the Common Warrants, the Warrant Shares will be duly and validly issued, fully paid

and non-assessable and will conform to the descriptions thereof in the Registration Statement, the Time of Sale Disclosure Package and

the Final Prospectus; and (iv) issuance of the Securities is not, and the issuance of the Warrant Shares will not be, subject to

any preemptive or similar rights to subscribe for or purchase the Securities or the Warrant Shares that have not been duly and validly

waived or satisfied.

(vi)          No

Conflicts. Neither the execution, delivery and performance of this Agreement, the Warrant Agent Agreement, the Pre-Funded Warrants

and the Common Warrants by the Company nor the consummation of any of the transactions contemplated hereby (including, without limitation,

the issuance and sale by the Company of the Shares, the Pre-Funded Warrants and the Common Warrants) 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 pursuant to the terms

of any contract or other agreement to which the Company may be bound or to which any of the property or assets of the Company is subject,

except (i) such conflicts, breaches or defaults as may have been waived and (ii) such conflicts, breaches and defaults that

would not reasonably be expected to have a Material Adverse Effect; nor will such action result (x) in any violation of any of the

provisions of the organizational or governing documents of the Company, or (y) in any violation of the provisions of any statute

or any order, rule or regulation applicable to the Company or of any court or of any federal, state or other regulatory authority

or other government body having jurisdiction over the Company, except in the case of clause (y) where such violation would not reasonably

be expected to have a Material Adverse Effect.

(vii)         Consents.

No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental agency or body

having jurisdiction over the Company or any of its subsidiaries or any of their properties or assets is required for the issue and sale

of the Shares, the Pre-Funded Warrants and the Common Warrants by the Company, the issuance of Warrant Shares upon exercise of the Pre-Funded

Warrants and the Common Warrants in accordance with their terms, the execution, delivery and performance of this Agreement, the Warrant

Agent Agreement, the Pre-Funded Warrants and the Common Warrants by the Company, the consummation of the transactions contemplated hereby,

the application of the proceeds from the sale of the Securities as described under “Use of Proceeds” in the Time of Sale Disclosure

Package and the Final Prospectus, except (i) for the registration of the Securities under the Securities Act and such consents,

approvals, authorizations, orders, filings, registrations or qualifications as may be required under the Exchange Act and applicable state

or foreign securities laws and/or the bylaws and rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”)

or the NYSE or such other exchange on which the Common Stock is then listed or quoted in connection with the issuance and sale of the

Securities and (ii) as have been previously obtained by the Company or the absence of which would not, individually or in the aggregate,

reasonably be expected to have a Material Adverse Effect.

(viii)        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, the Time of Sale Disclosure Package and the Final Prospectus and except for rights pursuant

to the Section 382 Rights Agreement between the Company and Computershare Trust Company, N.A. and Computershare Inc., as rights agent,

as amended from time to time (the “Rights Plan”), 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, the

Time of Sale Disclosure Package and the Final Prospectus as of the dates referred to therein (other than (i) the grant of additional

options or other equity awards under the Company’s existing stock option plans or equity incentive plans, (ii) changes in the

number of outstanding Common Stock of the Company due to the issuance of shares upon the exercise or conversion of securities exercisable

for, or convertible into, Common Stock, including the issuance of Common Stock upon conversion of the Company’s 2.25% Convertible

Senior Notes due 2030 and 0.00% Convertible Senior Notes due 2032, or upon the vesting, exercise or settlement of equity awards under

the Company’s equity incentive plans or due to the sale of shares of Common Stock in connection with any employee stock purchase

plan of the Company whether now in effect or hereafter implemented, (iii) as a result of the issuance of the Securities or the issuance

of any Warrant Shares upon exercise of the Warrants in accordance with their terms, or (iv) any repurchases of capital stock of the

Company) and such authorized capital stock conforms in all material respects to the description thereof set forth in the Registration

Statement, the Time of Sale Disclosure Package and the Final Prospectus. The descriptions of the Securities in the Registration Statement,

the Time of Sale Disclosure Package and the Final Prospectus are complete and accurate in all material respects. Except as disclosed in

or contemplated by the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus or for the issuances of options

or restricted stock in the ordinary course of business, 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.

(ix)           No

Preferential Rights. (i) No person, as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities

Act (in this paragraph, 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, the vesting of restricted stock units or restricted shares of Common Stock, the conversion

of convertible securities, including the conversion of the Company’s 2.25% Convertible Senior Notes due 2030 and 0.00% Convertible

Senior Notes due 2032, or upon the exercise of options or other equity awards that may be granted from time to time under the Company’s

stock option or equity incentive plan or upon the sale of Common Stock in connection with any employee stock purchase plan of the Company

whether now in effect or hereafter implemented), (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 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 as a financial advisor to the Company in connection with the offer and

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

Securities Act any Common Stock or shares of any other capital stock or other securities of the Company; except in each case for (1) rights

pursuant to the Rights Plan, and (2) such rights as have been waived on or prior to the date hereof.

(x)            Taxes.

The Company and its subsidiaries have filed all federal, state, local and foreign tax returns which have been required to be filed and

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

faith, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed

in or contemplated by the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus, no tax deficiency has been

determined adversely to the Company or any of its subsidiaries which has had, or would reasonably be expected to 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 reasonably be expected to have a Material Adverse Effect.

(xi)           Material

Change. Except as contemplated in the Time of Sale Disclosure Package and in the Final Prospectus, since the date of the latest audited

financial statements included or incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package or the Final

Prospectus, neither the Company nor any of its subsidiaries has (i) sustained any loss or interference in its business from fire,

explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order

or decree (whether domestic or foreign), (ii) issued or granted any securities, (iii) incurred any material liability or obligation,

direct or contingent, other than liabilities and obligations that were incurred in the ordinary course of business, (iv) entered

into any material transaction not in the ordinary course of business, or (v) declared or paid any dividend on its capital stock,

and since such date, there has not been any change in the capital stock or long-term debt of the Company or any of its subsidiaries or

any adverse change, or any development involving a prospective adverse change, in or affecting the condition (financial or otherwise),

results of operations, stockholders’ equity, properties, management, business or prospects of the Company and its subsidiaries taken

as a whole, in each case except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

(xii)          Absence

of Proceedings. There are no legal or governmental proceedings pending, or to the Company’s knowledge, threatened to which the

Company or any of its subsidiaries is a party or to which any of the properties or assets of the Company or any of its subsidiaries is

subject (i) other than proceedings accurately described in all material respects in the Registration Statement, the Time of Sale

Disclosure Package and the Final Prospectus and proceedings that would not reasonably be expected to have a Material Adverse Effect on

the Company and its subsidiaries, taken as a whole, or on the power or ability of the Company to perform its obligations under this Agreement,

the Warrant Agent Agreement, the Pre-Funded Warrants or the Common Warrants or to consummate the transactions contemplated by the Final

Prospectus or (ii) that are required to be described in the Registration Statement, the Time of Sale Disclosure Package or the Final

Prospectus and are not so described.

(xiii)         Permits.

The Company and its subsidiaries possess or 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 currently conducted, as described in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus (the

“Permits”), except where the failure to possess, obtain or make the same would not, individually or in the aggregate,

reasonably be expected to have a Material Adverse Effect. The Company and each of its subsidiaries have fulfilled and performed all of

their respective obligations with respect to the Permits, and are operating in compliance with such Permits, and no event has occurred

that allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other impairment of the

rights of the holder of any such Permits, except where the failure to fulfill and perform all of their respective obligations or operate

in compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Neither the Company

nor any of its subsidiaries has received 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 revocation, modification, or failure to

obtain any such renewal would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(xiv)        Good

Title. The Company and its subsidiaries have good and valid title to all personal property described in the Registration Statement,

the Time of Sale Disclosure Package and the Final 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 of such property by the Company and its subsidiaries or (ii) would not, individually or in the aggregate, reasonably

be expected to have a Material Adverse Effect. Any real property described in the Registration Statement, the Time of Sale Disclosure

Package and the Final Prospectus as being leased by the Company and its subsidiaries is held by them under valid, existing and enforceable

leases, except those that (A) do not materially interfere with the use made or proposed to be made of such property by the Company

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

(xv)         Intellectual

Property. The Company and its subsidiaries own or possess adequate enforceable rights to use, or can acquire on reasonable terms ownership

or adequate enforceable 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, the “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, reasonably be expected to have a Material Adverse Effect. The Company and its subsidiaries

are not aware of any pending, or received written notice of, any claim of infringement or conflict with asserted Intellectual Property

rights of others, which infringement or conflict would reasonably be expected to result in a Material Adverse Effect. There are no pending,

or to the Company’s knowledge, threatened judicial proceedings or interference proceedings against the Company or any of its subsidiaries,

challenging the Company’s or any subsidiary’s rights in or to or the validity or the scope of any of the Company’s or

its subsidiaries’ material patents, patent applications or proprietary information, except for such right or claim that would not,

individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; to the Company’s knowledge, no

other entity or individual has any right or claim in any of the Company’s or any subsidiary’s material patents, patent applications

or any patent to be issued therefrom by virtue of any contract, license or other agreement entered into between such entity or individual

and the Company or any of its subsidiaries or by any non-contractual obligation, other than by written licenses granted by the Company

or any of its subsidiaries, except for such right or claim that would not, individually or in the aggregate, reasonably be expected to

have a Material Adverse Effect.

(xvi)        Employment

Matters. 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 reasonably be expected to result in a Material Adverse Effect.

(xvii)       Compliance

with Employment Laws. Neither the Company nor any subsidiary is in violation of or has received written notice of any violation with

respect to any federal or state law relating to discrimination in the hiring, promotion or pay of employees, nor any applicable federal

or state wage and hour laws, nor any state law precluding the denial of credit due to the neighborhood in which a property is situated,

the violation of any of which could reasonably be expected to have a Material Adverse Effect.

(xviii)      ERISA

Compliance. 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 its 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 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,

Section 430 of the Code is and has been satisfied, the plan is not in “at risk” status for purposes of Section 430

of the Code, no waiver of any minimum funding standard or any extension of any amortization period has been requested or granted, 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

(i), (ii) and (iii) above, as would not reasonably be expected to have a Material Adverse Effect.

(xix)         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.

(xx)          Environmental

Matters. The Company and each of its subsidiaries (i) are in compliance with all applicable federal, state, local and foreign

laws, rules, regulations, decisions and orders relating to the protection of the environment (including natural resources), hazardous

or toxic substances or wastes, pollutants or contaminants (“Hazardous Substances”), or human health and safety (as

they relate to exposure to Hazardous Substances) (collectively, “Environmental Laws”), (ii) have obtained 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, the Time of Sale Disclosure Package and the Final Prospectus; and (iii) have

not received written notice of any actual or potential liability (including for the investigation or remediation of any disposal or release

of Hazardous Substances) under Environmental Laws, except, in the case of any of clauses (i), (ii) or (iii) above, for any

such failure to comply, failure to obtain required permits, licenses, or other approvals or liability as would not reasonably be expected

to have, individually or in the aggregate, a Material Adverse Effect. Except as described in the Registration Statement, the Time of Sale

Disclosure Package and the Final Prospectus, (A) there are no proceedings that are pending, or to the knowledge of the Company,

threatened or contemplated, against the Company or any of its subsidiaries under Environmental Laws in which a governmental authority

is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $300,000 or more will

be imposed and (B) the Company and its subsidiaries are not aware of any issues regarding compliance with Environmental Laws, including

any pending or proposed Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning Hazardous Substances

that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the capital expenditures, earnings

or competitive position of the Company and its subsidiaries.

(xxi)         SOX

Compliance. The Company is in compliance in all material respects with all applicable provisions of the Sarbanes-Oxley Act of 2002

and all rules and regulations promulgated thereunder.

(xxii)        Money

Laundering Laws. The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable

financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money

laundering statutes of all jurisdictions to which the Company or its subsidiaries are subject, the rules and regulations thereunder

and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency having jurisdiction

over the Company (collectively, the “Money Laundering Laws”); and no action, suit or proceeding by or before any court

or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Money

Laundering Laws is pending or, to the knowledge of the Company, threatened.

(xxiii)       Foreign

Corrupt Practices Act. The operations of the Company and each of its subsidiaries are, and have been since the date that is five (5) years

prior to the date hereof, in compliance with the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”) and

all other laws of any jurisdiction applicable to the Company or its operations relating to domestic or foreign corruption or bribery (collectively,

the “Anti-Corruption Laws”).

(xxiv)       Anti-Corruption

Laws. (i) Neither the Company nor any of its subsidiaries, its or their respective directors, officers or employees nor to the

Company’s knowledge, any of their respective agents, affiliates, representatives or any other person acting for or on behalf of

any of the foregoing has, in the past five years, (a) directly or indirectly made any unlawful contributions to any candidate for

any political office (or failed fully to disclose any contribution in violation of applicable law) or made any contribution or other payment

to any official of, or candidate for, any federal, state, municipal, or foreign office or other person charged with similar public or

quasi-public duty in violation of any applicable law (including any applicable Anti-Corruption Law) or of the character required to be

disclosed in the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus, (b) directly or indirectly,

made, given, offered, authorized, promised, received, accepted, or agreed to receive any payment, money, commission, reward, gift, hospitality,

entertainment, inducement (including any facilitation payments) or any other thing of value in violation of any applicable Anti-Corruption

Laws; (c) taken any other action or omission in violation of any applicable Anti-Corruption Laws; or (d) paid, received, or

retained any funds that are of a character required to be disclosed in the Registration Statement, the Time of Sale Disclosure Package

or the Final Prospectus, (ii) no relationship, direct or indirect, exists between or among the Company or its subsidiaries or any

affiliate of any of them, on the one hand, and the directors, officers and stockholders of the Company or its subsidiaries, on the other

hand, that is required by the Securities Act to be described in the Registration Statement, the Time of Sale Disclosure Package or the

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

of its subsidiaries or any affiliate of them, on the one hand, and the directors, officers or stockholders of the Company or its subsidiaries,

on the other hand, that is required by the rules of FINRA to be described in the Registration Statement, the Time of Sale Disclosure

Package or the Final Prospectus that is not so described, (iv) 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 its subsidiaries

to alter the customer’s or supplier’s level or type of business with the Company or its subsidiaries or (B) a trade journalist

or publication to write or publish favorable information about the Company or its subsidiaries or any of their respective products or

services, (v) neither the Company nor any of its subsidiaries shall, directly or indirectly, use the proceeds of the offering, or

lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person in any manner that

will result in a violation of applicable Anti-Corruption Laws, (vi) no action, suit or proceeding by or before any court or governmental

agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to applicable Anti-Corruption

Laws is pending or, to the knowledge of the Company, threatened, and (vii) the Company and each of its subsidiaries have instituted

and maintained policies and procedures designed to promote compliance with the applicable Anti-Corruption Laws.

(xxv)       Sanctions.

(i) Neither the Company nor any of its subsidiaries (collectively, the “Entity”) nor any director, officer or

employee of the Entity nor, to the Company’s knowledge, any agent, affiliate or representative of the Entity, is a government, individual,

or entity (in this paragraph, “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 the Treasury’s Office of Foreign Assets Control (“OFAC”),

the United Nations Security Council, the European Union, His Majesty’s Treasury, 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 the offering, or lend, contribute or otherwise make

available such proceeds to any subsidiary, joint venture partner or other Person: (a) to fund or facilitate any activities or business

of or with any Person that is the target of Sanctions 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 the offering, whether as underwriter, advisor, investor or otherwise), and (iii) the Entity represents and

covenants that, except as detailed in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, since

April 24, 2019, it has not knowingly engaged in and is not now knowingly engaged, and will not engage 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. As

disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, the Company has obtained waivers

from the U.S. Department of Energy relating to the Prohibiting Russian Uranium Imports Act, enacted in May 2024, allowing it to import

low-enriched uranium from Russia into the United States. The Entity maintains in effect policies and procedures designed to promote compliance

with Sanctions.

(xxvi)       No

Covered Foreign Person. Neither the Company nor any of its subsidiaries is a “covered foreign person,” as that

term is defined in 31 C.F.R. § 850.209. The consummation of the transactions contemplated by this Agreement, the Warrant Agent Agreement,

the Pre-Funded Warrants or the Common Warrants will not result in the establishment of a covered foreign person or the engagement by a

“person of a country of concern,” as defined in 31 C.F.R. § 850.221, in a covered activity, as that term is defined in

31 C.F.R. § 850.208. Neither the Company nor any of its subsidiaries currently engage, or have plans to engage, directly or indirectly,

in a covered activity.

(xxvii)      Lending

Relationship. Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, the

Company (i) does not have any material lending or other relationship with any bank or lending affiliate of any Underwriter and (ii) does

not intend to use any of the proceeds from the sale of the Securities to repay any outstanding debt owed to any affiliate of any Underwriter.

(xxviii)     Insurance.

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

reasonably believe are adequate for the conduct of their business as currently conducted as described in the Registration Statement, the

Time of Sale Disclosure Package and the Final Prospectus.

(xxix)       No

Undisclosed Relationships. No relationship, direct or indirect, exists between or among the Company or any of its subsidiaries on

the one hand, and the directors, officers, stockholders (or analogous interest holders), customers or suppliers of the Company or any

of its subsidiaries on the other hand, which is required to be described in the Registration Statement, the Time of Sale Disclosure Package

or the Final Prospectus and which is not so described.

(xxx)        No

Reliance. The Company has not relied upon the Underwriters or legal counsel for the Underwriters for any legal, tax or accounting

advice in connection with the offering of the Securities.

(xxxi)       No

Finder’s Fee. Neither the Company nor any of its subsidiaries has incurred any liability for any finder’s fees, brokerage

commissions or similar payments in connection with the transactions herein contemplated, except as may otherwise exist with respect to

the Underwriters pursuant to this Agreement.

(xxxii)      Certain

Statements. The statements set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus under

the captions “Description of Capital Stock” and “Description of Securities We Are Offering” insofar as they purport

to constitute a summary of (i) the terms of the Company’s outstanding securities, (ii) the terms of the Securities, and

(iii) the terms of the documents referred to therein, are accurate, complete and fair in all material respects.

(xxxiii)     IT

Systems. (i)(x) To the knowledge of the Company, there has been no material security breach or other compromise of the Company’s

information technology and computer systems, networks, hardware, software, data (including the data of its customers, employees, suppliers,

vendors and any third party data maintained by or on behalf of it), equipment or technology used in the Company’s business (collectively,

“IT Systems and Data”) and (y) the Company has not been notified of, and has no knowledge of any event or condition

that would reasonably be expected to result in, any material security breach or other material compromise to its IT Systems and Data;

and (ii) the Company is presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and

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

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

or modification (each a “Data Protection Requirement”), except as would not, in the case of this clause (ii),

individually or in the aggregate, have a Material Adverse Effect.

(xxxiv)     Privacy.

The Company and its subsidiaries have in place, comply with, and take commercially reasonable steps designed to ensure compliance with

all third-party obligations regarding any personal, personally identifiable, household, sensitive, confidential or regulated data (“Personal

Data”) (collectively, the “Policies”). To the knowledge of the Company, the execution, delivery and performance

of this Agreement or any other agreement referred to in this Agreement will not result in a material breach or violation of any privacy

laws or Policies. Neither the Company nor any subsidiary has received written notice of any actual or potential liability under or relating

to, or actual or potential violation of, any Data Protection Requirement and is unaware of any other facts that, individually or in the

aggregate, would reasonably indicate non-compliance with any privacy laws or Policies, except as would not, individually or in the aggregate,

have a Material Adverse Effect. There is no action, suit or proceeding by or before any court or governmental agency, authority or body

pending or, to the Company’s knowledge threatened, alleging non-compliance with privacy laws or Policies, except as would not, individually

or in the aggregate, have a Material Adverse Effect.

(xxxv)      Compliance

with Government Contracts. Since the date that is six years prior to the date of this Agreement, neither the Company nor any of its

subsidiaries has (i) breached or violated in any material respect any contract between the Company or any of its subsidiaries, on

the one hand, and either (a) a government agency or (b) a prime contractor or higher-tiered subcontractor of a government

agency in its capacity as a prime contractor or higher-tiered subcontractor, on the other hand (a “Government Contract”)

or any laws applicable to Government Contracts; (ii) been audited, with the exception of routine audits, or investigated by any

government agency with respect to any Government Contract; (iii) conducted or initiated any internal investigation or made any disclosure

with respect to any alleged or potential material irregularity, misstatement or omission arising under or relating to a Government Contract;

(iv) received from any government agency or any other person any written notice of breach, cure, show cause or default or any subpoena

with respect to any Government Contract; (v) had any Government Contract terminated for cause or default; (vi) received written

notice from or on behalf of any government agency or any other person indicating that such government agency or person intends to cancel

or terminate any Government Contract, except as would not, individually or in the aggregate, have a Material Adverse Effect.

(xxxvi)     Government

Procurement. Neither the Company nor any of its subsidiaries, nor any of their respective principals (as defined at 48 C.F.R. §

2.101), is suspended, debarred, proposed for debarment or otherwise excluded from participating in any federal, state or local government

procurement or non-procurement programs and, to the knowledge of the Company, no circumstances exist that would reasonably be expected

to lead to the institution of suspension or debarment proceedings against the Company, any of its subsidiaries, or any of their respective

principals.

(xxxvii)    Government

Contract Representations. With respect to each Government Contract and any bid, proposal, offer or quotation, whether solicited or

unsolicited, made by the Company or any of its subsidiaries that, if accepted, would reasonably be expected to lead to the award of a

Government Contract (a “Government Bid”), since the date that is six years prior to the date of this Agreement, all

representations, certifications and disclosures made by the Company and any of its subsidiaries were complete and accurate in all material

respects as of their effective date, and the Company and each of its subsidiaries has complied in all material respects with all such

representations, certifications and disclosures.

(xxxviii)   Conflict

of Interest. As of the date of this Agreement, no facts exist that the Company believes are likely to result in a finding of an actual

or potential organizational conflict of interest would prevent the Company or any of its subsidiaries from fully performing any existing

Government Contract or from being awarded a Government Contract as a result of any pending Government Bid.

(xxxix)      Compliance

Controls. Each of the Company and its subsidiaries has established and maintained in all material respects adequate policies, procedures,

systems and controls for compliance with its respective Government Contracts.

(xl)           Government

Contract Disputes. There are no outstanding, anticipated, or contemplated material claims or disputes in connection with any Government

Contract of the Company or any of its subsidiaries.

(xli)          Allegations

of Fraud. To the knowledge of the Company, there are no outstanding or unsettled allegations of fraud, false claims or overpayments

nor any investigations or audits, with the exception of routine audits, by any governmental agency with regard to any Government Contract

of the Company or any of its subsidiaries, nor has the Company or any of its subsidiaries taken any action that would reasonably be expected

to give rise to liability for fraud, false claims or overpayments.

(xlii)         Losses

Under Government Contracts. No Government Contract of the Company or any of its subsidiaries has as of the date of this Agreement

incurred or projects to incur material losses or unreimbursed costs.

(b)           Any

certificate signed by any officer of the Company and delivered to the Representative on behalf of the Underwriters or to counsel for the

Underwriters shall be deemed a representation and warranty by the Company to the Underwriters as to the matters covered thereby.

Section 4.        Purchase,

Sale and Delivery of the Shares and the Warrants.

(a)            The

Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the

basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally

and not jointly, to purchase, at a price of $195.6472 per Share (the “Share Purchase Price”), $195.5492 per Pre-Funded

Warrant and no additional consideration for the Common Warrants, from the Company the respective number of Shares, Pre-Funded Warrants

and Common Warrants set forth opposite such Underwriter’s name in Schedule I hereto, subject to adjustment in accordance

with Section 10 hereof.

(b)           Payment

of the purchase price for, and delivery of certificates or book entry statements for, the Securities shall be made at the offices of Guggenheim

Securities, LLC, 330 Madison Avenue, New York, NY 10017, at 10:00 a.m., New York City time, on the first (second, if pricing occurs after

4:30 p.m., New York City time, on any given day) business day following the date of this Agreement or at such time on such other date,

not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative

(such time and date of delivery and payment are called the “Closing Date”), subject to subsection (c) below.

shall be made to the Company by wire transfer of immediately available funds, against delivery of the respective certificates or book

entry statements to the Representative for the respective accounts of the Underwriters of certificates or book entry statements for the

Shares, Pre-Funded Warrants and Common Warrants to be purchased by them. Notwithstanding the foregoing, the Representative may elect to

instruct purchasers of the Shares, the Pre-Funded Warrants and Common Warrants in the offering to make payment for the Shares, the Pre-Funded

Warrants and Common Warrants on the Closing Date to the Company by wire transfer in immediately available funds to the account specified

by the Company, at a purchase price of $199.64 per Share, $199.54 per Pre-Funded Warrant and no additional consideration for the Common

Warrants, as applicable, in lieu of payment by the Underwriters for such Shares, Pre-Funded Warrants and Common Warrants. The Company

shall deliver (i) the Shares to such purchasers on the Closing Date in book-entry form through the facilities of The Depository Trust

Company (“DTC”) against such payment and (ii) the Pre-Funded Warrants and Common Warrants to such purchasers on

the Closing Date in definitive form against such payment, in each case, in lieu of the Company’s obligation to deliver the Shares,

Pre-Funded Warrants and Common Warrants to the Underwriters; provided, however, that the Company shall remit to the Representative,

on behalf of the Underwriters, on the Closing Date an underwriting commission equal to $3.9928 per Share and $3.9908 per Pre-Funded Warrant

with respect to such Shares and such Pre-Funded Warrants, respectively, it being understood that no underwriting commissions shall be

payable in respect of the Common Warrants on the Closing Date and the Underwriters instead shall be entitled to a Solicitation Fee if

and when such Common Warrants are exercised pursuant to Section 5(a)(xviii) below. The Underwriters shall be deemed to have

satisfied their respective purchase obligations with respect to the Securities upon the Company’s receipt of payment from the applicable

purchasers and delivery of the applicable Securities to such purchasers.

(d)            The

Shares shall be registered in such names and shall be in such denominations as the Representative shall instruct such purchasers to request

at least one full business day before the Closing Date and shall be delivered by or on behalf of the Company to each purchaser through

the facilities of DTC for the account of such purchaser. The Company will cause the certificates or book entry statements representing

the Shares and the Warrants to be made available for checking and packaging, at such place as is designated by the Representative, on

the full business day before the Closing Date. The Warrants shall be delivered to each purchaser in definitive form, registered in such

names and in such denominations as the Representative shall instruct such purchaser to request in writing not later than the Closing Date.

The Warrants will be made available for inspection by the Representative on the business day prior to the Closing Date.

Section 5.        Covenants.

(a)            The

Company covenants and agrees with the Underwriters as follows:

(i)            The

Company shall prepare the Final Prospectus in a form approved by the Representative and file such Final Prospectus pursuant to Rule 424(b) under

the Securities Act not later than the Commission’s close of business on the second business day following the execution and delivery

of this Agreement, or, if applicable, such earlier time as may be required by the Rules and Regulations.

(ii)           During

the period beginning on the date hereof and ending on the later of the Closing Date or such date as determined by the Representative on

which the Final Prospectus is no longer required by law to be delivered in connection with sales by an underwriter or dealer (the “Prospectus

Delivery Period”), prior to amending or supplementing the Registration Statement, including any Rule 462 Registration Statement,

the Time of Sale Disclosure Package or the Final Prospectus, the Company shall furnish to the Representative for review and comment a

copy of each such proposed amendment or supplement, and the Company shall not file any such proposed amendment or supplement to which

the Representative reasonably objects.

(iii)          From

the date of this Agreement until the end of the Prospectus Delivery Period, the Company shall promptly advise the Representative in writing

of the receipt of any comments of, or requests for additional or supplemental information from, the Commission, of the time and date of

any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Time of Sale Disclosure

Package, the Final Prospectus or any Issuer Free Writing Prospectus, of the time and date that any post-effective amendment to the Registration

Statement becomes effective and of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement

or of any order preventing or suspending its use or the use of the Time of Sale Disclosure Package, the Final Prospectus or any Issuer

Free Writing Prospectus, or of any proceedings to remove, suspend or terminate from listing or quotation the Common Stock from any securities

exchange upon which it is listed for trading or included or designated for quotation, or of the threatening or initiation of any proceedings

for any of such purposes. If the Commission shall enter any such stop order at any time during the Prospectus Delivery Period, the Company

will use its reasonable efforts to obtain the lifting of such order at the earliest possible moment. Additionally, the Company agrees

that it shall comply with the provisions of Rules 424(b), 430A, 430B or 430C as applicable, under the Securities Act and will use

its reasonable efforts to confirm that any filings made by the Company under Rule 424(b) or Rule 433 were received in a

timely manner by the Commission (without reliance on Rule 424(b)(8) or 164(b) of the Securities Act).

(iv)          During

the Prospectus Delivery Period, the Company will comply with all requirements imposed upon it by the Securities Act, as now and hereafter

amended, and by the Rules and Regulations, as from time to time in force, and by the Exchange Act, as now and hereafter amended,

so far as necessary to permit the continuance of sales of or dealings in the Securities as contemplated by the provisions hereof, the

Time of Sale Disclosure Package, the Registration Statement and the Final Prospectus. If during the Prospectus Delivery Period any event

occurs the result of which would cause the Final Prospectus (or if the Final Prospectus is not yet available to prospective purchasers,

the Time of Sale Disclosure Package) to include an untrue statement of a material fact or omit to state a material fact necessary to make

the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary or appropriate

in the opinion of the Company or its counsel or the Representative or counsel to the Underwriters to amend the Registration Statement

or supplement the Final Prospectus (or if the Final Prospectus is not yet available to prospective purchasers, the Time of Sale Disclosure

Package) to comply with the Securities Act, or to file under the Exchange Act any document that would be deemed to be incorporated by

reference in the Final Prospectus in order to comply with the Securities Act or the Exchange Act, the Company will promptly notify the

Representative, allow the Representative the opportunity to provide reasonable comments on such amendment, prospectus supplement or document,

and will amend the Registration Statement or supplement the Final Prospectus (or if the Final Prospectus is not yet available to prospective

purchasers, the Time of Sale Disclosure Package) or file such document (at the expense of the Company) so as to correct such statement

or omission or effect such compliance. (B) If at any time during the Prospectus Delivery Period there occurred or occurs an event

or development the result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in

the Registration Statement or any Prospectus or included or would include, when taken together with the Time of Sale Disclosure Package,

an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein,

in the light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representative

and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict,

untrue statement or omission.

(v)           The

Company shall take or cause to be taken all action reasonably necessary to qualify the Securities for sale under the securities laws of

such jurisdictions as the Representative reasonably designates and to continue such qualifications in effect so long as required for the

distribution of the Securities, except that the Company shall not be required in connection therewith to qualify as a foreign corporation

or as a dealer in securities in any jurisdiction in which it is not so qualified, to execute a general consent to service of process in

any state or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject.

(vi)          The

Company will furnish to the Representative and counsel to the Underwriters copies of the Registration Statement, each Prospectus, any

Issuer Free Writing Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities

as the Representative may from time to time reasonably request.

(vii)         The

Company will make generally available to its security holders as soon as practicable, but in any event not later than 15 months after

the end of the Company’s current fiscal quarter, an earnings statement (which need not be audited) covering a 12-month period that

shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 of the Rules and Regulations;

provided that the Company will be deemed to have furnished such statements to its security holders and the Representative to the extent

they are filed on EDGAR.

(viii)        The

Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to

be paid all expenses (including transfer taxes allocated to the respective transferees) incurred in connection with the delivery to the

Underwriters of the Securities (including all fees and expenses of the registrar and transfer agent of the Shares (if other than the Company),

and the cost of preparing and printing stock certificates), all expenses and fees (including, without limitation, fees and expenses of

the Company’s counsel) in connection with the preparation, printing, filing, delivery and shipping of the Registration Statement

(including the financial statements therein and all amendments, schedules and exhibits thereto), the Shares, the Pre-Funded Warrants,

the Common Warrants, the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus and

any amendment thereof or supplement thereto, all reasonable filing fees and reasonable fees and disbursements of the Underwriters’

counsel incurred in connection with the qualification of the Securities for offering and sale by the Underwriters or by dealers under

the securities or blue sky laws of the states and other jurisdictions that the Representative shall designate, the reasonable filing fees

and reasonable fees and disbursements of counsel to the Underwriters incident to any required review and approval by FINRA, of the terms

of the sale of the Securities, all expenses and application fees related to the listing of the Shares and the Warrant Shares on the NYSE,

and all other costs and expenses incident to the performance of its obligations hereunder that are not otherwise specifically provided

for herein. The Company will reimburse the Representative for the Underwriters’ reasonable and documented out-of-pocket expenses,

including legal fees and disbursements, in connection with the purchase and sale of the Securities contemplated hereby. If this Agreement

is terminated by the Representative in accordance with the provisions of ‎Section 9, the Company will reimburse the Underwriters

for all reasonable and documented out-of-pocket disbursements (including, but not limited to, reasonable fees and disbursements of counsel,

travel expenses, postage, facsimile and telephone charges) incurred by the Underwriters in connection with their investigation, preparing

to market and marketing the Securities or in contemplation of performing its obligations hereunder. Notwithstanding anything to the contrary,

if this Agreement is terminated pursuant to ‎Section 10 by reason of the default of one or more Underwriters, the Company shall

not be obligated to reimburse any Underwriter on account of expenses.

(ix)           The

Company intends to apply the net proceeds from the sale of the Securities to be sold by it hereunder for the purposes set forth in the

Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus under the heading “Use of Proceeds.”

(x)            The

Company represents and agrees that, unless it obtains the prior written consent of the Representative, and each Underwriter, severally,

and not jointly, represents and agrees that, unless it obtains the prior written consent of the Company, it has not made and will not

make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus; provided that the prior written

consent of the parties hereto shall be deemed to have been given in respect of the free writing prospectuses included in ‎Schedule

III. Any such free writing prospectus consented to by the Company and the Representative is hereinafter referred to as a “Permitted

Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing

Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied or will comply with the requirements

of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing where required, legending and

record-keeping.

(xi)           The

Company hereby agrees that, without the prior written consent of the Representative, it will not, during the period ending sixty (60)

days after the date hereof (“Lock-Up Period”), (i) offer, pledge, issue, sell, contract to sell, or otherwise

transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable

for Common Stock; or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the

economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is

to be settled by delivery of Common Stock or such other securities, in cash or otherwise; or (iii) confidentially submit or

file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible

into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding sentence shall not apply to the issuance

of the Shares, the Warrants and the Warrant Shares as contemplated by this Agreement, the issuance of Common Stock upon the exercise of

options or warrants or the conversion of outstanding preferred stock or other outstanding convertible securities disclosed as outstanding

in the Registration Statement (excluding exhibits thereto), the Time of Sale Disclosure Package and the Final Prospectus, including the

issuance of Common Stock upon conversion of the Company’s 2.25% Convertible Senior Notes due 2030 and 0.00% Convertible Senior Notes

due 2032, the issuance of employee stock options and the grant of restricted stock awards or restricted stock units or shares of

Common Stock pursuant to equity incentive plans described in the Registration Statement (excluding exhibits thereto), the Time of Sale

Disclosure Package and the Final Prospectus, provided that this clause ‎(3) shall not be available unless each recipient

of shares of Common Stock, or securities exchangeable or exercisable for or convertible into Common Stock, pursuant to such equity incentive

plan shall be contractually prohibited from selling, offering, disposing of or otherwise transferring any such shares or securities during

the remainder of the Lock-Up Period, the adoption of a new equity incentive plan, the filing of a registration statement on Form S-8

under the Securities Act to register the offer and sale of securities to be issued pursuant to such new equity incentive plan, and the

issuance of securities pursuant to such new equity incentive plan (including, without limitation, the issuance of shares of Common Stock

upon the exercise of options or other securities issued pursuant to such new equity incentive plan), provided that (a) such

new equity incentive plan satisfies the transaction requirements of General Instruction A.1 of Form S-8 under the Securities Act

and (b) this clause ‎(4) shall not be available unless each recipient of shares of Common Stock, or securities exchangeable

or exercisable for or convertible into Common Stock, pursuant to such new equity incentive plan shall be contractually prohibited from

selling, offering, disposing of or otherwise transferring any such shares or securities during the remainder of the Lock-Up Period, and

entry into an agreement providing for the issuance of Common Stock or securities convertible into or exercisable for shares of Common

Stock in connection with any exchange offer, restructuring or similar transaction, and the issuance of any such securities pursuant to

any such agreement; provided, that the recipient of any such shares of Common Stock or securities issued pursuant to clause ‎(5) during

the 60-day restricted period described above shall enter into an agreement substantially in the form of Exhibit A hereto.

(xii)          The

Company hereby agrees, during a period of three years from the Effective Date, so long as the Company is subject to the reporting requirements

of Section 13 or 15(d) of the Exchange Act, to furnish to the Representative copies of all reports or other communications (financial

or other) furnished to its stockholders, and to deliver to the Representative as soon as reasonably practicable upon availability, copies

of any reports and financial statements furnished to or filed with the Commission or any national securities exchange on which any class

of securities of the Company is listed; provided, that any information or documents available on EDGAR shall be considered furnished

for purposes of this paragraph.

(xiii)         The

Company hereby agrees to engage and maintain, at its expense, a registrar and transfer agent for the Common Stock (if other than the Company).

(xiv)        The

Company will use its reasonable best efforts to list, subject to notice of issuance, the Shares and the Warrant Shares on the NYSE.

(xv)         The

Company shall, at all times while any Pre-Funded Warrants or Common Warrants are outstanding, reserve and keep available out of the aggregate

of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon

exercise of such Pre-Funded Warrants or Common Warrants, the number of Warrant Shares that are issuable and deliverable upon the exercise

of the then outstanding Pre-Funded Warrants or Common Warrants.

(xvi)        If

immediately prior to the third anniversary (the “Renewal Deadline”) of the initial effective date of the Registration

Statement, any Warrants remain outstanding and exercisable, the Company will, prior to the Renewal Deadline, file, if it has not already

done so and is eligible to do so, a new automatic shelf registration statement relating to the Securities, in a form satisfactory to the

Representative. If the Company is not eligible to file an automatic shelf registration statement, the Company will, prior to the Renewal

Deadline, if it has not already done so, file a new shelf registration statement relating to the Securities, in a form satisfactory to

the Representative, and will use its best efforts to cause such registration statement to be declared effective within 180 days after

the Renewal Deadline. The Company will take all other action necessary or appropriate to permit the issuance and sale of the Securities

to continue as contemplated in the expired registration statement relating to the Securities. References herein to the Registration Statement

shall include such new automatic shelf registration statement or such new shelf registration statement, as the case may be.

(xvii)       The

Company hereby agrees not to take, directly or indirectly, any action designed to cause or result in, or that has constituted or might

reasonably be expected to constitute, under the Exchange Act or otherwise, the stabilization or manipulation of the price of any securities

of the Company to facilitate the sale or resale of the Securities.

(xviii)      The

Company hereby engages the Underwriters as its agents for the solicitation of the exercise of the Common Warrants (the “Solicitation

Agents”). The Company will (i) provide reasonable assistance to the Underwriters with respect to the solicitation, if requested

by the Underwriters and (ii) provide the Underwriters with lists of the record and, to the extent known, beneficial, owners of the

Common Warrants. For each Common Warrant exercised, the Company will pay the Underwriters a solicitation fee (the “Solicitation

Fee”) of one percent (1.0%) of cash proceeds received by the Company from the exercise price of the Common Warrants, allocated

among the Underwriters pro rata based on the respective number of Shares, Pre-Funded Warrants and Common Warrants set forth opposite such

Underwriter’s name in Schedule I hereto. The Company shall provide the Underwriters with written notice of each such solicited

exercise of Common Warrants within forty-eight (48) hours of the applicable exercise date of such Common Warrants. Any such Solicitation

Fee shall be paid to the Representative not less than two (2) business days after the exercise payment giving rise to such Solicitation

Fee and shall be paid by wire transfer of immediately available funds to an account previously specified by the Representative. The Company

agrees to disclose the arrangement to pay solicitation fees to the Underwriters in the Prospectus. Notwithstanding the foregoing, as required

by FINRA Rule 5110(g)(10), no Solicitation Fee shall be payable to the Underwriters hereunder in respect of the exercise of a Common

Warrant if: (i) the market price of the underlying shares of Common Stock is lower than the exercise price of the Common Warrant

at the time of exercise, (ii) the Common Warrant is held in a discretionary account of the Underwriters at the time of exercise,

unless prior specific written approval for the exercise is received from the holder, (iii) the arrangement to pay the Solicitation

Fee is not disclosed in the Prospectus or in any prospectus provided to the holder of the Common Warrant at the time of exercise, or (iv) the

Common Warrant is exercised in an unsolicited transaction. As long as any Common Warrant remains outstanding, the Company shall use its

reasonable best efforts to cooperate with the Solicitation Agents, during such periods as may be agreed from time to time between the

Company and such Solicitation Agent, in connection with such Solicitation Agent’s solicitation efforts, including, without limitation,

by furnishing such information and participating in such due diligence sessions as the Solicitation Agents may reasonably request and

confirming to the Solicitation Agents that, at the time of such solicitation efforts, the Company is not, and could not reasonably be

deemed to be, in possession of material non-public information. Each of the Solicitation Agents shall have the right to suspend or pause

their solicitation efforts or terminate its role as a Solicitation Agent during any period in which the Company is, or could reasonably

be deemed to be, in possession of material non-public information or where such Solicitation Agent concludes such solicitation efforts

do not comply with its internal policies.

Section 6.        Conditions

of the Underwriters’ Obligations. The respective obligations of the several Underwriters hereunder to purchase the Shares and

the Warrants are subject to the accuracy, as of the date hereof and at all times through the Closing Date, of and compliance with all

representations, warranties and agreements of the Company contained herein, the performance by the Company of its obligations hereunder

and the following additional conditions:

(a)            If

filing of the Final Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities

Act or the Rules and Regulations, the Company shall have filed the Final Prospectus (or such amendment or supplement) or such Issuer

Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or

164(b) under the Securities Act); the Registration Statement shall remain effective; no stop order suspending the effectiveness

of the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any amendment thereof, nor suspending

or preventing the use of the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus

shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatened by the Commission;

any request of the Commission or the Representative for additional information (to be included in the Registration Statement, the Time

of Sale Disclosure Package, any Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied

with to the satisfaction of the Representative.

(b)           The

Shares and the Warrant Shares shall be approved for listing on the NYSE, subject to official notice of issuance.

shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.

(d)           The

Representative shall not have reasonably determined, and advised the Company, that the Registration Statement, the Time of Sale Disclosure

Package, any Prospectus, the Final Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus,

contains an untrue statement of fact which, in the reasonable opinion of the Representative, is material, or omits to state a fact which,

in the reasonable opinion of the Representative, is material and is required to be stated therein or necessary to make the statements

therein not misleading.

(e)            On

the Closing Date, the Representative shall have received copies of the Pre-Funded Warrants, the Common Warrants and the Warrant Agent

Agreement executed by the Company.

(f)            On

the Closing Date, there shall have been furnished to the Representative, for the benefit of the Underwriters, the opinion and negative

assurance letters of O’Melveny & Myers LLP, counsel to the Company, dated the Closing Date and addressed to the Underwriters,

in form and substance reasonably satisfactory to the Representative.

(g)           On

the Closing Date, there shall have been furnished to the Representative the opinion and negative assurance letter of Davis Polk &

Wardwell LLP, counsel to the Underwriters, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably

satisfactory to the Representative.

(h)           The

Representative, for the benefit of the Underwriters, shall have received a letter of Deloitte & Touche LLP, on the date hereof

and on the Closing Date, addressed to the Underwriters, confirming that they are independent public accountants within the meaning of

the Securities Act and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01

of Regulation S-X of the Commission, and confirming, as of the date of each such letter (or, with respect to matters involving changes

or developments since the respective dates as of which specified financial information is given in the Registration Statement, the Time

of Sale Disclosure Package and the Final Prospectus, as of a date not prior to the date hereof or more than three business days prior

to the date of such letter), the conclusions and findings of said firm with respect to the financial information and other matters required

by the Underwriters.

(i)             On

the Closing Date, there shall have been furnished to the Representative, for the benefit of the Underwriters, a certificate, dated the

Closing Date and addressed to the Underwriters, signed by the chief executive officer or the chief financial officer of the Company, in

his or her capacity as an officer of the Company, to the effect that:

(i)            The

representations and warranties of the Company in this Agreement that are qualified by materiality or by reference to any Material Adverse

Effect are true and correct in all respects, and all other representations and warranties of the Company in this Agreement are true and

correct, in all material respects, as if made at and as of the Closing Date, and the Company has complied with all the agreements and

satisfied all the conditions on its part required to be performed or satisfied at or prior to the Closing Date;

(ii)           No

stop order or other order suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof, suspending

the qualification of the Securities for offering or sale, or suspending or preventing the use of the Time of Sale Disclosure Package,

any Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been

instituted or, to their knowledge, is contemplated by the Commission or any state or regulatory body; and

(iii)          There

has been no occurrence of any event resulting or reasonably likely to result in a Material Adverse Effect during the period from and after

the date of this Agreement and prior to the Closing Date.

(j)             On

or before the date hereof, the Representative shall have received duly executed lock-up agreements (each a “Lock-Up Agreement”)

in the form set forth on Exhibit A hereto, by and between the Representative and each of the parties specified in ‎Schedule

IV.

(k)            The

Company shall have furnished to the Underwriters and their counsel such additional documents, certificates and evidence as the Representative

or its counsel may have reasonably requested.

If any condition specified

in this ‎Section 6 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the

Representative by notice to the Company any time at or prior to the Closing Date, and such termination shall be without liability of any

party to any other party, except that Section ‎5(a)(viii), ‎Section 7 and ‎Section 8 shall survive any such

termination and remain in full force and effect.

Section 7.        Indemnification

and Contribution.

(a)            The

Company agrees to indemnify, defend and hold harmless each Underwriter, its affiliates, directors and officers and employees, and each

person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange

Act, from and against any losses, claims, damages or liabilities to which such party may become subject, under the Securities Act or otherwise

(including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses,

claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue

statement of a material fact contained in the Registration Statement, including the information deemed to be a part of the Registration

Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and Regulations,

or arise out of or are based upon the omission from the Registration Statement, or alleged omission to state therein, a material fact

required to be stated therein or necessary to make the statements therein not misleading, an untrue statement or alleged untrue statement

of a material fact contained in the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus, or any amendment or supplement

thereto, any Issuer Free Writing Prospectus, or the Marketing Materials or in any other materials used in connection with the offering

of the Securities or in connection with the solicitation of the exercise of Common Warrants, or arise out of or are based upon the omission

or alleged omission to state therein a 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, or arising in any manner out of or in connection with the services or

matters relating to the engagement of the Solicitation Agents pursuant to Section 5(a)(xviii) of this Agreement, or in whole

or in part, any failure of the Company to perform its obligations hereunder or under law, and will reimburse such party for any legal

or other expenses reasonably incurred by such party in connection with evaluating, investigating or defending against such loss, claim,

damage, liability or action; provided, however, that such indemnity shall not inure to the benefit of any Underwriter

(or any person controlling such Underwriter) in any such case to the extent that any such loss, claim, damage, liability or action arises

out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement,

the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus, or any amendment or supplement thereto or any Issuer Free Writing

Prospectus or Marketing Materials, in reliance upon and in conformity with written information furnished to the Company by the related

Underwriter specifically for use in the preparation thereof, which written information is described in Section 7(f). Notwithstanding

the foregoing, the Company shall not be liable for, and no Solicitation Agent shall be entitled to indemnification, contribution, reimbursement

or advancement from the Company in respect of, any Losses in connection with such Solicitation Agent’s solicitation of the exercise

of Common Warrants to the extent Losses directly resulted from such indemnified party’s gross negligence, willful misconduct, bad

faith or fraud, in each case as determined by a court of competent jurisdiction in a final, non-appealable judgment.

(b)           Each

Underwriter, severally and not jointly, will indemnify, defend and hold harmless the Company, its directors and each officer of the Company

who signs the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities

Act or Section 20 of the Exchange Act, from and against any losses, claims, damages or liabilities to which such party may become

subject, under the Securities Act or otherwise (including in settlement of any litigation, if such settlement is effected with the written

consent of such Underwriter), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are

based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including

the information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to

Rules 430A and 430B of the Rules and Regulations, or arise out of or are based upon the omission from the Registration Statement,

or alleged omission to state therein, a material fact required to be stated therein or necessary to make the statements therein not misleading

or an untrue statement or alleged untrue statement of a material fact contained in the Time of Sale Disclosure Package, any Prospectus,

the Final Prospectus, or any amendment or supplement thereto or any Issuer Free Writing Prospectus, or arise out of or are based upon

the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein

not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission

or alleged omission was made in the Registration Statement, the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus,

or any amendment or supplement thereto or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information

furnished to the Company by such Underwriter specifically for use in the preparation thereof, which written information is described in

Section 7(f), and will reimburse such party for any legal or other expenses reasonably incurred by such party in connection with

evaluating, investigating, and defending against any such loss, claim, damage, liability or action. The obligation of each Underwriter

to indemnify the Company (including any controlling person, director or officer thereof) shall be limited to the amount of the underwriting

discount applicable to the Securities to be purchased by such Underwriter hereunder actually received by such Underwriter.

after receipt by an indemnified party under subsection ‎(a) or ‎(b) above of notice of the commencement of any action,

such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify

the indemnifying party in writing of the commencement thereof; but the failure to notify the indemnifying party shall not relieve

the indemnifying party from any liability that it may have to any indemnified party except to the extent such indemnifying party has been

materially prejudiced by such failure. In case any such action shall be brought against any indemnified party, and it shall notify the

indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it

shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory

to such indemnified party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election

so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal

or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of

investigation; provided, however, that if (i) 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, (ii) a conflict or potential conflict 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 (iii) the indemnifying party has not in fact employed counsel

reasonably satisfactory to the indemnified party to assume the defense of such action within a reasonable time after receiving notice

of the commencement of the action, the indemnified party shall have the right to employ a single counsel to represent it in any claim

in respect of which indemnity may be sought under subsection ‎(a) or ‎(b) of this ‎Section 7, in which event,

the reasonable fees and expenses of such separate counsel shall be borne by the indemnifying party or parties and reimbursed to the indemnified

party as incurred. In no event shall the indemnifying party be liable for the reasonable fees and expenses of more than one counsel (in

addition to one local counsel) separate from its own counsel for all indemnified parties in connection with any action or separate but

similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances.

The indemnifying party under

this ‎Section 7 shall not be liable for any settlement of any proceeding effected without its written consent, but if settled

with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party

against any loss, claim, damage, liability or expense by reason of such settlement or judgment. No indemnifying party shall, without the

prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or

threatened action, suit or proceeding in respect of which any indemnified party is a party or could reasonably be named and indemnity

was or would be sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) includes an unconditional

release of such indemnified party from all liability for claims that are the subject matter of such action, suit or proceeding and (b) 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. Notwithstanding

the foregoing, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees

and expenses of counsel as contemplated by Section 7(a) hereof, the indemnifying party agrees that it shall be liable for

any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after

receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified

party in accordance with such request or disputed in good faith the indemnified party’s entitlement to such reimbursement prior

to the date of such settlement.

(d)           If

the indemnification provided for in this ‎Section 7 is unavailable or insufficient to hold harmless an indemnified party under

subsection ‎(a) or ‎(b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified

party as a result of the losses, claims, damages or liabilities referred to in subsection ‎(a) or ‎(b) above, in such

proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other

from the offering and sale of the Securities or if the allocation provided by clause ‎(i) above is not permitted by applicable

law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause ‎(i) above but also

the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions that

resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits

received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net

proceeds from the offering (before deducting expenses) received by the Company bear to the total underwriting discount and commissions

received by the Underwriters, in each case as set forth in the table on the cover page of the Final Prospectus. The relative fault

shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission

or alleged omission to state a material fact relates to information supplied by the Company or the Underwriters and the parties’

relevant intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Company

and the Underwriters agree that it would not be just and equitable if contributions pursuant to this subsection ‎(d) were to

be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred

to in the first sentence of this subsection ‎(d). The amount paid by an indemnified party as a result of the losses, claims, damages

or liabilities referred to in the first sentence of this subsection ‎(d) shall be deemed to include any legal or other expenses

reasonably incurred by such indemnified party in connection with investigating or defending against any action or claim that is the subject

of this subsection ‎(d). Notwithstanding the provisions of this subsection ‎(d), no Underwriter shall be required to contribute

any amount in excess of the amount of the underwriting discount and commissions applicable to the Securities to be purchased by such Underwriter

hereunder actually received by such Underwriter. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of

the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’

respective obligations to contribute as provided in this Section 7 are several in proportion to their respective underwriting commitments

and not joint.

(e)            The

obligations of the Company under this ‎Section 7 shall be in addition to any liability that the Company may otherwise have and

the benefits of such obligations shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter

within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act; and the obligations of each Underwriter

under this ‎Section 7 shall be in addition to any liability that each Underwriter may otherwise have and the benefits of such

obligations shall extend, upon the same terms and conditions, to the Company, and its officers, directors and each person who controls

the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act.

(f)            For

purposes of this Agreement, each Underwriter severally confirms, and the Company acknowledges, that there is no information concerning

such Underwriter furnished in writing to the Company by such Underwriter specifically for preparation of or inclusion in the Registration

Statement, the Time of Sale Disclosure Package, any Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus, other than

the statement set forth in the last paragraph on the cover page of the Prospectus, the marketing and legal names of each Underwriter,

and the statements set forth in the “Underwriting” section of the Registration Statement, the Time of Sale Disclosure Package

and the Final Prospectus only insofar as such statements relate to the amount of selling concession and re-allowance, if any, or to over-allotment,

stabilization and related activities that may be undertaken by such Underwriter.

Section 8.        Representations

and Agreements to Survive Delivery. All representations, warranties and agreements of the Company contained herein or in certificates

delivered pursuant to this Agreement, including, but not limited to, the agreements of the Underwriters and the Company contained in ‎Section 5(a)(viii) and

‎Section 7 hereof, shall remain operative and in full force and effect regardless of any investigation made by

or on behalf of the Underwriters or any controlling person thereof, or the Company or any of its officers, directors or controlling persons,

and shall survive delivery of, and payment for, the Securities to and by the Underwriters hereunder.

Section 9.        Termination

of this Agreement.

(a)            The

Representative shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at

or prior to the Closing Date, if in the discretion of the Representative, there has occurred any material adverse change in the securities

markets or any event, act or occurrence that has materially disrupted, or in the opinion of the Representative, will in the future materially

disrupt, the securities markets or there shall be such a material adverse change in general financial, political or economic conditions

or the effect of international conditions on the financial markets in the United States is such as to make it, in the judgment of the

Representative, inadvisable or impracticable to market the Securities or enforce contracts for the sale of the Securities, trading in

the Common Stock shall have been suspended by the Commission or the NYSE or trading in securities generally on the Nasdaq Stock Market,

the NYSE or the NYSE American shall have been suspended, minimum or maximum prices for trading shall have been fixed, or maximum ranges

for prices for securities shall have been required, on the Nasdaq Stock Market, the NYSE or NYSE American, by such exchange or by order

of the Commission or any other governmental authority having jurisdiction, a banking moratorium shall have been declared by federal or

state authorities, there shall have occurred any attack on, outbreak or escalation of hostilities or act of terrorism involving

the United States, any declaration by the United States of a national emergency or war, any substantial change or development involving

a prospective substantial change in United States or other international political, financial or economic conditions or any other calamity

or crisis, the Company suffers any loss by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by

insurance, or in the judgment of the Representative, there has been, since the time of execution of this Agreement or since the respective

dates as of which information is given in the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus, any

material adverse change in the assets, properties, condition, financial or otherwise, or in the results of operations, business affairs

or business prospects of the Company and its subsidiaries considered as a whole, whether or not arising in the ordinary course of business.

Any such termination shall be without liability of any party to any other party except that the provisions of ‎Section 5(a)(viii) and

‎Section 7 hereof shall at all times be effective and shall survive such termination.

(b)           If

the Representative elects to terminate this Agreement as provided in this Section, the Company and the other Underwriters shall be notified

promptly by the Representative by telephone and confirmed in writing.

Section 10.      Substitution

of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase Securities hereunder on

the Closing Date and the aggregate number of Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase

does not exceed ten percent (10%) of the total number of Securities to be purchased by all Underwriters on such Closing Date, the other

Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Securities which such

defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters shall so

default and the aggregate number of Securities with respect to which such default or defaults occur is more than ten percent (10%) of

the total number of Securities to be purchased by all Underwriters on such Closing Date and arrangements satisfactory to the remaining

Underwriters and the Company for the purchase of such Securities by other persons are not made within forty-eight (48) hours after such

default, this Agreement shall terminate.

If the remaining Underwriters

or substituted Underwriters are required hereby or agree to take up all or part of the Securities of a defaulting Underwriter or Underwriters

on such Closing Date as provided in this ‎Section 10, (i) the Company shall have the right to postpone such Closing Date

for a period of not more than five (5) full business days in order to permit the Company to effect whatever changes in the Registration

Statement, the Final Prospectus or in any other documents or arrangements, which may thereby be made necessary, and the Company agrees

to promptly file any amendments to the Registration Statement or the Final Prospectus which may thereby be made necessary, and (ii) the

respective numbers of Securities to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis

of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter

of its liability to the Company or any other Underwriter for damages occasioned by its default hereunder. Any termination of this Agreement

pursuant to this ‎Section 10 shall be without liability on the part of any non-defaulting Underwriters or the Company, except

that the representations, warranties, covenants, indemnities, agreements and other statements set forth in ‎Section 2 and ‎3,

the obligations with respect to expenses to be paid or reimbursed pursuant to ‎Section 5 and the provisions of ‎Section 5(a)(viii) and

‎Section 7 and Sections ‎11 through 18, inclusive, shall not terminate and shall remain in full force and effect.

As used in this Agreement,

the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10.

Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such

Underwriter under this Agreement.

Section 11.      Notices.

Except as otherwise provided herein, all communications hereunder shall be in writing and, if to the Representative, shall be mailed,

delivered or telecopied to Guggenheim Securities, LLC, 330 Madison Avenue, New York, NY 10017, Attention: William Ortner, Email: William.Ortner@guggenheimpartners.com;

and if to the Company, shall be mailed, delivered or telecopied to it at Centrus Energy Corp., 6901 Rockledge Drive, Suite 800, Bethesda,

MD 20817, Attention: Todd M. Tinelli, Chief Financial Officer, Email: TinelliTM@centrusenergy.com, with a copy to O’Melveny &

Myers LLP, Attn: Brophy Christensen and David Ni, Two Embarcadero Center, 28th Floor, San Francisco, California 94111; or in each

case to such other address as the person to be notified may have requested in writing. Any 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.

Section 12.      Persons

Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective

successors and assigns and the controlling persons, officers and directors referred to in ‎Section 7. Nothing in

this Agreement is intended or shall be construed to give to any other person, firm or corporation any legal or equitable remedy or claim

under or in respect of this Agreement or any provision herein contained. The term “successors and assigns” as herein used

shall not include any purchaser, as such purchaser, of any of the Securities from any Underwriters.

Section 13.      Research

Analyst Independence. The Company acknowledges that the Underwriters’ research analysts and research departments

are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal

policies, and that the Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish

research reports with respect to the Company and/or the offering that differ from the views of the Underwriters’ investment banking

divisions. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against

an Underwriter with respect to any conflict of interest that may arise from the fact that the views expressed by their independent research

analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company by the Underwriter’s

investment banking divisions. The Company acknowledges that each Underwriter is a full service securities firm and as such from time to

time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long

or short positions in debt or equity securities of the companies that may be the subject of the transactions contemplated by this Agreement.

Section 14.      Absence

of Fiduciary Relationship. The Company acknowledges and agrees that: each Underwriter has been retained solely to act

as underwriter in connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company

and any Underwriter has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the

Underwriter has advised or is advising the Company on other matters; the price and other terms of the Securities set forth in this

Agreement were established by the Company following discussions and arm’s-length negotiations with the Underwriters and the Company

is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated

by this Agreement; it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions that

may involve interests that differ from those of the Company and that no Underwriter has any obligation to disclose such interests and

transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and it has been advised that each Underwriter

is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriter, and not on behalf

of the Company.

Section 15.      Amendments

and Waivers. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be

bound thereby. The failure of a party to exercise any right or remedy shall not be deemed or constitute a waiver of such right or remedy

in the future. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision

hereof (regardless of whether similar), nor shall any such waiver be deemed or constitute a continuing waiver unless otherwise expressly

provided.

Section 16.      Partial

Unenforceability. The invalidity or unenforceability of any section, paragraph, clause or provision of this Agreement shall not affect

the validity or enforceability of any other section, paragraph, clause or provision.

Section 17.      Governing

Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

Section 18.      Submission

to Jurisdiction. Each party hereto irrevocably submits to the jurisdiction of the Supreme Court of the State of New York, Borough

of Manhattan or the United States District Court for the Southern District of New York for the purpose of any suit, action, or other proceeding

arising out of this Agreement, or any of the agreements or transactions contemplated by this Agreement, the Registration Statement, the

Time of Sale Disclosure Package, any Prospectus and the Final Prospectus (each a “Proceeding”), agrees that all

claims in respect of any Proceeding may be heard and determined in any such court, waives, to the fullest extent permitted by law, any

immunity from jurisdiction of any such court or from any legal process therein, agrees not to commence any Proceeding other than in such

courts, and waives, to the fullest extent permitted by law, any claim that such Proceeding is brought in an inconvenient forum. EACH PARTY

HERETO (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY

WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT

AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT, THE TIME OF SALE DISCLOSURE PACKAGE, ANY PROSPECTUS AND

THE FINAL PROSPECTUS.

Section 19.      Counterparts.

This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when

taken together shall constitute one and the same instrument. The words “execution,” “signed,” “signature,”

and words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement shall include

images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf,”

“tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use

of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent,

communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed

signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic

Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law,

including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.

Section 20.      Recognition

of the U.S. Special Resolution Regimes.

(a)            In

the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer

from such party of this Agreement and any interest and obligation in or under this Agreement will be effective to the same extent as the

transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed

by the laws of the United States or a state of the United States.

(b)           In

the event that any Underwriter that is a Covered Entity or any BHC Act Affiliate of such Underwriter becomes subject to a proceeding under

a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to

be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement

were governed by the laws of the United States or a state of the United States.

used in this Section 20:

“BHC Act Affiliate”

has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

“Covered Entity”

means any of the following: a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §

252.82(b);

a “covered bank”

as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

a “covered FSI”

as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default Right”

has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as

applicable.

“U.S. Special Resolution

Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title

II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

[Signature Page Follows]

Please sign and return to

the Company the enclosed duplicates of this letter whereupon this letter will become a binding agreement between the Company and the several

Underwriters in accordance with its terms.

Very truly yours,

CENTRUS ENERGY CORP.

By:

/s/ Amir V. Vexler

Name:

Amir V. Vexler

Title:

President and Chief Executive Officer

Confirmed as of the date first above-mentioned

by the Representative of the several Underwriters

GUGGENHEIM SECURITIES, LLC

By:

/s/ James Schaefer

Name:

James Schaefer

Title:

Senior Managing Director

[Signature page to Underwriting Agreement]

Schedule I

Name

Number of

Shares to Be

Purchased

Number of

Pre-Funded

Warrants to

be Purchased

Number of

Common

Warrants to

be Purchased

Guggenheim Securities, LLC

350,000

1,403,859

4,894,668

Barclays Capital Inc.

150,000

601,654

2,097,714

Total

500,000

2,005,513

6,992,382

Schedule II

Pricing Terms Sheet

[Attached]

Filed pursuant to Rule 433

Registration No. 333-291305

Issuer Free Writing Prospectus dated September 9,

2026

Relating to Preliminary Prospectus Supplement dated

September 9, 2026

Centrus Energy Corp.

500,000 Shares of Class A Common Stock

Pre-Funded Warrants to Purchase up to 2,005,513

Shares of Class A Common Stock

Common Warrants to Purchase up to 6,992,382

Shares of Class A Common Stock

The

information in this pricing term sheet supplements Centrus Energy Corp.’s preliminary prospectus supplement, dated

September 9, 2026 (the “Preliminary Prospectus Supplement”), and supersedes the information in the Preliminary Prospectus

Supplement to the extent inconsistent with the information in the Preliminary Prospectus Supplement. In all other respects, this pricing

term sheet is qualified in its entirety by reference to the Preliminary Prospectus Supplement. Terms used herein but not defined herein

shall have the respective meanings as set forth in the Preliminary Prospectus Supplement.

Issuer:

Centrus Energy Corp.

Offering format:

SEC Registered

Ticker / Symbol:

LEU / NYSE

Total transaction size:

Approximately $500 million of aggregate offering price of the Issuer’s Class A common stock, par value $0.10 per share (“Class A Common Stock”), and/or pre-funded warrants (“Pre-Funded Warrants”) and approximately $500 million aggregate exercise price per series of common warrants (“Common Warrants”) (or approximately $2 billion aggregate exercise price for all series of Common Warrants).

Class A Common Stock offered by the Issuer:

500,000 shares of Class A Common Stock

Pre-Funded Warrants offered by the Issuer:

Pre-Funded Warrants to purchase up to 2,005,513 shares of Class A Common Stock. Each Pre-Funded Warrant will have a purchase price of $199.54 per share and will be immediately exercisable from the date of issuance at a nominal exercise price of $0.10 per share until the date that is the 25-year anniversary of the date of issuance.

Common Warrants offered by the Issuer:

The Common Warrants will be issued in four series: Series A, Series B, Series C and Series D. Each series of Common Warrants will initially entitle the holder to purchase up to 2,203,978, 1,836,648, 1,574,270 and 1,377,486 shares of Class A Common Stock, respectively, with each series having an aggregate exercise price of approximately $500 million. The exercise price per share for each series will equal $226.8625, $272.2350, $317.6075 and $362.9800, respectively. Each series will expire in two equal tranches. The Common Warrants will be immediately exercisable from the date of issuance until the expiration date of the applicable tranche, as illustrated in the tables below.

Warrant

Series A

Exercise

Price:

$226.8625

Initial

number of underlying shares of Class A Common Stock:

2,203,978

Expiration:

Tranche

September

10, 2028

Tranche

November

12, 2028

Warrant

Series B

Exercise

Price:

$272.2350

Initial

number of underlying shares of Class A Common Stock:

1,836,648

Expiration:

Tranche

September

10, 2029

Tranche

November

12, 2029

Warrant

Series C

Exercise

Price:

$317.6075

Initial

number of underlying shares of Class A Common Stock:

1,574,270

Expiration:

Tranche

September

10, 2030

Tranche

November

12, 2030

Warrant

Series D

Exercise

Price:

$362.9800

Initial

number of underlying shares of Class A Common Stock:

1,377,486

Expiration:

Tranche

September

10, 2031

Tranche

November

12, 2031

Public offering price for Class A Common Stock:

$199.64 per share

Public offering price for Pre-Funded Warrant:

$199.54 per pre-funded warrant

No Separate Consideration for Common Warrants:

Investors purchasing shares of Class A Common Stock or Pre-Funded Warrants will also receive a pro rata allocation of Common Warrants based on the number of shares of Class A Common Stock or Pre-Funded Warrants purchased by that investor. The Common Warrants are being issued as part of the overall offering of Class A Common Stock and Pre-Funded Warrants, and not for any separate additional consideration.

Trade Date:

September 10, 2026

Closing Date:

September 11, 2026

Joint Book-Running Managers:

Guggenheim Securities, LLC

Barclays Capital Inc.

The Company has filed a registration statement (including a prospectus)

with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration

statement, any free writing prospectus, as well as the other documents the Company has filed with the SEC for more complete information

about the Company and this offering. You may get these documents, and the prospectus supplement, when available, for free by visiting

EDGAR on the SEC website at www.sec.gov. Alternatively, the Company, or any underwriter participating in the offering will arrange to

send you the prospectus if you request it by contacting: Guggenheim Securities, LLC, Attention: Equity Syndicate Department, 330 Madison

Avenue, 8th Floor, New York, NY 10017, by telephone at (212) 518-9544, or by email at GSEquityProspectusDelivery@guggenheimpartners.com

or Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by email at barclaysprospectus@broadridge.com,

or by telephone at (888) 603-5847.

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT

APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT

OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.

Schedule III

Free Writing Prospectuses

1. Pricing term sheet, dated September 9, 2026

Schedule IV

List of Persons and Entities Subject to Lock-up

Mikel H. Williams

Kirkland H. Donald

William J. Madia

Tina W. Jonas

Amir V. Vexler

Ray A. Rothrock

Tetsuo Iguchi

Todd M. Tinelli

John M. A. Donelson

Neal K. Nagarajan

Patrick S. Brown

Richard D. Emery

Yanhong Dai

Exhibit A

Form of Lock-Up Agreement

[Attached]

FORM OF LOCK-UP TO BE DELIVERED PURSUANT TO

SECTION 6(j)

September 9,

2026

Guggenheim Securities,

LLC

330 Madison

Avenue

New York, New

York 10017

as Representative

of the several Underwriters

to be named in

the within-mentioned Underwriting Agreement

Re:      Proposed

Offering of Class A Common Stock, Pre-Funded Warrants to Purchase Shares of Class A Common Stock and Common Warrants to Purchase

Shares of Class A Common Stock by Centrus Energy Corp.

Dear Ladies and Gentlemen:

The undersigned, an officer

and/or a director, as applicable, of Centrus Energy Corp., a Delaware corporation (the “Company”), understands

that Guggenheim Securities, LLC (“Guggenheim Securities”) proposes to enter into an Underwriting Agreement (the “Underwriting

Agreement”) with the Company providing for the offering (the “Offering”) of shares (the “Shares”)

of Class A common stock, par value $0.10 per share, of the Company (the “Common Stock”), pre-funded warrants to

purchase shares of Common Stock (the “Pre-Funded Warrants”) and common warrants to purchase shares of Common Stock

(the “Common Warrants” and together with the Pre-Funded Warrants and the Shares, the “Securities”).

In recognition of the benefit that the Offering will confer upon the undersigned as a securityholder and/or an officer and/or a director,

as applicable, of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,

the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof

and ending on the date that is 60 days from the date of the Underwriting Agreement (the “Lock-Up Period”), the undersigned

will not, without the prior written consent of Guggenheim Securities (i) directly or indirectly, offer, pledge, sell, contract to

sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase,

lend or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable

for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter

acquires the power of disposition (including, without limitation, Common Stock or such other securities which may be deemed to be beneficially

owned by the undersigned in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (the “Commission”)

and securities which may be issued upon exercise of a stock option or warrant) (collectively, the “Lock-Up Securities”),

or exercise any right with respect to the registration of any of the Lock-Up Securities, or file, cause to be filed or cause to be confidentially

submitted any registration statement in connection therewith, under the Securities Act of 1933, as amended (the “Securities Act”),

(ii) enter into any hedging, swap, loan or any other agreement or any transaction (including, without limitation, any short sale

or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward or any other derivative transaction

or instrument, however described or defined) that transfers, in whole or in part, directly or indirectly, the economic consequence of

ownership of the Lock-Up Securities, whether any such hedging, swap, loan or transaction is to be settled by delivery of Common Stock

or other securities, in cash or otherwise, or (iii) publicly disclose the intention to do any of the foregoing described in clauses

(i) and (ii) above.

Notwithstanding

the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written

consent of Guggenheim Securities as described below, provided that (1) Guggenheim Securities receives a signed lock-up agreement

in the form of this lock-up agreement for the balance of the Lock-Up Period from each donee, devisee, trustee, distributee, or transferee,

as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to

be reported during the Lock-Up Period with the Commission on Form 4 or Form 5 in accordance with Section 16(a) of

the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or, in the case of clauses (i), (ii), (iii),

(iv) and (x) below, any such required filing shall clearly indicate in the footnotes thereto that the filing relates to circumstances

described in such a clause, and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such

transfers:

(ii) as a bona fide gift or gifts, including, without limitation, to a charitable organization or educational

institution, or for bona fide estate planning purposes;

(iii) by will, testamentary document or intestate succession to the legal representative,

heir, beneficiary or a member of the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate

family” of the undersigned shall mean any relationship by blood, marriage, domestic partnership or adoption, not more remote than

first cousin of the undersigned);

(iv) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree

or separation agreement;

(v) pursuant to an order of a court or regulatory agency having jurisdiction over the undersigned;

(vi) to any corporation, partnership, limited liability company or other entity of which the undersigned or

the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests;

(vii) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible

under clauses (i) through (v) above;

(viii) to any immediate family member or any trust, partnership, limited liability company or other entity for

the direct or indirect benefit of the undersigned or one or more immediate family members of the undersigned, or if the undersigned is

a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust;

(ix) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity,

(A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined

in Rule 405 promulgated under the Securities Act) of the undersigned, or to any investment fund or other entity controlling, controlled

by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance

of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed

by such partnership), or (B) as part of a distribution to limited partners, limited liability company members or stockholders of

the undersigned or holders of similar equity interests in the undersigned;

(x) to the Company upon the undersigned’s death, disability or termination of employment or other service

relationship with the Company; provided that such shares of Common Stock were issued to the undersigned pursuant to an agreement

or equity award granted pursuant to an employee benefit plan, option, warrant or other right disclosed in the prospectus for the Offering

(or in documents incorporated by reference therein); or

(x) any sale or other disposition of shares of Common Stock to the Company to the extent necessary to permit

the undersigned to pay to the Company the exercise price and/or tax withholding obligation due upon the exercise and/or vesting of any

award granted under the Company’s equity incentive plans or arrangements disclosed in the prospectus for the Offering (or in documents

incorporated by reference therein); provided that the foregoing is limited to any award that vests or expires during the Lock-Up

Period.

Furthermore, the undersigned

may sell shares of Common Stock of the Company purchased by the undersigned on the open market following the Offering if and only if (i) such

sales are not required to be reported in any public report or filing with the Commission or otherwise, and (ii) the undersigned does

not otherwise voluntarily effect any public filing or report regarding such sales.

The undersigned acknowledges

and agrees that the underwriters have neither provided any recommendation or investment advice nor solicited any action from the undersigned

with respect to the Offering and the undersigned has consulted their own legal, accounting, financial, regulatory and tax advisors to

the extent deemed appropriate. The undersigned further acknowledges and agrees that, although the underwriters may be required or choose

to provide certain Regulation Best Interest and Form CRS disclosures to it in connection with the Offering, the underwriters are

not making a recommendation to it to enter into this lock-up agreement and nothing set forth in such disclosures is intended to suggest

that any underwriter is making such a recommendation.

The undersigned hereby represents

and warrants that the undersigned has full power, capacity and authority to enter into this lock-up agreement. The undersigned understands

that the Company and the underwriters are relying upon the lock-up agreement in proceeding toward the consummation of the Offering. The

undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal

representatives, successors and assigns.

The undersigned also agrees

and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of

the Lock-Up Securities except in compliance with the foregoing restrictions.

Notwithstanding anything to

the contrary contained herein, this lock-up agreement will automatically terminate and the undersigned will be released from all of their

or its obligations hereunder upon the earliest to occur, if any, of the following: (i) prior to the execution of the Underwriting

Agreement, the Company advises Guggenheim Securities in writing that it has determined not to proceed with the Offering, (ii) the

Underwriting Agreement is executed but is terminated (other than with respect to the provisions thereof which survive termination) prior

to payment for and delivery of the Securities to be sold thereunder or (iii) September 15, 2026 in the event that the Offering

shall not have occurred on or before such date (provided that the Company may, by written notice to the undersigned prior to such

date, extend such date for a period of up to an additional 60 days).

This lock-up agreement shall

be governed by and construed in accordance with the laws of the State of New York.

This lock-up agreement may

be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute

one and the same lock-up agreement. Electronic signatures complying with the New York Electronic Signatures and Records Act (N.Y. State

Tech. §§ 301-309), as amended from time to time, or other applicable law will be deemed original signatures for purposes of

this lock-up agreement. Transmission by telecopy, electronic mail or other transmission method of an executed counterpart of this lock-up

agreement will constitute due and sufficient delivery of such counterpart.

[Signature page follows]

Very truly yours,

[NAME OF OFFICER/ DIRECTOR]

By:

Name:

Title:

If not signing in an individual capacity:

Name of Authorized Signatory (Print)

Title of Authorized Signatory (Print)

(Indicate capacity of person

signing if signing as custodian, trustee, or on behalf of an entity.)

EX-4.1 — EXHIBIT 4.1

EX-4.1

Filename: tm2625019d5_ex4-1.htm · Sequence: 3

EXHIBIT 4.1

CENTRUS ENERGY CORP.

Form of Warrant To Purchase Common Stock

Warrant No.: [•]

Aggregate Number of Shares of Common Stock:

Date of Issuance: September 11, 2026 (“Issuance Date”)

Centrus Energy Corp., a corporation

organized under the laws of the State of Delaware (the “Company”), hereby certifies that, for good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, [•], the registered holder hereof or its permitted assigns (the “Holder”),

is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect,

at any time or times on or after the Issuance Date, but not after 11:59 p.m., New York City time, on the applicable Expiration Date for

the applicable Tranche (each as defined below), up to an aggregate of [•] fully paid non-assessable shares of Common Stock (as defined

below), as allocated among the Tranches set forth on Schedule I hereto, subject to adjustment as provided herein (the “Warrant

Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to purchase Common Stock (including any Warrants

to purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings

set forth in Section 11. This Warrant is one of the Warrants to purchase Common Stock (the “Warrants”) issued

pursuant to (i) that certain Underwriting Agreement, dated September 9, 2026 (the “Subscription Date”), by

and between the Company and Guggenheim Securities, LLC, as representative of the several underwriters named therein (the “Underwriting

Agreement”), (ii) the Company’s Registration Statement on Form S-3ASR (File No. 333-291305) (the “Registration

Statement”) and related prospectus included therein and (iii) the Company’s prospectus supplement, dated September 9,

2026.

1. EXERCISE OF WARRANT.

(a) Mechanics of Exercise.

Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(e)), this Warrant

may be exercised by the Holder at any time or times on or after the Issuance Date (an “Exercise Date”), in whole or

in part, by delivery (whether via electronic mail or otherwise) of a written notice, in the form attached hereto as Exhibit A

(the “Exercise Notice”), of the Holder’s election to exercise this Warrant, which Exercise Notice shall specify

the applicable Tranche or Tranches being exercised and the number of Warrant Shares being exercised with respect to each such Tranche.

Within one (1) Trading Day following the delivery of the Exercise Notice, the Holder shall make payment to the Company of an amount

equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which this Warrant

is being exercised (the “Aggregate Exercise Price”) in cash by wire transfer of immediately available funds or, if

the provisions of Section 1(d) are applicable, by notifying the Company pursuant to the Exercise Notice that this Warrant is

being exercised pursuant to a Cashless Exercise (as defined in Section 1(d)). Execution and delivery of the Exercise Notice with

respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original Warrant and issuance of a new

Warrant evidencing the right to purchase the remaining number of Warrant Shares and the Holder shall not be required to physically surrender

this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised

in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within five (5) Trading Days of the

date on which the final Exercise Notice has been delivered to the Company. On or before the first (1st) Trading Day following

the date on which the Holder has delivered the applicable Exercise Notice, the Company shall transmit by electronic mail an acknowledgment

of confirmation of receipt of the Exercise Notice, in the form attached to the Exercise Notice, to the Holder and the Company’s

transfer agent (the “Transfer Agent”). So long as the Holder delivers the Aggregate Exercise Price (or notice of a

Cashless Exercise, if applicable) on or prior to the first (1st) Trading Day following the date on which the Exercise Notice

has been delivered to the Company, then on or prior to the number of Trading Days comprising the Standard Settlement Period following

the date on which the Exercise Notice has been delivered to the Company, or, if the Holder does not deliver the Aggregate Exercise Price

(or notice of a Cashless Exercise, if applicable) on or prior to the first (1st) Trading Day following the date on which the

Exercise Notice has been delivered to the Company, then on or prior to the date on which the Aggregate Exercise Price (or notice of a

Cashless Exercise, if applicable) is delivered (such earlier date, or if later, the earliest day on which the Company is required to deliver

Warrant Shares pursuant to this Section 1(a), the “Share Delivery Date”), the Company shall (X) provided

that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer

Program (“FAST”), credit such aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise

to the Holder’s or its designee’s balance account with DTC through its Deposit / Withdrawal At Custodian system, or (Y) if

the Transfer Agent is not participating in the FAST, issue and dispatch by overnight courier to the address as specified in the Exercise

Notice, a certificate or evidence of a credit book entry of shares, registered in the name of the Holder or its designee, for the number

of Warrant Shares to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses

of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any, including without limitation

for same day processing. On the Share Delivery Date, the Holder shall be deemed for all corporate purposes to have become the holder of

record and the beneficial owner of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date

such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant

Shares, as the case may be; provided, that the Holder shall be deemed to have waived any voting rights of any such Warrant Shares that

may arise with respect to the period commencing on such Exercise Date, through, and including, such applicable Share Delivery Date, as

necessary, such that the aggregate voting rights of any shares of Common Stock (including such Warrant Shares) beneficially owned by the

Holder and/or any Attribution Parties (as defined herein), collectively, on any such date of determination shall not exceed the Maximum

Percentage (as defined below) as a result of any such exercise of this Warrant. If this Warrant is physically delivered to the Company

in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted

for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable

and in no event later than three (3) Trading Days after any exercise and at its own expense, issue and deliver to the Holder (or

its designee (including, if applicable, the Warrant Agent)) a new Warrant (in accordance with Section 7(b)) representing the right

to purchase the number of Warrant Shares issuable immediately prior to such exercise under this Warrant, less the number of Warrant Shares

with respect to which this Warrant is exercised. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but

rather the number of Warrant Shares to be issued shall be rounded down to the nearest whole number. Issuance of Warrant Shares shall be

made without charge to the Holder for any issue or transfer tax or any incidental expense in respect of the issuance of such Warrant Shares,

all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in

such name or names as may be directed by the Holder; provided, however, that, in the event that Warrant Shares are to be issued in a name

other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached

hereto as Exhibit B duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum

sufficient to reimburse it for any transfer tax incidental thereto. Subject to the foregoing, the Holder shall be responsible for all

other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof,

including any United States withholding taxes imposed on any dividends or deemed dividends, and the Company shall be entitled to withhold

such tax liability from shares of Common Stock, sales proceeds subsequently paid or credited, or other amounts payable or distributable

to the relevant Holder as required by applicable law. Any amount deducted or withheld shall be treated for all purposes as having been

paid to the Holder. The Company will not close its stockholder books or records in any manner that prevents the timely exercise of this

Warrant, pursuant to the terms hereof. The Company’s obligation to issue and deliver Warrant Shares in accordance with the terms

and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the

same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce

the same, or any setoff, counterclaim, recoupment, limitation or termination; provided, however, that the Company shall

not be required to deliver Warrant Shares with respect to an exercise prior to the Holder’s delivery of the Aggregate Exercise Price

(or notice of a Cashless Exercise) with respect to such exercise. The Holder and any assignee, by acceptance of this Warrant, acknowledge

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

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

(b) Exercise Price.

For purposes of this Warrant, “Exercise Price” means $[•] per share, subject to adjustment as provided herein.

Failure to Timely Deliver Securities. If either (I) the Company shall fail for any reason or for no reason to issue or credit,

as the case may be, to the Holder on or prior to the applicable Share Delivery Date, if (x) the Transfer Agent is not participating

in the FAST, a certificate or evidence of a book-entry credit for the number of shares of Common Stock to which the Holder is entitled

and register such Common Stock on the Company’s share register or (y) the Transfer Agent is participating in the FAST, to credit

the Holder’s balance account with DTC, for such number of shares of Common Stock to which the Holder is entitled upon the Holder’s

exercise of this Warrant or (II) a registration statement (which may be the Registration Statement) covering the issuance or resale

of the Warrant Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) is not available

for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares and (x) the Company fails to promptly, but in no

event later than one (1) Business Day after such registration statement becomes unavailable, to so notify the Holder and (y) the

Company is unable to deliver the Exercise Notice Warrant Shares electronically without any restrictive legend by crediting such aggregate

number of Exercise Notice Warrant Shares to the Holder’s or its designee’s balance account with DTC through its Deposit /

Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred as a “Notice

Failure”), then, in addition to all other remedies available to the Holder, if on or prior to the applicable Share Delivery

Date either (I) if the Transfer Agent is not participating in the FAST, the Company shall fail to issue and deliver a certificate

or evidence of a book-entry credit to the Holder and register such shares of Common Stock on the Company’s share register or, if

the Transfer Agent is participating in the FAST, credit the Holder’s balance account with DTC for the number of shares of Common

Stock to which the Holder is entitled upon the Holder’s exercise hereunder or pursuant to the Company’s obligation pursuant

to clause (ii) below or (II) if a Notice Failure occurs, and, in each case, if after such date the Holder is required by its

broker to acquire (in an open market transaction, stock loan or otherwise) or the Holder’s brokerage firm otherwise acquires in

connection with such Notice Failure, shares of Common Stock corresponding to all or any portion of the number of shares of Common Stock

issuable upon such exercise which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company

shall, within five (5) Trading Days after the Holder’s request, (A) pay in cash to the Holder the amount, if any,

by which (x) the Holder’s total purchase price (including customary brokerage commissions, stock loan costs and other out-of-pocket

expenses, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number

of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price

at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate

the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise

shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely

complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase

price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving

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

to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect

of the Buy-In, and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right

to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance

and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock upon exercise of the Warrant

as required pursuant to the terms hereof. The Company’s current transfer agent participates in the FAST. In the event that the Company

changes transfer agents while this Warrant is outstanding, the Company shall select a transfer agent that participates in FAST. While

this Warrant is outstanding, the Company shall cause its transfer agent to participate in FAST with respect to this Warrant. In addition

to the foregoing rights, (i) if the Company fails to deliver the applicable number of Warrant Shares upon an exercise pursuant to

Section 1 by the applicable Share Delivery Date, then the Holder shall have the right to rescind such exercise in whole or in part

and retain and/or have the Company return, as the case may be, any portion of this Warrant that has not been exercised pursuant to such

Exercise Notice; provided that the rescission of an exercise shall not affect the Company’s obligation to make any payments that

have accrued prior to the date of such notice pursuant to this Section 1(c) or otherwise, and (ii) if a registration statement

(which may be the Registration Statement) covering the issuance or resale of the Warrant Shares that are subject to an Exercise Notice

is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares and the Holder has submitted an Exercise

Notice prior to receiving notice of the non-availability of such registration statement and the Company has not already delivered the

Warrant Shares underlying such Exercise Notice electronically without any restrictive legend by crediting such aggregate number of Warrant

Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC

through its Deposit / Withdrawal At Custodian system, the Holder shall have the option, by delivery of notice to the Company, to (x) rescind

such Exercise Notice in whole or in part and retain or have returned, as the case may be, any portion of this Warrant that has not been

exercised pursuant to such Exercise Notice; provided that the rescission of an Exercise Notice shall not affect the Company’s obligation

to make any payments that have accrued prior to the date of such notice pursuant to this Section 1(c) or otherwise, and/or (y) switch

some or all of such Exercise Notice from a cash exercise to a Cashless Exercise.

(d) Cashless Exercise.

If at the time of exercise hereof, there is no effective registration statement, or the prospectus contained therein is not available

for the issuance or resale of the Warrant Shares to or by the Holder, then this Warrant may also be exercised, in whole or in part, at

such time by means of a “cashless exercise” (a “Cashless Exercise”) in which the Holder shall be entitled

to receive a number of Warrant Shares equal to the quotient obtained by dividing (A-B) * (X) by (A), where:

A =

as applicable, (i) the VWAP (as defined herein) on the Trading Day immediately preceding the date of the applicable Exercise Notice

if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(a) hereof on a day that is not a Trading

Day or (2) both executed and delivered pursuant to Section 1(a) hereof on a Trading Day prior to the opening of “regular

trading hours” (as defined in Rule 600(b)(88) of Regulation NMS promulgated under the federal securities laws) on such Trading

Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable

Exercise Notice or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg as of the time

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

on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular

trading hours” on a Trading Day) pursuant to Section 1(a) hereof or (iii) the VWAP on the date of the applicable

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

to Section 1(a) hereof after the close of “regular trading hours” on such Trading Day;

B =

the Exercise Price of this Warrant, as adjusted hereunder; and

X =

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

exercise were by means of a cash exercise rather than a Cashless Exercise.

Notwithstanding the foregoing,

on each six-month anniversary of the Issuance Date and upon at least 15 days’ prior written notice to the Holder, the Warrant Agent

and the Transfer Agent, the Company may (but is not required to) elect to require that any exercise of a Warrant by a Holder be effected

only on a Cashless Exercise basis (the “Cashless Election”) during the six-month period commencing on the date of such

Cashless Election and ending on the date immediately prior to the next six-month anniversary of the Issuance Date (the “Election

Period”). For the avoidance of doubt, during an Election Period, the Holder will not be permitted to exercise a Warrant in cash.

The Company shall have the right to make a Cashless Election only on each six-month anniversary of the Issuance Date in accordance with

this paragraph, and, once made, such Cashless Exercise shall be irrevocable by the Company for the corresponding Election Period, and

such Cashless Election shall apply only during such corresponding Election Period. Commencing on the next six-month anniversary of the

Issuance Date following a Cashless Election, a Warrant may be exercised by Holders only in cash unless either (A) a Cashless Exercise

by the Holder is permitted by this clause (d) as set forth above or (B) the Company makes (and has provided notice of) a new

Cashless Election in accordance with this paragraph.

If Warrant Shares are issued

in a Cashless Exercise, the Company acknowledges and agrees that in accordance with Section 3(a)(9) of the Securities Act of

1933, as amended (the “Securities Act”), the Warrant Shares shall take on the registered characteristics of the Warrants

being exercised. The Company agrees not to take any position contrary to this Section 1(d). Without limiting the rights of a Holder

to receive Warrant Shares on a “cashless exercise” basis, and to receive the cash payments contemplated pursuant to Sections

1(c) and 3, in no event will the Company be required to net cash settle a Warrant exercise.

(e) Beneficial Ownership.

Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of any portion of this Warrant, and

the Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and

any such exercise shall be null and void and treated as if never made, to the extent that after giving effect to such exercise, the Holder

together with the other Attribution Parties collectively would beneficially own in excess of the Maximum Percentage (as defined below).

For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other

Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number

of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made,

but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, unexercised portion

of this Warrant beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised

or unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred

stock or warrants, including the other Warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation

on conversion or exercise analogous to the limitation contained in this Section 1(e). For purposes of this Section 1(e), beneficial

ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange

Act”). In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of

the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Warrant, in determining the number of

outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Maximum Percentage,

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

Report on Form 10-K, Quarterly Report on Form 10-Q or other public filing with the Securities and Exchange Commission (the “SEC”),

as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the

Transfer Agent setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”).

If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less

than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common

Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as

determined pursuant to this Section 1(e), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number

of Warrant Shares to be acquired pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction

Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by

the Holder for the Reduction Shares. For any reason at any time, upon the written or oral request of the Holder, the Company shall within

one (1) Business Day confirm orally and in writing or by electronic mail to the Holder the number of shares of Common Stock then

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

exercise of securities of the Company, including this Warrant, by the Holder and any other Attribution Party since the date as of which

the Reported Outstanding Share Number was reported. In the event that the issuance of Common Stock to the Holder upon exercise of this

Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum

Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the Exchange Act), the

number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds

the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the

Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the

Excess Shares has been deemed null and void, the Company shall return to the Holder the Exercise Price paid by the Holder for the Excess

Shares. The Maximum Percentage shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect

to the issuance of shares of Common Stock issuable upon exercise of this Warrant (the “Maximum Percentage”). Upon delivery

of a written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage

not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective

until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease

will apply only to the Holder and the other Attribution Parties and not to any other holder of Warrants that is not an Attribution Party

of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Maximum

Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or

Rule 16a-1(a)(1) of the Exchange Act. No prior inability to exercise this Warrant pursuant to this paragraph shall have any

effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. The provisions

of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(e) to

the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended

beneficial ownership limitation contained in this Section 1(e) or to make changes or supplements necessary or desirable to properly

give effect to such limitation. The limitation contained in this paragraph may not be waived, modified or amended and shall apply to a

successor holder of this Warrant. The Warrant Agent (as defined below) shall have no obligation to monitor the beneficial ownership holdings

of the Holder or all holders of the Warrants.

(f) Disputes.

In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the number of Warrant Shares to

be issued pursuant to the terms hereof, the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed

and resolve such dispute in accordance with Section 10.

2. ADJUSTMENT OF EXERCISE

PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:

(a) Voluntary Adjustment

By Company. Subject to the rules and regulations of the Trading Market, the Company may at any time during the term of this Warrant

reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the board of directors of the Company

(the “Board of Directors”).

(b) Adjustment Upon

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

Stock or otherwise makes a distribution or distributions on any class of capital stock payable in shares of its Common Stock or any other

equity or equity equivalent securities payable in shares of Common Stock (which, for the avoidance of doubt, shall not include any shares

of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a greater

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

of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then, in

each case, the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding

treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common

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

adjusted such that the Aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment under this Section 2(b) shall

become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution

and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. If any

event requiring an adjustment under this paragraph occurs during the period that an Exercise Price is calculated hereunder, then the calculation

of such Exercise Price shall be adjusted appropriately to reflect such event. Simultaneously with any adjustment to the Exercise Price

pursuant to this Section 2(b), the number of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased

or decreased proportionately, so that after such adjustment the Aggregate Exercise Price payable hereunder for the adjusted number of

Warrant Shares shall be the same as the Aggregate Exercise Price in effect immediately prior to such adjustment (without regard to any

limitations on exercise contained herein).

3. RIGHTS UPON DISTRIBUTION

OF ASSETS. In addition to any adjustments pursuant to Section 2 above or Section 4(a) below, during such time as this

Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its

assets) (the “Distributed Assets”) to holders of shares of Common Stock, by way of return of capital or otherwise (including,

without limitation, any distribution of cash, stock or other securities, property, options, evidence of indebtedness or any other assets

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

dividends or distributions subject to Section 2(b) above (a “Distribution”), or other than a reclassification

to which Section 4(b) applies, then at any time after the issuance of this Warrant, then, in each such case, the Holder shall

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

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

on exercise of this Warrant, including without limitation, the Maximum Percentage) immediately before the date on which a record is taken

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

for the participation in such Distribution. The Company shall not effect any Distribution if, immediately after giving effect thereto,

any Initial Holder, together with its Attribution Parties, would beneficially own in excess of 9.99% of the outstanding shares of Common

Stock, unless such Initial Holder has provided its prior written consent. Notwithstanding the foregoing, such consent shall be deemed

given if (i) the Company provides such Initial Holder, at least five (5) Business Days prior to the record date for the Distribution,

written notice describing the Distribution in reasonable detail and (ii) such Initial Holder does not notify the Company in writing

within two (2) Business Days of receipt of such written notice, that the Distribution would cause such Initial Holder, together with

its Attribution Parties, to beneficially own in excess of 9.99% of the outstanding shares of Common Stock immediately after giving effect

to the Distribution.

4. PURCHASE RIGHTS; ASSUMPTION

TRANSACTIONS.

(a) Purchase Rights.

In addition to any adjustments pursuant to Section 2 or 3 above, if during such time as this Warrant is outstanding, the Company

grants, issues or sells (each, a “Grant”) any Options, Convertible Securities or rights to purchase stock, warrants,

securities or other property pro rata to the record holders of any Common Stock (the “Purchase Rights”), then the Holder

will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have

acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard

to any limitations or restrictions on exercise of this Warrant, including without limitation, the Maximum Percentage) immediately before

the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date

as of which the record holders of Common Stock are to be determined for the grant, issuance or sale of such Purchase Rights. The Company

shall not effect any Grant if, immediately after giving effect thereto, any Initial Holder, together with its Attribution Parties, would

beneficially own in excess of 9.99% of the outstanding shares of Common Stock, unless such Initial Holder has provided its prior written

consent. Notwithstanding the foregoing, such consent shall be deemed given if (i) the Company provides such Initial Holder, at least

five (5) Business Days prior to the record date for the Grant, written notice describing the Grant in reasonable detail and (ii) such

Initial Holder does not notify the Company in writing within two (2) Business Days of receipt of such written notice, that the Grant

would cause such Initial Holder, together with its Attribution Parties, to beneficially own in excess of 9.99% of the outstanding shares

of Common Stock immediately after giving effect to the Grant.

(b) Assumption Transactions.

The Company shall not enter into or be party to a Assumption Transaction unless the Successor Entity assumes in writing all of the obligations

of the Company under this Warrant and the other Transaction Documents in accordance with the provisions of this Section 4(b) pursuant

to written agreements that are, so long as any Initial Holder owns more than 50% of the Warrants that it held as of the Closing Date (as

defined in the Underwriting Agreement), in form and substance satisfactory to each Initial Holder and approved by such Initial Holder

(without unreasonable delay) prior to such Assumption Transaction, including agreements to deliver to the Holder in exchange for this

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

including, without limitation, which is exercisable for a corresponding number of shares of capital stock equivalent to the shares of

Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant)

prior to such Assumption Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital

stock (but taking into account the relative value of the shares of Common Stock pursuant to such Assumption Transaction and the value

of such shares of capital stock, such adjustments to the number of shares of capital stock and such exercise price being for the purpose

of protecting the economic value of this Warrant immediately prior to the consummation of such Assumption Transaction ). Upon the consummation

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

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

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

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

as the Company herein. Upon consummation of each Assumption Transaction, the Successor Entity shall deliver to the Holder confirmation

that there shall be issued upon exercise of this Warrant at any time after the consummation of the applicable Assumption Transaction,

in lieu of the shares of Common Stock (or other securities, cash, assets or other property (except such items still issuable under Sections

3 and 4(a) above, which shall continue to be receivable thereafter)) issuable upon the exercise of this Warrant prior to the applicable

Assumption Transaction, such shares of common stock (or its equivalent) of the Successor Entity (including its Parent Entity) which the

Holder would have been entitled to receive upon the happening of the applicable Assumption Transaction had this Warrant been exercised

immediately prior to the applicable Assumption Transaction (without regard to any limitations on the exercise of this Warrant), as adjusted

in accordance with the provisions of this Warrant. Notwithstanding the foregoing, and without limiting Section 1(e) hereof,

the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 4(b) to permit

the Assumption Transaction without the assumption of this Warrant. In addition to and not in substitution for any other rights hereunder,

prior to the consummation of each Assumption Transaction pursuant to which holders of shares of Common Stock, as a class, are entitled

to receive securities or other assets with respect to or in exchange for shares of Common Stock, the Company shall make appropriate provision

to ensure that the Holder will thereafter have the right to receive upon an exercise of this Warrant at any time after the consummation

of the applicable Assumption Transaction but prior to the applicable Expiration Date, in lieu of the shares of the Common Stock (or other

securities, cash, assets or other property (except such items still issuable under Sections 3 and 4(a) above, which shall continue

to be receivable thereafter)) issuable upon the exercise of the Warrant prior to such Assumption Transaction, such shares of stock, securities,

cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights) which the Holder would have

been entitled to receive upon the happening of the applicable Assumption Transaction had this Warrant been exercised immediately prior

to the applicable Assumption Transaction (without regard to any limitations on the exercise of this Warrant). Any provision made pursuant

to the preceding sentence shall be in a form and substance reasonably satisfactory to any Initial Holder that owns more than 50% of the

Warrants that it held as of the Closing Date (as defined in the Underwriting Agreement). For the avoidance of doubt, if holders of Common

Stock, as a class, are given any choice as to the securities, cash or property to be received in an Assumption Transaction, then the Holder

shall be given the same choice as to the consideration it receives upon any exercise of this Warrant following such Assumption Transaction.

Value. Notwithstanding the foregoing and the provisions of Section 4(b) above, at the request of the Holder delivered at

any time commencing on the earliest to occur of (x) the public disclosure of a Change of Control, (y) the consummation of a

Change of Control and (z) the Holder first becoming aware of a Change of Control through the date that is sixty (60) days after the

public disclosure of the consummation of such Change of Control by the Company pursuant to a Current Report on Form 8-K filed with

the SEC, the Company or the Successor Entity (as the case may be) shall purchase this Warrant from the Holder on the date of such request

by paying to the Holder cash in an amount equal to the Black Scholes Value, provided, however, that, if the Change of Control is not within

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

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

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

Control, whether that consideration be in the form of cash, stock or any combination thereof, or whether the holders of Common Stock are

given the choice to receive from among alternative forms of consideration in connection with the Change of Control; provided, further,

that if holders of Common Stock of the Company are not offered or paid any consideration in such Change of Control, such holders of Common

Stock will be deemed to have received common stock of the Subject Entity (which Subject Entity may be the Company following such Change

of Control) in such Change of Control. Payment of such cash or delivery of such other consideration, as applicable, shall be made by the

Company (or at the Company’s direction) to the Holder on or prior to the later of (x) the second (2nd) Trading Day after the

date of such request and (y) the date of consummation of such Change of Control.

(d) Application.

The provisions of this Section 4 shall apply similarly and equally to successive Assumption Transactions and shall be applied as

if this Warrant (and any such subsequent warrants) were fully exercisable and without regard to any limitations on the exercise of this

Warrant (provided that the Holder shall continue to be entitled to the benefit of the Maximum Percentage, applied however with respect

to shares of capital stock registered under the Exchange Act and thereafter receivable upon exercise of this Warrant (or any such other

warrant)).

(e) Calculations.

All calculations under Sections 2, 3 and 4 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be.

For purposes of Sections 2, 3 and 4, the number of shares of Common Stock deemed to be issued and outstanding as of a given date

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

5. NONCIRCUMVENTION.

The Company hereby covenants and agrees that the Company will not, by amendment of its certificate of incorporation or bylaws, or through

any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issuance or sale of securities, or

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

times in good faith carry out all of the provisions of this Warrant and take all action as may be required to protect the rights of the

Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common

Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may

be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock

upon the exercise of this Warrant, and (iii) shall, so long as any of the Warrants are outstanding, take all action necessary to

reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the exercise

of the Warrants, the number of shares of Common Stock as shall from time to time be necessary to effect the exercise of the Warrants then

outstanding (without regard to any limitations on exercise).

6. WARRANT HOLDER NOT

DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, the Holder, solely in its capacity as a holder of this Warrant,

shall not be entitled to vote or receive dividends or be deemed the holder of capital stock of the Company for any purpose, nor shall

anything contained in this Warrant be construed to confer upon the Holder, solely in its capacity as the Holder of this Warrant, any of

the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization,

issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends

or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which it is then entitled to receive upon

the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the

Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities

are asserted by the Company or by creditors of the Company. Notwithstanding this Section 6, the Company shall provide the Holder

with copies of the same notices and other information given to the stockholders of the Company generally, contemporaneously with the giving

thereof to the stockholders.

7. REISSUANCE OF WARRANTS.

(a) Transfer of Warrant.

Subject to compliance with any applicable securities laws, this Warrant and all rights hereunder are transferable, in whole or in part,

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

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

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

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

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

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

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

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

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

of Warrant Shares without having a new Warrant issued.

(b) New Warrants.

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

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

or attorney. Subject to compliance with Section 7(a), as to any transfer which may be involved in such division or combination, the

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

with such notice. All Warrants issued on transfers or exchanges shall be dated the Issuance Date of this Warrant and shall be identical

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

The Company shall register this Warrant, upon records to be maintained by the Company for that purpose which may be maintained by the

Warrant Agent on behalf of the Company (the “Warrant Register”), in the name of the record Holder hereof from time

to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise

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

8. NOTICES. Whenever

notice is required to be given under this Warrant, including, without limitation, an Exercise Notice, unless otherwise provided herein,

such notice shall be given in writing, (i) if delivered (a) from within the domestic United States, by first-class registered

or certified airmail, or nationally recognized overnight express courier, postage prepaid or electronic mail or (b) from outside

the United States, by International Federal Express or electronic mail, and (ii) will be deemed given (A) if delivered by first-class

registered or certified mail domestic, three (3) Business Days after so mailed, (B) if delivered by nationally recognized overnight

carrier, one (1) Business Day after so mailed, (C) if delivered by International Federal Express, two (2) Business Days

after so mailed and (D) at the time of transmission, if delivered by electronic mail to each of the email addresses specified in

this Section 8 prior to 5:00 p.m. (New York time) on a Trading Day, and (E) the next Trading Day after the date of transmission,

if delivered by electronic mail to each of the email addresses specified in this Section 8 on a day that is not a Trading Day or

later than 5:00 p.m. (New York time) on any Trading Day:

(i) if to the Company,

to:

Centrus Energy Corp.

6901 Rockledge Drive

Suite 800

Bethesda, MD 20817

Attention: Todd Tinelli, Chief Financial Officer

Email: generalcounsel@centrusenergy.com

With a copy to:

O’Melveny & Myers LLP

1301 Avenue of the Americas

New York, NY 10036

Attention: Brophy C. Christensen

Email: bchristensen@omm.com

(ii) if to the Holder,

at such address or other contact information delivered by the Holder to the Company or as is on the books and records of the Company.

The Company will give written notice to the Holder,

the Warrant Agent and the Transfer Agent (i) promptly after any adjustment of the Exercise Price, setting forth in reasonable detail,

and certifying, the calculation of such adjustment and (ii) at least fifteen (15) days prior to the date on which the Company closes

its books or takes a record (A) with respect to any dividend or distribution upon the shares of Common Stock or (B) for determining

rights to vote with respect to any Fundamental Transaction, Assumption Transaction, dissolution or liquidation; provided in each

case that such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder.

It is expressly understood and agreed that the time of exercise specified by the Holder in each Exercise Notice shall be definitive and

may not be disputed or challenged by the Company.

9. MISCELLANEOUS.

(a) No Rights

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

other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 1(a), except as expressly set forth

in Sections 2, 3 and 4. Without limiting the rights of a Holder to receive Warrant Shares on a “cashless exercise” basis pursuant

to Section 1(d), or to receive cash payments contemplated by Sections 1(a), 1(c) and 3 herein, in no event will the Company

be required to net cash settle an exercise of this Warrant.

(b) Loss, Theft, Destruction

or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the

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

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

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

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

(1) The Company

covenants that so long as this Warrant remains outstanding, it will reserve from its authorized and unissued Common Stock a sufficient

number of shares to provide for the issuance of the Warrant Shares upon the exercise of this Warrant (the “Required Reserve Amount”).

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

duty of issuing the necessary Warrant Shares upon the exercise of this Warrant. The Company will take all such reasonable action as may

be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation,

or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares

which may be issued upon the exercise of this Warrant will, upon exercise hereunder and payment for such Warrant Shares in accordance

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

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

(2) Except

and to the extent waived or consented to by each Holder of outstanding Warrants in writing, the Company shall not by any action, including,

without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger,

dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of

the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such

actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting

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

upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate

in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant

and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory

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

(3) Before

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

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

any public regulatory body or bodies having jurisdiction thereof.

(4) If, notwithstanding

the foregoing, and not in limitation thereof, at any time while any of the Warrants remain outstanding, the Company does not have a sufficient

number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve the Required Reserve Amount (an “Authorized

Share Failure”), then the Company shall immediately take all reasonable action necessary to increase the Company’s authorized

shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for all the Warrants then outstanding.

Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share

Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting

of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting,

the Company shall provide each stockholder with a proxy statement and shall use its reasonable best efforts to solicit its stockholders’

approval of such increase in authorized shares of Common Stock and to cause its Board of Directors to recommend to the stockholders that

they approve such proposal. Notwithstanding the foregoing, if at any such time of an Authorized Share Failure, the Company is able to

obtain the written consent of a majority of the shares of its issued and outstanding shares of Common Stock to approve the increase in

the number of authorized shares of Common Stock, the Company may satisfy this obligation by obtaining such consent and submitting for

filing with the SEC an Information Statement on Schedule 14C.In the event the Company is unable to obtain stockholder approval for such

increase in the number of authorized shares of Common Stock at the first stockholders’ meeting called for such purpose in accordance

with the procedures set forth in this Section 9(c), the Company shall be required to use its reasonable best efforts to continue

to follow such processes and to hold stockholder meetings for this purpose until such approval is obtained or the Authorized Share Failure

is otherwise cured.

(d) Jurisdiction.

All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed

and enforced in accordance with the internal laws of the State of New York, without giving effect to any provision or rule (whether

of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the

State of New York. The Company and, by accepting this Warrant, the Holder each agrees that all legal proceedings concerning the interpretations,

enforcement and defense of the transactions contemplated by this Warrant (whether brought against the Company or the Holder or their respective

affiliates, directors, officers, stockholders, partners, members, employees or agents) shall be commenced exclusively in the state and

federal courts sitting in the City of New York. The Company and, by accepting this Warrant, the Holder each hereby irrevocably submits

to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication

of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably

waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of

any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. The Company and, by

accepting this Warrant, the Holder each hereby irrevocably waives personal service of process and consents to process being served in

any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of

delivery) to it at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient

service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any

other manner permitted by law. If the Company or the Holder shall commence an action, suit or proceeding to enforce any provisions of

this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’

fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding. EACH OF

THE COMPANY AND EACH HOLDER HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION

OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.

(e) Restrictions.

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

utilize Cashless Exercise, will have restrictions upon resale imposed by state and federal securities laws.

(f) Nonwaiver and

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

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

if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the

Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited

to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant

hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

(g) Warrant Agent.

U.S. Bank Trust Company, National Association (“US Bank”) has been appointed to serve as warrant agent (the “Warrant

Agent”) under this Warrant, pursuant to a warrant agent agreement between US Bank and the Company, dated September 11,

2026. Upon ten (10) days’ notice to the Holder, the Company may appoint a new warrant agent. Any corporation into which the

Company or any new warrant agent may be merged or any corporation resulting from any consolidation to which the Company or any new warrant

agent shall be a party or any corporation to which the Company or any new warrant agent transfers substantially all of its corporate trust

or shareholders services business shall be a successor warrant agent under this Warrant without any further act. Any such successor warrant

agent shall promptly cause notice of its succession as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder

at the Holder’s last address as shown on the Warrant Register.

(h) Limitation of

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

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

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

Company.

(i) Remedies, Characterization,

Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Warrant shall be cumulative and in addition to all

other remedies available under this Warrant and the other Transaction Documents, at law or in equity (including a decree of specific performance

and/or other injunctive relief), and nothing herein shall limit the right of the Holder to pursue actual and consequential damages for

any failure by the Company to comply with the terms of this Warrant. The Company covenants to the Holder that there shall be no characterization

concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments,

exercises and the like (and the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly

provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach

by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate.

The Company therefore agrees that, in the event of any such breach or threatened breach, the holder of this Warrant shall be entitled,

in addition to all other available remedies, to specific performance and/or temporary, preliminary and permanent injunctive or other equitable

relief from any court of competent jurisdiction in any such case without the necessity of proving actual damages and without posting a

bond or other security. The Company shall provide all information and documentation to the Holder that is reasonably requested by the

Holder to enable the Holder to confirm the Company’s compliance with the terms and conditions of this Warrant. The issuance of shares

and certificates for shares as contemplated hereby upon the exercise of this Warrant shall be made without charge to the Holder or such

shares for any issuance tax or other costs in respect thereof, provided that the Company shall not be required to pay any tax which may

be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than the Holder or its

agent on its behalf.

(j) Payment of Collection,

Enforcement and Other Costs. If (a) this Warrant is placed in the hands of an attorney for collection or enforcement or is collected

or enforced through any legal proceeding or the Holder otherwise takes action to collect amounts due under this Warrant or to enforce

the provisions of this Warrant or (b) there occurs any bankruptcy, reorganization, receivership of the company or other proceedings

affecting company creditors’ rights and involving a claim under this Warrant, then the Company shall pay the costs incurred by the

Holder for such collection, enforcement or action or in connection with such bankruptcy, reorganization, receivership or other proceeding,

including, without limitation, attorneys’ fees and disbursements.

(k) Successors and

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

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

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

or holder of Warrant Shares.

(l) Amendment.

Except for Section 1(e) and this Section 9(l) which may not be amended, modified or waived, this Warrant may be modified

or amended or the provisions hereof waived with the written consent of the Company, on the one hand, and the Holder of a majority of the

then outstanding Warrants, on the other hand.

(m) Severability.

If any provision of this Warrant is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction,

the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that

it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining

provisions of this Warrant so long as this Warrant as so modified continues to express, without material change, the original intentions

of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question

does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the

benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited,

invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited,

invalid or unenforceable provision(s).

(n) Construction/Headings.

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

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

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

The headings of the sections and subsections of this Warrant are for convenience of reference only, are not to be considered a part hereof,

and shall not limit, expand or otherwise affect the construction or interpretation of any provision of this Warrant.

(o) Disclosure.

Upon delivery by the Company to the Holder (or receipt by the Company from the Holder) of any notice in accordance with the terms of this

Warrant, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, non-public

information relating to the Company or any of its subsidiaries, the Company shall on or prior to 9:00 am, New York city time on the Business

Day immediately following such notice delivery date, publicly disclose such material, non-public information on a Current Report on Form 8-K

or otherwise. In the event that the Company believes that a notice contains material, non-public information relating to the Company or

any of its subsidiaries, the Company so shall indicate to the Holder explicitly in writing in such notice (or immediately upon receipt

of notice from the Holder, as applicable), and in the absence of any such written indication in such notice (or notification from the

Company immediately upon receipt of notice from the Holder), the Holder shall be entitled to presume that information contained in the

notice does not constitute material, non-public information relating to the Company or any of its subsidiaries.

(p) Absence of Trading

and Disclosure Restrictions. The Company acknowledges and agrees that the Holder is not a fiduciary or agent of the Company and

that the Holder shall have no obligation to (a) maintain the confidentiality of any information provided by the Company or (b) refrain

from trading any securities while in possession of such information in the absence of a written non-disclosure agreement signed by an

officer of the Holder that explicitly provides for such confidentiality and trading restrictions. In the absence of such an executed,

written non-disclosure agreement, the Company acknowledges that the Holder may freely trade in any securities issued by the Company, may

possess and use any information provided by the Company in connection with such trading activity, and may disclose any such information

to any third party.

10. DISPUTE RESOLUTION.

(a) Submission to

Dispute Resolution.

(1) In the

case of a dispute relating to the Exercise Price, the Bid Price, Black Scholes Value or fair market value or the arithmetic calculation

of the number of Warrant Shares (as the case may be) (including, without limitation, a dispute relating to the determination of any of

the foregoing), the Company or the Holder (as the case may be, the “Submitting Party”) shall submit the dispute to

the other party via electronic mail (A) if by the Company, within two (2) Business Days after the occurrence of the circumstances

giving rise to such dispute or (B) if by the Holder, at any time after the Holder learned of the circumstances giving rise to such

dispute. If the Holder and the Company are unable to promptly resolve such dispute relating to such Exercise Price, such Bid Price, such

Black Scholes Value or such fair market value or such arithmetic calculation of the number of Warrant Shares (as the case may be), at

any time after the second (2nd) Business Day following such initial notice by the Submitting Party of such dispute to the other

party, then the Submitting Party may select an independent, reputable investment bank to resolve such dispute (subject to the other party’s

consent, not to be unreasonably withheld).

(2) The Holder

and the Company shall each deliver to such investment bank (A) a copy of the initial dispute submission so delivered in accordance

with the first sentence of this Section 10 and (B) written documentation supporting its position with respect to such dispute,

in each case, no later than 5:00 p.m. (New York time) by the fifth (5th) Business Day immediately following the date on

which the Holder selected such investment bank (the “Dispute Submission Deadline”) (the documents referred to in the

immediately preceding clauses (A) and (B) are collectively referred to herein as the “Required Dispute Documentation”)

(it being understood and agreed that if either the Holder or the Company fails to so deliver all of the Required Dispute Documentation

by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be

entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such investment bank with

respect to such dispute and such investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was

delivered to such investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company

and the Holder or otherwise requested by such investment bank, neither the Company nor the Holder shall be entitled to deliver or submit

any written documentation or other support to such investment bank in connection with such dispute (other than the Required Dispute Documentation).

(3) The Company

and the Holder shall cause such investment bank to determine the resolution of such dispute and notify the Company and the Holder of such

resolution no later than ten (10) Business Days immediately following the Dispute Submission Deadline. The reasonable fees and

expenses of such investment bank shall be borne solely by the Company, and such investment bank’s resolution of such dispute shall

be final and binding upon all parties absent manifest error.

(b) Miscellaneous.

The Company expressly acknowledges and agrees that (i) this Section 10 constitutes an agreement to arbitrate between the Company

and the Holder (and constitutes an arbitration agreement) under the rules then in effect under § 7501, et seq. of the New York

Civil Practice Law and Rules (“CPLR”) and that the Holder is authorized to apply for an order to compel arbitration

pursuant to CPLR § 7503(a) in order to compel compliance with this Section 10, (ii) the terms of this Warrant and

each other applicable Transaction Document shall serve as the basis for the selected investment bank’s resolution of the applicable

dispute, such investment bank shall be entitled (and is hereby expressly authorized) to make all findings, determinations and the like

that such investment bank determines are required to be made by such investment bank in connection with its resolution of such dispute

and in resolving such dispute such investment bank shall apply such findings, determinations and the like to the terms of this Warrant

and any other applicable Transaction Documents, (iii) the Holder (and only the Holder), in its sole discretion, shall have the right

to submit any dispute described in this Section 10 to any state or federal court sitting in The City of New York, Borough of Manhattan

in lieu of utilizing the procedures set forth in this Section 10 and (iv) nothing in this Section 10 shall limit the Holder

from obtaining any injunctive relief or other equitable remedies (including, without limitation, with respect to any matters described

in this Section 10).

11. CERTAIN DEFINITIONS.

For purposes of this Warrant, the following terms shall have the following meanings:

“Affiliate”

means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control

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

“Assumption

Transaction” means (A) that the Company shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise,

in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company is the surviving corporation)

another Subject Entity, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties

or assets of the Company and its subsidiaries, taken as a whole, to one or more Subject Entities, or (iii) make, or allow one or

more Subject Entities to make, or allow the Company to be subject to or have its Voting Stock be subject to or party to one or more Subject

Entities making, a purchase, tender or exchange offer that is accepted by the holders of at least either (x) 50% of the aggregate

ordinary voting power represented by issued and outstanding shares of Voting Stock, or (y) such number of shares of Voting Stock

such that all Subject Entities making or party to, or Affiliated with any Subject Entity making or party to, such purchase, tender or

exchange offer, become collectively the beneficial owners (as defined in Rule 13d-3 under the Exchange Act) of at least 50% of the

aggregate ordinary voting power represented by issued and outstanding shares of Voting Stock, or (iv) consummate a stock or share

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

of arrangement) with one or more Subject Entities whereby all such Subject Entities, individually or in the aggregate, acquire, either

(x) at least 50% of the aggregate ordinary voting power represented by issued and outstanding shares of Voting Stock or (y) such

number of shares of Voting Stock such that the Subject Entities become collectively the beneficial owners (as defined in Rule 13d-3

under the Exchange Act) of at least 50% of the aggregate ordinary voting power represented by issued and outstanding shares of Voting

Stock, or (v) reorganize, recapitalize or reclassify its Voting Stock in a transaction pursuant to which the Common Stock is converted

into or exchanged for other securities, cash or property or (B) that the Company shall, directly or indirectly, including through

subsidiaries, Affiliates or otherwise, in one or more related transactions, allow any Subject Entity individually or the Subject Entities

in the aggregate to be or become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or

indirectly, whether through acquisition, purchase, assignment, conveyance, tender, tender offer, exchange, merger, consolidation, business

combination, reorganization, recapitalization, spin- off, scheme of arrangement, reorganization, recapitalization or reclassification

or otherwise in any manner whatsoever, of either (x) at least 50% of the aggregate ordinary voting power represented by issued and

outstanding Voting Stock or (y) a percentage of the aggregate ordinary voting power represented by issued and outstanding shares

of Voting Stock or other equity securities of the Company sufficient to allow such Subject Entities to effect a statutory short form merger

or other transaction requiring other stockholders of the Company to surrender their shares of Voting Stock without approval of the stockholders

of the Company or (C) directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more related transactions,

the issuance of or the entering into any other instrument or transaction structured in a manner to circumvent, or that circumvents, the

intent of this definition in which case this definition shall be construed and implemented in a manner otherwise than in strict conformity

with the terms of this definition to the extent necessary to correct this definition or any portion of this definition which may be defective

or inconsistent with the intended treatment of such instrument or transaction.

“Attribution

Parties” means, collectively, the following Persons and entities: (i) any investment vehicle, including, any funds, feeder

funds or managed accounts, currently, or from time to time after the Subscription Date, directly or indirectly managed or advised by the

Holder’s investment manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates of the Holder or

any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a Group together with the Holder or any of the

foregoing and (iv) any other Persons whose beneficial ownership of the Company’s Common Stock would or could be aggregated

with the Holder’s and the other Attribution Parties for purposes of Section 13(d) of the Exchange Act. For clarity, the

purpose of the foregoing is to subject collectively the Holder and all other Attribution Parties to the Maximum Percentage.

“Bid Price”

means, for any security as of the particular time of determination, the bid price for such security on the Principal Market as reported

by Bloomberg as of such time of determination, or, if the Principal Market is not the principal securities exchange or trading market

for such security, the bid price of such security on the principal securities exchange or trading market where such security is listed

or traded as reported by Bloomberg as of such time of determination, or if the foregoing does not apply, the bid price of such security

in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg as of such time of determination,

or, if no bid price is reported for such security by Bloomberg as of such time of determination, the average of the bid prices of any

market makers for such security as reported on the Pink Open Market as of such time of determination. If the Bid Price cannot be calculated

for a security as of the particular time of determination on any of the foregoing bases, the Bid Price of such security as of such time

of determination shall be the fair market value of such securities as determined by an independent appraiser selected in good faith by

the Required Holders and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company. All such determinations

shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during such period.

“Black

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

function on Bloomberg determined as of the day of consummation of the applicable Change of Control for pricing purposes and reflecting

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

announcement of the applicable Change of Control and the applicable Expiration Date, (B) an expected volatility equal to the 30-day

volatility obtained from the HVT function on Bloomberg (determined utilizing a 365-day annualization factor) as of the Trading Day immediately

following the public announcement of the applicable Change of Control, (C) the underlying price per share used in such calculation

shall be the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered

in such Change of Control and (D) a remaining option time equal to the time between the date of the public announcement of the applicable

Change of Control and the applicable Expiration Date and (E) a zero cost of borrow, in each case, determined separately for each

outstanding Tranche, and aggregated.

“Bloomberg”

means Bloomberg Financial Markets.

“Business

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

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

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

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

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

open for use by customers on such day.

“Change

of Control” means any Fundamental Transaction other than (i) any reorganization, recapitalization or reclassification of

the Voting Stock in which holders of the Company’s voting power immediately prior to such reorganization, recapitalization or reclassification

continue after such reorganization, recapitalization or reclassification to hold publicly traded securities and, directly or indirectly,

are, in all material respects, the holders of the voting power of the surviving entity (or entities with the authority or voting power

to elect the members of the Board of Directors (or their equivalent if other than a corporation) of such entity or entities) after such

reorganization, recapitalization or reclassification, (ii) pursuant to a migratory merger effected solely for the purpose of changing

the jurisdiction of incorporation of the Company or (iii) an acquisition or a merger in connection with a bona fide acquisition by

the Company of any Person in which (x) the gross consideration paid, directly or indirectly, by the Company in such acquisition or

merger is not greater than 50% of the Company’s market capitalization as calculated on the date of the consummation of such acquisition

or merger and (y) such acquisition or merger does not contemplate a change to the identity of a majority of the Board of Directors

and the holders of the Company’s voting power eligible to elect a majority of the Board of Directors immediately prior to such transaction,

directly or indirectly, are, in all material respects, the holders of the voting power of the surviving entity with voting power to elect

a majority of the members of the Board of Directors (or entities with the authority or voting power to elect the majority of the members

of the Board of Directors (or their equivalent if other than a corporation) of such entity or entities) after such transaction, as applicable.

Notwithstanding anything herein to the contrary, any transaction or series of transactions that, directly or indirectly, results in the

Company or the Successor Entity not having Common Stock or common stock, as applicable, registered under the Exchange Act and listed on

an Eligible Market shall be deemed a Change of Control.

“Common

Stock” means (i) the Company’s Class A Common Stock, par value $0.10 per share, and (ii) any capital stock

into which such Common Stock shall have been changed or any capital stock resulting from a reclassification of such Common Stock.

“Convertible

Securities” means any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable

for shares of Common Stock.

“Eligible

Market” means The New York Stock Exchange, Inc., The NASDAQ Capital Market, the NYSE American LLC, The NASDAQ Global Select

Market, or The NASDAQ Global Market.

“Expiration

Date” means, with respect to any Tranche, the date set forth for such Tranche on Schedule I, or, if such date falls on

a day other than a Business Day or on which trading does not take place on the Principal Market (a “Holiday”), the

next day that is not a Holiday.

“Fundamental

Transaction” means (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation

of the Company with or into another entity, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment,

transfer, conveyance, or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any,

direct or indirect, purchase offer, tender offer, or exchange offer (whether by the Company or a third party) is completed pursuant to

which holders of Voting Stock are permitted to sell, tender, or exchange their shares for other securities, cash, or property and has

been accepted by the holders of greater than 50% of the outstanding Voting Stock and greater than 50% of the voting power of all outstanding

Voting Stock, on an as-converted basis, of the Company, (iv) the Company, directly or indirectly, in one or more related transactions

effects any reclassification, reorganization, or recapitalization of Voting Stock or any compulsory share exchange pursuant to which the

Voting Stock is converted into or exchanged for other securities, cash, or property, or (v) the Company, directly or indirectly,

in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without

limitation, a reorganization, recapitalization, spin-off, merger, or scheme of arrangement) with another entity whereby such other entity

acquires greater than 50% of the outstanding Voting Stock and greater than 50% of the voting power of all outstanding securities with

voting rights, on an as-converted basis, of the Company, or (vi) directly or indirectly, including through subsidiaries, Affiliates

or otherwise, in one or more related transactions, the issuance of or the entering into any other instrument or transaction structured

in a manner to circumvent, or that circumvents, the intent of this definition in which case this definition shall be construed and implemented

in a manner otherwise than in strict conformity with the terms of this definition to the extent necessary to correct this definition or

any portion of this definition which may be defective or inconsistent with the intended treatment of such instrument or transaction; provided

that no instrument or transaction shall constitute a Fundamental Transaction pursuant to this clause (vi) unless the consummation

thereof results in a change in control of the Company for purposes of U.S. generally accepted accounting principles.

“Group”

means a “group” as that term is used in Section 13(d) of the Exchange Act and as defined in Rule 13d-5 thereunder.

“Initial

Holder” means any Person that purchased at least $300,000,000 of Common Stock or prefunded warrants of the Company on the Closing

Date (as defined in the Underwriting Agreement).

“Options”

means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.

“Parent

Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person, including such entity whose

common stock or equivalent equity security is quoted or listed on a Trading Market (or, if so elected by the Holder, any other market,

exchange or quotation system), or, if there is more than one such Person or such entity, the Person or such entity designated by the Holder

or in the absence of such designation, such Person or entity with the largest public market capitalization as of the date of consummation

of the Assumption Transaction or Change of Control.

“Person”

means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,

any other entity and a government or any department or agency thereof.

“Principal

Market” means the NYSE (or any successors thereto).

“Required

Holders” means the holders of the Warrants representing at least a majority of the shares of Common Stock underlying the Warrants

then outstanding.

“Standard

Settlement Period” means the standard settlement period, expressed in a number of Trading Days, for the Company’s primary

trading market or quotation system with respect to the Common Stock that is in effect on the date of receipt of an applicable Exercise

Notice.

“Subject

Entity” means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons or Group.

“Successor

Entity” means one or more Person or Persons (or, if so elected by the Holder, the Company or Parent Entity) formed by, resulting

from or surviving any Assumption Transaction or Change of Control or one or more Person or Persons (or, if so elected by the Holder, the

Company or the Parent Entity) with which such Assumption Transaction or Change of Control shall have been entered into.

“Trading

Day” means any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the principal

trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then

traded.

“Trading

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

in question: the NYSE, the Nasdaq Capital Market, the Nasdaq Global Market or the Nasdaq Global Select Market (or any successors to any

of the foregoing).

“Tranche”

means each tranche of Warrant Shares identified on Schedule I, with the number of Warrant Shares and Expiration Date applicable

thereto as set forth on Schedule I.

“Transaction

Documents” means any agreement entered into by and between the Company and the Holder, as applicable, in connection with the

offer and sale of the Warrants.

"Voting

Stock" of a Person means capital stock of such Person of the class or classes pursuant to which the holders thereof have the

general voting power to elect, or the general power to appoint, at least a majority of the board of directors, managers or trustees of

such Person (irrespective of whether or not at the time capital stock of any other class or classes shall have or might have voting power

by reason of the happening of any contingency).

“VWAP”

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

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

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

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

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

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

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

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

by an independent appraiser selected in good faith by the Required Holders and reasonably acceptable to the Company, the fees and expenses

of which shall be paid by the Company.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Warrant to purchase

Common Stock to be duly executed as of the Issuance Date set out above.

CENTRUS ENERGY CORP.

By:

Name:

[•]

Title:

[•]

[Signature Page to Warrant]

Schedule I – Tranche Schedule

Tranche No.

Number of Warrant Shares

Expiration Date

Total:

EXHIBIT A

EXERCISE NOTICE

TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE

THIS

WARRANT TO PURCHASE COMMON STOCK

CENTRUS ENERGY CORP.

The undersigned holder hereby

exercises the right to purchase [  ] shares of Common Stock (“Warrant Shares”) of CENTRUS ENERGY CORP., a corporation

organized under the laws of the State of Delaware (the “Company”), evidenced by the attached Warrant to Purchase Common

Stock (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set

forth in the Warrant.

1. Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made

as:

(a) a “Cash Exercise” with respect to Warrant Shares within Tranche No. [   ]; and/or

(b) a “Cashless Exercise” with respect to Warrant Shares within Tranche No. [   ].

Pursuant to Section 1(d) the

Holder [is][is not] exercising its option to have the VWAP determined by reference to [the VWAP on the Trading Day immediately preceding

the date of the applicable Exercise Notice] or [the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg

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

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

the close of “regular trading hours” on a Trading Day) pursuant to Section 1(d) of the Warrant].

2. Payment of Exercise Price. In the event that the holder has elected a Cash Exercise with

respect to some or all of the Warrant Shares to be issued pursuant hereto, the holder shall pay the Aggregate Exercise Price in the sum

of $[   ] to the Company in accordance with the terms of the Warrant.

3. Beneficial Ownership Representation. Notwithstanding anything to the contrary contained herein,

this Exercise Notice shall constitute a representation by the Holder of the Warrant submitting this Exercise Notice that after giving

effect to the exercise provided for in this Exercise Notice, such Holder (together with its affiliates) will not have beneficial ownership

(together with the beneficial ownership of such Person’s affiliates) of a number of shares of Common Stock which exceeds the Maximum

Percentage (as defined in the Warrant) of the total outstanding shares of Common Stock of the Company as determined pursuant to the provisions

of Section 1(e) of the Warrant.

4. Delivery of Warrant Shares. The Company shall deliver to the holder [   ] Warrant Shares in accordance

with the terms of the Warrant.

Date:

Name of Registered Holder

By:

Name:

Title:

A-1

ACKNOWLEDGMENT

The Company hereby acknowledges

this Exercise Notice and hereby directs [•] to issue the above indicated number of shares of Common Stock on or prior to the applicable

Share Delivery Date.

CENTRUS ENERGY CORP.

By:

Name:

Title:

A-2

EXHIBIT B

ASSIGNMENT FORM

(To assign the foregoing Warrant, execute this form and supply required

information. Do not use this form to exercise the Warrant to purchase shares.)

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced

thereby are hereby assigned to

Name:

(Please Print)

Address:

(Please Print)

Phone Number:

Email Address:

Dated:

Holder’s Signature:

Holder’s Address:

B-1

EX-4.2 — EXHIBIT 4.2

EX-4.2

Filename: tm2625019d5_ex4-2.htm · Sequence: 4

Exhibit 4.2

CENTRUS ENERGY CORP.

Form of Pre-Funded Warrant To Purchase Common

Stock

Warrant No.: [·]

Aggregate Number of Shares of Common Stock:

Date of Issuance: September 11, 2026 (“Issuance Date”)

Centrus Energy Corp., a corporation

organized under the laws of the State of Delaware (the “Company”), hereby certifies that, for good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, [·], the registered holder hereof or its permitted assigns (the “Holder”),

is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect,

at any time or times on or after the Issuance Date, but not after 11:59 p.m., New York City time, on the Expiration Date (as defined below),

up to an aggregate of 2,005,513 fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided

herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to purchase Common

Stock (including any Warrants to purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”),

shall have the meanings set forth in Section 11. This Warrant is one of the Warrants to purchase Common Stock (the “Warrants”)

issued pursuant to (i) that certain Underwriting Agreement, dated September 9, 2026 (the “Subscription Date”), by and

between the Company and Guggenheim Securities, LLC, as representative of the several underwriters named therein (the “Underwriting

Agreement”), (ii) the Company’s Registration Statement on Form S-3ASR (File No. 333-291305) (the “Registration

Statement”) and related prospectus included therein and (iii) the Company’s prospectus supplement, dated September 9,

2026.

Notwithstanding anything herein

to the contrary, the Aggregate Exercise Price (as defined below) of this Warrant, except for a nominal exercise price of $0.10 per Warrant

Share (the “Nominal Exercise Price”), was pre-funded to the Company on or prior to the initial Issuance Date and, consequently,

no additional consideration (other than the Nominal Exercise Price per Warrant Share) shall be required to be paid by the Holder to any

Person to effect any exercise of this Warrant.

1. EXERCISE OF WARRANT.

(a) Mechanics of Exercise.

Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(e)), this Warrant may

be exercised by the Holder at any time or times on or after the Issuance Date (an “Exercise Date”), in whole or in

part, by delivery (whether via electronic mail or otherwise) of a written notice, in the form attached hereto as Exhibit A (the

“Exercise Notice”), of the Holder’s election to exercise this Warrant. Within one (1) Trading Day following the

delivery of the Exercise Notice, the Holder shall make payment to the Company of an amount equal to the Exercise Price in effect on the

date of such exercise multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate

Exercise Price”) in cash by wire transfer of immediately available funds or, if the provisions of Section 1(d) are applicable,

by notifying the Company pursuant to the Exercise Notice that this Warrant is being exercised pursuant to a Cashless Exercise (as defined

in Section 1(d)). Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares shall have the same

effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of

Warrant Shares and the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased

all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this

Warrant to the Company for cancellation within five (5) Trading Days of the date on which the final Exercise Notice has been delivered

to the Company. On or before the first (1st) Trading Day following the date on which the Holder has delivered the applicable

Exercise Notice, the Company shall transmit by electronic mail an acknowledgment of confirmation of receipt of the Exercise Notice, in

the form attached to the Exercise Notice, to the Holder and the Company’s transfer agent (the “Transfer Agent”).

So long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise, if applicable) on or prior to the first

(1st) Trading Day following the date on which the Exercise Notice has been delivered to the Company, then on or prior to the

number of Trading Days comprising the Standard Settlement Period following the date on which the Exercise Notice has been delivered to

the Company, or, if the Holder does not deliver the Aggregate Exercise Price (or notice of a Cashless Exercise, if applicable) on or prior

to the first (1st) Trading Day following the date on which the Exercise Notice has been delivered to the Company, then on or

prior to the date on which the Aggregate Exercise Price (or notice of a Cashless Exercise, if applicable) is delivered (such earlier date,

or if later, the earliest day on which the Company is required to deliver Warrant Shares pursuant to this Section 1(a), the “Share

Delivery Date”), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”)

Fast Automated Securities Transfer Program (“FAST”), credit such aggregate number of Warrant Shares to which the Holder

is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit / Withdrawal

At Custodian system, or (Y) if the Transfer Agent is not participating in the FAST, issue and dispatch by overnight courier to the

address as specified in the Exercise Notice, a certificate or evidence of a credit book entry of shares, registered in the name of the

Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise. The Company shall

be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares

via DTC, if any, including without limitation for same day processing. On the Share Delivery Date, the Holder shall be deemed for all

corporate purposes to have become the holder of record and the beneficial owner of the Warrant Shares with respect to which this Warrant

has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery

of the certificates evidencing such Warrant Shares, as the case may be; provided, that the Holder shall be deemed to have waived any voting

rights of any such Warrant Shares that may arise with respect to the period commencing on such Exercise Date, through, and including,

such applicable Share Delivery Date, as necessary, such that the aggregate voting rights of any shares of Common Stock (including such

Warrant Shares) beneficially owned by the Holder and/or any Attribution Parties (as defined herein), collectively, on any such date of

determination shall not exceed the Maximum Percentage (as defined below) as a result of any such exercise of this Warrant. If this Warrant

is physically delivered to the Company in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares

represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then

the Company shall as soon as practicable and in no event later than three (3) Trading Days after any exercise and at its own expense,

issue and deliver to the Holder (or its designee (including, if applicable, the Warrant Agent)) a new Warrant (in accordance with Section

7(b)) representing the right to purchase the number of Warrant Shares issuable immediately prior to such exercise under this Warrant,

less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Warrant Shares are to be issued upon

the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded down to the nearest whole number.

Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or any incidental expense in respect

of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be

issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that, in the event that

Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied

by the Assignment Form attached hereto as Exhibit B duly executed by the Holder and the Company may require, as a condition thereto,

the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. Subject to the foregoing, the Holder shall be

responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares

upon exercise hereof, including any United States withholding taxes imposed on any dividends or deemed dividends, and the Company shall

be entitled to withhold such tax liability from shares of Common Stock, sales proceeds subsequently paid or credited, or other amounts

payable or distributable to the relevant Holder as required by applicable law. Any amount deducted or withheld shall be treated for all

purposes as having been paid to the Holder. The Company will not close its stockholder books or records in any manner that prevents the

timely exercise of this Warrant, pursuant to the terms hereof. The Company’s obligation to issue and deliver Warrant Shares in accordance

with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder

to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any

action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination; provided, however, that

the Company shall not be required to deliver Warrant Shares with respect to an exercise prior to the Holder’s delivery of the Aggregate

Exercise Price (or notice of a Cashless Exercise) with respect to such exercise. The Holder and any assignee, by acceptance of this

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

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

the face hereof.

(b) Exercise Price.

For purposes of this Warrant, “Exercise Price” means $199.64 (with all but the Nominal Exercise Price per share prepaid

as of the Issuance Date), subject to adjustment as provided herein.

Failure to Timely Deliver Securities. If either (I) the Company shall fail for any reason or for no reason to issue or credit, as

the case may be, to the Holder on or prior to the applicable Share Delivery Date, if (x) the Transfer Agent is not participating in the

FAST, a certificate or evidence of a book-entry credit for the number of shares of Common Stock to which the Holder is entitled and register

such Common Stock on the Company’s share register or (y) the Transfer Agent is participating in the FAST, to credit the Holder’s

balance account with DTC, for such number of shares of Common Stock to which the Holder is entitled upon the Holder’s exercise of

this Warrant or (II) a registration statement (which may be the Registration Statement) covering the issuance or resale of the Warrant

Shares that are the subject of the Exercise Notice (the “Exercise Notice Warrant Shares”) is not available for the

issuance or resale, as applicable, of such Exercise Notice Warrant Shares and (x) the Company fails to promptly, but in no event later

than one (1) Business Day after such registration statement becomes unavailable, to so notify the Holder and (y) the Company is unable

to deliver the Exercise Notice Warrant Shares electronically without any restrictive legend by crediting such aggregate number of Exercise

Notice Warrant Shares to the Holder’s or its designee’s balance account with DTC through its Deposit / Withdrawal At Custodian

system (the event described in the immediately foregoing clause (II) is hereinafter referred as a “Notice Failure”),

then, in addition to all other remedies available to the Holder, if on or prior to the applicable Share Delivery Date either (I) if the

Transfer Agent is not participating in the FAST, the Company shall fail to issue and deliver a certificate or evidence of a book-entry

credit to the Holder and register such shares of Common Stock on the Company’s share register or, if the Transfer Agent is participating

in the FAST, credit the Holder’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled

upon the Holder’s exercise hereunder or pursuant to the Company’s obligation pursuant to clause (ii) below or (II) if

a Notice Failure occurs, and, in each case, if after such date the Holder is required by its broker to acquire (in an open market transaction,

stock loan or otherwise) or the Holder’s brokerage firm otherwise acquires in connection with such Notice Failure, shares of Common

Stock corresponding to all or any portion of the number of shares of Common Stock issuable upon such exercise which the Holder anticipated

receiving upon such exercise (a “Buy-In”), then the Company shall, within five (5) Trading Days after the Holder’s

request, (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including customary brokerage

commissions, stock loan costs and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased exceeds (y) the amount

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

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

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

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

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

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

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

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

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

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

of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock

upon exercise of the Warrant as required pursuant to the terms hereof. The Company’s current transfer agent participates in the

FAST. In the event that the Company changes transfer agents while this Warrant is outstanding, the Company shall select a transfer agent

that participates in FAST. While this Warrant is outstanding, the Company shall cause its transfer agent to participate in FAST with respect

to this Warrant. In addition to the foregoing rights, (i) if the Company fails to deliver the applicable number of Warrant Shares upon

an exercise pursuant to Section 1 by the applicable Share Delivery Date, then the Holder shall have the right to rescind such exercise

in whole or in part and retain and/or have the Company return, as the case may be, any portion of this Warrant that has not been exercised

pursuant to such Exercise Notice; provided that the rescission of an exercise shall not affect the Company’s obligation to make

any payments that have accrued prior to the date of such notice pursuant to this Section 1(c) or otherwise, and (ii) if a registration

statement (which may be the Registration Statement) covering the issuance or resale of the Warrant Shares that are subject to an Exercise

Notice is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares and the Holder has submitted

an Exercise Notice prior to receiving notice of the non-availability of such registration statement and the Company has not already delivered

the Warrant Shares underlying such Exercise Notice electronically without any restrictive legend by crediting such aggregate number of

Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account

with DTC through its Deposit / Withdrawal At Custodian system, the Holder shall have the option, by delivery of notice to the Company,

to (x) rescind such Exercise Notice in whole or in part and retain or have returned, as the case may be, any portion of this Warrant that

has not been exercised pursuant to such Exercise Notice; provided that the rescission of an Exercise Notice shall not affect the Company’s

obligation to make any payments that have accrued prior to the date of such notice pursuant to this Section 1(c) or otherwise, and/or

(y) switch some or all of such Exercise Notice from a cash exercise to a Cashless Exercise.

(d) Cashless Exercise.

If at the time of exercise hereof, there is no effective registration statement, or the prospectus contained therein is not available

for the issuance or resale of the Warrant Shares to or by the Holder, then this Warrant may also be exercised, in whole or in part, at

such time by means of a “cashless exercise” (a “Cashless Exercise”) in which the Holder shall be entitled

to receive a number of Warrant Shares equal to the quotient obtained by dividing (A-B) * (X) by (A), where:

= as applicable, (i) the VWAP (as defined herein) on the Trading Day immediately preceding the date

of the applicable Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(a) hereof on a

day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(a) hereof on a Trading Day prior to the opening

of “regular trading hours” (as defined in Rule 600(b)(88) of Regulation NMS promulgated under the federal securities laws)

on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable

Exercise Notice or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg as of the time of the

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

on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading

hours” on a Trading Day) pursuant to Section 1(a) hereof or (iii) the VWAP on the date of the applicable Exercise Notice if the

date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(a) hereof

after the close of “regular trading hours” on such Trading Day;

= the Nominal Exercise Price of this Warrant, as adjusted hereunder; and

= the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with

the terms of this Warrant if such exercise were by means of a cash exercise rather than a Cashless Exercise.

If Warrant Shares are issued

in a Cashless Exercise, the Company acknowledges and agrees that in accordance with Section 3(a)(9) of the Securities Act of 1933, as

amended (the “Securities Act”), the Warrant Shares shall take on the registered characteristics of the Warrants being

exercised. The Company agrees not to take any position contrary to this Section 1(d). Without limiting the rights of a Holder to receive

Warrant Shares on a “cashless exercise” basis, and to receive the cash payments contemplated pursuant to Sections 1(c) and

3, in no event will the Company be required to net cash settle a Warrant exercise.