Form 8-K
8-K — DarioHealth Corp.
Accession: 0001104659-26-036834
Filed: 2026-03-30
Period: 2026-03-30
CIK: 0001533998
SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)
Item: Entry into a Material Definitive Agreement
Item: Financial Statements and Exhibits
Documents
8-K — tm2610107d1_8k.htm (Primary)
EX-5.1 — EXHIBIT 5.1 (tm2610107d1_ex5-1.htm)
EX-10.1 — EXHIBIT 10.1 (tm2610107d1_ex10-1.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 Section 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date
of Earliest Event Reported): March 30, 2026
DARIOHEALTH CORP.
(Exact name of registrant as specified in its charter)
Delaware
001-37704
45-2973162
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
322
W 57th St., #33B, New
York, New York 10019
(Address of Principal Executive Offices)
972- 4-770-6377
(Issuer’s telephone
number)
(Former name or former
address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
Trading
Symbol(s)
Name of exchange on which
registered
Common Stock, par value $0.0001 per share
DRIO
The Nasdaq Capital Market LLC
Indicate by check mark whether the registrant is an emerging growth
company as defined in 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 March 30, 2026,
DarioHealth Corp., a Delaware corporation (the “Company”), entered into a sales agreement (the “Sales Agreement”)
with A.G.P./Alliance Global Partners (the “Agent”), pursuant to which the Company may issue and sell, from time to time, up
to an aggregate of $20,000,000 of shares of its common stock, par value $0.0001 per share (the “Shares”), through an “at
the market offering” program, under which the Agent will act as sales agent or principal. The sales, if any, of the Shares made
under the Sales Agreement will be made by any method permitted by law deemed to be an “at the market offering” as defined
in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended. If agreed to in a separate terms agreement,
the Company may sell Placement Shares to A.G.P. as principal, at a purchase price agreed upon by A.G.P. and the Company. A.G.P. may also
sell Placement Shares in negotiated transactions with the Company’s prior approval. The offer and sale of the Placement Shares pursuant
to the ATM Agreement will terminate upon the earlier of (a) the issuance and sale of all of the Placement Shares subject to the ATM Agreement
or (b) the termination of the ATM Agreement by A.G.P. or the Company pursuant to the terms thereof. The Company has no obligation to sell
any of the Placement Shares, and may at any time suspend offers under the Agreement or terminate the Agreement.
The Company may use the net proceeds from this offering for commercial, sales and marketing activities, research and development of our
products, mergers and acquisitions, corporate activities, the repayment of outstanding indebtedness and related interest under the Company’s
current credit facility with Callodine Commercial Finance, LLC, and for general working capital purposes.
The Sales Agreement provides
that the Agent will be entitled to compensation at a fixed commission rate of 3.00% of the gross proceeds from the sale of the Shares
on our behalf pursuant to the Sales Agreement. The Company have agreed to reimburse the Agent for its reasonable and documented out-of-pocket
costs and expenses (including but not limited to the reasonable and documented fees and expenses of their legal counsel) in an amount
not to exceed $35,000 and up to an additional $3,500 per calendar quarter thereafter payable with each Representation Date (as defined
in the Sales Agreement) and up to an additional $5,000 for each at-the-market offering program “refresh” (which would include
the filing of a new registration statement, prospectus, or prospectus supplement relating to the Shares and/or an amendment of the Sales
Agreement). In addition, the Company will be responsible for all FINRA filing fees and costs and other fees or expenses incurred by the
Agent in respect of sales, including, but not limited to, up to $0.002 per share sold pursuant to the Sales Agreement. The Sales Agreement
contains customary representations, warranties and agreements by the Company, indemnification obligations of the Company and the Agent,
as well as other obligations of the parties and termination provisions and rights. The Company has also agreed to provide the Agent with cusomtary indemnification and contribution rights, including for liabilities under
the Securities Act.
The Shares will be issued
pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-294454), filed with the Securities
and Exchange Commission (the “SEC”) on March 19, 2026, and declared effective by the SEC on March 27, 2026, and
the accompanying base prospectus included therein as supplemented by the prospectus supplement, dated March 30, 2026 (the “ATM
Prospectus Supplement”), filed with the SEC.
The Company has no obligation
to sell any of the Shares under the Sales Agreement and may at any time suspend solicitation and offers thereunder. The offering of Shares
pursuant to the Sales Agreement will terminate on the earlier of (1) the issuance and sale, pursuant to the Sales Agreement, (2) the expiration of the Registration Statement on the third anniversary of its
initial effective date pursuant to Rule 415(a)(5) under the Securities Act, or (3) the termination of the Sales Agreement
by either us or the Agent, or by mutual agreement, as permitted therein.
This Current Report on
Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the Shares, nor shall there be any offer,
solicitation or sale of the Shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or jurisdiction.
Attached to this Current
Report on Form 8-K as Exhibit 5.1, and incorporated by reference to the ATM Prospectus Supplement, is the opinion of Sullivan &
Worcester LLP, relating to the legality of the Shares.
The foregoing description
of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of
which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
5.1
Opinion of Sullivan & Worcester LLP
10.1
Sales Agreement between the Company and A.G.P./Alliance Global Partners, dated March 30, 2026
23.1
Consent of Sullivan & Worcester LLP (Contained in Exhibit 5.1)
104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: March 30,
2026
DARIOHEALTH CORP.
By:
/s/
Chen Franco-Yehuda
Name:
Chen Franco-Yehuda
Title:
Chief Financial Officer,
Treasurer and Secretary
EX-5.1 — EXHIBIT 5.1
EX-5.1
Filename: tm2610107d1_ex5-1.htm · Sequence: 2
Exhibit 5.1
March 30, 2026
DarioHealth Corp.
322 W. 57th St. #33B
New York, New York 10019
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
This
opinion is furnished to you in connection with a Registration Statement on Form S-3 (Registration No. 333-294454), the “Registration
Statement”), the prospectus included therein and the related prospectus supplement (such prospectus, as supplemented by such
prospectus supplement, the “Prospectus Supplement”) filed or to be filed by DarioHealth Corp., a Delaware corporation
(the “Company”), with the Securities and Exchange Commission (the “Commission”) under the Securities
Act of 1933, as amended (the “Securities Act”), with respect to the sale of up to $20,000,000 aggregate maximum offering
price of common shares of the Company, $0.0001 par value per share (the “Shares”), from time to time, pursuant to a
Sales Agreement (the “Sales Agreement”), dated of March 30, 2026, entered into by and between the Company and A.G.P./Alliance
Global Partners.
We
are acting as counsel for the Company in connection with the registration and sale of the Shares. We have examined signed copies
of the Registration Statement and the Prospectus Supplement and have also examined and relied upon minutes of meetings of the Board of
Directors of the Company as provided to us by the Company, the Certificate of Incorporation and By-Laws of the Company, each as restated
and/or amended to date (collectively the “Charter Documents”), and such other documents as we have deemed necessary
for purposes of rendering the opinions hereinafter set forth.
In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, the authenticity of the
originals of such latter documents and the legal competence of all signatories to such documents. Other than our examination of the documents
indicated above, we have made no other examination in connection with this opinion.
Other than our examination of the documents indicated above, we have made no other examination in connection with this opinion. This
opinion is limited to the General Corporation Law of Delaware, and we express no opinions with respect to the laws of any other jurisdiction.
We express no opinion herein concerning any state securities or blue sky laws.
Based upon and subject to
the foregoing, we are of the opinion that when issued and paid for in accordance with the terms and conditions of the Sales Agreement,
the Shares will be validly issued, fully paid and nonassessable.
DarioHealth Corp.
March 30, 2026
Page 2
The opinions set forth herein
are rendered as of the date hereof, and we assume no obligation to update such opinions to reflect any facts or circumstances which may
hereafter come to our attention or any changes in the law which may hereafter occur (which may have retroactive effect).
This opinion is rendered to
you in connection with the filing of the Registration Statement and the Prospectus Supplement. This opinion may not be relied upon for
any other purpose, or furnished to, quoted or relied upon by any other person, firm or corporation for any purpose, without our prior
written consent, except that (A) this opinion may be furnished or quoted to judicial or regulatory authorities having jurisdiction over
you, and (B) this opinion may be relied upon by purchasers and holders of the Securities currently entitled to rely on it pursuant to
applicable provisions of federal securities law.
We
hereby consent to the filing of this opinion with the Commission as an exhibit to a Form 8-K in accordance with the requirements
of Item 601(b)(5) of Regulation S-K under the Securities Act and to the reference to our firm in the prospectus forming a part of the
Registration Statement and the Prospectus Supplement. In giving such consent, we do not admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.
Very
truly yours,
/s/ Sullivan
& Worcester LLP
Sullivan
& Worcester LLP
EX-10.1 — EXHIBIT 10.1
EX-10.1
Filename: tm2610107d1_ex10-1.htm · Sequence: 3
Exhibit 10.1
DARIOHEALTH
CORP.
COMMON
STOCK
SALES
AGREEMENT
March 30, 2026
A.G.P./Alliance Global Partners
590 Madison Avenue, 28th Floor
New York, NY 10022
Ladies and Gentlemen:
DarioHealth Corp., a Delaware
corporation (the “Company”), confirms its agreement (this “Agreement”) with A.G.P./Alliance
Global Partners (the “Sales Agent”), as follows:
1. Issuance
and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the
conditions set forth herein, it may issue and sell to or through the Sales Agent, acting as agent or principal, shares of the Company’s
common stock, par value $0.0001 per share (the “Common Stock”), subject to the limitations set forth in Section 3(b) hereof.
The issuance and sale of Common Stock to or through the Sales Agent will be effected pursuant to the Registration Statement (as defined
below) filed by the Company, which has been declared effective under the Securities Act (as defined below) by the U.S. Securities and
Exchange Commission (the “Commission”).
As of the date of this Agreement,
the Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations
thereunder (collectively, the “Securities Act”), with the Commission, a shelf registration statement on Form S-3
(File No. 333-294454) (the “Shelf Registration Statement”), including a base prospectus, relating to certain
securities, including the shares of Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents
that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the
rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared, or will
prepare, a prospectus supplement, which is or will be included in the Shelf Registration Statement, specifically relating to the offering
of Common Stock pursuant to this Agreement (the “ATM Prospectus”). The Company will furnish to the Sales Agent,
for use by the Sales Agent, copies of the base prospectus included as part of such registration statement, as supplemented by the ATM
Prospectus relating to the Placement Shares (as defined below). Except where the context otherwise requires, such registration statement,
as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, including
all documents filed as a part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as
defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part
of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration
Statement.” The base prospectus, including all documents incorporated therein by reference (to the extent such information
has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of
the Securities Act)), and the ATM Prospectus, including all documents incorporated therein by reference (to the extent such information
has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of
the Securities Act)), each of which is included in the Registration Statement, as it or they may be supplemented from time to time by
any additional prospectus supplement, in the form in which such prospectus and/or ATM Prospectus have most recently been filed by the
Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus”
(“Issuer Free Writing Prospectus”), as defined in Rule 433 of the Securities Act (“Rule 433”),
relating to the Placement Shares (as defined below) that (i) is required to be filed with the Commission by the Company or (ii) is
exempt from filing pursuant to Rule 433(d)(5)(i), 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), is herein called the “Prospectus.”
Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to
and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment”
or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing
after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement,
all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any
copy filed with the Commission pursuant to either the Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive
Data Electronic Applications (collectively, “EDGAR”).
2. Placements.
Each time that the Company wishes to issue and sell Common Stock through the Sales Agent, as agent, hereunder (each, a “Placement”),
it will notify the Sales Agent by email notice (or other method mutually agreed to in writing by the parties) (a “Placement
Notice”) containing the parameters in accordance with which it desires the Common Stock to be sold, which shall at a minimum
include the number of shares of Common Stock to be issued (the “Placement Shares”), the time period during which
sales are requested to be made, any limitation on the number of shares of Common Stock that may be sold in any one Trading Day (as defined
in Section 3) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters
necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company
set forth on Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall
be addressed to each of the individuals from the Sales Agent set forth on Schedule 2, as such Schedule 2 may
be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent unless and until (i) in accordance
with the notice requirements set forth in Section 4, the Sales Agent declines to accept the terms contained therein for any
reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been sold, (iii) in accordance with the
notice requirements set forth in Section 4, the Company suspends or terminates the Placement Notice, (iv) the Company
issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the Agreement
has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be
paid by the Company to the Sales Agent in connection with the sale of the Placement Shares through the Sales Agent, as agent, shall be
set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have
any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice
to the Sales Agent and the Sales Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon
the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice,
the terms of the Placement Notice will control.
3. Sale
of Placement Shares by the Sales Agent.
(a) Subject
to the terms and conditions set forth herein, upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement
Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Sales
Agent, as agent for the Company, will use its commercially reasonable efforts consistent with its normal trading and sales practices and
applicable state and federal laws, rules and regulations and the rules of The Nasdaq Capital Market (the “Exchange”),
for the period specified in the Placement Notice, to sell such Placement Shares up to the amount specified by the Company in, and otherwise
in accordance with the terms of such Placement Notice. If acting as agent hereunder, the Sales Agent will provide written confirmation
to the Company (including by email correspondence to each of the individuals of the Company set forth on Schedule 2, if
receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply)
no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement
Shares hereunder setting forth the number of Placement Shares sold on such day, the volume-weighted average price of the Placement Shares,
the compensation payable by the Company to the Sales Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds
(as defined below) payable to the Company, with an itemization of the deductions made by the Sales Agent (as set forth in Section 5(a))
from the gross proceeds that it receives from such sales. Subject to the terms of the Placement Notice, the Sales Agent may sell Placement
Shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 under the Securities
Act, including, without limitation, sales made directly on the Exchange, on any other existing trading market for the Common Stock or
to or through a market maker. Subject to the terms of a Placement Notice, the Sales Agent may also sell Placement Shares by any other
method permitted by law, including but not limited to in negotiated transactions with the Company’s prior written consent. The Company
acknowledges and agrees that (i) there can be no assurance that the Sales Agent will be successful in selling Placement Shares, (ii) the
Sales Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares for
any reason other than a failure by the Sales Agent to use its commercially reasonable efforts consistent with its normal trading and sales
practices and applicable law and regulations to sell such Placement Shares as required under this Agreement and (iii) the Sales Agent
shall be under no obligation to purchase Placement Shares on a principal basis pursuant to this Agreement, except as otherwise agreed
by the Sales Agent and the Company in writing and expressly set forth in a Placement Notice. For the purposes hereof, “Trading
Day” means any day on which the Company’s Common Stock are purchased and sold on the principal market on which the
Common Stock are listed or quoted.
(b) Under
no circumstances shall the Company cause or request the offer or sale of any Placement Shares if, after giving effect to the sale of such
Placement Shares, the aggregate number or gross sales proceeds of Placement Shares sold pursuant to this Agreement would exceed the lesser
of: (i) the number or dollar amount of Common Stock registered pursuant to the Registration Statement pursuant to which the offering
hereunder is being made, (ii) the number of authorized but unissued and unreserved Common Stock, (iii) the number or dollar
amount of Common Stock permitted to be offered and sold by the Company under Form S-3 (including General Instruction I.B.6. of Form S-3,
if and for so long as applicable), (iv) the number or dollar amount of Common Stock authorized from time to time to be issued and
sold under this Agreement by the Company’s board of directors, a duly authorized committee thereof or a duly authorized executive
committee, and notified to the Sales Agent in writing, or (v) the number or dollar amount of Common Stock for which the Company has
filed the ATM Prospectus or other prospectus supplement specifically relating to the offering of the Placement Shares pursuant to this
Agreement. Under no circumstances shall the Company cause or request the offer or sale of any Placement Shares pursuant to this Agreement
at a price lower than the minimum price authorized from time to time by the Company’s board of directors, a duly authorized committee
thereof or a duly authorized executive committee, and notified to the Sales Agent in writing. Notwithstanding anything to the contrary
contained herein, the parties hereto acknowledge and agree that compliance with the limitations set forth in this Section 3(b) on
the number or dollar amount of Placement Shares that may be issued and sold under this Agreement from time to time shall be the sole responsibility
of the Company, and that the Sales Agent shall have no obligation in connection with such compliance.
(c) During
the term of this Agreement, neither the Sales Agent nor any of its affiliates or subsidiaries shall engage in (i) any short sale
of any security of the Company or (ii) any sale of any security of the Company that the Sales Agent does not own or any sale which
is consummated by the delivery of a security of the Company borrowed by, or for the account of, the Sales Agent. During the term of this
Agreement and notwithstanding anything to the contrary herein, the Sales Agent agrees that in no event will the Sales Agent or its affiliates
engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock or related derivative securities
if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Exchange Act.
4. Suspension
of Sales.
(a) The
Company or the Sales Agent may, upon notice to the other party in writing (including by email correspondence to each of the individuals
of the other party set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals
to whom the notice is sent, other than via auto-reply) or by telephone (confirmed immediately by verifiable facsimile transmission or
email correspondence to each of the individuals of the other party set forth on Schedule 2), suspend any sale of Placement
Shares for a period of time (a “Suspension Period”); provided, however, that such suspension shall
not affect or impair either party’s obligations with respect to any Placement Shares sold hereunder prior to the receipt of such
notice. Each of the parties agrees that no such notice under this Section 4 shall be effective against the other unless it
is made to one of the individuals named on Schedule 2 hereto, as such schedule may be amended from time to time. During
a Suspension Period, the Company shall not issue any Placement Notices and the Sales Agent shall not sell any Placement Shares hereunder.
The party that issued a suspension notice shall notify the other party in writing of the Trading Day on which the Suspension Period shall
expire not later than twenty-four (24) hours prior to such Trading Day.
(b) Notwithstanding
any other provision of this Agreement, during any period in which the Company is in possession of material non-public information, the
Company and the Sales Agent agree that (i) no sale of Placement Shares will take place, (ii) the Company shall not request the
sale of any Placement Shares, and (iii) the Sales Agent shall not be obligated to sell or offer to sell any Placement Shares.
5. Settlement.
(a) Settlement
of Placement Shares. Unless otherwise specified in the applicable Placement Notice, settlement for sales of Placement Shares will
occur on the first (1st) Trading Day (or such day as is industry practice or required by law for regular-way trading) following
the date on which such sales are made (a “Settlement Date”). The amount of proceeds to be delivered to the Company
on a Settlement Date against receipt of the Placement Shares sold (the “Net Proceeds”) will be equal to the
aggregate sales price received by the Sales Agent at which such Placement Shares were sold, after deduction for (i) the Sales Agent’s
discount, commission or other compensation for such sales payable by the Company pursuant to Section 2 hereof, and (ii) any
transaction fees, trading expenses or execution fees imposed by any clearing organization or any governmental or self-regulatory organization
and any other fees or expenses incurred by the Sales Agent in respect of such sales, including, but not limited to, up to $0.002 per Placement
Share.
(b) Delivery
of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer
the Placement Shares being sold by crediting the Sales Agent’s or its designee’s account (provided the Sales Agent shall have
given the Company written notice of such designee prior to the Settlement Date) at The Depository Trust Company through its Deposit and
Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases
shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Sales Agent will deliver
the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees
that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver duly authorized Placement Shares on
a Settlement Date, through no fault of the Sales Agent, the Company agrees that in addition to and in no way limiting the rights and obligations
set forth in Section 9(a) (Indemnification and Contribution) hereto, the Company will (i) hold the Sales Agent,
its directors, officers, members, partners, employees and agents of the Sales Agent, each broker dealer affiliate of the Sales Agent,
and each person, if any, who (A) controls the Sales Agent within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act or (B) is controlled by or is under common control with the Sales Agent (each, a “Sales Agent Affiliate”),
and the Sales Agent’s clearing organization, harmless against any loss, claim, damage, or reasonable and documented expense (including
reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent
(if applicable) and (ii) pay to the Sales Agent any commission, discount, or other compensation to which it would otherwise have
been entitled absent such default.
6. Representations
and Warranties of the Company. The Company on behalf of itself and its subsidiaries represents and warrants to, and agrees with, the
Sales Agent that as of each Applicable Time (as defined in Section 22(a)), unless such representation, warranty or agreement
specifies a different time or times:
(a) Compliance
with Registration Requirements. The Registration Statement was declared effective by the Commission under the Securities Act on March 27,
2026 and the Company is and continues to be eligible to use such Form S-3. The Company has complied to the Commission’s satisfaction
with all requests of the Commission for additional or supplemental information related to the Registration Statement and the Prospectus.
No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement 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. The Registration Statement and, assuming no act or omission on the part of the Sales Agent that would make such statements
untrue, the offer and sale of the Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities
Act and comply in all material respects with said Rule. In the section entitled “Plan of Distribution” in the ATM Prospectus,
the Company has named A.G.P./Alliance Global Partners as an agent that the Company has engaged in connection with the transactions contemplated
by this Agreement. The Company was not and is not an “ineligible issuer” as defined in Rule 405 under the Securities
Act.
(b) No
Misstatement or Omission. The Registration Statement and any post-effective amendment thereto, at the time it became or becomes effective,
complied or will comply in all material respects with the Securities Act. The Prospectus, and any amendment or supplement thereto, on
the date of such Prospectus or amendment or supplement, complied or will comply in all material respects with the Securities Act. The
Registration Statement and any post-effective amendment thereto, at the time it became or becomes effective, did 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 not misleading. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Point of Sale and each Settlement
Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in
the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective
amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information
relating to the Sales Agent furnished to the Company in writing by the Sales Agent expressly for use therein. “Point of Sale”
means, for a Placement, the time at which an acquiror of Placement Shares entered into a contract, binding upon such acquiror, to acquire
such Placement Shares.
(c) Offering
Materials Furnished to the Sales Agent. Copies of the Registration Statement, the Prospectus, and all amendments or supplements thereto
and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement, have
been delivered, or are publicly available through EDGAR, to the Sales Agent. Each Prospectus delivered to the Sales Agent for use in connection
with the sale of the Placement Shares pursuant to this Agreement will be identical to the version of such Prospectus filed with the Commission
via EDGAR, except to the extent permitted by Regulation S-T.
(d) Distribution
of Offering Material by the Company. The Company has not distributed and will not distribute, prior to the completion of the Sales
Agent’s distribution of the Placement Shares, any offering material in connection with the offering and sale of the Placement Shares
other than the Prospectus or the Registration Statement.
(e) The
Sales Agreement. This Agreement has been duly authorized, executed and delivered by the Company, and constitutes a 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,
moratorium or similar laws affecting the rights of creditors generally, and subject to general principles of equity. The Company has full
corporate power and authority to enter into this Agreement and to authorize, issue and sell the Placement Shares as contemplated by this
Agreement. This Agreement conforms in all material respects to the descriptions thereof in the Registration Statement and the Prospectus.
(f) Authorization
of the Placement Shares. The Placement Shares, when issued and paid for as contemplated herein, will be validly issued, fully paid
and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar
rights, and will conform to the description of the Common Stock contained in the Registration Statement and the Prospectus.
(g) No
Applicable Registration or Other Similar Rights. There are no persons with registration or other similar rights to have any equity
or debt securities registered for sale under the Registration Statement or included in the offering contemplated by this Agreement, except
for such rights as have been duly waived.
(h) No
Material Adverse Change. Except as otherwise disclosed in the Prospectus, subsequent to the respective dates as of which information
is given in the Prospectus: (i) there has been no material adverse change in the business, properties, prospects, operations, condition
(financial or otherwise) or results of operations of the Company and its subsidiaries, taken as a whole (any such change is called a “Material
Adverse Change”), which, individually or in the aggregate, has had or would reasonably be expected to result in a Material
Adverse Change; (ii) the Company and its subsidiaries, considered as one entity, have not incurred any material liability or obligation,
indirect, direct or contingent, not in the ordinary course of business nor entered into any material transaction or agreement not in the
ordinary course of business; (iii) there has been no dividend or distribution of any kind declared, paid or made by the Company;
(iv) no executive officer or director of the Company has resigned from any position with the Company; and (v) there has not
been any Material Adverse Change in the Company’s long-term debt.
(i) Independent
Accountants. To the knowledge of the Company, Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global and
Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, whose reports are filed with the Commission
and included or incorporated by reference in the Registration Statement and the Prospectus, are independent registered public accounting
firms as required by the Securities Act and the Public Company Accounting Oversight Board.
(j) Financial
Statements. The financial statements filed with the Commission as a part of the Registration Statement and included in the Prospectus,
together with the related notes and schedules, present fairly, in all material respects, the consolidated financial position of the Company
and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such
financial statements and supporting schedules have been prepared in conformity, in all material respects, with U.S. generally accepted
accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly
stated in the related notes thereto, provided, that, unaudited interim financial statements are subject to year-end audit adjustments
that are not expected to be material in the aggregate and do not contain all footnotes required by GAAP. No other financial statements
or supporting schedules are required to be included in or incorporated by reference in the Registration Statement.
(k) Forward-Looking
Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the
Exchange Act) contained in the Registration Statement or the Prospectus has been made or reaffirmed by the Company without a reasonable
basis or has been disclosed by the Company other than in good faith.
(l) Statistical
and Marketing-Related Data. The statistical and market-related data included in each of the Registration Statement and the Prospectus
are based on or derived from sources that the Company reasonably and in good faith believes are reliable and accurate or represent the
Company’s good faith estimates that are made on the basis of data derived from such sources.
(m) XBRL.
The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly
presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and
guidelines applicable thereto.
(n) Incorporation
and Good Standing of the Company. The Company is a corporation duly formed and validly existing under the laws of the state of its
incorporation. The Company has requisite corporate power to carry on its business as described in the Prospectus. The Company is duly
qualified to transact business and is in good standing in all jurisdictions in which the conduct of its business requires such qualification;
except where the failure to be so qualified or to be in good standing would not result in a Material Adverse Change. The Company does
not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1
to the Company’s Annual Report on Form 10-K for the most recently ended fiscal year and other than (i) those subsidiaries
not required to be listed on Exhibit 21.1 by Item 601 of Regulation S-K under the Exchange Act and (ii) those subsidiaries formed
since the last day of the most recently ended fiscal year, and as disclosed in the Registration Statement and the Prospectus. Each subsidiary
is a corporation or limited liability company duly incorporated or formed and validly existing under the laws of the jurisdiction of its
incorporation or formation and is in good standing under such laws. Each of the subsidiaries has requisite corporate power to carry on
its business as described in the Prospectus. Each of the subsidiaries is duly qualified to transact business and is in good standing in
all jurisdictions in which the conduct of its business requires such qualification; except where the failure to be so qualified or to
be in good standing would not result in a Material Adverse Change.
(o) Capital
Stock Matters. All issued and outstanding Common Stock of the Company issued prior to the transactions contemplated by this Agreement
have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with
respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities were issued in
violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company.
The authorized Common Stock conform in all material respects to all statements relating thereto contained in the Registration Statement
and the Prospectus. The offers and sales of the outstanding Common Stock were at all relevant times either registered under the Securities
Act and the applicable state securities or “blue sky” laws or, based in part on the representations and warranties of the
purchasers of such shares, exempt from such registration requirements. The description of the Company’s stock option, stock bonus
and other stock plans or arrangements, and the options or other rights granted thereunder, as described in the Registration Statement
and the Prospectus, accurately and fairly present, in all material respects, the information required to be shown with respect to such
plans, arrangements, options and rights.
(p) Non-Contravention
of Existing Instruments; No Further Authorizations or Approvals Required. The Company’s execution, delivery and performance
of this Agreement and consummation of the transactions contemplated hereby or by the Registration Statement and the Prospectus (including
the issuance and sale of the Placement Shares and the use of the proceeds from the sale of the Placement Shares as described in the Prospectus
under the caption “Use of Proceeds”) will not (A) result in a material violation of any existing applicable law, rule,
regulation, judgment, order or decree of any Governmental Entity as of the date hereof, (B) conflict with, result in any violation
or breach of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to
others any right of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) (a “Default
Acceleration Event”) of, any agreement, lease, credit facility, debt, note, bond, mortgage, indenture or other instrument
(“Contract”) or obligation or other understanding to which the Company or any subsidiary is a party or by which
any property or asset of the Company or any subsidiary is bound or affected, except to the extent that such conflict, default, or Default
Acceleration Event is not reasonably likely to result in a Material Adverse Change, or (C) result in a breach or violation of any
of the terms and provisions of, or constitute a default under, the Company’s certificate of incorporation (as the same may be amended
or restated from time to time) or bylaws (as the same may be amended or restated from time to time) or other equivalent organizational
or governing documents. The Company nor any of its subsidiaries are in violation, breach or default under their certificates of
incorporation (as the same may be amended or restated from time to time) or bylaws (as the same may be amended or restated from time to
time). Neither the Company nor any of its subsidiaries, nor, to their knowledge, any other party is in violation, breach or default
of any Contract that has resulted in or could reasonably be expected to result in a Material Adverse Change. Each approval, consent, order,
authorization, designation, declaration or filing by or with any regulatory, administrative or other governmental body necessary in connection
with the execution and delivery by the Company of this Agreement and the performance of the Company of the transactions herein contemplated
has been obtained or made and is in full force and effect, except (i) with respect to any Applicable Time at which the Sales Agent
would not be able to rely on Rule 5110(h)(1)(C) of the Financial Industry Regulatory Authority, Inc. (“FINRA”),
such additional steps as may be required by FINRA, (ii) filings with the Commission required under the Securities Act or the Exchange
Act, or filings with the Exchange pursuant to the rules and regulations of the Exchange, in each case that are contemplated by this
Agreement to be made after the date of this Agreement, and (iii) such additional steps as may be necessary to qualify the Common
Stock for sale by the Sales Agent under state securities or Blue Sky laws.
(q) No
Material Actions or Proceedings. There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental
proceeding pending or, to the Company’s knowledge, threatened against, or involving the Company or, to the Company’s knowledge,
any executive officer or director, which has not been disclosed in the Registration Statement and the Prospectus which is required to
be disclosed, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Change.
(r) Labor
Disputes. To the knowledge of the Company there is (A) no unfair labor practice complaint pending against the Company, or any
of its subsidiaries, nor to the Company’s knowledge, threatened against it or any of its subsidiaries, before the National Labor
Relations Board, any state or local labor relation board or any foreign labor relations board, and no grievance or arbitration proceeding
arising out of or under any collective bargaining agreement is so pending against the Company or any of its subsidiaries, or, to the Company’s
knowledge, threatened against it and (B) no labor disturbance by the employees of the Company or any of its subsidiaries exists or,
to the Company’s knowledge, is imminent, and the Company is not aware of any existing or imminent labor disturbance by the employees
of any of its or its subsidiaries, principal suppliers, manufacturers, customers or contractors, that could reasonably be expected, singularly
or in the aggregate, to have a Material Adverse Change. The Company is not aware that any key employee or significant group of employees
of the Company or any subsidiary plans to terminate employment with the Company or any such subsidiary.
(s) Compliance
with Certain Applicable Laws. Each of the Company and its subsidiaries: (A) is and at all times has been in compliance with all
statutes, rules, or regulations applicable to the ownership, testing, development, manufacture, packaging, processing, use, distribution,
marketing, labeling, promotion, sale, offer for sale, storage, import, export or disposal of any product manufactured or distributed by
the Company (“Applicable Laws”), except as could not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Change; (B) has not received any warning letter, untitled letter or other correspondence or notice from
any governmental authority alleging or asserting noncompliance with any Applicable Laws or any licenses, certificates, approvals, clearances,
authorizations, permits and supplements or amendments thereto required by any such Applicable Laws (“Authorizations”)
except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Change; (C) possesses all
material Authorizations and such Authorizations are valid and in full force and effect and are not in material violation of any term of
any such Authorizations; (D) has not received notice of any claim, action, suit, proceeding, hearing, enforcement, investigation,
arbitration or other action from any governmental authority or third party alleging that any product operation or activity is in violation
of any Applicable Laws or Authorizations and has no knowledge that any such governmental authority or third party is considering any such
claim, litigation, arbitration, action, suit, investigation or proceeding; (E) has not received notice that any governmental authority
has taken, is taking or intends to take action to limit, suspend, modify or revoke any Authorizations and has no knowledge that any such
governmental authority is considering such action; and (F) has filed, obtained, maintained or submitted all material reports, documents,
forms, notices, applications, records, claims, submissions and supplements or amendments as required by any Applicable Laws or Authorizations
and that all such reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments were complete
and correct on the date filed (or were corrected or supplemented by a subsequent submission).
(t) Tax
Law Compliance. . Other than as disclosed in the Registration Statement and the Prospectus, each of the Company and its subsidiaries
have filed all material foreign, federal, state and local tax returns (as hereinafter defined) required to be filed with taxing authorities
prior to the date hereof or has duly obtained extensions of time for the filing thereof. The Company has paid all taxes (as hereinafter
defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective
subsidiary. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of or incorporated by reference
in the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including
the dates of such consolidated financial statements. Other than as disclosed in the Registration Statement and the Prospectus, (i) no
material issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted
as due from the Company or its subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection
of taxes have been given by or requested from the Company or its subsidiaries. There are no tax liens against the assets, properties or
business of the Company or its subsidiaries. The term “taxes” means all federal, state, local, foreign and other
net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use,
withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other
taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional
amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and other
documents required to be filed in respect to taxes.
(u) Company
Not an “Investment Company”. The Company is not, and will not be, either after receipt of payment for the Placement Shares
or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement or the
Prospectus, required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment
Company Act”).
(v) Insurance.
The Company and each of its subsidiaries carry, or is entitled to the benefits of insurance, with insurers, in such amounts and covering
such risks which the Company believes are adequate, and all such insurance is in full force and effect. Neither the Company nor any of
its subsidiaries have reason to believe that they will not be able (i) to renew their existing insurance coverage as and when such
policies expire or (ii) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct their
business as now conducted and at a cost that would not result in a Material Adverse Change.
(w) No
Price Stabilization or Manipulation. The Company has not taken, directly or indirectly (without giving any effect to the activities
of the Sales Agent), any action designed to or that might cause or result in stabilization or manipulation of the price of the Common
Stock or of any “reference security” (as defined in Rule 100 of Regulation M under the Exchange Act (“Regulation
M”)) with respect to the Common Stock, whether to facilitate the sale or resale of the Placement Shares or otherwise, and
has taken no action which would directly or indirectly violate Regulation M.
(x) Related
Party Transactions. There are no business relationships or related party transactions involving the Company or any other person required
to be described in the Registration Statement and the Prospectus that have not been described as required pursuant to the Securities Act.
(y) Exchange
Act Compliance. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Prospectus
or any amendment or supplement thereto, at the time they were or hereafter are filed with the Commission under the Exchange Act, complied
and will comply in all material respects with the requirements of the Exchange Act, and, when read together with the other information
in the Prospectus, at each Point of Sale and each Settlement Date, will not contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the 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.
(z) Conformity
of Issuer Free Writing Prospectus. Each Issuer Free Writing Prospectus conformed or will conform in all material respects to the requirements
of the Securities Act on the date of first use, and the Company has complied or will comply with any filing requirements applicable to
such Issuer Free Writing Prospectus pursuant to the Securities Act. Each 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 Placement Shares, did not, does not and will not include any
information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus,
including any document incorporated by reference therein that has not been superseded or modified. The Company has not made any offer
relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus without the prior written consent of the Sales
Agent. The Company has retained in accordance with the Securities Act all Issuer Free Writing Prospectuses that were not required to be
filed pursuant to the Securities Act.
(aa) Compliance with Environmental Laws. The Company and its subsidiaries are in compliance with all foreign, federal,
state and local rules, laws and regulations relating to the use, treatment, storage and disposal of hazardous or toxic substances or waste
and protection of health and safety or the environment which are applicable to its business (“Environmental Laws”),
except where the failure to comply would not reasonably be expected to result in, singularly or in the aggregate, result in a Material
Adverse Change. There has been no storage, generation, transportation, handling, treatment, disposal, discharge, emission, or other release
of any kind of toxic or other wastes or other hazardous substances by, due to, or caused by the Company or any of its subsidiaries (or,
to the Company’s knowledge, any other entity for whose acts or omissions the Company or any of its subsidiaries is or may otherwise
be liable) upon any of the property now or previously owned or leased by the Company or its subsidiaries, or upon any other property,
in violation of any law, statute, ordinance, rule, regulation, order, judgment, decree or permit or which would, under any law, statute,
ordinance, rule (including rule of common law), regulation, order, judgment, decree or permit, give rise to any liability, except for
any violation or liability which would not reasonably be expected to result in have, singularly or in the aggregate with all such violations
and liabilities, a Material Adverse Change; and there has been no disposal, discharge, emission or other release of any kind onto such
property or into the environment surrounding such property of any toxic or other wastes or other hazardous substances with respect to
which the Company or any of its subsidiaries has knowledge, except for any such disposal, discharge, emission, or other release of any
kind which would not have, singularly or in the aggregate with all such discharges and other releases, a Material Adverse Change.
(bb) Intellectual
Property. The Company and each of its subsidiaries owns or possesses or have valid rights to use all patents, patent applications,
trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, inventions, trade secrets
and similar rights (“Intellectual Property Rights”) necessary for the conduct of the business of the Company
as currently carried on and as described in the Registration Statement and the Prospectus, except as would not be reasonably likely to
result in a Material Adverse Change. To the knowledge of the Company, no action or use by the Company or any of its subsidiaries necessary
for the conduct of their business as currently carried on and as described in the Registration Statement and the Prospectus will involve
or give rise to any infringement of, or license or similar fees for, any Intellectual Property Rights of others, except where such action,
use, license or fee is not reasonably likely to result in a Material Adverse Change. Neither the Company nor any of its subsidiaries have
received any notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as would
not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change (A) to the knowledge of the
Company, there is no infringement, misappropriation or violation by third parties of any of the Intellectual Property Rights owned by
the Company or any of its subsidiaries; (B) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding
or claim by others challenging the rights of the Company or any of its subsidiaries in or to any such Intellectual Property Rights, and
the Company is unaware of any facts which would form a reasonable basis for any such claim, that would, individually or in the aggregate,
together with any other claims in this Section 6(bb), reasonably be expected to result in a Material Adverse Change; (C) the
Intellectual Property Rights owned by the Company or any of its subsidiaries and, to the knowledge of the Company, the Intellectual Property
Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part,
and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity
or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any
such claim that would, individually or in the aggregate, together with any other claims in this Section 6(bb), reasonably
be expected to result in a Material Adverse Change; (D) there is no pending or, to the Company’s knowledge, threatened action,
suit, proceeding or claim by others that the Company or any of its subsidiaries infringes, misappropriates or otherwise violates any Intellectual
Property Rights or other proprietary rights of others, neither the Company nor any of its subsidiaries has received any written notice
of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such claim that would, individually
or in the aggregate, together with any other claims in this Section 6(bb), reasonably be expected to result in a Material
Adverse Change; and (E) except as disclosed in the Registration Statement and the Prospectus, to the Company’s knowledge, no
employee of the Company or any of its subsidiaries is in or has ever been in violation in any material respect of any term of any employment
contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure
agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s
employment with the Company or any of its subsidiaries, or actions undertaken by the employee while employed with the Company or any of
its subsidiaries and could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change. To the Company’s
knowledge, all material technical information developed by and belonging to the Company or any of its subsidiaries which has not been
patented has been kept confidential. Neither the Company nor any of its subsidiaries is a party to or bound by any options, licenses or
agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration
Statement and the Prospectus and are not described therein. The Registration Statement and the Prospectus contain in all material respects
the same description of the matters set forth in the preceding sentence. None of the technology employed by the Company or its subsidiaries
has been obtained or is being used by the Company or any of its subsidiaries in violation of any contractual obligation binding on the
Company or any such subsidiary or, to the Company’s knowledge, any of its or its subsidiaries’ officers, directors or employees,
or otherwise in violation of the rights of any persons, except for violations that would not result in a Material Adverse Change.
(cc) Brokers.
Neither the Company nor any of its subsidiaries is a party to any contract, agreement or understanding with any person (other than as
contemplated by this Agreement) that would give rise to a valid claim against the Company or any of its subsidiaries or the Sales Agent
for a brokerage commission, finder’s fee or like payment in connection with the offering and sale of the Placement Shares by the
Sales Agent under this Agreement.
(dd) No
Outstanding Loans or Other Indebtedness. There are no outstanding loans, advances (except normal advances for business expenses in
the ordinary course of business) or guarantees or indebtedness by the Company or any of its subsidiaries to or for the benefit of any
of the officers or directors of the Company, or any of their respective family members, except as disclosed in the Registration Statement
and the Prospectus.
(ee) No
Reliance. The Company has not relied upon the Sales Agent or legal counsel for the Sales Agent for any legal, tax or accounting advice
in connection with the offering and sale of the Placement Shares.
(ff) Broker-Dealer
Status. Neither the Company nor any of its related entities (i) is required to register as a “broker” or “dealer”
in accordance with the provisions of the Exchange Act or (ii) directly or indirectly through one or more intermediaries, controls
or is a “person associated with a member” or “associated person of a member” (within the meaning of Article I
of the NASD Manual administered by FINRA). To the Company’s knowledge, there are no affiliations or associations between any member
of FINRA and any of the Company’s officers, directors or 5% or greater security holders, except as set forth in the Registration
Statement.
(gg) Public Float Calculation. At the time the Registration Statement and any Rule 462(b) Registration Statement was or
will be filed with the Commission, at the time the Registration Statement and any Rule 462(b) Registration Statement was or will be declared
effective by the Commission, and at the time the Company’s most recent Annual Report on Form 10-K was filed with the Commission,
the Company met or will meet the then applicable requirements for the use of Form S-3 under the Securities Act. As of the close of trading
on the Exchange on March 19, 2026, the aggregate market value of the outstanding voting and non-voting common equity (as defined in Rule
405 under the Securities Act) of the Company held by persons other than affiliates of the Company (pursuant to Rule 144 of the Securities
Act, those that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control
with, the Company) (the “Non-Affiliate Shares”), was approximately $80.5 million (calculated by multiplying
(x) the price at which the common equity of the Company was last sold on the Exchange on January 20, 2026 by (y) the number of Non-Affiliate
Shares outstanding on March 19, 2026). The Company is not a shell company (as defined in Rule 405) and has not been a shell company for
at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information
(as defined in General Instruction I.B.6. of Form S-3) with the Commission at least 12 calendar months previously reflecting its status
as an entity that is not a shell company.
(hh) FINRA
Matters. All of the information provided to the Sales Agent or to counsel for the Sales Agent by the Company, its counsel, its officers
and directors and, to the Company’s knowledge, the holders of any securities (debt or equity) or options to acquire any securities
of the Company in connection with the offering of the Placement Shares is true, complete, correct and compliant with FINRA’s rules in
all material respects and any letters, filings or other supplemental information provided to FINRA pursuant to FINRA Rules or NASD
Conduct Rules is true, complete and correct in all material respects. Except as disclosed in the Registration Statement and the Prospectus,
there is no (i) officer or director of the Company, (ii) beneficial owner of 10% or more of any class of the Company’s
securities or (iii) to the Company’s knowledge, beneficial owner of the Company’s unregistered equity securities that
were acquired during the 180-day period immediately preceding the date of this Agreement that is an affiliate or associated person of
a FINRA member participating in the offer, issuance and sale of the Placement Shares as contemplated by this Agreement and the Registration
Statement and the Prospectus (as determined in accordance with the rules and regulations of FINRA).
(ii) Compliance
with Orders. Neither the Company nor any of its subsidiaries is in violation of any material judgment, decree, or order of any court,
arbitrator or other governmental authority.
(jj) Sarbanes–Oxley
Act. The Company is in material compliance with any and all applicable requirements of the Sarbanes-Oxley Act of 2002 and the rules and
regulations promulgated in connection therewith (the “Sarbanes-Oxley Act”) that are effective as of the date
hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date
hereof.
(kk) Disclosure
Controls and Procedures. Except as set forth in the Registration Statement and the Prospectus, the Company and its subsidiaries maintain
systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act)
that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal
executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited
to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with
management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial
statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with
management’s general or specific authorization; (iv) the recorded accountability for assets is compared with the existing assets
at reasonable intervals and appropriate action is taken with respect to any differences; and (v) the interactive data in eXtensible
Business Reporting Language included or incorporated by reference in the Registration Statement and the 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. Since the date of the latest audited financial statements included in the Registration Statement and the Prospectus, 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.
(ll) ERISA.
The Company, its subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act
of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established
or maintained by the Company, its subsidiaries or any of their “ERISA Affiliates” (as defined below) are in compliance in
all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company and each of its subsidiaries,
any member of any group of organizations described in Sections 414(b),(c),(m) or (o) of the Internal Revenue Code of 1986, as
amended, and the regulations and published interpretations thereunder (the “Code”) of which the Company or any
of its subsidiaries is a member. No “reportable event” (as defined under ERISA) has occurred or is reasonably expected to
occur with respect to any “employee benefit plan” established or maintained by the Company, or any of its subsidiaries or
any of their ERISA Affiliates. No “employee benefit plan” established or maintained by the Company, any of its subsidiaries
or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded
benefit liabilities” (as defined under ERISA). Neither the Company nor any of its subsidiaries nor any of their ERISA Affiliates
has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or
withdrawal from, any “employee benefit plan” or (ii) Sections 412, 4971, 4975 or 4980B of the Code. Each “employee
benefit plan” established or maintained by the Company, any of its subsidiaries or any of their ERISA Affiliates that is intended
to be qualified under Section 401(a) of the Code is so qualified and, to the knowledge of the Company, nothing has occurred,
whether by action or failure to act, which would cause the loss of such qualification.
(mm) Contracts
and Agreements. The agreements and documents described in the Registration Statement and the Prospectus conform in all material respects
to the descriptions thereof contained therein and there are no agreements or other documents required by the Securities Act to be described
in the Registration Statement and the Prospectus or to be filed with the Commission as exhibits to the Registration Statement, that have
not been so described or filed. Each agreement or other instrument (however characterized or described) to which the Company or any of
its subsidiaries is a party or by which it is or may be bound or affected and (i) that is referred to in the Registration Statement
and the Prospectus, or (ii) is material to the Company’s or its subsidiaries’ business, has been duly authorized and
validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company or any of
its subsidiaries and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such
enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as
enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that
the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to
the discretion of the court before which any proceeding therefor may be brought. Except as disclosed in the Registration Statement and
the Prospectus, none of such agreements or instruments has been assigned by the Company or its subsidiaries, and neither the Company,
its subsidiaries nor, to the Company’s knowledge, any other party is in default thereunder and, to the Company’s knowledge,
no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder. To the best
of the Company’s knowledge, performance by the Company or any of its subsidiaries of the material provisions of such agreements
or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental
agency or court, domestic or foreign, having jurisdiction over the Company, its subsidiaries or any of their assets or businesses (each,
a “Governmental Entity”), including, without limitation, those relating to environmental laws and regulations.
(nn) Title
to Properties. Except as set forth in the Registration Statement and the Prospectus or disclosed in the Company’s reports filed
with the Commission, the Company and each of its subsidiaries have good and marketable title in fee simple to, or have valid rights to
lease or otherwise use, all items of real or personal property which are material to the business of the Company, in each case free and
clear of all liens, encumbrances, security interests, claims and defects that do not, singly or in the aggregate, materially affect the
value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries;
and all of the leases and subleases material to the business of the Company, and under which the Company or any of its subsidiaries hold
properties described in the Registration Statement and the Prospectus, are in full force and effect, and neither the Company nor any of
its subsidiaries has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the
Company or any of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the
Company or any of its subsidiaries to the continued possession of the leased or subleased premises under any such lease or sublease, which
would result in a Material Adverse Change.
(oo) No
Unlawful Contributions or Other Payments. No payments or inducements have been made or given, directly or indirectly, to any federal
or local official or candidate for, any federal or state office in the United States or foreign offices by the Company, any of its subsidiaries
or any of their officers or directors, or, to the knowledge of the Company, by any of its employees or agents or any other person in connection
with any opportunity, contract, permit, certificate, consent, order, approval, waiver or other authorization relating to the business
of the Company or any of its subsidiaries, except for such payments or inducements as were lawful under applicable laws, rules and
regulations. Neither the Company, any of its subsidiaries, nor, to the knowledge of the Company, any director, officer, agent, employee
or other person associated with or acting on behalf of the Company or any of its subsidiaries, (i) has used any corporate funds for
any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or
indirect unlawful payment to any government official or employee from corporate funds; or (iii) made any bribe, unlawful rebate,
payoff, influence payment, kickback or other unlawful payment in connection with the business of the Company.
(pp) Foreign
Corrupt Practices Act. None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent,
employee, affiliate or other person acting on behalf of the Company or any of its subsidiaries, is aware of or has taken any action, directly
or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and
regulations thereunder (collectively, the “FCPA”), including, without limitation, making use of the mails or
any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of
the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign
official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign
political office, in contravention of the FCPA. The Company and its subsidiaries have conducted their respective businesses in compliance
with the FCPA and have instituted and maintains policies and procedures designed to ensure, and which are reasonably expected to continue
to ensure, continued compliance therewith.
(qq) 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, the rules and regulations thereunder and any related or similar rules, regulations or guidelines,
issued, administered or enforced by any governmental agency (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.
(rr) OFAC.
None of the Company, any of its subsidiaries, or, to the knowledge of the Company, any director, officer, agent, employee, affiliate or
person acting on behalf of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office
of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly
use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner
or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered
by OFAC.
(ss) Exchange
Listing. The Common Stock are registered pursuant to Section 12(b) of the Exchange Act and is currently listed on the Exchange
under the trading symbol “DRIO”. Except as disclosed in the Registration Statement and the Prospectus, there is no action
pending by the Company or, to the Company’s knowledge, the Exchange to delist the Common Stock from the Exchange, nor has the Company
received any notification that the Exchange is currently contemplating terminating such listing, except as otherwise disclosed in the
Registration Statement and Prospectus. The Company has no intention to delist the Common Stock from the Exchange or to deregister the
Common Stock under the Exchange Act, in either case, at any time during the period commencing on the date of this Agreement through and
including the 90th calendar day after the termination of this Agreement. The Company has filed with the Exchange a Listing of Additional
Shares Notification Form for the offering of the Placement Shares as contemplated in this Agreement. The issuance and sale of the
Placement Shares under this Agreement does not contravene the rules and regulations of the Exchange.
(tt) Margin
Rules. The Company owns no “margin securities” as that term is defined in Regulation U of the Board of Governors of the
Federal Reserve System (the “Federal Reserve Board”), and none of the proceeds from the issuance, sale and delivery
of the Placement Shares as contemplated by this Agreement and as described in the Registration Statement and the Prospectus will be used,
directly or indirectly, for the purpose of purchasing or carrying any margin security, for the purpose of reducing or retiring any indebtedness
which was originally incurred to purchase or carry any margin security or for any other purpose which might cause any of the Common Stock
to be considered a “purpose credit” within the meanings of Regulation T, U or X of the Federal Reserve Board.
(uu) Underwriter
Agreements. The Company is not a party to any agreement with an agent or underwriter for any other “at-the-market” or
continuous equity transaction.
(vv) Board
of Directors. The qualifications of the persons serving as board members of the Company and the overall composition of the Company’s
board of directors comply with the applicable requirements of the Exchange Act and the Sarbanes-Oxley Act and the listing rules of
the Exchange applicable to the Company. At least one member of the Audit Committee of the board of directors of the Company qualifies
as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange.
In addition, at least a majority of the persons serving on the board of directors of the Company qualify as “independent,”
as defined under the listing rules of the Exchange.
(ww) No
Integration. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf has, directly or indirectly,
made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause the offer and
sale of the Placement Shares hereunder to be integrated with prior offerings by the Company for purposes of the Securities Act that would
require the registration of any such securities under the Securities Act.
(xx) No
Material Defaults. Neither the Company nor any of its subsidiaries has defaulted on any installment on indebtedness for borrowed money
or on any rental on one or more long-term leases, which defaults, individually or in the aggregate, could reasonably be expected to result
in a Material Adverse Change. The Company has not filed a report pursuant to Section 13(a) or 15(d) of the Exchange Act
since the filing of its last Annual Report on Form 10-K, indicating that it (i) has failed to pay any dividend or sinking fund
installment on preferred stock or (ii) has defaulted on any installment on indebtedness for borrowed money or on any rental on one
or more long-term leases, which defaults, individually or in the aggregate, could reasonably be expected to result in a Material Adverse
Change.
(yy) Books
and Records. The minute books of the Company and each of its subsidiaries have been made available to the Sales Agent and counsel
for the Sales Agent, and such books (i) contain a substantially complete summary of all meetings and material actions of the board
of directors (including each board committee) and stockholders of the Company (or analogous governing bodies and interest holders, as
applicable) and each of its subsidiaries since the time of its respective incorporation or organization through the date of the latest
meeting and action, and (ii) accurately in all material respects reflect all transactions referred to in such minutes.
(zz) Regulations.
The disclosures in the Registration Statement and the Prospectus concerning the effects of federal, state, local and all foreign regulation
on the Company’s business in the past and as currently contemplated are correct in all material respects and no other such regulations
are required to be disclosed in the Registration Statement and the Prospectus which are not so disclosed.
(aaa) Confidentiality
and Non-Competitions. To the Company’s knowledge, no director, officer, key employee or consultant of the Company is subject
to any confidentiality, non-disclosure, non-competition agreement or non-solicitation agreement with any employer or prior employer that
could reasonably be expected to materially affect his ability to be and act in his respective capacity of the Company or be expected to
result in a Material Adverse Change.
(bbb) Cybersecurity. To the Company’s knowledge (i)(x) there has been no security breach or other compromise of or
relating to any of the Company’s information technology and computer systems, networks, hardware, software, data (including the
data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment
or technology (collectively, “IT Systems and Data”) and (y) the Company has not been notified of, and has no
knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT
Systems and Data; (ii) the Company is presently in compliance with all applicable laws or statutes and all judgments, orders, rules and
regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating
to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation
or modification, except as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company has implemented
and maintained commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous
operation, redundancy and security of all IT Systems and Data; and (iv) the Company has implemented backup and disaster recovery technology
consistent with commercially reasonable industry standards and practices.
Any certificate signed by
an officer of the Company and delivered to the Sales Agent or to counsel for the Sales Agent pursuant to or in connection with this Agreement
shall be deemed to be a representation and warranty by the Company to the Sales Agent as to the matters set forth therein.
The Company acknowledges that
the Sales Agent and, for purposes of the opinions to be delivered pursuant to Section 7 hereof, counsel to the Company and
counsel to the Sales Agent, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such
reliance.
7. Covenants
of the Company. The Company covenants and agrees with the Sales Agent that:
(a) Registration
Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares
is required to be delivered by the Sales Agent under the Securities Act (including in circumstances where such requirement may be satisfied
pursuant to Rule 153 or Rule 172 under the Securities Act), (i) the Company will notify the Sales Agent promptly of the
time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with
the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission
for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will
prepare and file with the Commission, promptly upon the Sales Agent’s reasonable request, any amendments or supplements to the Registration
Statement or Prospectus that, in the Sales Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution
of the Placement Shares by the Sales Agent (provided, however, that the failure of the Sales Agent to make such request
shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations
and warranties made by the Company in this Agreement, and provided, further, that the only remedy the Sales Agent shall
have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement
is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents
incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof
has been submitted to the Sales Agent within a reasonable period of time before the filing and the Sales Agent has not reasonably objected
thereto (provided, however, that the failure of the Sales Agent to make such objection shall not relieve the Company of
any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the
Company in this Agreement, and provided, further, that the only remedy the Sales Agent shall have with respect to the failure
by the Company to obtain such consent shall be to cease making sales under this Agreement); (iv) the Company will furnish to the
Sales Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration
Statement or Prospectus, except for those documents available via EDGAR; and (v) the Company will cause each amendment or supplement
to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable
paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) or, in the
case of any documents incorporated by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the
time period prescribed.
(b) Notice
of Commission Stop Orders. The Company will advise the Sales Agent, promptly after it receives notice or obtains knowledge thereof,
of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any notice objecting
to, or other order preventing or suspending the use of, the Prospectus, of the suspension of the qualification of the Placement Shares
for offering or sale in any jurisdiction, or of the initiation of any proceeding for any such purpose or any examination pursuant to Section 8(e) of
the Securities Act, or if the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with
the offering of the Placement Shares; and it will promptly use its commercially reasonable efforts to prevent the issuance of any stop
order or to obtain its withdrawal if such a stop order should be issued. Until such time as any stop order is lifted, the Sales Agent
shall cease making offers and sales under this Agreement.
(c) Delivery
of Prospectus; Subsequent Changes. During any period in which a Prospectus relating to the Placement Shares is required to be delivered
by the Sales Agent under the Securities Act with respect to a pending sale of the Placement Shares (including in circumstances where such
requirement may be satisfied pursuant to Rule 153 or Rule 172 under the Securities Act), the Company will comply in all material
respects with all requirements imposed upon it by the Securities Act, as from time to time in force, and to file on or before their respective
due dates all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant
to Sections 13(a), 13(c), 14, 15(d) or any other provision of or under the Exchange Act. If during such period any event occurs as
a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state
a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during
such period it is necessary to amend or supplement the Registration Statement or Prospectus to comply with the Securities Act, the Company
will promptly notify the Sales Agent to suspend the offering of Placement Shares during such period and the Company will promptly amend
or supplement the Registration Statement or Prospectus (at the expense of the Company) so as to correct such statement or omission or
effect such compliance; provided, however, that the Company may delay any such amendment or supplement if, in the reasonable
judgment of the Company, it is in the best interests of the Company to do so.
(d) Listing
of Placement Shares. During any period in which the Prospectus relating to the Placement Shares is required to be delivered by the
Sales Agent under the Securities Act with respect to a pending sale of the Placement Shares (including in circumstances where such requirement
may be satisfied pursuant to Rule 153 or Rule 172 under the Securities Act), the Company will use its commercially reasonable
efforts to cause the Placement Shares to be listed on the Exchange and to qualify the Placement Shares for sale under the securities laws
of such jurisdictions as the Sales Agent reasonably designates and to continue such qualifications in effect so long as required for the
distribution of the Placement Shares; provided, however, that the Company shall not be required in connection therewith
to qualify as a foreign corporation or dealer in securities or file a general consent to service of process in any jurisdiction.
(e) Delivery
of Registration Statement and Prospectus. The Company will furnish to the Sales Agent and its counsel (at the expense of the Company)
electronic copies of the Registration Statement, the Prospectus (including all documents incorporated by reference therein) and all amendments
and supplements to the Registration Statement or Prospectus that are filed with the Commission during any period in which a Prospectus
relating to the Placement Shares is required to be delivered under the Securities Act (including all documents filed with the Commission
during such period that are deemed to be incorporated by reference therein), in each case as soon as reasonably practicable and in such
quantities as the Sales Agent may from time to time reasonably request and, at the Sales Agent’s request, will also furnish electronic
copies of the Prospectus to each exchange or market on which sales of the Placement Shares may be made; provided, however,
that the Company shall not be required to furnish any document (other than the Prospectus) to the Sales Agent to the extent such document
is available on EDGAR.
(f) Earnings
Statement. The Company will make generally available to its security holders as soon as practicable, but in any event not later than
15 months after the end of the Company’s current fiscal quarter, an earnings statement of the Company (which need not be audited)
covering a 12-month period that complies with Section 11(a) and Rule 158 of the Securities Act. The terms “earnings
statement” and “make generally available to its security holders” shall have the meanings set forth in Rule 158
under the Securities Act.
(g) Expenses.
The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated in accordance with
the provisions of Section 11 hereunder, will pay the following expenses all incident to the performance of its obligations
hereunder, including, but not limited to, expenses relating to (i) the preparation and filing of the Registration Statement and each
amendment and supplement thereto, of each Prospectus and of each amendment and supplement thereto, (ii) the preparation, issuance
and delivery of the Placement Shares, including any stock or other transfer taxes and any stamp or other duties payable upon the sale,
issuance or delivery of the Placement Shares to the Sales Agent, (iii) the fees and disbursements of the counsel, accountants and
other advisors to the Company in connection with the transactions contemplated by this Agreement; (iv) the qualification of the Placement
Shares under securities laws in accordance with the provisions of Section 7(d) of this Agreement, including filing fees
(provided, however, that any fees or disbursements of counsel for the Sales Agent in connection therewith shall be paid
by the Sales Agent except as set forth in (ix) below), (v) the printing and delivery to the Sales Agent of copies of the Prospectus
and any amendments or supplements thereto, and of this Agreement, (vi) the fees and expenses incurred in connection with the listing
or qualification of the Placement Shares for trading on the Exchange, (vii) the fees and expenses of the transfer agent or registrar
for the Common Stock, (viii) filing fees and expenses, if any, of the Commission and the FINRA Corporate Financing Department (provided,
however, that any fees or disbursements of counsel for the Sales Agent in connection therewith shall be paid by the Sales Agent
except as set forth in (ix) below), (ix) the Company shall reimburse the Sales Agent for its reasonable and documented out-of-pocket
expenses (including but not limited to the Sales Agent’s transaction costs and the reasonable and documented fees and expenses of
counsel to the Sales Agent) in an amount not to exceed $35,000 (the “Sales Agent Expenses”) which Sales Agent Expenses
shall be due and payable prior to the first Placement pursuant to this Agreement, provided further that the Company shall reimburse
the Sales Agent for its reasonable and documented out-of-pocket expenses related to quarterly maintenance of the Agreement (including
but not limited to the Sales Agent’s transaction costs and the reasonable and documented fees and expenses of counsel to the Sales
Agent) on a quarterly basis in an amount not to exceed $3,500 which shall be due and payable prior to each Representation Date following
the filing of an annual report on Form 10-K or quarterly report on Form 10-Q, provided further that the Company shall reimburse
the Sales Agent for its expenses (including but not limited to the reasonable fees and documented out-of-pocked costs and expenses of
counsel to the Sales Agent) up to $5,000 for each program “refresh” (filing of a new registration statement, prospectus, or
prospectus supplement relating to the Placement Shares and/or an amendment of this Agreement) executed pursuant to this Agreement.
(h) Use
of Proceeds. The Company will use the Net Proceeds as described in the Prospectus in the section entitled “Use of Proceeds.”
(i) Notice
of Other Sales. The Company (I) shall provide the Sales Agent notice as promptly as reasonably possible before it offers to sell,
contracts to sell, sells, grants any option to sell or otherwise disposes of any Common Stock (other than Placement Shares offered pursuant
to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, or warrants or any rights to purchase
or acquire Common Stock, during the period beginning on the second (2nd) Trading Day immediately prior to the date on which any Placement
Notice is delivered to the Sales Agent hereunder and ending on the second (2nd) Trading Day immediately following the final Settlement
Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended
prior to the sale of all Placement Shares covered by a Placement Notice, the second (2nd) Trading Day immediately following the date of
such suspension or termination), and (II) will not directly or indirectly engage in any other “at the market” or continuous
equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock (other than
the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or
any rights to purchase or acquire, Common Stock prior to the termination of this Agreement; provided, however, that such
notice requirements or restrictions, as the case may be, will not be required in connection with the Company’s issuance or sale
of (i) Common Stock, options to purchase Common Stock, other equity awards or Common Stock issuable upon the exercise of options
or other equity awards, pursuant to any employee or director stock option or benefits plan, stock ownership plan or dividend reinvestment
plan of the Company whether now in effect or hereafter implemented, (ii) Common Stock issuable upon exchange, conversion or redemption
of securities or the exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available
on EDGAR or otherwise in writing (including by email correspondence) to the Sales Agent and (iii) Common Stock or securities convertible
into or exchangeable for Common Stock as consideration for mergers, acquisitions, sale or purchase of assets or other business combinations
or strategic alliances occurring after the date of this Agreement which are not issued for capital raising purposes.
(j) Change
of Circumstances. The Company will, at any time during a fiscal quarter in which the Company intends to tender a Placement Notice
or sell Placement Shares, advise the Sales Agent promptly after it shall have received notice or obtained knowledge thereof, of any information
or fact that would alter or affect in any material respect any opinion, certificate, letter or other document provided to the Sales Agent
pursuant to this Agreement.
(k) Due
Diligence Cooperation. The Company will cooperate with any reasonable due diligence review conducted by the Sales Agent or its agents
in connection with the transactions contemplated hereby, including, without limitation, providing information and making available documents
and senior corporate officers, during regular business hours and at the Company’s principal offices, as the Sales Agent may reasonably
request.
(l) Required
Filings Relating to Placement of Placement Shares. The Company shall set forth in each Annual Report on Form 10-K and Quarterly
Report on Form 10-Q filed by the Company with the Commission in respect of any quarter in which sales of Placement Shares were made
by or through the Sales Agent under this Agreement, with regard to the relevant period, the amount of Placement Shares sold to or through
the Sales Agent, the Net Proceeds to the Company and the compensation payable by the Company to the Sales Agent with respect to such sales
of Placement Shares. To the extent that the filing of a prospectus supplement with the Commission with respect to any sales of Placement
Shares becomes required under Rule 424(b) under the Securities Act, the Company agrees that, on or before such dates as the
Securities Act shall require, the Company will (i) file a prospectus supplement with the Commission under the applicable paragraph
of Rule 424(b) under the Securities Act, which prospectus supplement will set forth, with regard to the relevant period, the
amount of Placement Shares sold to or through the Sales Agent, the Net Proceeds to the Company and the compensation payable by the Company
to the Sales Agent with respect to such Placement Shares, and (ii) deliver such number of copies of each such prospectus supplement
to each exchange or market on which such sales were effected as may be required by the rules or regulations of such exchange or market.
The Company shall afford the Sales Agent and its counsel with a reasonable opportunity to review and comment upon, shall consult with
the Sales Agent and its counsel on the form and substance of, and shall give due consideration to all such comments from the Sales Agent
or its counsel on, any such filing prior to the issuance, filing or public disclosure thereof; provided, however, that the Company shall
not be required to submit for review (A) any portion of any periodic reports filed with the Commission under the Exchange Act other
than the specific disclosure relating to any sales of Placement Shares and (B) any disclosure contained in periodic reports filed
with the Commission under the Exchange Act if it shall have previously provided the same disclosure for review in connection with a previous
filing.
(m) Representation
Dates; Certificate. On or prior to the date the first Placement Notice is given hereunder and each time the Company (i) files
the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the
Placement Shares (other than (A) a prospectus supplement filed in accordance with Section 7(l) of this Agreement
or (B) a supplement or amendment that relates to an offering of securities other than the Placement Shares) by means of a post-effective
amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or
the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including
any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files
a quarterly report on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial
information (other than an earnings release, to “furnish” information pursuant to Items 2.02 or 7.01 of Form 8-K or to
provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations
in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more
of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”), the Company
shall furnish the Sales Agent within three (3) Trading Days after each Representation Date with a certificate, in the form attached
hereto as Exhibit 7(m). The requirement to provide a certificate under this Section 7(m) shall be waived
for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier
to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation
Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation
Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides
to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent with
a certificate under this Section 7(m), then before the Company delivers the Placement Notice or the Sales Agent sells any
Placement Shares, the Company shall provide the Sales Agent with a certificate, in the form attached hereto as Exhibit 7(m),
dated the date of the Placement Notice.
(n) Legal
Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales
Agent (i) the written opinion and negative assurance of Sullivan & Worcester LLP, as counsel to the Company (“Company
Counsel”), in form and substance satisfactory to the Sales Agent. Thereafter, within three (3) Trading Days after each
Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m) for
which no waiver is applicable pursuant to Section 7(m), the Company shall cause to be furnished to the Sales Agent the written
opinion and negative assurance of Company Counsel substantially in the forms previously agreed between the Company and the Sales Agent,
modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however,
that if Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance of such counsel, in each
case substantially in the forms previously agreed between the Company and the Sales Agent, then each Company Counsel may, in respect of
any future Representation Date, furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”)
in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on the prior opinion and negative
assurance of such counsel delivered pursuant to this Section 7(n) to the same extent as if it were dated the date of
such Reliance Letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration
Statement and the Prospectus as amended or supplemented to the date of such Reliance Letter).
(o) Comfort
Letter. On or prior to the date the first Placement Notice is given hereunder and within three (3) Trading Days after the Company
files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information
or a material amendment to the previously filed Form 10-K) and on each Representation Date in which the Sales Agent reasonably determines
that the information contained in such filings with the Commission contains a material change to the financial disclosure of the Company,
the Company shall cause its independent accountants to furnish the Sales Agent letters (the “Comfort Letters”),
dated the date that the Comfort Letter is delivered, in form and substance satisfactory to the Sales Agent, (i) confirming that they
are an independent registered public accounting firm within the meaning of the Securities Act, the Exchange Act and the rules and
regulations of the PCAOB and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01
of Regulation S-X of the Commission, (ii) stating, as of such date, the conclusions and findings of such firm with respect to the
financial information and other matters ordinarily covered by accountants’ “comfort letters” to the Sales Agent in connection
with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating
the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such
date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of
such letter.
(p) Market
Activities. The Company will not, directly or indirectly, (i) take any action designed to cause or result in, or that constitutes
or might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company to facilitate
the sale or resale of the Common Stock or (ii) sell, bid for, or purchase Common Stock in violation of Regulation M, or pay anyone
any compensation for soliciting purchases of the Placement Shares other than the Sales Agent.
(q) Insurance.
The Company and its subsidiaries shall maintain insurance in such amounts and covering such risks as it believes to be reasonable and
customary for the business in which it is engaged.
(r) Investment
Company Act. The Company will conduct its affairs in such a manner so as to reasonably ensure that neither it nor its subsidiaries
are not and, after giving effect to the offering and sale of the Placement Shares and the application of proceeds therefrom as described
in the Prospectus, will not be, an “investment company” within the meaning of such term under the Investment Company Act.
(s) Securities
Act and Exchange Act. The Company will use its reasonable best efforts to comply with all requirements imposed upon it by the Securities
Act and the Exchange Act as from time to time in force, so far as necessary to permit the continuance of sales of, or dealings in, the
Placement Shares as contemplated by the provisions hereof and the Prospectus.
(t) No
Offer to Sell. Other than the Prospectus and an Issuer Free Writing Prospectus approved in advance by the Company and the Sales Agent
in its capacity as principal or agent hereunder, neither the Sales Agent nor the Company (including its agents and representatives, other
than the Sales Agent in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined
in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation
of an offer to buy Placement Shares hereunder.
(u) Sarbanes-Oxley
Act. The Company and its subsidiaries will use its reasonable best efforts to comply with all effective applicable provisions of the
Sarbanes-Oxley Act.
(v) Transfer
Agent. The Company shall maintain, at its sole expense, a registrar and transfer agent for the Common Stock.
8. Conditions
to the Sales Agent’s Obligations. The obligations of the Sales Agent hereunder with respect to a Placement will be subject to
the continuing accuracy and completeness of the representations and warranties made by the Company herein, to the due performance by the
Company of its obligations hereunder, to the completion by the Sales Agent of a due diligence review satisfactory to the Sales Agent in
its reasonable judgment, and to the continuing satisfaction (or waiver by the Sales Agent in its sole discretion) of the following additional
conditions:
(a) Registration
Statement Effective. The Registration Statement shall be effective and shall be available for the sale of all Placement Shares contemplated
to be issued by any Placement Notice which have not yet been issued and sold pursuant to such Registration Statement.
(b) Securities
Act Filings Made. All filings with the Commission required by Rule 424(b) or Rule 433 under the Securities Act to have
been filed prior to the issuance of any Placement Notice hereunder shall have been made within the applicable time period prescribed for
such filing by Rule 424(b) (without reliance on Rule 424(b)(8) of the Securities Act) or Rule 433, as applicable.
(c) No
Material Notices. None of the following events shall have occurred and be continuing: (i) receipt by the Company of any request
for additional information from the Commission or any other federal or state governmental authority during the period of effectiveness
of the Registration Statement, the response to which would require any post-effective amendments or supplements to the Registration Statement
or the Prospectus; (ii) the issuance by the Commission or any other federal or state governmental authority of any stop order suspending
the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt by the Company
of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Placement Shares
for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the occurrence of any event
that makes any material statement made in the Registration Statement or the Prospectus or any material document incorporated or deemed
to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the Registration
Statement, related Prospectus or such documents so that, in the case of the Registration Statement, it will not contain any materially
untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements
therein not misleading and, that in the case of the Prospectus, it will not contain any materially untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading.
(d) No
Misstatement or Material Omission. The Sales Agent shall not have advised the Company that the Registration Statement or Prospectus,
or any amendment or supplement thereto, contains an untrue statement of fact that in the Sales Agent’s reasonable opinion is material,
or omits to state a fact that in the Sales Agent’s reasonable opinion is material and is required to be stated therein or is necessary
to make the statements therein not misleading.
(e) Material
Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall
not have been any material adverse change in the authorized capital stock of the Company or any Material Adverse Change or any development
that could reasonably be expected to result in a Material Adverse Change, the effect of which, in the reasonable judgment of the Sales
Agent (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable
or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated by this Agreement and
the Prospectus.
(f) Representation
Certificate. The Sales Agent shall have received the certificate required to be delivered pursuant to Section 7(m) on
or before the date on which delivery of such certificate is required pursuant to Section 7(m).
(g) Legal
Opinion. The Sales Agent shall have received the opinion and negative assurance of Company Counsel required to be delivered pursuant
to Section 7(n) on or before the date on which such delivery of such opinion and negative assurance is required pursuant
to Section 7(n).
(h) Comfort
Letter. The Sales Agent shall have received the Comfort Letter required to be delivered pursuant to Section 7(o) on
or before the date on which such delivery of such Comfort Letter is required pursuant to Section 7(o).
(i) Secretary’s
Certificate. On or prior to the date the first Placement Notice is given hereunder, the Sales Agent shall have received a certificate,
signed on behalf of the Company by its corporate secretary, certifying as to (i) the certificate of incorporation of the Company
(as the same may be amended or restated from time to time), (ii) the bylaws of the Company (as the same may be amended or restated
from time to time), (iii) the resolutions of the board of directors of the Company (or a committee thereof) authorizing the execution,
delivery and performance of this Agreement and the issuance of the Placement Shares and (iv) the incumbency of the officers duly
authorized to execute this Agreement and the other documents contemplated by this Agreement.
(j) No
Suspension. Trading in the Common Stock shall not have been suspended on the Exchange and the Common Stock shall not have been delisted
from the Exchange.
(k) Other
Materials. On each date on which the Company is required to deliver a certificate pursuant to Section 7(m), the Company
shall have furnished to the Sales Agent such appropriate further opinions, certificates, letters and documents as the Sales Agent may
have reasonably requested. All such opinions, certificates, letters and other documents shall have been in compliance with the provisions
hereof. The Company will furnish the Sales Agent with such conformed copies of such opinions, certificates, letters and other documents
as the Sales Agent shall have reasonably requested.
(l) Approval
for Listing. The Placement Shares shall either have been (i) approved for listing on the Exchange, subject only to notice of
issuance, or (ii) the Company shall have filed an application for listing of the Placement Shares on the Exchange at, or prior to,
the issuance of any Placement Notice.
(m) No
Termination Event. There shall not have occurred any event that would permit the Sales Agent to terminate this Agreement pursuant
to Section 11(a).
(n) FINRA.
The Sales Agent shall have received a letter from the Corporate Financing Department of FINRA confirming that such department has determined
to raise no objection with respect to the fairness or reasonableness of the terms and arrangements related to the sale of the Placement
Shares pursuant to this Agreement.
9. Indemnification
and Contribution.
(a) Company
Indemnification. The Company agrees to indemnify and hold harmless the Sales Agent, the directors, officers, members, partners, employees
and agents of the Sales Agent each broker dealer affiliate of the Sales Agent, and each Sales Agent Affiliate, if any, from and against
any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all actual, reasonable and documented
investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c))
of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party
and any third party, or otherwise, or any claim asserted), as and when incurred, to which the Sales Agent, or any such person, may become
subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise,
insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue
statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or
supplement thereto or in any Issuer Free Writing Prospectus or in any application or other document executed by or on behalf of the Company
or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock
under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document
a material fact required to be stated in it or necessary to make the statements in it not misleading or (z) any breach by any of
the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement; provided,
however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from
the sale of the Placement Shares pursuant to this Agreement and is caused directly by an untrue statement or omission made in reliance
upon and in strict conformity with written information relating to the Sales Agent and furnished to the Company by the Sales Agent expressly
for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition
to any liability that the Company might otherwise have.
(b) The
Sales Agent Indemnification. The Sales Agent agrees to indemnify and hold harmless the Company and its directors and each officer
of the Company that signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control
with the Company (each, a “Company Affiliate”) from and against any and all losses, claims, liabilities, expenses
and damages (including, but not limited to, any and all actual, reasonable and documented investigative, legal and other expenses incurred
in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding
between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise,
or any claim asserted), as and when incurred, to which any such Company Affiliate, may become subject under the Securities Act, the Exchange
Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses
or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement or the Prospectus or any amendment or supplement thereto, or (y) the omission or alleged
omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleading;
provided, however, that this indemnity agreement shall apply only to the extent that such loss, claim, liability, expense
or damage is caused directly by an untrue statement or omission made in reliance upon and in strict conformity with written information
relating to the Sales Agent and furnished to the Company by the Sales Agent expressly for inclusion in any document as described in clause
(x) of this Section 9(b).
(c) Procedure.
Any party that proposes to assert the right to be indemnified under this Section 9 will, promptly after receipt of notice
of commencement of any action against such party in respect of which a claim is to be made against an indemnifying party or parties under
this Section 9, notify each such indemnifying party of the commencement of such action, enclosing a copy of all papers served,
but the omission so to notify such indemnifying party will not relieve the indemnifying party from (i) any liability that it might
have to any indemnified party otherwise than under this Section 9 and (ii) any liability that it may have to any indemnified
party under the foregoing provision of this Section 9 unless, and only to the extent that, such omission results in the forfeiture
of substantive rights or defenses by the indemnifying party. If any such action is brought against any indemnified party and it notifies
the indemnifying party of its commencement, the indemnifying party will be entitled to participate in and, to the extent that it elects
by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified
party, jointly with any other indemnifying party similarly notified, to assume the defense of the action, with counsel reasonably satisfactory
to the indemnified party, and after notice from the indemnifying party to the indemnified party of its election to assume the defense,
the indemnifying party will not be liable to the indemnified party for any legal or other expenses except as provided below and except
for the reasonable costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified
party will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will
be at the expense of such indemnified party unless (1) the employment of counsel by the indemnified party has been authorized in
writing by the indemnifying party, (2) the indemnified party has reasonably concluded (based on advice of counsel) that there may
be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying
party, (3) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified
party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on
behalf of the indemnified party) or (4) the indemnifying party has not in fact employed counsel to assume the defense of such action
within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements
and other charges of counsel will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party
or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable
fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time for all
such indemnified party or parties. All such fees, disbursements and other charges will be reimbursed by the indemnifying party promptly
as they are incurred. An indemnifying party will not, in any event, be liable for any settlement of any action or claim effected without
its written consent. No indemnifying party shall, without the prior written consent of each indemnified party, settle or compromise or
consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by
this Section 9 (whether or not any indemnified party is a party thereto), unless such settlement, compromise or consent includes
an unconditional release of each indemnified party from all liability arising or that may arise out of such claim, action or proceeding.
(d) Contribution.
In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in the foregoing paragraphs
of this Section 9 is applicable in accordance with its terms but for any reason is held to be unavailable from the Company
or the Sales Agent, the Company and the Sales Agent will contribute to the total losses, claims, liabilities, expenses and damages (including
any investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action,
suit or proceeding or any claim asserted, but after deducting any contribution received by the Company from persons other than the Sales
Agent, such as persons who control the Company within the meaning of the Securities Act, officers of the Company who signed the Registration
Statement and directors of the Company, who also may be liable for contribution) to which the Company and the Sales Agent may be subject
in such proportion as shall be appropriate to reflect the relative benefits received by the Company on the one hand and the Sales Agent
on the other. The relative benefits received by the Company on the one hand and the Sales Agent on the other hand shall be deemed to be
in the same proportion as the total Net Proceeds from the sale of the Placement Shares received by the Company bear to the total compensation
received by the Sales Agent from the sale of Placement Shares on behalf of the Company. If, but only if, the allocation provided by the
foregoing sentence is not permitted by applicable law, the allocation of contribution shall be made in such proportion as is appropriate
to reflect not only the relative benefits referred to in the foregoing sentence but also the relative fault of the Company, on the one
hand, and the Sales Agent, on the other, with respect to the statements or omission that resulted in such loss, claim, liability, expense
or damage, or action in respect thereof, as well as any other relevant equitable considerations with respect to such offering. Such relative
fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission
or alleged omission to state a material fact relates to information supplied by the Company or the Sales Agent, the intent of the parties
and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and
the Sales Agent agree that it would not be just and equitable if contributions pursuant to this Section 9(d) were to
be determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations
referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, liability, expense, or damage,
or action in respect thereof, referred to above in this Section 9(d) shall be deemed to include, for the purpose of this
Section 9(d), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or
defending any such action or claim to the extent consistent with Section 9(c) hereof. Notwithstanding the foregoing provisions
of this Section 9(d), the Sales Agent shall not be required to contribute any amount in excess of the commissions received
by it under this Agreement and no person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) will be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes
of this Section 9(d), any person who controls a party to this Agreement within the meaning of the Securities Act will have
the same rights to contribution as that party (and any officers, directors, members, partners, employees or agents of the Sales Agent
and each broker dealer affiliate of the Sales Agent will have the same rights to contribution as the Sales Agent), and each officer of
the Company who signed the Registration Statement and each director of the Company will have the same rights to contribution as the Company,
subject in each case to the provisions hereof. Any party entitled to contribution, promptly after receipt of notice of commencement of
any action against such party in respect of which a claim for contribution may be made under this Section 9(d), will notify
any such party or parties from whom contribution may be sought, but the omission to so notify will not relieve that party or parties from
whom contribution may be sought from any other obligation it or they may have under this Section 9(d) except to the extent
that the failure to so notify such other party materially prejudiced the substantive rights or defenses of the party from whom contribution
is sought. Except for a settlement entered into pursuant to the last sentence of Section 9(c) hereof, no party will be
liable for contribution with respect to any action or claim settled without its written consent if such consent is required pursuant to
Section 9(c) hereof.
10. Representations
and Agreements to Survive Delivery. The indemnity and contribution agreements contained in Section 9 of this Agreement
and all representations and warranties of the Company herein or in certificates delivered pursuant hereto shall survive, as of their respective
dates, regardless of (i) any investigation made by or on behalf of the Sales Agent, any controlling person of the Sales Agent, or
the Company (or any of their respective officers, directors, members or controlling persons), (ii) delivery and acceptance of the
Placement Shares and payment therefor or (iii) any termination of this Agreement.
11. Termination.
(a) The
Sales Agent shall have the right by giving notice as hereinafter specified at any time to terminate this Agreement if (i) any Material
Adverse Change, or any development that could reasonably be expected to result in a Material Adverse Change has occurred that, in the
reasonable judgment of the Sales Agent, may materially impair the ability of the Sales Agent to sell the Placement Shares hereunder, (ii) the
Company shall have failed, refused or been unable to perform any agreement on its part to be performed hereunder; provided, however,
in the case of any failure of the Company to deliver (or cause another person to deliver) any certification, opinion, or letter required
under Sections 7(m), 7(n), or 7(o), the Sales Agent’s right to terminate shall not arise unless such failure
to deliver (or cause to be delivered) continues for more than thirty (30) days from the date such delivery was required, (iii) any
other condition of the Sales Agent’s obligations hereunder is not fulfilled, or (iv) any suspension or limitation of trading
in the Placement Shares or in securities generally on the Exchange shall have occurred (including automatic halt in trading pursuant to
market-decline triggers, other than those in which solely program trading is temporarily halted), or a major disruption of securities
settlements or clearing services in the United States shall have occurred, or minimum prices for trading have been fixed on the Exchange.
Any such termination shall be without liability of any party to any other party except that the provisions of Section 7(g) (Expenses),
Section 9 (Indemnification and Contribution), Section 10 (Representations and Agreements to Survive Delivery),
Section 11(f), Section 16 (Applicable Law; Consent to Jurisdiction) and Section 17 (Waiver of Jury
Trial) hereof shall remain in full force and effect notwithstanding such termination. If the Sales Agent elects to terminate this Agreement
as provided in this Section 11(a), the Sales Agent shall provide the required notice as specified in Section 12
(Notices).
(b) The
Company shall have the right, by giving five (5) days’ notice as hereinafter specified in Section 12, to terminate
this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of
any party to any other party except that the provisions of Section 7(g), Section 9, Section 10, Section 11(f),
Section 16 and Section 17 hereof shall remain in full force and effect notwithstanding such termination.
(c) The
Sales Agent shall have the right, by giving five (5) days’ notice as hereinafter specified in Section 12, to terminate
this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of
any party to any other party except that the provisions of Section 7(g), Section 9, Section 10, Section 11(f),
Section 16 and Section 17 hereof shall remain in full force and effect notwithstanding such termination.
(d) Unless
earlier terminated pursuant to this Section 11, this Agreement shall automatically terminate upon the earlier to occur of
(i) issuance and sale of all of the Placement Shares to or through the Sales Agent on the terms and subject to the conditions set
forth herein and (ii) the expiration of the Registration Statement on the third (3rd) anniversary of the initial effective
date of the Registration Statement pursuant to Rule 415(a)(5) under the Securities Act; provided that the provisions
of Section 7(g), Section 9, Section 10, Section 11(f), Section 16 and Section 17
hereof shall remain in full force and effect notwithstanding such termination.
(e) This
Agreement shall remain in full force and effect unless terminated pursuant to Sections 11(a), (b), (c) or (d) above
or otherwise by mutual agreement of the parties; provided, however, that any such termination by mutual agreement shall
in all cases be deemed to provide that Section 7(g), Section 9, Section 10, Section 11(f),
Section 16 and Section 17 shall remain in full force and effect.
(f) Any
termination of this Agreement shall be effective on the date specified in such notice of termination; provided, however,
that such termination shall not be effective until the close of business on the date of receipt of such notice by the Sales Agent or the
Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of Placement Shares, such termination
shall not become effective until the close of business on such Settlement Date and such Placement Shares shall settle in accordance with
the provisions of this Agreement.
12. Notices.
All notices or other communications required or permitted to be given by any party to any other party pursuant to the terms of this Agreement
shall be in writing, unless otherwise specified, and if sent to the Sales Agent, shall be delivered to:
A.G.P./Alliance Global Partners
590 Madison Avenue, 28th Floor
New York, NY 10022
Attention: Thomas J. Higgins
Email:
with a copy (which shall not constitute notice)
to:
Thompson Hine LLP
300 Madison Avenue, 27th
Floor
New York, NY 10017
Attention: Faith L. Charles
Email:
and if to the Company, shall be delivered to:
DarioHealth Corp.
322 W 57th St, #33B
New York, NY 10019
Attention: Chen Franco-Yehuda
Email:
with a copy (which shall not constitute notice)
to:
Sullivan & Worcester
LLP
1251 Avenue of the Americas,
19th Floor
New York, NY 10020
Attention: Oded
Har-Even
Email:
Each party may change such
address for notices by sending to the other party to this Agreement written notice of a new address for such purpose. Each such notice
or other communication shall be deemed given (i) when delivered personally on or before 4:30 p.m., New York City time, on a Business
Day or, if such day is not a Business Day, on the next succeeding Business Day, (ii) on the next Business Day after timely delivery
to a nationally-recognized overnight courier and (iii) on the Business Day actually received if deposited in the U.S. mail (certified
or registered mail, return receipt requested, postage prepaid). For purposes of this Agreement, “Business Day”
shall mean any day on which the Exchange and commercial banks in the City of New York are open for business.
An electronic communication
(“Electronic Notice”) shall be deemed written notice for purposes of this Section 12 if sent to
the electronic mail address specified by the receiving party under separate cover. Electronic Notice shall be deemed received at the time
the party sending Electronic Notice receives confirmation of receipt by the receiving party (other than pursuant to auto-reply). Any party
receiving Electronic Notice may request and shall be entitled to receive the notice on paper, in a nonelectronic form (“Nonelectronic
Notice”) which shall be sent to the requesting party within ten (10) days of receipt of the written request for Nonelectronic
Notice.
13. Successors
and Assigns. This Agreement shall inure to the benefit of and be binding upon the Company and the Sales Agent and their respective
successors and permitted assigns and, as to Sections 5(b) and 9, the other indemnified parties specified therein. References
to any of the parties contained in this Agreement shall be deemed to include the successors and permitted assigns of such party. Nothing
in this Agreement, express or implied, is intended to confer upon any other person any rights, remedies, obligations or liabilities under
or by reason of this Agreement, except as expressly provided in this Agreement. Neither party may assign its rights or obligations under
this Agreement without the prior written consent of the other party; provided, however, that the Sales Agent may assign
its rights and obligations hereunder to an affiliate of the Sales Agent without obtaining the Company’s consent.
14. Adjustments
for Stock Splits. The parties acknowledge and agree that all share-related numbers contained in this Agreement shall be adjusted to
take into account any stock split, stock dividend or similar event effected with respect to the Common Stock.
15. Entire
Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued
pursuant hereto) and any other writing entered into by the parties relating to this Agreement constitutes the entire agreement and supersedes
all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject
matter hereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company
and the Sales Agent. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance,
is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force
and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein
shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that
giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties
as reflected in this Agreement.
16. Applicable
Law; Consent to Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State
of New York, without regard to the principles of conflicts of laws. Each party hereby irrevocably submits to the non-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 with any transaction contemplated hereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or
proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is
brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives
personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof (certified
or registered mail, return receipt requested) to such party at the address in effect for notices to it under this Agreement and agrees
that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted by law.
17. Waiver
of Jury Trial. The Company and the Sales Agent each hereby irrevocably waives any right it may have to a trial by jury in respect
of any claim based upon or arising out of this Agreement or any transaction contemplated hereby.
18. Absence
of Fiduciary Relationship. The Company acknowledges and agrees that:
(a) the
Sales Agent is acting solely as agent in connection with the sale of the Placement Shares contemplated by this Agreement and the process
leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders
(or other equity holders), creditors or employees or any other party, on the one hand, and the Sales Agent, on the other hand, has been
or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Sales Agent has advised
or is advising the Company on other matters, and the Sales Agent has no obligation to the Company with respect to the transactions contemplated
by this Agreement, except the obligations expressly set forth in this Agreement;
(b) the
Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated
by this Agreement;
(c) the
Sales Agent has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement,
and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate;
(d) the
Company has been advised and is aware that the Sales Agent and its affiliates are engaged in a broad range of transactions which may involve
interests that differ from those of the Company and that the Sales Agent has no obligation to disclose such interests and transactions
to the Company by virtue of any fiduciary, advisory or agency relationship; and
(e) the
Company waives, to the fullest extent permitted by law, any claims it may have against the Sales Agent, for breach of fiduciary duty or
alleged breach of fiduciary duty and agrees that the Sales Agent shall have no liability (whether direct or indirect, in contract, tort
or otherwise) to the Company in respect of such a fiduciary claim or to any person asserting a fiduciary duty claim on behalf of or in
right of the Company, including stockholders, partners, employees or creditors of the Company.
19. Use
of Information. The Sales Agent shall not provide any information gained in connection with this Agreement and the transactions contemplated
by this Agreement, including due diligence, to any third party other than its legal counsel advising it on this Agreement unless expressly
approved by the Company in writing.
20. Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Delivery of an executed Agreement by one party to the other may be made by facsimile, email or
other means of electronic transmission.
21. Effect
of Headings; Knowledge of the Company. The section and Exhibit headings herein are for convenience only and shall not affect
the construction hereof. All references in this Agreement to the “knowledge of the Company” or the “Company’s
knowledge” or similar qualifiers shall mean the actual knowledge of the directors and officers of the Company, after due inquiry.
22. Definitions.
As used in this Agreement, the following term has the meaning set forth below:
(a) “Applicable
Time” means the date of this Agreement, each Representation Date, each date on which a Placement Notice is given, each Point
of Sale, and each Settlement Date.
[Remainder of Page Intentionally Blank]
If the foregoing correctly
sets forth the understanding between the Company and the Sales Agent, please so indicate in the space provided below for that purpose,
whereupon this letter shall constitute a binding agreement between the Company and the Sales Agent.
Very truly yours,
DARIOHEALTH CORP.
By:
/s/ Erez Raphael
Name: Erez Raphael
Title: Chief Executive Officer
By:
/s/ Chen Franco-Yehuda
Name: Chen Franco-Yehuda
Title: Chief Financial Officer
ACCEPTED as of the date first-above written:
A.G.P./ALLIANCE GLOBAL PARTNERS
By:
/s/ Tom Higgins
Name: Tom Higgins
Title: Managing Director
SCHEDULE 1
Form of Placement Notice
From:
DarioHealth Corp.
To:
A.G.P./Alliance Global Partners
Attention: [●]
Subject:
Placement Notice
Date:
[●], 20[●]
Ladies and Gentlemen:
Pursuant to the terms
and subject to the conditions contained in the Sales Agreement (the “Sales Agreement”) between DarioHealth
Corp., (the “Company”), and A.G.P./Alliance Global Partners (the “Sales Agent”),
dated March 30, 2026, the Company hereby requests that the Sales Agent sell up to [●] of the Company’s Common Stock, par
value $0.0001 per share (the “Placement Shares”), at a minimum market price of $[●] per share,
during the time period beginning [month, day, time] and ending [month, day, time] [and with no more than [●] Placement Shares
sold in any one Trading Day].
The Company also hereby authorizes
the Agent to sell Placement Shares during Pre- & Post-Market Trading under the parameters listed above or as may be communicated
from time to time:
___ Yes
___ No
[The Company may include such
other sale parameters as it deems appropriate.]
Capitalized terms used and
not defined herein shall have the respective meanings assigned to them in the Sales Agreement.
SCHEDULE 2
Notice Parties
THE COMPANY
[•]
THE SALES AGENT
Alex Yelensky
With copies to:
SCHEDULE 3
Compensation
The Company shall pay to the Sales Agent in cash,
upon each sale of Placement Shares through the Sales Agent pursuant to this Agreement, an amount equal to 3.0% of the aggregate gross
proceeds from each sale of Placement Shares.*
* The foregoing rate of compensation shall not
apply when the Sales Agent purchases Placement Shares on a principal basis, in which case the Company may sell the Placement Shares to
the Sales Agent as principal at a price to be mutually agreed upon by the Company and the Sales Agent at the relevant Point of Sale pursuant
to the applicable Placement Notice (it being hereby acknowledged and agreed that the Sales Agent shall be under no obligation to purchase
Placement Shares on a principal basis pursuant to the Sales Agreement, except as otherwise agreed by the Sales Agent and the Company in
writing and expressly set forth in a Placement Notice).
Exhibit 7(m)
OFFICER CERTIFICATE
The undersigned, the
duly qualified and appointed _____________________ of DarioHealth Corp., (the “Company”), does hereby
certify in such capacity and on behalf of the Company, pursuant to Section 7(m) of the Sales Agreement, dated March
30, 2026 (the “Sales Agreement”), between the Company and A.G.P./Alliance Global Partners, that:
(i)
the representations and warranties of the Company in Section 6 of the Sales Agreement (A) to the extent such representations and warranties are subject to qualifications and exceptions contained therein relating to materiality or Material Adverse Change, are true and correct on and as of the date hereof with the same force and effect as if expressly made on and as of the date hereof, except for those representations and warranties that speak solely as of a specific date and which were true and correct as of such date, and (B) to the extent such representations and warranties are not subject to any qualifications or exceptions, are true and correct in all material respects as of the date hereof as if made on and as of the date hereof with the same force and effect as if expressly made on and as of the date hereof except for those representations and warranties that speak solely as of a specific date and which were true and correct as of such date; and;
(ii)
the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to the Sales Agreement at or prior to the date hereof;
(iii)
as of the date hereof, (i) the Registration Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, (ii) the Prospectus does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (iii) no event has occurred as a result of which it is necessary to amend or supplement the Registration Statement or the Prospectus in order to make the statements therein not untrue or misleading for clauses (i) and (ii) above, respectively, to be true and correct;
(iv)
there has been no Material Adverse Change since the date as of which information is given in the Prospectus, as amended or supplemented;
(v)
the Company will not be in possession of any material non-public information at the time of delivery of any Placement Notice and/or as long as such Placement Notice is effective; and
(vi)
the aggregate offering price of the Placement Shares that may be issued and sold pursuant to the Sales Agreement and the maximum number or amount of Placement Shares that may be sold pursuant to the Sales Agreement have been duly authorized by the Company’s board of directors or a duly authorized committee thereof.
Terms used herein and not defined herein have
the meanings ascribed to them in the Sales Agreement.
Dated:
By:
Name:
Title:
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Mar. 30, 2026
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