Form 8-K

8-K — MILESTONE SCIENTIFIC INC.

Accession: 0001493152-26-018231

Filed: 2026-04-21

Period: 2026-04-20

CIK: 0000855683

SIC: 3842 (ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-4.1 (ex4-1.htm)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

EX-10.3 (ex10-3.htm)

EX-10.4 (ex10-4.htm)

EX-10.5 (ex10-5.htm)

EX-99.1 (ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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0000855683

2026-04-20

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): April 20, 2026

Milestone

Scientific Inc.

(Exact

name of registrant as specified in its charter)

Delaware

001-14053

13-3545623

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

425 Eagle Rock Road, Ste 403,

Roseland,

New Jersey

07068

(Address of principal executive offices)

(Zip Code)

Registrant’s

telephone number, including area code (973) 535-2717

N/A

(Former

name or former address, if changed since last report.)

Check

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

any of the following provisions:

☐

Written

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

☐

Soliciting

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

☐

Pre-commencement

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

☐

Pre-commencement

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

Securities registered pursuant to Section 12(b)

of the Act:

Title

of each class

Trading

Symbol(s)

Name

on exchange on which registered

Common

Stock

MLSS

NYSE

American

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

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

Emerging

growth company ☐

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

April 20, 2026, Milestone Scientific Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase

Agreement”) with the purchasers named therein (the “Purchasers”), for the private placement (the “Private Placement”)

of an aggregate of 7,962,963 units (the “Units”), with each Unit consisting of (i) one share of the Company’s common

stock, par value $0.001 per share (the “Common Stock”), and (ii) one warrant to purchase one share of Common Stock (each,

a “Warrant”). The purchase price paid by the Purchasers for each Unit is $0.27 (the “Per Unit Purchase Price”).

Certain directors and officers participated in the Private Placement, purchasing an aggregate of $150,000 of Units for cash and converting

into Units a total of $351,000 in respect of Convertible Bridge Notes (defined below) evidencing loans they made to the Company in 2025,

in each case at the same price and (except for such conversion of loans) on the same terms as all other securities offered in the Private

Placement.

Each

Warrant has an exercise price equal to 125% of the Per Unit Purchase Price per share, or $0.3375 per warrant share, and will be

exercisable prior to the third anniversary of the closing for cash only.

The

gross proceeds for the Private Placement were $2,150,000 (comprised of $1,799,000 in cash and $351,000 in respect of the conversion of

a portion of the Convertible Bridge Notes), before deducting fees and expenses, and up to an additional $2,687,500 in gross proceeds

if the Warrants are fully exercised. The Private Placement closed on April 20, 2026. The Private Placement has been conducted in accordance

with applicable NYSE American rules.

The

Company expects to use the net proceeds from the Private Placement for general working capital purposes and payment of past due accounts

payable. The securities were offered directly by the Company without a placement agent, and therefore no placement or underwriting discounts,

commissions or other fees have been or will be paid.

Pursuant

to a registration rights agreement entered into with the Purchasers on April 20, 2026 (the “Registration Rights Agreement”),

the Company agreed to use its commercially reasonable efforts to cause a registration statement to be filed with the U.S. Securities

and Exchange Commission (the “SEC”) on or prior to the 45th calendar day after the closing under the Purchase Agreement (subject

to certain exceptions) for purposes of registering the resale of the shares of Common Stock and the shares of Common Stock issuable upon

exercise of the Warrants, to use its commercially reasonable efforts to have such registration statement declared effective within the

time period set forth in the Registration Rights Agreement, and to use its commercially reasonable efforts to keep such registration

statement effective for the duration specified in the Registration Rights Agreement.

connection with the Private Placement, certain directors, officers and stockholders entered into lock-up agreements restricting transfers

of the Company’s securities for twelve (12) months, subject to certain exceptions.

previously disclosed in the Form 10-K filed by the Company on April 15, 2025 (the “2024 10-K”), on April 9, 2025, the Company

issued a series of promissory notes (the “Convertible Bridge Notes”) in the aggregate amount of $800,000 to Mr. Neal Goldman,

Ms. Benedetta Casamento, and Dr. Didier Demesmin, each of whom is a director of the Company. The Convertible Bridge Notes are due April

9, 2028, and bear interest at the annual rate of prime less 2.50% (but not less than zero), payable annually. All principal and interest

is payable in cash and/or shares of Common Stock at the sole discretion of the Company. The notes are convertible into shares of Common

Stock by the holder at any time and by the Company at maturity. If the Company sells equity securities in an equity financing for gross

proceeds in excess of $4,000,000, the holders may request repayment of their notes in either cash, shares of Common Stock or a combination

of cash and shares; provided, that the holders would then be entitled to receive only so much cash as the net proceeds to the Company

in such sale of equity securities, after payment of other indebtedness and other uses (other than working capital) specified as a use

of the proceeds in the relevant offering or disclosure documentation, shall be in excess of the Company’s needs. The conversion

rate for any issuance of shares of Common Stock is at the then fair value of a share of Common Stock, but not less than $0.50. The notes

are unsecured and have typical default terms.

connection with approval of the Private Placement, and pursuant to Section 144 of the Delaware General Corporation Law (the “DGCL”),

on April 13, 2026 an independent committee of the Board of Directors appointed in accordance with Section 144 of the DGCL, approved an

amendment of the Convertible Bridge Notes, solely to the extent necessary and solely with respect to the portion thereof to be applied

as consideration in the Private Placement, to permit the conversion and application of a portion thereof as purchase price for the securities

of the Company in the Private Placement, including the amendment of the $0.50 conversion floor therein to $0.27, at the same price and

on the same other terms as third party investors in the Private Placement, provided that, in order for the Company to be in compliance

with the NYSE American’s 20% Rule, the amount of Convertible Bridge Notes converted was limited as necessary to comply with applicable

NYSE American shareholder approval requirements, after the Company first accepts cash consideration in the Private Placement. The unconverted

portion of the Convertible Bridge Notes were amended and restated with the $0.50 pre-existing conversion floor but to reflect that the

$4,000,000 conversion threshold can be reached on a cumulative basis, including the Private Placement, rather than a single equity financing.

The

Private Placement is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”)

pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act

and Rule 506(b) of Regulation D promulgated thereunder and in reliance on similar exemptions under applicable state laws. The Purchasers

represented in the Purchase Agreement and Investor Questionnaire included in the Omnibus Signature Page that they were accredited investors

and not subject to “bad actor” disqualification within the meaning of rules promulgated under the Securities Act and were

acquiring the securities for investment only and with no present intention of distributing any of such securities or any arrangement

or understanding regarding the distribution thereof. The securities were offered without any general solicitation by the Company or its

representatives.

The

foregoing descriptions of the Purchase Agreement, the Registration Rights Agreement, Lock-Up Agreement, Amended and Restated Bridge Note,

Omnibus Signature Page and Warrant do not purport to be complete and are qualified in their entirety by reference to the forms thereof

filed as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3, Exhibit 10.4, Exhibit 10.5 and Exhibit 4.1, respectively, to this Current Report on

Form 8-K and incorporated herein by reference.

Item

3.02 Unregistered Sales of Equity Securities

The

disclosures set forth in Item 1.01 above are incorporated by reference into this Item 3.02.

Item

9.01 — Financial Statements and Exhibits

(d)

Exhibits.

Exhibit

No.

Description

4.1

Form of Warrant

10.1

Form of Securities Purchase Agreement, dated April 20, 2026

10.2

Form of Registration Rights Agreement, dated April 20, 2026

10.3

Form of Lock-up Agreement for directors, officers, and certain stockholders

10.4

Form of Amended and Restated Bridge Note, dated April 20, 2026

10.5

Form of Omnibus Signature Page to Securities Purchase Agreement

99.1

Press Release, dated April 21, 2026

104

Cover

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

SIGNATURES

Pursuant

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

the undersigned hereunto duly authorized.

MILESTONE

SCIENTIFIC INC.

Dated:

April 21, 2026

By:

/s/ Eric

Hines

Eric

Hines

Chief

Executive Officer

EX-4.1

Filename: ex4-1.htm · Sequence: 2

Exhibit

4.1

NEITHER

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

OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED

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

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

OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE

OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

MILESTONE

SCIENTIFIC INC.

COMMON

STOCK PURCHASE WARRANT

Warrant

Shares: [ ]

Initial

Exercise Date: [●], 20261

Warrant

No. [______]

Issue

Date: [●], 2026

THIS

COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, [

] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and

the conditions hereinafter set forth, at any time on or after the initial exercise date of this Warrant identified above (the “Initial

Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [●]2, 2029 (the “Termination

Date”) but not thereafter, to subscribe for and purchase from Milestone Scientific Inc., a Delaware corporation (the “Company”),

up to [●] shares (as subject to adjustment hereunder, the “Warrant Shares”) of common stock of the Company,

par value $0.001 per share (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant

shall be equal to the Exercise Price, as defined in Section 2(b).

This

Warrant is one of an issue of the Company’s Common Stock Purchase Warrants (this Warrant and the other Warrants of such issue,

the “Warrants”, each such term to include all Warrants issued in substitution therefor) identical in all respects,

except as to the date thereof and the number of shares of Common Stock purchasable thereunder, originally issued pursuant to the Purchase

Agreement referred to below, and representing upon original issue thereof rights to purchase at least [●] shares and up to [●]3

shares of Common Stock, subject to adjustment as hereinafter provided.

Section

1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities

Purchase Agreement (the “Purchase Agreement”), dated ___________4, 2026 among the Company and the purchasers

signatory thereto, as amended, modified or supplemented from time to time in accordance with its terms.

Initial Exercise Date to be six (6) months after issuance.

Termination Date to be three (3) years after the Initial Closing Date.

These number of shares will reflect the minimum and maximum offering amounts, based on the Per Unit Purchase Price (as defined in the

Purchase Agreement).

This Agreement will reflect the Closing Date; not to be completed by Purchaser.

Section

2. Exercise.

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

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

copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form attached hereto as Annex A (the “Notice

of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement

Period (as defined in Section 2(c)(i) herein following the date of exercise as aforesaid, the Holder shall deliver the aggregate

Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn

on a United States bank. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee

or notarization) of any Notice of Exercise be required. The Company shall have no obligation to inquire with respect to or otherwise

confirm the authenticity of the signature(s) contained on any Notice of Exercise nor the authority of the person so executing such Notice

of Exercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to

the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full,

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

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

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

hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records

showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice

of Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge

and agree that, by reason of the provisions of this Warrant, following the purchase of a portion of the Warrant Shares hereunder, the

number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise Price. The exercise price per share of Common Stock under this Warrant shall be $[●]5, payable

in cash, subject to adjustment hereunder (the “Exercise Price”).

Mechanics of Exercise.

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

the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository

Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company’s transfer agent

is then a participant in such system and either (A) there is an effective registration statement registering the issuance of the Warrant

Shares to or resale of the Warrant Shares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume

or manner-of-sale limitations pursuant to Rule 144 (without cashless exercise of the Warrants), and otherwise by physical delivery of

a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant

Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by

the date that is the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading

Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement

Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”);

provided, that the Company shall not be obligated to deliver the Warrant Shares hereunder until the Company has received the aggregate

Exercise Price on or before the Warrant Share Delivery Date. Upon delivery of the Notice of Exercise, the Holder shall be deemed for

all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised,

irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price is received within

the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery

of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise

by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each

$1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise),

$10 per Trading Day (increasing to $20 per Trading Day on the third Trading Day after the Warrant Share Delivery Date) for each Trading

Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees

to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As

used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days,

on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of

Exercise.

The Exercise Price will be 125% of the Per Unit Purchase Price.

ii.

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

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

evidencing the rights of the Holder to purchase the unpurchased Warrant Shares remaining available under this Warrant, which new Warrant

shall in all other respects be identical with this Warrant.

iii.

Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section

2(c)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise by delivering written notice

to the Company at any time prior to the delivery of such Warrant Shares (in which case any liquidated damages payable under Section

2(c)(i) shall no longer be payable).

iv.

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

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

of Section 2(c)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date (other than any such failure that

is solely due to any action or inaction by the Holder with respect to such exercise), and if after such date the Holder is required by

its broker to purchase (in an open market transaction or otherwise), and if after such date the Holder is required by its broker to purchase

(in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver

in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”),

then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including

reasonable and customary brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by

multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at

issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the

Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in

which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been

issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common

Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of this Warrant to purchase shares

of Common Stock with an aggregate actual sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately

preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating

the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. For

the avoidance of doubt, any payment of the Buy-In with respect to Warrant Shares hereunder shall be instead of, and not in addition to,

payment of the “Buy-in- Price” with respect to such Warrant Shares under the Purchase Agreement. Nothing herein shall limit

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

of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock

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

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

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

shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied

by the Exercise Price or round up to the next whole share.

vi.

Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax

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

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

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

surrendered for exercise shall be accompanied by the Assignment Form attached hereto as Annex B duly executed by the Holder and

the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository

Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of

the Warrant Shares.

vii.

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

of this Warrant, pursuant to the terms hereof.

Holder’s Exercise Limitations.

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

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

exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons

acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”),

would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the

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

of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude

the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant

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

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

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

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

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

it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section

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

the calculations required under this Section 2(d). To the extent that the limitation contained in this Section 2(d) applies,

the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates

and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission

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

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

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

of such determination and shall have no liability for any error made by the Holder or any other Person. In addition, a determination

as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the

rules and regulations promulgated thereunder and the Company shall have no obligation to verify or confirm the accuracy of such determination.

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

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

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

Agent setting forth the number of shares of Common Stock outstanding. Upon the written request of a Holder, the Company shall within

one (1) Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the

number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the

Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding

shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares

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

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

2(d), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding

immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions

of this Section 2(d) shall continue to apply. Any increase (or decrease in the Beneficial Ownership Limitation from a percentage

amount equal to or above 5%) will not be effective until the 61st day after such notice is delivered to the Company.

ii.

Trading Market Regulation. Holder agrees and acknowledges that it shall not take any action to exercise this Warrant, and the

Company shall not issue any Warrant Shares upon exercise or otherwise pursuant to the terms of this Warrant, if the issuance of such

shares of Common Stock upon exercise of this Warrant would exceed the aggregate number of shares of Common Stock which the Company may

issue (i) pursuant to the terms of the Purchase Agreement and (ii) upon exercise of all of the Warrants, without breaching the Company’s

obligations under the rules or regulations of the Trading Market (the number of shares which may be issued without violating such rules

and regulations, the “Exchange Cap”), except that such limitation shall not apply in the event that the Company obtains

the approval of its stockholders as required by the applicable rules of the Trading Market for issuances of shares of Common Stock upon

exercise of the Warrants in excess of such amount. Until such approval is obtained, neither Holder nor any other Purchaser shall be issued

in the aggregate, upon exercise of any Warrants, shares of Common Stock in an amount greater than the product of (i) the Exchange Cap

multiplied by (ii) the quotient of (1) the Subscription Amount of such Purchaser divided by (2) the aggregate Subscription Amount of

all Purchasers (with respect to each Purchaser, the “Exchange Cap Allocation”). In the event that any Purchaser shall

sell or otherwise transfer any of such Purchaser’s Warrants, the transferee shall be allocated a pro rata portion of such Purchaser’s

Exchange Cap Allocation with respect to such portion of such Warrants so transferred, and the restrictions of the prior sentence shall

apply to such transferee with respect to the portion of the Exchange Cap Allocation so allocated to such transferee. Holder acknowledges

that it is not the intent of the Company to obtain stockholder consent to the issuance of its shares in excess of the Exchange Cap.

iii.

Beneficial Ownership Limitation; Successor Applicability. The provisions of this Section 2(d) shall be construed and implemented

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

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

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

2(d) shall apply to a successor holder of this Warrant.

Redemption Right.

Beginning on the one-year anniversary of the Initial Exercise Date, this Warrant may be redeemed at the option of the Company, in whole

or in part, by giving not less than 30 days’ prior notice as provided in Section 5(h), which notice may not be given before,

but may be given at any time after the date on which (i) the closing price of the Company’s common stock on the Company’s

primary Trading Market has equaled or exceeded $[●]6 for ten (10) consecutive Trading Days and (ii) the daily trading

volume of the Common Stock on the Company’s primary Trading Market has exceeded 100,000 shares on each of such ten (10) Trading

Days referred to in Section 5(f)(i).

ii.

The price at which this Warrant may be redeemed (the “Redemption Price”) is $0.015 per Warrant Share. On and after

the date upon which such Warrant is redeemed by the Company (the “Redemption Date”), the Holder of a redeemed Warrant

shall be entitled to payment of the Redemption Price upon surrender of the Warrant to the Company.

iii.

Notice of redemption of this Warrant shall be given at least 30 days’ prior to the Redemption Date by the Company (i) notifying

the Holders of such redemption via publication of a press release and (ii) taking such other steps as may be required under applicable

law.

iv.

From and after the Redemption Date, any Warrant Shares noticed for redemption that have not theretofore been exercised by the Holder

shall, upon payment of the aggregate Redemption Price therefor, cease to represent the right to purchase any shares of Common Stock and

shall be deemed cancelled and void and of no further force or effect without any further act or deed on the part of the Company.

By acceptance of this Warrant, the Holder undertakes to return the certificate representing any redeemed Warrant to the Company upon

their redemption and to indemnify the Company with respect to any losses, claims, damages or liabilities arising from the Holder’s

failure to return such certificate. In the event the certificate so returned represents a number of Warrant Shares in excess of the number

being redeemed, the Company shall as promptly as practicable issue to the Holder a new certificate in book-entry form for the number

of unredeemed Warrant Shares.

6 Stock

price threshold to be able to send a notice of redemption to equal 2.5 times the Exercise Price.

Section

3. Certain Adjustments.

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

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

of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this

Warrant or any of the other Warrants), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines

(including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification

of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by

a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately

before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event,

and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price

of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after

the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately

after the effective date in the case of a subdivision, combination or re-classification.

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time while this Warrant

is outstanding the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or

other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then

the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder

could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without

regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the

date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as

of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights, less

the Exercise Price; provided, however, that, to the extent that the Holder’s right to participate in

any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation or such Holder’s Exchange Cap

Allocation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such

shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance

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

or Exchange Cap Allocation).

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

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

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

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

at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution

to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable

upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial

Ownership Limitation or Exchange Cap Allocation) immediately before the date of which a record is taken for such Distribution, or, if

no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation

in such Distribution (provided, however, that, to the extent that the Holder’s right to participate in any such Distribution would

result in the Holder exceeding the Beneficial Ownership Limitation or Exchange Cap Allocation, then the Holder shall not be entitled

to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such

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

time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation or Exchange Cap Allocation).

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

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

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

its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer

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

their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding shares of

Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization

or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted

into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions

consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization,

spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires securities

representing more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person

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

agreement or other business combination) (each, other than (x) any stock split or reverse stock split, (y) any transaction effected solely

for the purpose of changing the name or jurisdiction of incorporation of the Company or a holding company for the Company, or (z) any

holding company reorganization or parent-subsidiary merger not requiring stockholder approval pursuant to Sections 251(g) or 253 of the

Delaware General Corporation Law (or any successor provisions thereof), a “Fundamental Transaction”), then, upon any

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

upon such exercise immediately prior to the occurrence of such Fundamental Transaction (without regard to any limitation in Section

2(d) on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of the Company,

if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as

a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately

prior to such Fundamental Transaction (without regard to any limitation in Section 2(d) on the exercise of this Warrant), less

the Exercise Price. For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply

to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such

Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner

reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice

as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as

to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. The Company shall

cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”)

to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documents in accordance with

the provisions of this Section 3(d) pursuant to written agreements in form and substance reasonably satisfactory to the holders

of Warrants representing at least a majority of the shares of Common Stock underlying the Warrants then outstanding (the “Required

Holders”) and approved by the Required Holders (without unreasonable delay) prior to such Fundamental Transaction and shall

deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially

similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor

Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without

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

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

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

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

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

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

of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity),

and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant and the

other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein.

Subsequent Equity Sales. If the Company or any subsidiary thereof, as applicable, at any time while this Warrant is outstanding,

shall sell, enter into an agreement to sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose

of or issue any Common Stock or Common Stock Equivalents, at an Effective Price per share less than the Exercise Price then in effect,

in each case other than an Exempt Issuance (such lower price, the “Base Share Price” and such issuances collectively,

a “Dilutive Issuance”) (it being understood and agreed that if the holder of the Common Stock or Common Stock Equivalents

so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange

prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to

receive shares of Common Stock at an Effective Price per share that is less than the Exercise Price, such issuance shall be deemed to

have occurred for less than the Exercise Price on such date of the Dilutive Issuance at such Effective Price), then simultaneously with

the consummation of each Dilutive Issuance the Exercise Price shall be reduced and only reduced to equal the Base Share Price. Simultaneously

with any adjustment to the Exercise Price pursuant to this Section 3(e), the number of Warrant Shares that may be purchased upon

exercise of this Warrant shall be increased proportionately, so that after such adjustment the aggregate Exercise Price payable hereunder

for the adjusted number of Warrant Shares shall be the same as the aggregate Exercise Price in effect immediately prior to such adjustment

(without regard to any limitations on exercise contained herein). Notwithstanding the foregoing, no adjustments shall be made, paid or

issued under this Section 3(e) in respect of an Exempt Issuance or an issuance that is or would be in excess of the Exchange Cap.

The Company shall notify the Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common

Stock or Common Stock Equivalents subject to this Section 3(e), indicating therein the applicable issuance price, or applicable

reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”).

For purposes of clarification, (i) the issuance of Common Stock upon the conversion, exercise or exchange of any Common Stock Equivalents

shall not, by itself, be deemed a Dilutive Issuance to the extent the Exercise Price was adjusted at the time of issuance of such Common

Stock Equivalents based on the Effective Price thereof, provided that any amendment, repricing or modification of such Common Stock Equivalents

that reduces the Effective Price shall be deemed a Dilutive Issuance as of the date of such amendment, repricing or modification, (ii)

“Effective Price” means, as to any issuance or sale of Common Stock Equivalents, the quotient determined by dividing (A)

the aggregate consideration received or receivable by the Company for the issuance or sale of such Common Stock Equivalents (and any

additional consideration payable upon conversion/exercise/exchange thereof, to the extent determinable) and (iii) whether or not the

Company provides a Dilutive Issuance Notice pursuant to this Section 3(e), upon the occurrence of any Dilutive Issuance, the Holder

is entitled to receive a number of Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately refers

to the Base Share Price in the Notice of Exercise. If the Company enters into a Variable Rate Transaction, the Company shall be deemed

to have issued Common Stock or Common Stock Equivalents at the lowest possible price, conversion price or exercise price at which such

securities may be issued, converted or exercised.

Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share,

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

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

Notice to Holder.

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

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

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

ii.

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

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

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

capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with

any reclassification of the Common Stock, any consolidation or merger to which the Company (and all of its subsidiaries, taken as a whole)

is a party, any sale or transfer of all or substantially all of thr assets of the Company, or any compulsory share exchange whereby the

Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution,

liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by email to the

Holder at its last email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the

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

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

the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y)

the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close,

and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the

Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or

share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the

validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes,

or contains, material, non-public information regarding the Company or any of the subsidiaries, the Company shall simultaneously file

such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during

the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be

expressly set forth herein.

Adjustment By Company. Subject to the rules and regulations of the Trading Market and with the consent of the requisite stockholders,

the Company may at any time during the term of this Warrant reduce the then current Exercise Price to any amount and for any period of

time deemed appropriate by the board of directors of the Company.

Section

4. Transfer of Warrant.

Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d)

hereof and to the provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without

limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of

the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly

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

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

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

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

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

unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three

(3) Trading Days of the date on which the Holder delivers a duly executed Assignment Form to the Company assigning this Warrant in full.

The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without

having a new Warrant issued.

New Warrants. Subject to compliance with applicable securities laws, this Warrant may be divided or combined with other Warrants

upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations

in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a),

as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants

in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or

exchanges shall be dated the original Issue Date and shall be identical with this Warrant except as to the number of Warrant Shares issuable

pursuant thereto.

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

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

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

and for all other purposes, absent actual notice to the contrary.

Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer

of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under

applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public

information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that (A) the Holder

or transferee of this Warrant, as the case may be, provide to the Company an opinion of counsel in form and substance reasonably satisfactory

to the Company to the effect that the transfer of this Warrant does not require registration under the Securities Act, and (B) comply

with the provisions of Section 4.1 of the Purchase Agreement.

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant

and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to

or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities

law, except pursuant to sales registered or exempted under the Securities Act.

Section

5. Miscellaneous.

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

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

as expressly set forth in Section 3. Without limiting any rights of a Holder to receive cash payments pursuant to Section 2(c)(i)

and Section 2(c)(iv) herein, in no event shall the Company be required to net cash settle an exercise of this Warrant.

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

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

and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant,

shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the

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

or stock certificate.

Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required

or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business

Day.

Authorized Shares.

The

Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a

sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant.

The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with

the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take such

reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable

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

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

purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued,

fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other

than taxes in respect of any transfer occurring contemporaneously with such issue).

Except

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

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

of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant,

but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary

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

foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise

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

validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable

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

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

Before

taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the

Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from

any public regulatory body or bodies having jurisdiction thereof.

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

in accordance with the provisions of the Purchase Agreement.

Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, will

have restrictions upon resale imposed by state and federal securities laws.

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

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

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

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

any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred

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

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

be delivered in accordance with the notice provisions of the Purchase Agreement.

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

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

the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company

or by creditors of the Company.

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

be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate

compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to

assert the defense in any action for specific performance that a remedy at law would be adequate.

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

inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns

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

be enforceable by the Holder or holder of Warrant Shares.

Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and

the Holder. Notwithstanding the forgoing, this Warrant may be modified or amended or the provisions hereof waived, in each case, in a

manner that does not impact the material economic terms of the Holder if the Company has obtained the written consent of the Required

Holders, and such modification, amendment or waiver approved by the Required Holders shall apply to all Warrants outstanding and be binding

upon all Holders of such Warrants.

Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid

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

be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining

provisions of this Warrant.

Electronic Signatures. Electronically scanned and transmitted signatures, including by email attachment, shall be deemed originals

for all purposes of this Warrant.

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

a part of this Warrant.

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

(Signature

Page Follows)

WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above

indicated.

MILESTONE

SCIENTIFIC INC.

By:

Eric

Hines,

Chief

Executive Officer

ANNEX

NOTICE

OF EXERCISE

To: _________________

(1)

The undersigned hereby elects to purchase _______________ Warrant Shares of the Company pursuant to the terms of the attached Warrant

(only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes,

if any.

(2)

Payment shall be in lawful money of the United States.

(3)

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

The

Warrant Shares shall be delivered to the following DWAC Account Number:

(4)

Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the

Securities Act of 1933, as amended.

SIGNATURE

OF HOLDER

Name

of Investing Entity:____________________________________________________________________________

Signature

of Authorized Signatory of Investing Entity:______________________________________________________

Name

of Authorized Signatory:________________________________________________________________________

Title

of Authorized Signatory:_________________________________________________________________________

Date: ___________________________________________________________________________________________

ANNEX

ASSIGNMENT

FORM

(To

assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)

FOR

VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

Name:

(Please

Print)

Address:

________________________________________________

Phone

Number: ____________________________________

Address: ____________________________________

Dated:__________________

___, _______

Holder’s

Signature:_________________________________

EX-10.1

Filename: ex10-1.htm · Sequence: 3

Exhibit

10.1

MILESTONE

SCIENTIFIC INC. SECURITIES PURCHASE AGREEMENT

This

Securities Purchase Agreement (this “Agreement”) is dated as of ____________,1 2026, between Milestone

Scientific Inc., a Delaware corporation (the “Company”), and the investors listed on the Schedule of Purchasers attached

hereto as Addendum A (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

WHEREAS,

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

and Rule 506 promulgated thereunder, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly,

desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

WHEREAS,

in connection with this offer and sale of the Securities (as defined below) the Company has entered into an escrow agreement, in the

form attached hereto as Exhibit A (the “Escrow Agreement”), with CSC Delaware Trust Company, as escrow agent,

to hold the Subscription Amount (as defined below), to be released at each Closing to the Company, upon the written consent of the Company.

WHEREAS,

the Company is offering a minimum of $900,000 of Securities (the “Minimum Offering Amount”) and a maximum of approximately

$2,000,000 of Securities but not more than 19.99% of the outstanding shares of the Company (the “Maximum Offering Amount”).

NOW,

THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt

and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

ARTICLE

DEFINITIONS

1.1. Definitions.

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

meanings set forth in this Section 1.1:

“Acquiring

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

“Action”

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

“Affiliate”

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

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

“Board

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

“Business

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

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

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

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

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

are open for use by customers on such day.

This Agreement will reflect the Closing Date; not to be completed by Purchaser.

“Change

of Control” means the sale of substantially all of the assets of the Company or a merger, consolidation or exchange where the

Stockholders of the Company immediately prior to such transaction hold less than thirty-three percent (33%) of the voting power of the

Company or the surviving company immediately following such transaction.

“Closing”

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

“Closing

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

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

obligations to deliver the Securities, in each case, have been satisfied or waived.

“Commission”

means the United States Securities and Exchange Commission.

“Common

Stock” means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such

securities may hereafter be reclassified or changed.

“Common

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

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

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

“Company

Counsel” means Tarter, Krinsky & Drogin LLP, 1350 Broadway, New York, NY 10018.

“Competitor”

means a Person (i) engaged, directly or indirectly (including through any partnership, limited liability company, corporation, joint

venture, or similar arrangement, whether now existing or formed hereafter) in the development, marketing, selling, supplying, or otherwise

providing, or sharing revenue with respect to, any computer-controlled local anesthesia delivery

(product, system or accessory); or (ii) any customer, distributor, or supplier of the Company and any Subsidiary if the Board

of Directors determines that any information shared with such customer, distributor, or supplier would reasonably likely place the Company

or any Subsidiary at a competitive disadvantage with respect to such customer, distributor, or supplier; provided, that a “Competitor”

shall not include any financial investment firm or collective investment vehicle that, together with its Affiliates, holds less than

twenty percent (20%) of the outstanding equity of any Competitor and does not, nor do any of its Affiliates, have a right to designate

any members of the board of directors of any Competitor.

“Disqualification

Event” shall have the meaning ascribed to such term in Section 3.1(pp).

“Disclosure

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

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

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

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

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

“Effective

Date” means the earliest of the date that (a) the initial Registration Statement has been declared effective by the Commission,

(b) all of the Shares and Warrant Shares have been sold pursuant to Rule 144 or may be sold pursuant to Rule 144 without the requirement

for the Company to be in compliance with the current public information required under Rule 144 and without volume or manner-of-sale

restrictions, (c) following the one year anniversary of the Closing Date provided that a holder of Shares or Warrant Shares is not an

Affiliate of the Company, or (d) all of the Shares and Warrant Shares held by non-Affiliates may be sold pursuant to an exemption from

registration under Section 4(a)(1) of the Securities Act without volume or manner-of-sale restrictions.

“Eligible

Investor” shall have the meaning ascribed to such term in Section 4.15(b).

“Equity

Incentive Plans” means the stock option and other equity incentive plans of the Company, including the Proposed Performance

RSU Plan, and all amendments and restatements thereof.

“Escrow

Agent” means CSC Delaware Trust Company, and any successor escrow agent agreed to by the Company.

“Evaluation

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

“Exchange

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

“Exempt

Issuance” means the issuance of (a) securities issued in connection with ATMs and other public offerings, (b) dividends, stock

splits and other distributions, (c) securities issued to banks, equipment lessors or other financial institutions, or to real property

lessors, pursuant to a debt financing, equipment leasing or real property leasing transaction, (d) securities upon the exercise of options

or warrants that are outstanding as of the effective date of the Registration Statement, (e) securities or options to officers, employees,

directors, and consultants of the Company pursuant to any Equity Incentive Plan duly adopted for such purpose, by a majority of the non-employee

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

for services rendered to the Company, (f) securities issued to suppliers or third party service providers in exchange for goods sold

or to be sold or services rendered or to be rendered to the Company, (g) securities issued as acquisition consideration pursuant to the

acquisition of another corporation by the Company by merger, purchase of substantially all of the assets or other reorganization or to

a joint venture agreement or securities issued in connection with sponsored research, collaboration, technology license or acquisition,

development, OEM, marketing or other similar agreements or strategic transactions (provided that such securities are issued as “restricted

securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement

in connection therewith during the prohibition period in Section 4.11(a) herein, but shall not include a transaction in which the Company

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

(h) securities issuable upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable

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

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

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

the term of such securities, (i) securities issued pursuant to any registration statement on Form S-8 with respect to securities to be

issued pursuant to any Equity Incentive Plan described in clause (e), (j) securities issued pursuant to or in connection with

a Listing Issuance.

“FCPA”

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

“FDA”

shall mean the U.S. Food and Drug Administration, or any successor agency thereto.

“FDA

Law” shall mean all laws applicable to the operation of the Company’s business related to the research, investigation,

development, production, marketing, distribution, storage, shipping, transport, advertising, labeling, promotion, sale, export, import,

use, handling and control, safety, efficacy, reliability or manufacturing of medical devices, including (a) the Federal Food, Drug, and

Cosmetic Act of 1938 (21 U.S.C. 301 et. seq.); (b) the rules and regulations promulgated and enforced by FDA thereunder, including, as

applicable, those requirements relating to the FDA’s Quality System Regulation contained in 21 C.F.R. Part 820, investigational

use, premarket notification and premarket approval and applications to market new medical devices; (c) laws governing the conduct of

non-clinical laboratory studies, including FDA’s Good Laboratory Practices regulations contained in 21 C.F.R. Part 58; (d) laws

governing the development, conduct, performance, monitoring, subject informed consent, auditing, recording, analysis and reporting of

clinical trials, including FDA’s Good Clinical Practice regulations contained in 21 C.F.R. Parts 11, 50, 54, 56 and 812; (e) laws

governing data-gathering activities relating to the detection, assessment, and understanding of adverse events (including adverse event

and malfunction reporting under 21 C.F.R. Part 803) and (f) all comparable state, federal or foreign laws relating to any of the foregoing.

“GAAP”

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

“Governmental

Entity” shall mean any court, administrative agency or commission or other governmental authority or instrumentality, whether

federal, state, local or foreign, and any applicable industry self-regulatory organization.

“Governmental

Licenses” shall have the meaning ascribed to such term in Section 3.1(ll).

“Indebtedness”

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

“Innovest

MOU” shall mean that certain Amended and Restated Memorandum of Understanding, by and between Innovest S.p.A. and the Company,

dated June 13, 2026.

“Intellectual

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

“Investor

Beneficial Owners” shall have the meaning ascribed to such term in Section 4.15(b).

“Issuer

Covered Person” shall have the meaning ascribed to such term in Section 3.1(rr).

“IT

Systems and Data” shall have the meaning ascribed to such term in Section 3.1(nn).

“Legend

Removal Date” shall have the meaning ascribed to such term in Section 4.1(c).

“Liens”

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

“Listing

Issuance” means an offering by the Company to satisfy any listing requirements of the applicable Trading Market, even if the

offering proceeds shall be less or more than necessary to satisfy any such listing requirements.

“Lock-Up

Agreement” means the Lock-Up Agreement, dated as of the date hereof, by and among the Company and the directors, officers and

other persons to sign such agreement in accordance with the Innovest MOU, in the form of Exhibit B attached hereto.

“Material

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

“Material

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

“Maximum

Offering Amount” has the meaning set forth in the Recitals.

“Minimum

Offering Amount” has the meaning set forth in the Recitals.

“Money

Laundering Laws” shall have the meaning ascribed to such term in Section 3.1(qq).

“New

Securities” means, collectively, equity securities of the Company, whether or not currently authorized, as well as rights,

options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or

exchangeable into or exercisable for such equity securities.

“OFAC”

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

“Offer

Notice” shall have the meaning ascribed to such term in Section 4.15(c).

“Omnibus

Signature Page” means the Omnibus Signature Page, including the Accredited Investor Questionnaire and Certifications included

therein, in the form attached hereto as Addendum B.

“Per

Unit Purchase Price” equals $[●]2.

“Person”

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

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

“Plan

Shares” shall have the meaning ascribed to such term in Section 3.1(g).

“PPM”

means the Company’s Confidential Private Placement Memorandum dated March 17, 2026, as supplemented.

“Proceeding”

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

such as a deposition), whether commenced or threatened.

“Proposed

Performance RSU Plan” means that certain Sub-Plan of the Equity Incentive Plan to be proposed for adoption by the stockholders

of the Company, to promote the long-term growth and profitability of the Company and its Subsidiaries by providing certain officers and

employees and executive directors with incentives to maximize stockholder value and otherwise contribute to the success of the Company,

through a fixed pool of performance-based restricted stock units (each, a “PRSU”) relating to twenty percent (20%)

of our outstanding shares of Common Stock. Such pool of PRSU awards is currently expected to be allocated to five (5) performance milestones

– three based on rolling twelve-month net sales, one based on market capitalization of our Common Stock and the fifth based on

the consummation of a qualified acquisition, all during the four-year performance period.

“Public

Information Failure” shall have the meaning ascribed to such term in Section 4.2(b).

“Public

Information Failure Payments” shall have the meaning ascribed to such term in Section 4.2(b).

“Purchaser

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

“Qualified

Buyer” means (i) a venture capital organization or private equity organization, including the direct and indirect sponsors

thereof and related pooled investment vehicles, (ii) a bank or insurance company, (iii) a registered broker dealer or registered investment

advisor, (iv) entities having a class of securities registered under the Securities Act, and (v) in each case, entities managed or advised

thereby, and their respective directors, officers, managers, employees and their Affiliates.

“Quality

System Regulation” shall mean the Quality System Regulation under 21 C.F.R. Part 820.

“Registration

Rights Agreement” means the Registration Rights Agreement, dated on or about the date hereof, among the Company and the Purchasers,

in the form of Exhibit C attached hereto.

“Registration

Statement” means a registration statement meeting the requirements set forth in the Registration Rights Agreement and covering

the resale by the Purchasers of the Shares and the Warrant Shares.

“Required

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

The Per Unit Purchase Price will be reflected in a Pricing Supplement.

“Rule

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

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

as such Rule.

“Rule

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

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

as such Rule.

“Sanctioned

Party” means any Person: (i) organized under the laws of, ordinarily resident in, or located in a country or territory that

is the subject of comprehensive Sanctions (“Restricted Countries”); (ii) 50% or more owned or controlled by the government

of a Restricted Country; or (iii) (A) designated on a sanctioned parties list administered by the United States, including, without limitation,

the U.S. Department of the Treasury’s Office of Foreign Assets Control’s Specially Designated Nationals and Blocked Persons

List, Foreign Sanctions Evaders List, and Sectoral Sanctions Identification List (collectively, “Designated Parties”);

or (B) 50% or more owned or, where relevant under applicable Sanctions, controlled, individually or in the aggregate, by one or more

Designated Party, in each case only to the extent that dealings with such Person is are prohibited pursuant to applicable Sanctions.

“SEC

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

“Securities”

means the Shares the Warrants and the Warrant Shares.

“Securities

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

“Shares”

means the shares of Common Stock issued or issuable to each Purchaser pursuant to this Agreement.

“Short

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

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

“Subscription

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

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

in United States dollars and in immediately available funds. As to each Purchaser, the Subscription Amount shall be the Per Unit Purchase

Price multiplied by the number of Shares purchased hereunder as specified below such Purchaser’s name on the signature page of

this Agreement next to the heading “Shares”.

“Subsidiary”

means any subsidiary of the Company as set forth in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended

December 31, 2024 and shall, where applicable, also include any direct or indirect subsidiary of the Company formed or acquired after

the date hereof.

“Trading

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

“Trading

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

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

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

“Transaction

Documents” means this Agreement, the Escrow Agreement, the Lock-Up Agreements, the Registration Rights Agreement and the Warrants.

“Transfer

Agent” means Continental Stock Transfer & Trust Company, the current transfer agent of the Company, with offices located

at 1 State Street, 30th Floor, New York, NY 10004, and any successor transfer agent of the Company.

“Unit”

means one (1) share of Common Stock of the Company and a Warrant to purchase one (1) share of Common Stock of the Company.

“Warrants”

means, collectively, the Common Stock Purchase Warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a)

hereof, which Warrants shall have a term of exercise equal to three (3) years, in the form of Exhibit D attached hereto.

“Warrant

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

ARTICLE

II.

PURCHASE

AND SALE

2.1.

Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the

execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly,

agree to purchase, up to $900,000 of Units if the Minimum Offering Amount is raised and up to approximately $2,000,000 of Units but not

more than 19.99% of the outstanding shares of the Company if the Maximum Offering Amount is raised, at the Per Unit Purchase Price. Each

Purchaser shall deliver to the Escrow Agent, on behalf of the Company, via wire transfer or a certified check, immediately available

funds equal to such Purchaser’s Subscription Amount as set forth on the Omnibus Signature Page executed by such Purchaser, and

the Company shall deliver to each Purchaser its respective Shares and Warrants, as determined pursuant to Section 2.2(a), and

the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction

of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of the Company

or at such other location as the parties shall mutually agree.

2.2. Deliveries.

(a)

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

(i)

this Agreement duly executed by the Company;

(ii)

a legal opinion of Company Counsel, directed to the Purchasers in a form reasonably acceptable to the Purchasers;

(iii)

a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, to each

Purchaser a certificate evidencing the number of Shares subscribed for by such Purchaser, registered in the name of such Purchaser, or,

at the election of such Purchaser, evidence of the issuance of such Purchaser’s Shares hereunder as held in DRS book-entry form

by the Transfer Agent and registered in the name of such Purchaser, which evidence shall be reasonably satisfactory to such Purchaser;

(iv)

a Warrant registered in the name of each Purchaser to purchase one share of Common Stock for every Share subscribed for by such Purchaser,

with an exercise price equal to $[●]3, subject to adjustment therein;

(v)

the Escrow Agent’s wire instructions;

Exercise price of the Warrants to be 125% of the Per Unit Purchase Price.

(vi)

the Lock-Up Agreements; and

(vii)

the Registration Rights Agreement duly executed by the Company.

(b)

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

(i)

to the Company, the Omnibus Signature Page, including the Accredited Investor Questionnaire and Certifications included therein, duly

completed and executed by such Purchaser; Purchasers should note that your execution of the Omnibus Signature Page shall constitute such

Purchaser’s

● valid

execution of, and agreement to, this Agreement and the Registration Rights Agreement (See

Exhibit C hereto);

● agreement

to the terms and conditions of the Warrant (See Exhibit D hereto); and

● assent

to the terms of the Escrow Agreement by and between the Company and CSC Delaware Trust Company,

as Escrow Agent, for the benefit of subscribers in the Offering; and

(ii)

to the Escrow Agent, on behalf of the Company, on or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered

such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Escrow Agent.

2.3.

Closing Conditions.

(a)

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

(i)

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

Effect, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless stated

to be made as of a specific date therein in which case they shall be accurate in all material respects as of such date);

(ii)

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

performed;

(iii)

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

(b)

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

(i)

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

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

stated to be made as of a specific date therein in which case they shall be accurate in all material respects as of such date);

(ii)

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

in all material respects;

(iii)

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

(iv)

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

(v)

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

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

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

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

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

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

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

(vi)

the Purchasers shall have subscribed for an aggregate Subscription Amount of no less than $900,000; and

(vii)

the Proposed Performance RSU Plan shall have been adopted by the Board of Directors of the Company, subject to stockholder approval.

ARTICLE

III.

REPRESENTATIONS

AND WARRANTIES

3.1.

Representations and Warranties of the Company. The Company hereby makes the following representations and warranties to each Purchaser,

except as otherwise described in this Agreement, the PPM or the SEC Reports, each of which qualifies these representations and warranties

in their entirety:

(a)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Exhibit 21.1 to the Company’s

most recent Annual Report on Form 10-K. The Company owns, directly or indirectly, all of the capital stock or other equity interests

of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are

validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

If the Company has no subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

(b)

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

validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite corporate

and other entity power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither

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

bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and

is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property

owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be,

has not had and would not reasonably be expected to result in: a material adverse effect on (i) the legality or enforceability of any

Transaction Document, (ii) the results of operations, assets, business, or condition (financial or otherwise) of the Company and the

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

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

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

or qualification; provided that, for purposes of Section 2.3(b)(iii) hereof, a change in the market price and/or trading volume

of the Common Stock shall not be deemed, in and of itself, to constitute a Material Adverse Effect.

(c)

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions

contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder.

The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of

the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no

further action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith or therewith

other than in connection with the Required Approvals. This Agreement and each other Transaction Document to which it is a party has been

(or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will

constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as

limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application

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

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

law.

(d)

No Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to

which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby

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

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

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

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

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

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

which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict

with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or

governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations),

or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii)

and (iii), such as would not have or reasonably be expected to result in a Material Adverse Effect.

(e)

Filings, Consents and Approvals. Assuming the accuracy of the representations and warranties of the Purchasers, the Company is

not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any

court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance

by the Company of the Transaction Documents, other than: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii)

the filings with the Commission pursuant to the Registration Rights Agreement, (iii) the notice and/or application(s) to each applicable

Trading Market for the issuance and sale of the Securities and the listing of the Shares and Warrant Shares for trading thereon in the

time and manner required thereby, (iv) the filing of Form D and related post-sale filings with the Commission and such filings as are

required to be made under applicable state securities laws, and (v) obtaining stockholder approval of any new plan in respect of the

Proposed Performance RSU Plan or an existing plan amendment or restatement relating thereto, if required by applicable law or stock exchange

listing requirements (collectively, the “Required Approvals”).

(f)

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

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

other than restrictions on transfer provided for in the Transaction Documents and arising under applicable securities laws. The Warrant

Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable,

free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and

arising under applicable securities laws. The Company has reserved from its duly authorized capital stock the number of shares of Common

Stock issuable pursuant to this Agreement and the Warrants as of the applicable Closing Date.

(g)

Capitalization. The Company’s disclosure of its issued and outstanding capital stock in its most recent SEC Report containing

such disclosure was accurate in all material respects as of the date indicated in such SEC Report. The Company has not issued any capital

stock since its most recently filed periodic report under the Exchange Act containing such disclosure, other than pursuant to the exercise

of employee stock options or other rights granted under the Company’s Equity Incentive Plans, the issuance and sale of Common Stock

described in the Company’s Current Reports on Form 8-K, the issuance of shares of Common Stock to officers, employees, directors

and consultants pursuant to the Company’s Equity Incentive Plans (collectively, the “Plan Shares”), and pursuant

to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under

the Exchange Act, and shares of Common Stock issued to consultants in exchange for goods or services sold or rendered or to be sold or

rendered to the Company or a Subsidiary. No Person has any right of first refusal, preemptive right, right of participation, or any similar

right to participate in the transactions contemplated by the Transaction Documents that has not been waived. Except as a result of the

purchase and sale of the Securities and except for the Plan Shares and equity awards granted to officers, employees, directors and consultants

pursuant to the Company’s Equity Incentive Plans and shares of Common Stock issuable to consultants in exchange for goods or services

sold or rendered or to be sold or rendered to the Company or a Subsidiary, there are no outstanding options, warrants, scrip rights to

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

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

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

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

of the Securities will not obligate the Company or any Subsidiary to issue shares of Common Stock or other securities to any Person (other

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

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

Subsidiary. There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar

provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may

become bound to redeem a security of the Company or such Subsidiary. The Company does not have any stock appreciation rights or “phantom

stock” plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are

duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws,

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

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

Securities, although the Company will be required to obtain stockholder approval of any new plan in respect of the Proposed Performance

RSU Plan or an existing plan amendment or restatement relating thereto, if required by applicable law or stock exchange listing requirements.

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

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

(h)

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

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

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

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

as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any

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

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

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

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

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

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

the time of filing (or to the extent corrected by a subsequent filing). Such financial statements have been prepared in accordance with

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

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

may not contain all footnotes required by GAAP, subject, in the case of the interim financial statements, to normal and recurring year-end

adjustments and except as permitted by Form 10-Q under the Exchange Act, and fairly present in all material respects the financial position

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

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

and described in the SEC Reports.

(i)

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

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

in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) not disclosed in the PPM or

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

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

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

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

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

to its Equity Incentive Plans, and its contracts, agreements and policies described in the SEC Reports; although the Company will be

required to obtain stockholder approval of any new plan in respect of the Proposed Performance RSU Plan or an existing plan amendment

or restatement relating thereto, if required by applicable law or stock exchange listing requirements. The Company does not have pending

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

this Agreement, to the knowledge of the Company, at the time this representation is made or deemed made, no event, liability, fact, circumstance,

occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries

or their respective businesses, properties, operations, assets or financial condition that would be required to be disclosed by the Company

under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least

one (1) Trading Day prior to the date that this representation is made.

(j)

Litigation. Except as disclosed in the SEC Reports, there is no action, suit, inquiry, notice of violation, proceeding or investigation

pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties

before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign)

(collectively, an “Action”) which (i) adversely affects or challenges the legality, validity or enforceability of

any of the Transaction Documents or the Securities or (ii) would reasonably be expected to result in a Material Adverse Effect. Neither

the Company nor any Subsidiary, nor to the knowledge of the Company, any director or officer thereof, is or has been during the previous

ten years the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim

of breach of fiduciary duty. There has not been during the previous ten years, and to the knowledge of the Company, there is not pending,

any investigation by the Commission involving the Company or, to the Company’s knowledge, any current or former director or officer

of the Company that has not been resolved to the satisfaction of the Company. The Commission has not issued any stop order or other order

suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities

Act.

(k)

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

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

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

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

that their relationships with their employees are good. The Company and its Subsidiaries are in compliance with all U.S. federal, state,

local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages

and hours, except where the failure to be in compliance would not, individually or in the aggregate, reasonably be expected to have a

Material Adverse Effect.

(l)

Compliance. Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that

has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor

has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture,

loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound

(whether or not such default or violation has been waived), (ii) is in violation of any judgment, decree, or order of any court, arbitrator

or other governmental authority or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any governmental

authority, including without limitation all foreign, federal, state and local laws relating to taxes, occupational health and safety,

product quality and safety and employment and labor matters, except in each case as would not have or reasonably be expected to result

in a Material Adverse Effect.

(m)

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

federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as currently conducted, except

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

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

modification of any Material Permit.

(n)

Title to Assets. To the Company’s knowledge, the Company and the Subsidiaries have good and marketable title in fee simple

to all real property owned by them and good and marketable title in all personal property owned by them that is material to the business

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

of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries

and (ii) Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance

with GAAP and the payment of which is neither delinquent nor subject to penalties, except where the failure to so possess would not reasonably

be expected to have a Material Adverse Effect. Any real property and facilities held under lease by the Company and the Subsidiaries

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

where the failure to so possess would not reasonably be expected to have a Material Adverse Effect.

(o)

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

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

and similar rights necessary or required for use in connection with their respective businesses as now conducted and which the failure

to so have would not have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). Except as

disclosed in the SEC Reports, neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of the Intellectual

Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years

from the date of this Agreement, except for Intellectual Property Rights that are within two years of the end of their term or the abandonment

of which would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Company, no action or use by the

Company or the Subsidiary necessary for the conduct of its business as currently conducted will involve or give rise to any infringement

of, or license or similar fees for, any Intellectual Property Rights of others. Neither the Company nor any Subsidiary has received,

since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has

any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as would not have or reasonably

be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable

and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries

have taken reasonable security measures designed to protect the secrecy, confidentiality and value of all of their intellectual properties,

except where failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(p)

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

and risks and in such amounts as the Company believes to be prudent and customary for comparably situated companies in the businesses

in which the Company and the Subsidiaries are engaged. Neither the Company nor any Subsidiary has any reason to believe that it will

not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers

as may be necessary to continue its business without a significant increase in cost.

(q)

Transactions with Affiliates and Employees. Except as disclosed in the SEC Reports, none of the officers or directors of the Company

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

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

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

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

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

interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other than for (i) payment

of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company, (iii) other employee

benefits, including awards and other issuances under any Equity Incentive Plan of the Company and (iv) purchases of products of the Company

on standard market terms.

(r)

Sarbanes-Oxley; Internal Accounting Controls. The Company and the Subsidiaries are in material compliance with any and all applicable

requirements of the Sarbanes-Oxley Act of 2002 that are applicable to it as of the date hereof, and any and all applicable rules and

regulations promulgated by the Commission thereunder that are effective as of the date hereof and as of the Closing Date. The Company

and the Subsidiaries maintain a system of internal accounting controls designed to ensure that: (i) transactions are executed in accordance

with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial

statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with

management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets

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

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

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

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

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

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

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

Act required to include such conclusions, the conclusions of the certifying officers about the effectiveness of the disclosure controls

and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal

control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have materially

affected, or are reasonably likely to materially affect, the internal control over financial reporting of the Company and its Subsidiaries.

(s)

Certain Fees. The Company may pay customary fees (cash and/or warrants) to registered broker-dealers (or persons validly exempt)

for qualified investor introductions. Any such compensation will be paid by the Company and will not increase the purchase price to Purchasers;

details of any such material compensation arrangement that relate to a Purchaser’s purchase will be disclosed to that Purchaser

prior to closing. The Purchasers shall have no obligation with respect to any fees or with respect to any claims made by or on behalf

of other Persons for fees of any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person

that may be due in connection with the transactions contemplated by the Transaction Documents.

(t)

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2,

no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated

hereby. The issuance and sale of the shares of Common Stock and Warrants Securities hereunder does not contravene the rules and regulations

of the Trading Market.

(u)

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

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

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

under the Investment Company Act of 1940, as amended.

(v)

Registration Rights. Other than each of the Purchasers, no Person has any right to cause the Company or any Subsidiary to effect

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

(w)

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

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

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

such registration. Except as set forth in the SEC Reports, the Company has not, in the 12 months preceding the date hereof, received

notice from any Trading Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance

with the listing or maintenance requirements of such Trading Market. The Common Stock is currently eligible for electronic transfer through

the Depository Trust Company or another established clearing corporation and the Company is or from the application of funds at the initial

closing will be current in payment of the fees to the Depository Trust Company (or such other established clearing corporation) in connection

with such electronic transfer.

(x)

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

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

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

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

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

the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.

(y)

Disclosure. All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company, its business

and the transactions contemplated hereby is true and correct in all material respects and does not contain any untrue statement of a

material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances

under which they were made, not misleading. The Company acknowledges and agrees that no Purchaser makes or has made any representations

or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2. Except

with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms

that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information

that it believes constitutes or might constitute material, non-public information which is not or will not be otherwise disclosed pursuant

to Section 4.4 hereof.

(aa)

No Integrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section

3.2, neither the Company, nor, to the Company’s knowledge, any of its Affiliates, nor any Person acting on its or, to the Company’s

knowledge, 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 adversely affect reliance by the Company on Section 4(a)(2) and Regulation D for the exemption from registration

for the transactions contemplated hereby or would require registration of the Securities under the Securities Act.

(bb)

Solvency. Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt

by the Company of the proceeds from the sale of the Securities hereunder, (i) the fair saleable value of the Company’s assets exceeds

the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including known

contingent liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital to carry on its

business as now conducted and as proposed to be conducted including its capital needs taking into account the particular capital requirements

of the business conducted by the Company, consolidated and projected capital requirements and capital availability thereof, and (iii)

the current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after

taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when

such amounts are required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts as they mature

(taking into account the timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of any

facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization

laws of any jurisdiction within twelve months from the Closing Date. The SEC Reports set forth as of the date thereof all outstanding

secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. For

the purposes of this Agreement, “Indebtedness” means (x) any liabilities for borrowed money, (y) all guaranties, endorsements

and other contingent obligations in respect of indebtedness of others, whether or not the same are or should be reflected in the Company’s

consolidated balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection

or similar transactions in the ordinary course of business; and (z) the present value of any lease payments in excess of $50,000 due

under leases required to be capitalized in accordance with GAAP. Neither the Company nor any Subsidiary is in default with respect to

any Indebtedness that would, if called and individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(cc)

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

Material Adverse Effect, the Company and its Subsidiaries each (i) has filed all federal, state, local income and foreign income tax

returns required to be filed by it through the date hereof, subject to permitted extensions, and has paid all taxes due, and no tax deficiency

has been determined adversely to the Company, nor does the Company have any knowledge of any tax deficiencies that have been, or could

reasonably be expected to be asserted against the Company, that could, in the aggregate, reasonably be expected to have a Material Adverse

Effect.

(dd)

No General Solicitation. Neither the Company nor any Person acting on behalf of the Company has offered or sold any of the Securities

by any form of general solicitation or general advertising (as those terms are used in Regulation D). The Company and, to the Company’s

knowledge, nay other Person has offered the Securities for sale only to the Purchasers and certain other “accredited investors”

within the meaning of Rule 501 under the Securities Act.

(ee)

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

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

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

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

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

of which the Company is aware) which is in violation of law or (iv) taken any action that would reasonably be expected to subject the

Company to any damage or penalty in any criminal or governmental litigation or proceeding under any provision of FCPA.

(ff)

Accountants. The Company’s accounting firm is CBIZ CPAs. To the knowledge and belief of the Company, such accounting firm

(i) is a registered public accounting firm as required by the Exchange Act and (ii) shall express its opinion with respect to the financial

statements to be included in the Company’s Annual Report for the fiscal year ending December 31, 2025.

(gg)

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

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

is current with respect to any fees owed to its accountants and lawyers which would reasonably be expected to affect the Company’s

ability to perform any of its obligations under any of the Transaction Documents.

(hh)

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

(except for Sections 3.2(g) and 4.13 hereof), it is understood and acknowledged by the Company that: (i) none of the Purchasers

has been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities

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

term, (ii) past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales

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

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

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

Common Stock. The Company further understands and acknowledges that (y) one or more Purchasers may engage in hedging activities at various

times during the period that the Securities are outstanding, and (z) such hedging activities (if any) could reduce the value of the existing

stockholders’ equity interests in the Company at and after the time that the hedging activities are being conducted.

(ii)

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

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

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

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

of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Company’s consultants,

finders or placement agents (if any) in connection with the placement of the Securities.

(jj)

FDA. All products developed, tested, investigated, produced or manufactured by or on behalf of the Company and its Subsidiaries

have been, and are being, developed, tested, investigated, produced and manufactured in compliance in all material respects with applicable

FDA Laws, including, as applicable, those relating to non-clinical research, clinical research, establishment registration, device listing,

premarket notification, Quality System Regulation, labeling, advertising, record-keeping, device importation and exportation, adverse

event and malfunction reporting and reporting of corrections and removals. The Company holds all permits, licenses or other approvals,

including 510(k) clearances or premarket approvals required by applicable FDA Laws to conduct its business as currently conducted. The

Company is, and has been, in compliance in all material respects with all such permits, licenses and other approvals and, to the Company’s

knowledge, no Governmental Entity is considering limiting, suspending or revoking any product’s permits, licenses or other approvals

or changing the marketing classification or labeling of any of the products of the Company. There are no Actions pending or, to the Company’s

knowledge, threatened in writing by or on behalf of the FDA or any other Governmental Entity that has jurisdiction over the operations

of the Company or any of its Subsidiaries alleging noncompliance with applicable laws. The Company and its Subsidiaries have not received

any written notice or communication from any Governmental Entity or third party alleging or asserting noncompliance with any applicable

FDA Law. Any studies, tests and preclinical and clinical trials conducted by or on behalf of the Company and its Subsidiaries were and,

if ongoing, are being conducted in all material respects in accordance with applicable laws, including, as applicable, FDA Laws. The

Company and its Subsidiaries have not received any written notices or correspondence from the FDA, other Governmental Entity, or any

institutional review board or other ethics committee exercising comparable authority threatening to initiate or require the termination,

suspension or modification of any studies, tests or preclinical or clinical trials conducted by or on behalf of the Company and its Subsidiaries.

To the Company’s knowledge, all filings, notifications, reports, and submissions to the FDA and any similar Governmental Entity

made by or on behalf of the Company and its Subsidiaries were true, accurate and complete as of the date made, and, to the extent required

to be updated, have been updated to be true, accurate and complete in all respects as of the date of such update. None of the Company

or its Subsidiaries, any of its officers, employees, nor to the Company’s knowledge, any of its agents or distributors have (A)

made any materially false statement on, or material omission from, any notifications, applications, approvals, reports and other submissions

to any Governmental Entity or in any material legal proceeding; or (B) committed an act, made a statement, or failed to make a statement

that would reasonably be expected to provide a basis for the FDA to invoke its policy respecting “Fraud, Untrue Statements of Material

Facts, Bribery, and Illegal Gratuities,” as set forth in 56 Fed. Reg. 46191 (September 10, 1991.

(kk)

Stock Option Plans. Each stock option granted by the Company under the Company’s Equity Incentive Plan was granted (i) in

accordance with the terms of the Company’s Equity Incentive Plan and (ii) with an exercise price at least equal to the fair market

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

under the Company’s Equity Incentive Plan has been backdated. The Company has not knowingly granted, and there is no and has been

no Company policy or practice to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options

with, the release or other public announcement of material information regarding the Company or their financial results.

(ll)

Cybersecurity. To the Company’s knowledge, there has been no security breach or other compromise of or relating to any of

the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including

the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment

or technology (collectively, “IT Systems and Data”) that has had or would reasonably be expected to have a Material

Adverse Effect, and the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would

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

be expected to have a Material Adverse Effect. The Company and the Subsidiaries are presently in compliance with all applicable laws

or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal

policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems

and Data from unauthorized use, access, misappropriation or modification, except as would not, individually or in the aggregate, reasonably

be expected to have a Material Adverse Effect. The Company and the Subsidiaries have implemented and maintained commercially reasonable

safeguards designed to maintain and protect its material confidential information and the integrity, continuous operation, redundancy

and security of all IT Systems and Data; and the Company and the Subsidiaries have implemented backup and disaster recovery technology

consistent with industry standards and practices for comparably situated companies.

(mm)

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

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

Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”).

(nn)

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

the meaning of Section 897 of the Internal Revenue Code of 1986, as amended (the “Code”), and the Company shall so

certify upon Purchaser’s request.

(oo)

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

all material respects with applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting

Act of 1970, as amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money

Laundering Laws”), and no Action or Proceeding by or before any court or governmental agency, authority or body or any arbitrator

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

Subsidiary, threatened.

(pp)

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

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

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

securities, calculated on the basis of voting power, nor, to the knowledge of the Company, any promoter (as that term is defined in Rule

405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person”

and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications described

in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification

Event covered by Rule 506(d)(2) or (d)(3), and no such representation is made with respect to any consultant, finder or placement agent

or any of its affiliates or any of its or their control persons, partners, managers, members, officers, directors or employees. The Company

has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company has

complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Purchasers a copy of

any disclosures provided thereunder.

(qq)

Other Covered Persons. Other than any consultants, finders or placement agents of the Company, the Company is not aware of any

person (other than any Issuer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of

purchasers in connection with the sale of any Securities.

(rr)

Notice of Disqualification Events. The Company will notify the Purchasers in writing, prior to the Closing Date of (i) any Disqualification

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

relating to any Issuer Covered Person.

(ss)

Qualified Small Business Stock. The Company believes, but does not guarantee, that upon the Closing Date (i) the Company will

be an “eligible corporation” as defined in Section 1202(e)(4) of the Code, (ii) the Company will not have made any purchases

of our own stock during the one-year period preceding the Closing Date having an aggregate value exceeding 5% of the aggregate value

of all our stock as of the beginning of such period and (iii) our aggregate gross assets, as defined by Section 1202(d)(2) of the Code,

at no time and through the Closing Date will have exceeded or will exceed $75 million, taking into account the assets of any corporations

required to be aggregated with the Company in accordance with Section 1202(d)(3) of the Code. As such, the Company believes, but does

not guarantee, that the Common Stock offered hereby should be “qualified small business stock” pursuant to Section 1202(c)

of the Code. Certain Purchasers may be eligible for an exemption from federal income tax on capital gains with respect to “qualified

small business stock” held for more than five years (partial exemptions may be available with respect to shares held for more than

three years). For such exemption to apply to such Purchaser, we will have to meet certain active business tests during substantially

all of the respective Purchaser’s holding period, which tests may be impacted by our future operations and our utilization of the

proceeds from the sale of the securities hereunder. The Company cannot assure that it will meet all or any of such tests now or during

substantially all of the respective Purchaser’s holding period. Purchasers should consult with and rely upon their own tax advisors

with regard to the applicability or interpretation of Section 1202 of the Code, and no representation or warranty is or will be made

by the Company as to its or its Common Stock’s qualification.

3.2.

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

warrants as of the date hereof and as of the Closing Date to the Company that the statements contained in this Section 3.2 are

true and correct as of the date hereof and as of the Closing Date (unless as of a specific date therein, in which case they shall be

accurate as of such date):

(a)

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

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

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

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

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

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

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

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

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

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

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

by applicable law.

(b)

Own Account. Such Purchaser understands that the Securities are “restricted securities” and have not been registered

under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and

not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable

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

state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the

distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty

not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with

applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business.

Notwithstanding the foregoing, if such Purchaser is purchasing the Securities as a fiduciary or agent for one or more Purchaser accounts,

such Purchaser has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements,

representations and agreements herein on behalf of each owner of each such account.

(c)

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each

date on which it exercises any Warrants, it will be either: (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2),

(a)(3), (a)(7), (a)(8), (a)(9), (a)(12), or (a)(13) under the Securities Act or (ii) a “qualified institutional buyer” as

defined in Rule 144A(a) under the Securities Act.

(d)

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

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

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

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

(e)

General Solicitation. Such Purchaser is not, to such Purchaser’s knowledge, purchasing the Securities as a result of any

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

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

or general advertisement.

(f)

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

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

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

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

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

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

to make an informed investment decision with respect to the investment. Such Purchaser has conducted and completed its own independent

due diligence. Such Purchaser acknowledges that copies of the SEC Reports are available on the EDGAR reporting system. Based on the information

such Purchaser or its advisor has deemed appropriate, and without reliance on any consultant, finder or placement agent, the Purchaser

has independently made its own analysis and decision to enter into the Transaction Documents. Such Purchaser or its advisor is relying

exclusively on the representations and warranties of the Company contained in the Transaction Documents, the SEC Reports, the PPM (as

applicable) and its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate)

with respect to the execution, delivery and performance of the Transaction Documents, the Securities and the business, condition (financial

and otherwise), management, operations and properties of the Company, including all business, legal, regulatory, accounting, credit and

tax matters. Such Purchaser understands and agrees that the Company may from time to time compensate one or more third parties (each,

a “Consultant”) for identifying and introducing potential investors to the Company. The Company’s policy is

to utilize only registered broker-dealers and their associated persons, or persons who qualify for an applicable exemption under federal

and state law. The undersigned acknowledges that (i) any material compensation arrangement between the Company and any such person related

to such Purchaser’s purchase will be disclosed in writing prior to closing; (ii) no such person is authorized to make representations

not contained in the Company’s written offering materials; (iii) no Consultant has provided such Purchaser with any information

or advice with respect to the Securities nor is such information or advice necessary or desired by such Purchaser, and such Purchaser

is not relying on any statements of any Consultant in making an investment decision; (iv) no Consultant nor any of its Affiliates has

acted as a financial advisor or fiduciary to such Purchaser; and (v) any Consultant compensation paid by the Company may create conflicts

of interest by incentivizing introductions or recommendations of this Offering.

(g)

Purchaser Information. In connection with the offer of the Securities to the Purchaser, such Purchaser has completed and delivered

to the Company a Confidential Accredited Investor Questionnaire (“Questionnaire”) in the form of Exhibit E

attached hereto. Such Purchaser represents and warrants that the information in the Questionnaire is accurate and complete in all material

respects. Such Purchaser acknowledges that the Company and the Escrow Agent will be relying on the accuracy and completeness of the information

in the Questionnaire and agrees to hold harmless the Company and the Escrow Agent from their good faith reliance on such Purchaser’s

Questionnaire.

(h)

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

not, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any

purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser

first received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material

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

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

such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers

managing other portions of such Purchaser’s assets, the representation set forth above shall only apply with respect to the portion

of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other

than to other Persons party to this Agreement or to such Purchaser’s representatives, including, without limitation, its officers,

directors, partners, legal and other advisors, employees, agents and Affiliates, such Purchaser has maintained the confidentiality of

all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding

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

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

(i)

No Disqualification Events. The Purchaser is not, and if the Purchaser is an entity, none of its directors, executive officers,

general partners, managers, managing members or beneficial owners of 20% of the Purchaser’s outstanding voting equity securities,

calculated on the basis of voting power, is, and on each date on which the Purchaser acquires any Securities, none of them will be, subject

to any Disqualification Event, except for a Disqualification Event (i) contemplated by Rule 506(d)(2) under the Securities Act, and (ii)

a description of which has been furnished in writing to the Company before the date hereof.

The

Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such

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

and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection

with this Agreement or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of

doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing

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

ARTICLE

IV.

OTHER

AGREEMENTS OF THE PARTIES

4.1

Transfer Restrictions.

(a)

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

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

with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion

of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably

satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the

Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and

the Registration Rights Agreement and shall have the rights and obligations of a Purchaser under this Agreement and the Registration

Rights Agreement.

(b)

The Purchasers agree to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Securities in the

following form:

THIS

SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON

AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,

MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE

EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE

STATE SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR

OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT

OR OTHER LOAN SECURED BY SUCH SECURITIES.

The

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

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

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

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

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

notice shall be required of such pledge. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable

documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities,

including, if the Securities are subject to registration pursuant to the Registration Rights Agreement, the preparation and filing of

any required prospectus supplement under Rule 424(b)(3) under the Securities Act or other applicable provision of the Securities Act

to appropriately amend the list of Selling Stockholders (as defined in the Registration Rights Agreement) thereunder.

(c)

In connection with any sale, assignment, transfer or other disposition of the Shares or the Warrant Shares by a Purchaser pursuant to

Rule 144, pursuant to any other exemption under the Securities Act or pursuant to sale under an effective registration statement such

that the purchaser acquires freely tradable shares and upon compliance by the Purchaser with the requirements of this Section 4.10, if

requested by the Purchaser, the Company shall cause the Transfer Agent to timely remove any restrictive legends related to the book entry

account holding such Shares or Warrant Shares and make a new, unlegended entry for such book entry Shares or Warrant Shares sold or disposed

of without restrictive legends, provided that the Company has received customary representations and other documentation reasonably acceptable

to the Company in connection therewith. Subject to receipt by the Company of customary representations and other documentation reasonably

acceptable to the Company in connection therewith, upon the earlier of such time as the Shares or Warrant Shares, (i) have been sold

or transferred pursuant to an effective registration statement, (ii) have been sold pursuant to Rule 144 or (iii) are eligible for resale

under Rule 144(b)(1) or any successor provision (without the requirement for the Company to comply with the current public information

obligations of Rule 144(c)), the Company shall promptly, after receipt of any request therefor from a Purchaser accompanied by such customary

and reasonably acceptable documentation referred to above (A) deliver to the Transfer Agent irrevocable instructions that the Transfer

Agent shall make a new, unlegended entry for such book entry Shares or Warrant Shares and (B) use commercially reasonable efforts to

cause its counsel to cooperate with the Transfer Agent to effect the removal of such legends under the Securities Act. From and after

the earlier of such dates, upon a Purchaser’s written request, the Company shall promptly cause certificates or book entries evidencing

the Purchaser’s Shares or Warrant Shares to be replaced with certificates or book entries, as the case may be, which do not bear

such restrictive legends, provided the provisions of either clauses (i), (ii) or (iii) above, as applicable, are satisfied with respect

to such Shares or Warrant Shares. The Company shall be responsible for the fees of its Transfer Agent associated with such issuance.

Notwithstanding the foregoing, promptly following the effectiveness of the Resale Registration Statement, upon receipt by the Company

of an executed representation letter from a Purchaser and other such documentation as the Company’s counsel deems necessary and

appropriate, the Company shall remove any legend from the book entry position evidencing the applicable Securities then held by such

Purchaser, provided that they are not an affiliate of the Company.

(d)

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

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

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

plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Securities

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

4.2

Furnishing of Information. Until the earlier of the time that (i) no Purchaser owns Securities or (ii) the Warrants have expired,

the Company covenants to use commercially reasonable efforts to timely file (or obtain extensions in respect thereof and file within

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

if the Company is not then subject to the reporting requirements of the Exchange Act. Notwithstanding the foregoing, in connection with

and following a Change of Control of the Company, the Company shall not be required to maintain the registration of the Common Stock

(including the Shares or Warrant Shares) under Section 15(d), 12(b) or 12(g) of the Exchange Act or to timely file reports with the Commission

so long as the Warrants are treated in accordance with their terms.

4.3

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

(as defined in Section 2 of the Securities Act) that the Company believes, acting in good faith and after consultation with the Trading

Market, would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market

such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained

before the closing of such subsequent transaction.

4.4

Securities Laws Disclosure; Publicity. The Company shall (a) by the Disclosure Time, issue a press release disclosing the material

terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents required

by the Commission as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the issuance

of such press release, the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information

delivered to any of the Purchasers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees

or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the issuance of

such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement,

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

or Affiliates on the one hand, and any of the Purchasers or any of their Affiliates on the other hand, shall terminate. The Company and

each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby,

and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the

prior consent of the Company, with respect to any such press release of any Purchaser, or without the prior consent of each Purchaser,

with respect to any such press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure

is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement

or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name

of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such

Purchaser, except (a) as required by federal securities law in connection with (i) any registration statement contemplated by the Registration

Rights Agreement and (ii) the filing of final Transaction Documents with the Commission and (b) to the extent such disclosure is required

by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted

under this clause (b).

4.5

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

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

(including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by

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

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

4.6

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

by the Transaction Documents, which shall be disclosed pursuant to Section 4.4, the Company covenants and agrees that neither

it, nor any other Person acting on its behalf will provide any Purchaser or its agents or counsel with any information that constitutes,

or the Company reasonably believes constitutes, material non-public information, unless prior thereto such Purchaser shall have consented

to the receipt of such information and agreed with the Company to keep such information confidential. The Company understands and confirms

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

that the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates delivers any

material, non-public information to a Purchaser without such Purchaser’s consent, the Company hereby covenants and agrees that

such Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers,

directors, agents, employees or Affiliates, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors,

agents, employees or Affiliates not to trade on the basis of, such material, non-public information, provided that the Purchaser shall

remain subject to applicable law. To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains,

material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice with the

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

foregoing covenant in effecting transactions in securities of the Company.

4.7

Use of Proceeds. The Company shall use the net proceeds from the sale of the Securities hereunder for general working capital

purposes and payment of past due accounts payable, and shall not use such proceeds: (a) for the redemption of any Common Stock or Common

Stock Equivalents, (b) for the settlement of any outstanding litigation (other than such as may be commenced after the Closing Date with

respect to outstanding amounts past due) or (c) in violation of FCPA or OFAC regulations.

4.8

Indemnification of Purchasers. Subject to the provisions of this Section 4.8, the Company will indemnify and hold each

Purchaser and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally

equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such

Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders,

agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding

a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any

and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in

settlements, court costs and reasonable and documented attorneys’ fees and costs of investigation that any such Purchaser Party

may suffer or incur as a result of or relating to any breach of any of the representations, warranties, covenants or agreements made

by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in

any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser

Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is solely based upon a material

breach of such Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or

understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal

securities laws or any conduct by such Purchaser Party which is finally judicially determined to constitute fraud, gross negligence or

willful misconduct). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant

to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume

the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the

right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel

shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized

by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel

or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position

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

of no more than one such separate counsel. The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement

by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed;

or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s willful

misconduct, gross negligence or breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party

in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.8 shall be made by periodic

payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The

indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the

Company or others and any liabilities the Company may be subject to pursuant to law.

4.9

Reservation of Common Stock. As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep

available at all times, free of preemptive rights, a sufficient number of shares of Common Stock for the purpose of enabling the Company

to issue Shares pursuant to this Agreement and Warrant Shares pursuant to any exercise of the Warrants on issuance.

4.10

Listing of Common Stock. The Company hereby agrees to use commercially reasonable efforts to maintain the listing or quotation

of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply

to list or quote all of the Shares and Warrant Shares on such Trading Market and promptly secure the listing of all of the Shares and

Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other

Trading Market, it will then include in such application all of the Shares and Warrant Shares, and will use commercially reasonable efforts

to take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed or quoted on such other Trading

Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its

Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under

the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer

through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of

fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer. Notwithstanding

the foregoing, in connection with and following a Change of Control of the Company, the Company shall not be required to maintain the

listing or quotation of the Common Stock (including the Shares or Warrant Shares) on any Trading Market or otherwise so long as the Warrants

are treated in accordance with their terms.

4.11

Subsequent Equity Sales.

(a)

From the date hereof until the later of (a) sixty (60) days from the Closing Date or (b) thirty (30) days after the effective date of

the Resale Registration Statement, the Company shall not (i) other than in an Exempt Issuance, issue, enter into any agreement to issue

or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents or (ii) file any registration

statement or any amendment or supplement thereto, in each case other than as contemplated pursuant to the Registration Rights Agreement.

(b)

Notwithstanding the foregoing, this Section 4.11 shall not apply in respect of an Exempt Issuance, and neither this Section

4.11 nor any other provision of this Agreement shall apply to any sale by the Company of equity securities in connection with a Listing

Issuance.

4.12

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

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

is also offered to all of the parties to the Transaction Documents. For clarification purposes, this provision constitutes a separate

right granted to each Purchaser by the Company and negotiated separately by each Purchaser, and is intended for the Company to treat

the Purchasers as a class and shall not in any way be construed as the Purchasers acting in concert or as a group with respect to the

purchase, disposition or voting of Securities or otherwise.

4.13

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

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

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

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

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

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

in Section 4.4, such Purchaser will maintain the confidentiality of the existence and terms of this transaction. Notwithstanding

the foregoing and notwithstanding anything contained in this Agreement to the contrary, the Company expressly acknowledges and agrees

that (i) no Purchaser makes any representation, warranty or covenant hereby that it will not engage in effecting transactions in any

securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to

the initial press release as described in Section 4.4, (ii) no Purchaser shall be restricted or prohibited from effecting any

transactions in any securities of the Company in accordance with applicable securities laws from and after the time that the transactions

contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.4

and (iii) no Purchaser shall have any duty of confidentiality or duty not to trade in the securities of the Company to the Company or

its Subsidiaries after the issuance of the initial press release as described in Section 4.4. Notwithstanding the foregoing, in

the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such

Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers

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

assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement.

4.14

Form D; Blue Sky Filings. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation

D and to provide a copy thereof, promptly upon request of any Purchaser. The Company shall take such action as the Company shall reasonably

determine is necessary in order to obtain an exemption for, or to qualify the Securities for, sale to the Purchasers at the Closing under

applicable securities or “Blue Sky” laws of the states of the United States, and shall provide evidence of such actions promptly

upon request of any Purchaser.

4.15

Participation in Future Financing.

(a)

From the date hereof until the date that is the 24-month anniversary of the first Closing Date, subject to the terms and conditions of

this Section 4.15 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall

first offer such New Securities to each Purchaser; provided, that any such offer shall be effective only if, as and when any such New

Securities are issued to or acquired by the proposed offerees and, provided, further, that the Board of Directors has reasonably determined

that such Purchaser is not a Competitor, unless such purchase of New Securities is otherwise consented to by the Board of Directors.

(b)

The right provided herein shall not be applicable with respect to a Purchaser if (i) at the time of such offering, it is not an “accredited

investor” as that term is defined in Rule 506 of Regulation D promulgated under the Securities Act, and (ii) such offering is being

offered only to accredited investors. Notwithstanding the foregoing to the contrary, if a proposed offeree is a Qualified Buyer and such

Qualified Buyer objects to any Purchaser participating in the proposed offering at the same price as such Qualified Buyer, no Purchaser

shall be entitled to participate in such proposed offering nor have any rights with respect thereto under this Section 4.15; provided,

if such Qualified Buyer does not ultimately participate in such proposed offering, such Purchaser shall not be disqualified from participating

in such proposed offering due to the objection by such Qualified Buyer so long as no Qualified Buyer actually participating in such proposed

offering objects to the participation of such Purchaser in such proposed offering. Each Purchaser entitled to participate in such proposed

offering is an “Eligible Investor”. An Eligible Investor shall be entitled to apportion the right of participation

granted to it pursuant to this Section 4.15 in such proportions as it deems appropriate, among (i) itself, (ii) its Affiliates

and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,”

as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Purchaser (“Investor Beneficial Owners”);

provided that each such Affiliate or Investor Beneficial Owner (x) is not a Competitor, unless such party’s purchase of New Securities

is otherwise consented to by the Board of Directors, provided that any Competitor shall not be entitled to any rights as a Purchaser

under this Section 4.15, and (y) is an “accredited investor” as that term is defined in Rule 506 of Regulation D promulgated

under the Securities Act, provided that the Company shall not be obligated to offer or sell any New Securities to any person or entity

that is a Sanctioned Party.

(c)

The Company shall give notice (the “Offer Notice”) to each Eligible Investor, stating (i) its bona fide intention

to offer such New Securities, (ii) the number of such New Securities to be offered, (iii) the total amount of capital the Company is

seeking to raise through the issuance of such New Securities (including, to the extent applicable, the face amount of such New Securities),

(iv) the proposed date of issuance, and (v) the price and terms, if any, upon which it proposes to offer such New Securities.

(d)

By notification to the Company within twenty (20) days after the Offer Notice is given, each Eligible Investor may elect to purchase

or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals

the proportion that the Common Stock then held by such Eligible Investor (including all shares of Common Stock then issuable (directly

or indirectly) upon conversion and/or exercise, as applicable, of any “derivative” securities then held by such Eligible

Investor) bears to the total Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as applicable, of

all preferred stock and any other “derivative” securities then outstanding). The closing of any sale pursuant to this Section

4.15(d) shall occur on, or as close as reasonably practicable after the date of initial sale of New Securities pursuant to Section

4.15(d).

(e)

If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 4.15(d), the

Company may, during the ninety (90) day period following the expiration of the periods provided in Section 4.15(d), offer and sell the

remaining unsubscribed portion of such New Securities to any other Person or Persons, at a price not less than, and upon terms no more

favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the

New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right

provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the Eligible

Investors in accordance with this Section 4.15.

(f)

The right of participation set forth in this Section 4.15 shall not be applicable to (i) Exempt Issuances, (ii) the issuance of

Securities pursuant to this Agreement, including Warrant Shares, and (iii) a Listing Issuance.

(g)

The right of participation set forth in this Section 4.15 shall terminate with respect to any Purchaser who fails to purchase,

in any transaction subject to this Section 4.15, all of such Purchaser’s pro rata amount of the New Securities allocated

(or if less than such Purchaser’s pro rata amount is offered by the Company, such lesser amount so offered) to such Purchaser pursuant

to this Section 4.15. Following any such termination, such Purchaser shall no longer be deemed a Purchaser for any purpose of

this Section 4.15.

(h)

To the extent any transaction consummated pursuant to this Section 4.15 requires an amendment and/or restatement of all or any

portion of this Agreement to reflect the terms and conditions of the New Securities or other rights granted to the purchasers thereof

and such transaction shall have otherwise been approved in accordance with all applicable provisions of this Agreement, the Company shall

have the right to effectuate any such amendment and/or restatement, and the Company shall provide a copy of this Agreement, as so amended

and/or restated, to each Purchaser as promptly as possible following the time at which this Agreement, as so amended and/or restated,

is effectuated.

(i)

Notwithstanding any provision hereof to the contrary, in lieu of complying with the provisions of this Section 4.15, the Company

may elect to give notice to the Purchasers within thirty (30) days after the issuance of New Securities. Such notice shall describe the

type, price, and terms of the New Securities. Each Purchaser shall have twenty (20) days from the date notice is given to elect to purchase

up to the number of New Securities that would, if purchased by such Purchaser, maintain such Purchaser’s percentage ownership position,

calculated as set forth in Section 4.1(d) before giving effect to the issuance of such New Securities.

4.16

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

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

obligations under the Transaction Documents, including, without limitation, its obligation to issue the Shares and Warrant Shares pursuant

to the Transaction Documents, are except as provided in the Transaction Documents, unconditional and absolute and not subject to any

right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against

any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company.

4.17

Exercise Procedures. The form of Notice of Exercise included in the Warrants set forth the totality of the procedures required

of the Purchasers in order to exercise the Warrants. No additional legal opinion, other information or instructions shall be required

of the Purchasers to exercise their Warrants. Without limiting the preceding sentences, no ink-original Notice of Exercise shall be required,

nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required in order to

exercise the Warrants. The Company shall honor exercises of the Warrants and shall deliver Warrant Shares in accordance with the terms,

conditions and time periods set forth in the Transaction Documents.

4.18

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

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

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

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

ARTICLE

MISCELLANEOUS

5.1

Termination. This Agreement may be terminated (a) by written agreement of a Purchaser as to such Purchaser’s obligations

and the Company, or (b) by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on

the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated

on or before the fifth (5th) Trading Day following the date hereof; provided, however, that no such termination

will affect the right of any party to sue for any breach by any other party (or parties).

5.2

Fees and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and

expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the

negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees (including,

without limitation, any fees required for same-day processing of any instruction letter delivered by the Company), stamp taxes and other

taxes and duties levied in connection with the delivery of any Securities to the Purchasers.

5.3

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding

of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written,

with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

5.4

Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in

writing and shall be deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication is

delivered via email attachment at the email address as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New

York City time) on a Trading Day, with no rejection notice received, (b) the next Trading Day after the date of transmission, if such

notice or communication is delivered via email attachment at the email address as set forth on the signature pages attached hereto on

a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, with no rejection notice received, (c)

the second (2nd) Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service

or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications

shall be as set forth on the signature pages attached hereto.

5.5

Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument

signed, in the case of an amendment, by the Company and Purchasers which purchased at least 66 2/3% in interest of the Shares based on

the initial Subscription Amounts hereunder (or, prior to the Closing, the Company and each Purchaser) or, in the case of a waiver, by

the party against whom enforcement of any such waived provision is sought, provided that if any amendment, modification or waiver disproportionately

and adversely impacts a Purchaser (or group of Purchasers), the consent of such disproportionately impacted Purchaser (or group of Purchasers)

shall also be required. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed

to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement

hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.

Any proposed amendment or waiver that disproportionately, materially and adversely affects the rights and obligations of any Purchaser

relative to the comparable rights and obligations of the other Purchasers shall require the prior written consent of such adversely affected

Purchaser. Any amendment effected in accordance with this Section 5.5 shall be binding upon each Purchaser and holder of Securities

and the Company.

5.6

Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to

limit or affect any of the provisions hereof.

5.7

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and

permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent

of each Purchaser (other than by merger or by operation of law). Any Purchaser may assign any or all of its rights under this Agreement

to any Person to whom such Purchaser assigns or transfers any Securities in accordance with the terms of the Transaction Documents, other

than a Sanctioned Party, provided that permitted transferee agrees in writing to be bound, with respect to the transferred Securities,

by the provisions of the Transaction Documents that apply to the “Purchasers.”

5.8

No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors

and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise

set forth in Section 4.8 and this Section 5.8.

5.9

Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents

shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the

principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and

defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto

or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively

in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction

of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or

in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of

any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that

it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient

venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any

such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery)

to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and

sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process

in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction

Documents, then, in addition to the obligations of the Company under Section 4.8, the prevailing party in such Action or Proceeding

shall be reimbursed by the non-prevailing party for its reasonable and documented attorneys’ fees and other costs and expenses

incurred with the investigation, preparation and prosecution of such Action or Proceeding.

5.10

Survival. The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.

5.11

Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one

and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party,

it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by e-mail delivery

of a “.pdf” format data file (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic

Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com), such signature shall

create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and

effect as if such “.pdf” signature page were an original thereof.

5.12

Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to

be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall

remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially

reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated

by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would

have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared

invalid, illegal, void or unenforceable.

5.13

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions

of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction

Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may

rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election

in whole or in part without prejudice to its future actions and rights; provided, however, that, in the case of a rescission

of an exercise of a Warrant, the applicable Purchaser shall be required to return any shares of Common Stock subject to any such rescinded

exercise notice concurrently with the return to such Purchaser of the aggregate exercise price paid to the Company for such shares and

the restoration of such Purchaser’s right to acquire such shares pursuant to such Purchaser’s Warrant (including, issuance

of a replacement warrant certificate evidencing such restored right).

5.14

Replacement of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed,

the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation),

or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to

the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also

pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.

5.15

Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages,

each of the Purchasers and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that

monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction

Documents and hereby agree to waive and not to assert in any Action for specific performance of any such obligation the defense that

a remedy at law would be adequate.

5.16

Payment Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document

or a Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise

or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by

or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including,

without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such

restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect

as if such payment had not been made or such enforcement or setoff had not occurred.

5.17

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document

are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance

or non-performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any other

Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as

a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way

acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each

Purchaser shall be entitled to independently protect and enforce its rights including, without limitation, the rights arising out of

this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional

party in any Proceeding for such purpose. Each Purchaser has been represented by its own separate legal counsel in its review and negotiation

of the Transaction Documents. The Company has elected to provide all Purchasers with the same terms and Transaction Documents for the

convenience of the Company and not because it was required or requested to do so by any of the Purchasers. It is expressly understood

and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company and a Purchaser,

solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

5.18

Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required

or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business

Day.

5.19

Force Majeure. Neither Party shall be liable for delays or failures in performance of its obligations under this Agreement arising

out of or resulting from causes beyond its control. Such causes include, but are not restricted to, acts of God, acts of Government either

its sovereign or contractual capacity or public enemy or terrorist, civil strife, fire, flood, natural disaster, epidemic, pandemic,

quarantine restrictions, strikes, freight embargoes, severe weather or default of suppliers due to any of such causes.

5.20

Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise

the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against

the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each

and every reference to share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse

and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the

date of this Agreement.

5.21

WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY,

THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY,

IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

(Signature

Pages Follow)

WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized

signatories as of the date first indicated above.

MILESTONE

SCIENTIFIC INC.

Address

for Notice:

By:

Eric

Hines

Eric

Hines,

Milestone

Scientific Inc.

Chief Executive Officer

Eagle Rock Avenue

Suite

403

Roseland,

New Jersey 07068

Email:

Ehines@milestonescientific.com

With

a copy to (which shall not constitute notice):

Lawrence

M. Bell, Esq.

Tarter,

Krinsky & Drogin LLP

1350

Broadway

New

York, NY 10018

Lbell@tarterkrinsky.com

PURCHASERS:

The

Purchasers executing the Omnibus Signature Page in the form attached hereto as Addendum B and delivering the same to the Company

or its agents shall be deemed to have executed this Agreement and agreed to the terms hereof.

[REMAINDER

OF PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGE FOR PURCHASER FOLLOWS]

PURCHASER

SIGNATURE PAGE TO MILESTONE SCIENTIFIC INC. SECURITIES PURCHASE AGREEMENT

[Purchaser’s

signature to be provided by way of its execution of the Omnibus Signature Page to the (i) Securities Purchase Agreement and (ii) Registration

Rights Agreement.]

ADDENDUM

SCHEDULE

OF PURCHASERS

ADDENDUM

FORM

OF OMNIBUS SIGNATURE PAGE

EXHIBIT

ESCROW

AGREEMENT

EXHIBIT

FORM

OF LOCK-UP AGREEMENT

EXHIBIT

FORM

OF REGISTRATION RIGHTS AGREEMENT

EXHIBIT

FORM

OF COMMON STOCK WARRANT

EXHIBIT

FORM

OF ACCREDITED INVESTOR QUESTIONNAIRE

EX-10.2

Filename: ex10-2.htm · Sequence: 4

Exhibit

10.2

REGISTRATION

RIGHTS AGREEMENT

Registration

Rights Agreement (this “Agreement”) is made and entered into as of ____________,1 2026, by and among

Milestone Scientific Inc., a Delaware corporation (the “Company”), and the persons listed on the Schedule of Purchasers

attached to the Purchase Agreement (as defined below) (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

This

Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser

(the “Purchase Agreement”).

The

Company and each Purchaser hereby agree as follows:

1. Definitions.

Capitalized

terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the

Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

“Advice”

shall have the meaning set forth in Section 6(c).

“Effectiveness

Date” means, with respect to the Initial Registration Statement required to be filed hereunder, the 45th calendar

day following the Filing Date in the event of no review by the Commission (or, in the event of a limited or full review by the Commission,

the 90th calendar day following the Filing Date) and with respect to any additional Registration Statements which may be required pursuant

to Section 2(c) or Section 3(c), the 45th calendar day following the date on which an additional Registration Statement is required to

be filed hereunder if no review by the Commission (or, in the event of a limited or full review by the Commission, the 90th calendar

day following the date such additional Registration Statement is required to be filed hereunder); provided, however, that

in the event the Company is notified by the Commission that one or more of the above Registration Statements will not be reviewed or

is no longer subject to further review and comments, the Effectiveness Date as to such Registration Statement shall be the fifth (5th)

Trading Day following the date on which the Company is so notified if such date precedes the dates otherwise required above, provided,

further, if such Effectiveness Date falls on a day that is not a Trading Day, then the Effectiveness Date shall be the next succeeding

Trading Day.

“Effectiveness

Deadline Exceptions” means the Company shall not be deemed to have breached its obligation to obtain effectiveness by the Effectiveness

Date to the extent that any delay results from: (a) Any failure or delay by the Commission to review, clear, or declare effective the

Registration Statement, including: (i) issuance of comments, (ii) changes in Commission policy, or (iii) the Commission instructing the

Company not to request acceleration or to delay acceleration; (b) the Registration Statement cannot be declared effective because the

Company is not current under the Exchange Act due solely to a delay in the filing of its Form 10 K or Form 10 Q, provided the Company

is using commercially reasonable efforts to become current; (c) the Commission requires financial statements that have not yet become

due or available; (d) delays attributable to the failure of the Investors to timely furnish information required for inclusion in the

Registration Statement; (e) an effectiveness blackout due to MNPI, on the same terms as in clause (c) of the definition of Filing Deadline

Exceptions; and (f) any Force Majeure Event, including without limitation, to the extent the Company’s failure was caused by a

government shutdown resulting in the Commission’s inability to review or declare effective the Registration Statement.

This Agreement will reflect the Closing Date; not to be completed by Purchaser.

“Effectiveness

Period” shall have the meaning set forth in Section 2(a).

“Event”

shall have the meaning set forth in Section 2(d).

“Event

Date” shall have the meaning set forth in Section 2(d).

“Filing

Date” means, with respect to the Initial Registration Statement required hereunder, the 45th calendar day following

the last closing under the Purchase Agreement and, with respect to any additional Registration Statements which may be required pursuant

to Section 2(c) or Section 3(c), the earliest practicable date on which the Company is permitted by SEC Guidance to file

such additional Registration Statement related to the Registrable Securities.

“Filing

Deadline Exceptions” means delay to the extent is attributable to one or more of the following: (a) the Commission requests

that the Company submit any portion of the Registration Statement for pre filing review, furnishes written or oral guidance requiring

modification prior to filing, or otherwise instructs the Company to delay filing; (b) the Company has not yet filed with the Commission

any required audited or interim financial statements, and such statements are not available through no fault of the Company; (c) Filing

the Registration Statement would require disclosure of Material Non Public Information (“MNPI”) that (i) the Company is not

legally permitted to disclose, or (ii) the Company’s board of directors determines in good faith would be materially detrimental

to the Company if disclosed, provided that any such blackout shall not exceed 45 consecutive days or 75 days in the aggregate during

any 12 month period (d) the failure of any Holder to timely provide any required selling stockholder information, questionnaires, beneficial

ownership certification, or information reasonably requested under Regulation S K Items 507 or 508; (e) any Force Majeure Event, including

without limitation, to the extent the Company’s failure was caused by a government shutdown resulting in the Commission’s

inability to review or declare effective the Registration Statement.

“Holder”

or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.

“Indemnified

Party” shall have the meaning set forth in Section 5(c)

“Indemnifying

Party” shall have the meaning set forth in Section 5(c).

“Initial

Registration Statement” means the initial Registration Statement filed pursuant to this Agreement.

“Losses”

shall have the meaning set forth in Section 5(a).

“Plan

of Distribution” shall have the meaning set forth in Section 2(a).

“Prospectus”

means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information

previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated by the

Commission pursuant to the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the

offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to

the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference

in such Prospectus.

“Registrable

Securities” means, as of any date of determination, (a) all of the shares of Common Stock (“Shares”) then

issued pursuant to the Purchase Agreement, (b) all Warrant Shares then issued and issuable upon exercise of the Warrants (assuming on

such date the Warrants are exercised in full without regard to any exercise limitations therein), (c) any additional shares of Common

Stock issued and issuable in connection with any anti-dilution provisions in the Warrants (without giving effect to any limitations on

exercise set forth in the Warrants) and (d) any securities issued or then issuable upon any stock split, dividend or other distribution,

recapitalization or similar event with respect to the foregoing; provided, however, that any such Registrable Securities

shall cease to be Registrable Securities (and the Company shall not be required to maintain the effectiveness of any, or file another,

Registration Statement hereunder with respect thereto) for so long as (a) a Registration Statement with respect to the sale of such Registrable

Securities is declared effective by the Commission under the Securities Act and such Registrable Securities have been disposed of by

the Holder in accordance with such effective Registration Statement, (b) such Registrable Securities have been previously sold in accordance

with Rule 144, or (c) such securities become eligible for resale without volume or manner-of-sale restrictions and without current public

information pursuant to Rule 144, as reasonably determined by the Company, upon the advice of counsel to the Company.

“Registration

Statement” means any registration statement required to be filed hereunder pursuant to Section 2(a) and any additional

registration statements contemplated by Section 2(c) or Section 3(c), including (in each case) the Prospectus, amendments

and supplements to any such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto,

and all material incorporated by reference or deemed to be incorporated by reference in any such registration statement.

“Rule

415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted

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

as such Rule.

“Rule

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

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

as such Rule.

“Selling

Stockholder Questionnaire” shall have the meaning set forth in Section 3(a).

“SEC

Guidance” means (i) any publicly-available written or oral guidance of the Commission staff, or any comments, requirements

or requests of the Commission staff and (ii) the Securities Act.

2. Shelf Registration.

(a)

On or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale

of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on

a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-3 (except if the Company is not

then eligible to register for resale the Registrable Securities on Form S-3 or if the Company determines in good faith that its limited

availability to register shares under the rules for Form S-3, including applicable “baby shelf rules”, would make the use

of Form S-3 impracticable, in which case such registration shall be on another appropriate form in accordance herewith, subject to the

provisions of Section 2(d)) and shall contain (unless otherwise directed by at least 85% in interest of the Holders) substantially

the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder”

section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter”

without such Holder’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its commercially

reasonable efforts to cause a Registration Statement to be filed under this Agreement (including, without limitation, under Section

3(c)) to be declared effective under the Securities Act as promptly as practicable after the filing thereof, but in any event no

later than the applicable Effectiveness Date, and shall use its commercially reasonable efforts to keep such Registration Statement continuously

effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been

sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and

without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as reasonably

determined by the Company, upon the advice of counsel to the Company (the “Effectiveness Period”). The Company shall

request effectiveness of a Registration Statement as of 5:00 p.m. (New York City time) on a Trading Day. The Company shall promptly notify

the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that such Registration

Statement is declared effective. The Company shall, by 9:30 a.m. (New York City time) on the Trading Day after the effective date of

such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within

one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event

under Section 2(d).

(b)

Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the

Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single

registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts

to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities

permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities

as a secondary offering, subject to the provisions of Section 2(e) with respect to filing on Form S-3 or other appropriate form,

and subject to the provisions of Section 2(d) with respect to the payment of liquidated damages; provided, however, that

prior to filing such amendment, the Company shall be obligated to use reasonably diligent efforts to advocate with the Commission for

the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and

Disclosure Interpretation 612.09.

(c)

Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the

Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular

Registration Statement as a secondary offering (and notwithstanding that the Company used reasonably diligent efforts to advocate with

the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a

Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be

reduced as follows:

First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; and

ii)

Second, the Company shall reduce Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares

may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders).

the event of a cutback hereunder, the Company shall give the Holder at least two (2) Trading Days prior written notice along with the

calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with

the foregoing, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission

or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or

such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration

Statement, as amended.

(d)

If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration

Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company

shall be deemed to have not satisfied this clause (i)), subject to the Filing Deadline Exceptions, or (ii) the Company fails to file

with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission

pursuant to the Securities Act, within five (5) Trading Days of the date that the Company is notified (orally or in writing, whichever

is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review,

or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond

in writing to comments made by the Commission in respect of such Registration Statement within ten (10) calendar days after the receipt

of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared

effective, or (iv) a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the

Commission by the Effectiveness Date of the Initial Registration Statement, subject to the Effectiveness Deadline Exceptions, or (v)

after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective

as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus

therein to resell such Registrable Securities, for more than fifteen (15) consecutive calendar days or more than an aggregate of twenty

(20) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred

to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of

clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10)

calendar day period is exceeded, and for purpose of clause (v) the date on which such fifteen (15) or twenty (20) calendar day period,

as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may

have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable

Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in

cash, as partial liquidated damages and not as a penalty, equal to the product of 2.0% per month (or pro rata on account of any part

thereof) multiplied by the aggregate Subscription Amount paid by such Holder for the impacted Registrable Securities pursuant to the

Purchase Agreement. The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement, including

interest thereon, shall be 10.0%of the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement. If the Company

fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will

pay interest thereon at a rate of 12% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the

Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are

paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a

month prior to the cure of an Event.

(e)

If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, or if the Company determines in

good faith that its limited availability to register shares under the rules for Form S-3, including applicable “baby shelf rules”,

would make the use of Form S-3 impracticable, the Company shall (i) register the resale of the Registrable Securities on another appropriate

form and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available or if the Company determined

in good faith that its limited availability to register shares under the rules for Form S-3, including applicable “baby shelf rules”,

would make the use of Form S-3 impracticable, then as soon as its availability under such rules would not make use of Form S-3 impracticable,

provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration

Statement on Form S-3 or such other Form covering the Registrable Securities has been declared effective by the Commission.

(f)

Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate

of a Holder as an Underwriter without the prior written consent of such Holder.

(g)

Notwithstanding anything to the contrary contained herein, the Company shall not be deemed to have breached its obligation to file the

Registration Statement by the Filing Date or to have the Registration effective by the Effectiveness Date to the extent any delay results

from a Filing Deadline Exception or Effectiveness Deadline Exception, respectively. In the event of any Filing Deadline Exception or

Effectiveness Deadline Exception, the applicable Filing Date or Effectiveness Date shall be automatically extended for the duration of

the applicable delay, without the need for amendment to this Agreement. The Company shall promptly (and in any event within two (2) Business

Days) notify the Holders in writing of the commencement and expected duration of any permitted delay.

3. Registration Procedures. In connection with the Company’s registration obligations hereunder, the Company shall:

(a)

Not less than three (3) Trading Days prior to the filing of each Registration Statement and not less than one (1) Trading Day prior to

the filing of any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated or deemed

to be incorporated therein by reference), the Company shall (i) furnish to each Holder copies of all such documents proposed to be filed,

which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the review of such Holders,

and (ii) use commercially reasonable efforts to cause its officers and directors, counsel and independent registered public accountants

to respond to such inquiries as shall be necessary, in the reasonable opinion of respective counsel to each Holder, to conduct a reasonable

investigation within the meaning of the Securities Act. The Company shall not file a Registration Statement or any such Prospectus or

any amendments or supplements thereto to which the Holders of a majority of the Registrable Securities shall reasonably object in writing

in good faith, provided that, the Company is notified of such objection in writing no later than five (5) Trading Days after the Holders

have been so furnished copies of a Registration Statement or one (1) Trading Day after the Holders have been so furnished copies of any

related Prospectus or amendments or supplements thereto. Each Holder agrees to furnish to the Company a completed questionnaire in the

form attached to this Agreement as Annex C (a “Selling Stockholder Questionnaire”) on a date that is not less

than two (2) Trading Days prior to the Filing Date or by the end of the fourth (4th) Trading Day following the date on which such Holder

receives draft materials in accordance with this Section. The Company shall not be required to include any Registrable Securities in

the Registration Statement for any Holder that has not provided such Selling Stockholder Questionnaire.

(b)

(i) Prepare and file with the Commission such amendments, including post-effective amendments, to a Registration Statement and the Prospectus

used in connection therewith as may be necessary to keep a Registration Statement continuously effective as to the applicable Registrable

Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements in order to

register for resale under the Securities Act all of the Registrable Securities, (ii) cause the related Prospectus to be amended or supplemented

by any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented or amended, to be filed pursuant

to Rule 424, (iii) respond as promptly as reasonably practicable to any comments received from the Commission with respect to a Registration

Statement or any amendment thereto and provide as promptly as reasonably practicable to the Holders true and complete copies of all correspondence

from and to the Commission relating to a Registration Statement (provided that, the Company shall excise any information contained therein

which would constitute material non-public information regarding the Company or any of its Subsidiaries), and (iv) comply in all material

respects with the applicable provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable

Securities covered by a Registration Statement during the applicable period in accordance (subject to the terms of this Agreement) with

the intended methods of disposition by the Holders thereof set forth in such Registration Statement as so amended or in such Prospectus

as so supplemented.

(c)

If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock

then registered in a Registration Statement, then the Company shall file as soon as reasonably practicable, but in any case prior to

the applicable Filing Date, an additional Registration Statement covering the resale by the Holders of not less than the number of such

Registrable Securities.

(d)

Notify the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof,

be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably

practicable (and, in the case of (i)(A) below, not less than one(1) Trading Day prior to such filing) and (if requested by any such Person)

confirm such notice in writing no later than one (1) Trading Day following the day (i)(A) when a Prospectus or any Prospectus supplement

or post-effective amendment to a Registration Statement is proposed to be filed, (B) when the Commission notifies the Company whether

there will be a “review” of such Registration Statement and whenever the Commission comments in writing on such Registration

Statement, and (C) with respect to a Registration Statement or any post-effective amendment, when the same has become effective, (ii)

of any request by the Commission or any other federal or state governmental authority for amendments or supplements to a Registration

Statement or Prospectus or for additional information, (iii) of the issuance by the Commission or any other federal or state governmental

authority of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities

or the initiation of any Proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension

of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation

or threatening of any Proceeding for such purpose, (v) of the occurrence of any event or passage of time that makes the financial statements

included in a Registration Statement ineligible for inclusion therein or any statement made in a Registration Statement or Prospectus

or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions

to a Registration Statement, Prospectus or other documents so that, in the case of a Registration Statement or the Prospectus, as the

case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein

or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (vi) of the

occurrence or existence of any pending corporate development with respect to the Company that the Company believes may be material and

that, in the determination of the Company, makes it not in the best interest of the Company to allow continued availability of a Registration

Statement or Prospectus; provided, however, that in no event shall any such notice contain any information which would

constitute material, non-public information regarding the Company or any of its Subsidiaries.

(e)

Use its commercially reasonable efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order stopping or suspending

the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of

the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.

(f)

If requested by a Holder, furnish to such Holder, without charge, at least one conformed copy of each such Registration Statement and

each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein

by reference to the extent requested by such Person, and all exhibits to the extent requested by such Person (including those previously

furnished or incorporated by reference) promptly after the filing of such documents with the Commission, provided that any such item

which is available on the EDGAR system (or successor thereto) need not be furnished in physical form.

(g)

Subject to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto

by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and

any amendment or supplement thereto, except after the giving of any notice pursuant to Section 3(d).

(h)

Prior to any resale of Registrable Securities by a Holder, use its commercially reasonable efforts to register or qualify or cooperate

with the selling Holders in connection with the registration or qualification (or exemption from the registration or qualification) of

such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within the United

States as any Holder reasonably requests in writing, to keep each registration or qualification (or exemption therefrom) effective during

the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions

of the Registrable Securities covered by each Registration Statement, provided that the Company shall not be required to qualify generally

to do business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any such jurisdiction

where it is not then so subject or file a general consent to service of process in any such jurisdiction.

(i)

If requested by a Holder, cooperate with such Holder to facilitate the timely preparation and delivery of certificates representing Registrable

Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free, to the extent permitted

by the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered

in such names as any such Holder may reasonably request.

(j)

Upon the occurrence of any event contemplated by Section 3(d), as promptly as reasonably practicable under the circumstances taking

into account the Company’s good faith assessment of any adverse consequences to the Company and its stockholders of the premature

disclosure of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration Statement or a supplement

to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required

document so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will contain an untrue statement of a

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

the circumstances under which they were made, not misleading. If the Company notifies the Holders in accordance with clauses (iii) through

(vi) of Section 3(d) above to suspend the use of any Prospectus until the requisite changes to such Prospectus have been made, then the

Holders shall suspend use of such Prospectus. The Company will use its commercially reasonable efforts to ensure that the use of the

Prospectus may be resumed as promptly as is practicable. The Company shall be entitled to exercise its right under this Section 3(j)

to suspend the availability of a Registration Statement and Prospectus, subject to the payment of partial liquidated damages otherwise

required pursuant to Section 2(d), for a period not to exceed 60 calendar days (which need not be consecutive days) in any 12-month period.

(k)

Otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission under the Securities

Act and the Exchange Act, including, without limitation, Rule 172 under the Securities Act, file any final Prospectus, including any

supplement or amendment thereof, with the Commission pursuant to Rule 424 under the Securities Act, promptly inform the Holders in writing

if, at any time during the Effectiveness Period, the Company does not satisfy the conditions specified in Rule 172 and, as a result thereof,

the Holders are required to deliver a Prospectus in connection with any disposition of Registrable Securities and take such other actions

as may be reasonably necessary to facilitate the registration of the Registrable Securities hereunder.

(l)

The Company shall use its commercially reasonable efforts to maintain eligibility for use of Form S-3 (or any successor form thereto)

for the registration of the resale of Registrable Securities.

(m)

The Company may require each selling Holder to furnish to the Company a certified statement as to the number of shares of Common Stock

beneficially owned by such Holder and, if required by the Commission, the natural persons thereof that have voting and dispositive control

over the shares. During any periods that the Company is unable to meet its obligations hereunder with respect to the registration of

the Registrable Securities solely because any Holder fails to furnish such information within three Trading Days of the Company’s

request or fails to furnish a completed Selling Stockholder Questionnaire within the time period set forth in Section 3(a) above,

any liquidated damages that are accruing at such time as to such Holder only shall be tolled and any Event that may otherwise occur solely

because of such delay shall be suspended as to such Holder only, until such information is delivered to the Company.

Registration Expenses. All fees and expenses incident to the performance of, or compliance with, this Agreement by the Company

shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses

referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation,

fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with

the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for

trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including,

without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the

Registrable Securities), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities),

(iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability

insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection

with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its

internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without

limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual

audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required

hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent

provided for in the Transaction Documents, any legal fees or other costs of the Holders.

5. Indemnification.

(a)

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless

each Holder, the officers, directors, members, partners, agents, brokers (including brokers who offer and sell Registrable Securities

as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees

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

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

20 of the Exchange Act) and the officers, directors, members, stockholders, partners, agents and employees (and any other Persons with

a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such

controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities,

costs (including, without limitation, actual, reasonable and documented attorneys’ fees) and expenses (collectively, “Losses”),

as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration

Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising

out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements

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

or (2) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any

rule or regulation thereunder, in connection with the performance of its obligations under this Agreement, except to the extent, but

only to the extent, that (i) such untrue statements or omissions are based solely upon information regarding such Holder furnished in

writing to the Company by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such

Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder

expressly for use in a Registration Statement, such Prospectus or in any amendment or supplement thereto (it being understood that the

Holder has approved Annex A and Annex B hereto for this purpose) or (ii) in the case of an occurrence of an event of the

type specified in Section 3(d)(iii)-(vi), the use by such Holder of an outdated, defective or otherwise unavailable Prospectus

after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by

such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(c). The Company shall notify the Holders

promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by

this Agreement of which the Company is aware. Such indemnity shall remain in full force and effect regardless of any investigation made

by or on behalf of such indemnified person and shall survive the transfer of any Registrable Securities by any of the Holders in accordance

with Section 6(f).

(b)

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors,

officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section

20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted

by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: any untrue or alleged

untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto

or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be

stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances

under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained

in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such

Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s information provided in

the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly

approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex

A and Annex B hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability

of a selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection

with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason

of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration

Statement giving rise to such indemnification obligation.

(c)

Conduct of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity

hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is

sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense

thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all actual, reasonable

and documented fees and expenses incurred in connection with defense thereof, provided that the failure of any Indemnified Party to give

such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only)

to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal

or further review) that such failure shall have materially and adversely prejudiced the Indemnifying Party.

Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but

the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party

has agreed in writing to pay such fees and expenses, (2) the Indemnifying Party shall have failed promptly to assume the defense of such

Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding, or (3) the named parties to

any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and counsel to

the Indemnified Party shall reasonably believe that a material conflict of interest is likely to exist if the same counsel were to represent

such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing

that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to

assume the defense thereof and the reasonable fees and expenses of no more than one separate counsel shall be at the expense of the Indemnifying

Party). The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which

consent shall not be unreasonably withheld or delayed. No Indemnifying Party shall, without the prior written consent of the Indemnified

Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes

an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding.

Subject

to the terms of this Agreement, all actual, reasonable and documented fees and expenses of the Indemnified Party (including actual, reasonable

and documented fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a

manner not inconsistent with this Section) shall be paid to the Indemnified Party, as incurred, within ten Trading Days of written notice

thereof to the Indemnifying Party, provided that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion

of such fees and expenses applicable to such actions for which such Indemnified Party is finally determined by a court of competent jurisdiction

(which determination is not subject to appeal or further review) not to be entitled to indemnification hereunder.

(d)

Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient

to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by

such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified

Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations.

The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether

any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material

fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’

relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount

paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement,

any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such

party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such

party in accordance with its terms.

The

parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by

pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in

the immediately preceding paragraph. In no event shall the contribution obligation of a Holder of Registrable Securities be greater in

amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this

Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue or alleged untrue

statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution

obligation.

The

indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have

to the Indemnified Parties.

6. Miscellaneous.

(a)

Remedies. In the event of a breach by the Company or by a Holder of any of their respective obligations under this Agreement,

each Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement,

including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. Each of the Company and

each Holder agrees that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it

of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect

of such breach, it shall not assert or shall waive the defense that a remedy at law would be adequate.

(b)

Prohibition on Filing Other Registration Statements. The Company shall not file any other registration statements until all Registrable

Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section

6(b) shall not prohibit the Company from filing (i) amendments to registration statements filed prior to the date of this Agreement

so long as no new securities are registered on any such existing registration statements and (ii) registration statements on Form S-8

and amendments thereto related to its equity incentive plans.

(c)

Discontinued Disposition. By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from

the Company of the occurrence of any event of the kind described in Section 3(d)(iii) through (vi), such Holder will forthwith

discontinue disposition of such Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”)

by the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company will

use its commercially reasonable efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable.

(d)

Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified

or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing

and signed by the Company and the Holders of a majority or more of the then outstanding Registrable Securities (for purposes of clarification,

this includes any Registrable Securities issuable upon exercise or conversion of any security), provided that, if any amendment, modification

or waiver disproportionately and adversely impacts a Holder (or group of Holders), the consent of such disproportionately impacted Holder

(or group of Holders) shall be required. If a Registration Statement does not register all of the Registrable Securities pursuant to

a waiver or amendment done in compliance with the previous sentence, then the number of Registrable Securities to be registered for each

Holder shall be reduced pro rata among all Holders and each Holder shall have the right to designate which of its Registrable Securities

shall be omitted from such Registration Statement. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof

with respect to a matter that relates exclusively to the rights of a Holder or some Holders and that does not directly or indirectly

affect the rights of other Holders may be given only by such Holder or Holders of all of the Registrable Securities to which such waiver

or consent relates; provided, however, that the provisions of this sentence may not be amended, modified, or supplemented

except in accordance with the provisions of the first sentence of this Section 6(d). No consideration shall be offered or paid

to any Person to amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration also is

offered to all of the parties to this Agreement.

(e)

Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered

as set forth in the Purchase Agreement.

(f)

Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns

of each of the parties and shall inure to the benefit of each Holder. The Company may not assign (except by merger) its rights or obligations

hereunder without the prior written consent of Holders of a majority of the Registrable Securities, not to be unreasonably withheld.

Each Holder may assign their respective rights hereunder in the manner and to the Persons as permitted under Section 5.7 of the

Purchase Agreement.

(g)

No Inconsistent Agreements. Neither the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall the

Company or any of its Subsidiaries, on or after the date of this Agreement, enter into any agreement with respect to its securities,

that would have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions

hereof; provided, that it is understood and agreed that the grant of additional registration rights substantially similar to the rights

granted to the Holders in this Agreement would not automatically impair the rights granted to Holders in this Agreement. Neither the

Company nor any of its Subsidiaries has previously entered into any agreement granting any registration rights with respect to any of

its securities to any Person that have not lapsed or been satisfied in full.

(h)

Execution and Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall

be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to

the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered

by facsimile transmission or by e-mail delivery of a “.pdf” format data file or any electronic signature complying with the

U.S. federal ESIGN Act of 2000 (e.g., www.docusign.com), such signature shall create a valid and binding obligation of

the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf’

signature page were an original thereof.

(i)

Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be

determined in accordance with the provisions of the Purchase Agreement.

(j)

Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any other remedies provided by law.

(k)

Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to

be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall

remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially

reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated

by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would

have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared

invalid, illegal, void or unenforceable.

(l)

Headings. The headings in this Agreement are for convenience only, do not constitute a part of the Agreement and shall not be

deemed to limit or affect any of the provisions hereof.

(m)

Force Majeure. The Company shall not be liable for delays or failures in performance of its obligations under this Agreement arising

out of or resulting from causes beyond its control. Such causes include, but are not restricted to, acts of God, acts of Government either

in its sovereign or contractual capacity (including government shutdowns) or public enemy or terrorist, civil strife, fire, flood, natural

disaster, epidemic, pandemic, quarantine restrictions, strikes, freight embargoes, severe weather or default of suppliers due to any

of such causes (“Force Majeure Event”).

(n)

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not joint

with the obligations of any other Holder hereunder, and no Holder shall be responsible in any way for the performance of the obligations

of any other Holder hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and no action

taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture

or any other kind of group or entity, or create a presumption that the Holders are in any way acting in concert or as a group or entity

with respect to such obligations or the transactions contemplated by this Agreement or any other matters, and the Company acknowledges

that the Holders are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations

or transactions. Each Holder shall be entitled to protect and enforce its rights, including without limitation the rights arising out

of this Agreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such

purpose. The use of a single agreement with respect to the obligations of the Company contained was solely in the control of the Company,

not the action or decision of any Holder, and was done solely for the convenience of the Company and not because it was required or requested

to do so by any Holder. It is expressly understood and agreed that each provision contained in this Agreement is between the Company

and a Holder, solely, and not between the Company and the Holders collectively and not between and among Holders.

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

(Signature

Pages Follow)

WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

MILESTONE

SCIENTIFIC INC.

By:

Name:

Eric

Hines

Title:

President

& CEO

[SIGNATURE

PAGE OF HOLDERS FOLLOWS]

[Purchaser’s

signature to be provided by way of its execution of the Omnibus Signature Page to the (i) Securities Purchase Agreement and (ii) Registration

Rights Agreement.]

Annex

Plan

of Distribution

Each

Selling Stockholder (the “Selling Stockholders”) of the securities and any of their pledgees, assignees and successors-in-interest

may, from time to time, sell any or all of their securities covered hereby on the NYSE American or any other stock exchange, market or

trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling

Stockholder may use any one or more of the following methods when selling securities:

●

ordinary

brokerage transactions and transactions in which the broker-dealer solicits purchasers;

●

block

trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block

as principal to facilitate the transaction;

●

purchases

by a broker-dealer as principal and resale by the broker-dealer for its account;

●

exchange distribution in accordance with the rules of the applicable exchange;

●

privately

negotiated transactions;

●

settlement

of short sales;

●

transactions through broker-dealers that agree with the Selling Stockholders to sell a specified number of such securities at a stipulated

price per security;

●

through

the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

●

combination of any such methods of sale; or

●

any

other method permitted pursuant to applicable law.

The

Selling Stockholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act of 1933,

as amended (the “Securities Act”), if available, rather than under this prospectus.

Broker-dealers

engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions

or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser)

in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in

excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or

markdown in compliance with FINRA Rule 2121.

connection with the sale of the securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers

or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they

assume. The Selling Stockholders may also sell securities short and deliver these securities to close out their short positions, or loan

or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option

or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the

delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer

or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The

Selling Stockholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters”

within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers

or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts

under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding,

directly or indirectly, with any person to distribute the securities.

The

Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company

has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under

the Securities Act.

agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Stockholders

without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for

the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar

effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule

of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable

state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered

or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is

complied with.

Under

applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously

engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M,

prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the

Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the

common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders

and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including

by compliance with Rule 172 under the Securities Act).

Annex

SELLING

SHAREHOLDERS

The

common stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to

the selling shareholders, upon exercise of the warrants. For additional information regarding the issuances of those shares of common

stock and warrants, see “Private Placement of Shares of Common Stock and Warrants” above. We are registering the shares of

common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of

the shares of common stock and the warrants, the selling shareholders have not had any material relationship with us within the past

three years.

The

table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by

each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder,

based on its ownership of the shares of common stock and warrants, as of [●], 20__, assuming exercise of the warrants held by the

selling shareholders on that date, without regard to any limitations on exercises.

The

third column lists the shares of common stock being offered by this prospectus by the selling shareholders.

accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale

of the sum of (i) the number of shares of common stock issued to the selling shareholders in the “Private Placement of Shares of

Common Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon exercise of the

related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date

this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of

determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the

exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this

prospectus.

Under

the terms of the warrants, a selling shareholder may not exercise any such warrants to the extent such exercise would cause (i) such

selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which

would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such

determination shares of common stock issuable upon exercise of such warrants which have not been exercised or (ii) the aggregate number

of shares of common stock which the Company may issue (A) pursuant to the terms of the Purchase Agreement and (ii) upon exercise of all

of the warrants to violate the rules or regulations of the Trading Market. The number of shares in the second and fourth columns do not

reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.”

Name

of Selling

Shareholder

Number

of shares

Common Stock

Owned

Prior to

Offering

Maximum

Number of

of Common

Stock

to be Sold

Pursuant

to this

Prospectus

Number

of shares of

Common

Stock

Owned

After Offering

Annex

Selling

Stockholder Notice and Questionnaire

The

undersigned beneficial owner of common stock (the “Registrable Securities”) of Milestone Scientific Inc., a Delaware

corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange

Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration

and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities,

in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this

document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth

below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement.

Certain

legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly,

holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences

of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

NOTICE

The

undersigned beneficial owner (the “Selling Stockholder”) of Registrable Securities hereby elects to include the Registrable

Securities owned by it in the Registration Statement.

The

undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate:

QUESTIONNAIRE

Name.

(a)

Full

Legal Name of Selling Stockholder

(b)

Full

Legal Name of Registered Holder (if not the same as (a) above) through which

Registrable

Securities are held: ____________________________________________________________

(c)

Full

Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has power to vote

or dispose of the securities covered by this Questionnaire):

Address

for Notices to Selling Stockholder:

Telephone:

Fax:

Contact

Person:

Broker-Dealer

Status:

(a)

Are

you a broker-dealer?

Yes

☐ No ☐

(b)

If “yes” to Section 3(a), did you receive

your Registrable Securities as compensation for investment banking services to the Company?

Yes

☐ No ☐

Note:

If “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter

in the Registration Statement.

(c)

Are

you an affiliate of a broker-dealer?

Yes

☐ No ☐

(d)

you are an affiliate of a broker-dealer, do you certify that you purchased the Registrable Securities in the ordinary course of business,

and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly,

with any person to distribute the Registrable Securities?

Yes

☐ No ☐

Note:

If “no” to Section 3(d), the Commission’s staff has indicated that you should be identified as an underwriter

in the Registration Statement.

Beneficial

Ownership of Securities of the Company Owned by the Selling Stockholder.

Except

as set forth below in this Item 4, the undersigned is not the beneficial or registered owner of any securities of the Company other than

the securities issuable pursuant to the Purchase Agreement.

Type

and Amount of other securities beneficially owned by the Selling Stockholder:

Relationships

with the Company:

Except

as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5%

of more of the equity securities of the undersigned) has held any position or office or has had any other material relationship with

the Company (or its predecessors or affiliates) during the past three years.

State

any exceptions here:

Plan

of Distribution and Selling Stockholders:

The

undersigned has reviewed the form of Plan of Distribution and form of Selling Stockholders section attached as Annex A and Annex B, respectively,

to the Registration Rights Agreement, and hereby confirms that, except as set forth below, the information contained therein regarding

the undersigned and its plan of distribution is correct and complete.

State

any exceptions here:

The

undersigned agrees to promptly notify the Company of any material inaccuracies or changes in the information provided herein that may

occur subsequent to the date hereof at any time while the Registration Statement remains effective; provided, that the undersigned shall

not be required to notify the Company of any changes to the number of securities held or owned by the undersigned or its affiliates.

signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 6 and

the inclusion of such information in the Registration Statement and the related prospectus and any amendments or supplements thereto.

The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment

of the Registration Statement and the related prospectus and any amendments or supplements thereto.

signing below, the undersigned acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions

of the Exchange Act and the rules and regulations thereunder, particularly Regulation M in connection with any offering of Registrable

Securities pursuant to the Registration Statement. The undersigned also acknowledges that it understands that the answers to this Notice

and Questionnaire are furnished for use in connection with registration statements filed pursuant to the Registration Rights Agreement

and any amendments or supplements thereto filed with the SEC pursuant to the Securities Act. The undersigned confirms that, to the best

of his/her knowledge and belief, the foregoing answers to this Notice and Questionnaire are correct.

WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either

in person or by its duly authorized agent.

Date:

Beneficial

Owner:

By:

Name:

Title:

PLEASE

EMAIL A .PDF COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE TO:

Milestone

Scientific Inc.

425

Eagle Rock Road, Ste 403

Roseland,

New Jersey 07068

Attention:

Chief Executive Officer

Email:

EHines@milestonescientific.com

EX-10.3

Filename: ex10-3.htm · Sequence: 5

Exhibit

10.3

FORM

OF LOCK-UP AGREEMENT

March

[ ], 2026

Milestone

Scientific Inc.

425

Eagle Rock Road, Ste 403

Roseland,

NJ 07068

Re: Private

Placement by Milestone Scientific, Inc.

Ladies

and Gentlemen:

The

undersigned understands that Milestone Scientific, Inc. (the “Company”) proposes to make a private offering (the “Offering”)

of its shares and warrants.

The

undersigned irrevocably agrees with the Company that, from the date hereof until 365 days following the completion of the Company’s

Offering (such period, the “Restriction Period”) the undersigned will not offer, sell, contract to sell, hypothecate,

pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the

disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned

or any affiliate of the undersigned), directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease

a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), with respect to, any common shares of the Company or securities convertible, exchangeable or exercisable into, common

shares of the Company beneficially owned, held or hereafter acquired by the undersigned (the “Securities”). Beneficial

ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. The undersigned also agrees and consents to the entry

of stop transfer instructions with the Company’s transfer agent and registrar relating to the transfer of the undersigned’s

shares of Common Stock except in compliance with this letter agreement. The Company may consent to an early release from the Restriction

Period if, in its sole and absolute discretion, the market for the Securities would not be adversely impacted by sales and in cases of

financial emergency; provided, however, that if the Company grants an early release to, or otherwise waives or terminates the

restrictions applicable to other shareholders of the Company who are executing lock-up agreements in form and substance analogous to

this letter agreement in connection with the Offering such release, waiver or termination shall apply to the undersigned on identical

terms and conditions on a “most favored party” basis.

Notwithstanding

the foregoing, and subject to the conditions below, the undersigned may transfer the Securities provided that (1) the Company receives

a signed lock-up letter agreement (in the form of this letter agreement) for the balance of the Restriction Period from each donee, trustee,

distributee, or transferee, as the case may be, prior to such transfer, (2) any such transfer shall not involve a disposition for value,

(3) such transfer is not required to be reported with the Securities and Exchange Commission in accordance with the Exchange Act and

no report of such transfer shall be made voluntarily, and (4) neither the undersigned nor any donee, trustee, distributee or transferee,

as the case may be, otherwise voluntarily effects any public filing or report regarding such transfers, with respect to transfer:

a bona fide gift or gifts;

ii)

any immediate family member or to any trust for the direct or indirect benefit of the undersigned or the immediate family of the

undersigned (for purposes of this letter agreement, “immediate family” shall mean any relationship by blood, marriage

or adoption, not more remote than first cousin);

iii)

any corporation, partnership, limited liability company, or other business entity all of the equity holders of which consist of the

undersigned and/or the immediate family of the undersigned;

iv)

the undersigned is a corporation, partnership, limited liability company, trust or other business entity (a) to another corporation,

partnership, limited liability company, trust or other business entity that is an Affiliate of the undersigned or (b) in the form

of a distribution to limited partners, limited liability company members or stockholders of the undersigned;

the undersigned is a trust, to the beneficiary of such trust; or

vi)

will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate

family of the undersigned.

addition, notwithstanding the foregoing, this letter agreement shall not restrict the delivery of common shares to the undersigned upon

(i) exercise any options granted under any employee benefit plan of the Company; provided that any common shares or Securities acquired

in connection with any such exercise will be subject to the restrictions set forth in this letter agreement, or (ii) the exercise of

warrants; provided that such common shares delivered to the undersigned in connection with such exercise are subject to the restrictions

set forth in this letter agreement.

The

undersigned acknowledges that the execution, delivery and performance of this letter agreement is a material inducement to the Company

to conduct the Offering and the Company shall be entitled to specific performance of the undersigned’s obligations hereunder. The

undersigned hereby represents that the undersigned has the power and authority to execute, deliver and perform this letter agreement,

that the undersigned has received adequate consideration therefor and that the undersigned will indirectly benefit from the closing of

the Offering.

This

letter agreement may not be amended or otherwise modified in any respect without the written consent of each of the Company and the undersigned.

This letter agreement shall be construed and enforced in accordance with the laws of the State of New York without regard to the principles

of conflict of laws. The undersigned hereby irrevocably submits to the exclusive jurisdiction of the United States District Court sitting

in the Southern District of New York and the courts of the State of New York located in Manhattan, for the purposes of any suit, action

or proceeding arising out of or relating to this letter agreement, and hereby waives, and agrees not to assert in any such suit, action

or proceeding, any claim that (i) it is not personally subject to the jurisdiction of such court, (ii) the suit, action or proceeding

is brought in an inconvenient forum, or (iii) the venue of the suit, action or proceeding is in any way any right to serve process in

any manner permitted by law. The undersigned agrees and understands that no issuance or sale of the Securities is created or intended

by virtue of this letter agreement.

This

letter agreement shall be binding on successors and assigns of the undersigned with respect to the Securities and any such successor

or assign shall enter into a similar agreement for the benefit of the Company.

This

letter agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for

the benefit of, nor may any provisions hereof be enforced by, any other Person.

***

SIGNATURE PAGE FOLLOWS***

This

letter agreement may be executed in two or more counterparts, all of which when taken together may be considered one and the same agreement.

Signature

Name

Position

in Company, if any

Address

for Notice:

Number

of Common Shares

Number

of Common Shares underlying subject to warrants, options, debentures or other convertible securities

signing below, the Company agrees to enforce the restrictions on transfer set forth in this letter agreement.

Milestone

Scientific, Inc.

By:

Name:

Title:

EX-10.4

Filename: ex10-4.htm · Sequence: 6

Exhibit

10.4

THIS

NOTE AND THE SECURITIES ISSUABLE UPON PAYMENT OR CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED

(THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED,

HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION

OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE

PERIOD OF TIME.

MILESTONE

SCIENTIFIC INC.

AMENDED

AND RESTATED PROMISSORY NOTE

Roseland,

New Jersey

$[_____________]

April

20, 2026

This

Amended and Restated Promissory Note (this “Note”) is one of a series of Amended and Restated Promissory Notes

of the Company (collectively, the “Notes”), amending and restating the Promissory Notes dated April 8, 2025

(the “Original Issue Date”) made and delivered by Milestone Scientific Inc., a Delaware corporation (the “Company”),

in the aggregate principal amount of $800,000, identical in all respects except as to the names of the holders and principal amounts

thereof. This Note, originally issued in the principal amount of $[___________], is being re-issued, solely to reflect that the outstanding

principal balance of a portion of this Note and interest thereon has been converted into securities of the Company, and the portion of

this Note not so converted into securities of the Company continutes to be outstanding and bearing interest from and after the Original

Issue Date. Without limiting the foregoing, all payments of interest and principal shall be made pro rata among all holders of Notes

based on the entire principal amount of and accrued interest then outstanding on each of the Notes (the “Outstanding Balance”).

All payments shall be applied first to accrued interest, and thereafter to principal.

For

value received, the Company hereby promises to pay to the order of [_____________] or assigns (the “Holder”)

on or before the Maturity Date (as defined below), unless earlier paid or converted pursuant to the terms hereof, the principal sum of

$[___________], or such lesser amount as may at the maturity hereof, whether by acceleration or otherwise, be the aggregate unpaid principal

amount under this Note, together with interest (computed on the basis of a 360 day year) from the date hereof on the unpaid balance of

such principal amount from time to time outstanding at the rate set forth below until paid in full or converted as provided herein.

1. Interest.

Interest shall accrue on the outstanding principal amount from and after the Original Issue Date and be paid not less frequently than

on each annual anniversary of the date hereof. The rate per annum at which interest shall accrue under this Note shall be equal to 2.50%

less than the “Prime Rate” until paid in full, compounded annually; provided, that in no event shall the interest rate be

less than the lesser of (i) the minimum rate of interest required in order to avoid the imputation of interest for federal income tax

purposes and (ii) zero percent (0%); and provided, further, that any part of the principal amount of this Note which shall not be paid

when due (whether at the stated maturity, by acceleration or otherwise) shall thereafter bear interest at a rate per annum equal to 2.50%

above the “Prime Rate” until paid in full, compounded annually (the “Default Rate”). “Prime

Rate” shall mean the greater of (a) the prime lending rate of Citibank, N.A. from time to time in effect in New York, New

York and publicly announced to be such by such bank , and (b) zero percent (0%). Any change in the rate resulting from a change in the

Prime Rate will become effective on the day on which each change in the Prime Rate is announced by such bank.

2. Maturity

Date. All outstanding and unpaid principal, together with any then unpaid and accrued interest and other amounts payable hereunder,

shall be due and payable on the earliest of (the “Maturity Date”): (i) April 9, 2028, (ii) the occurrence of

a “Liquidation Event” (as defined below), (iii) when, upon the occurrence and during the continuance of an

Event of Default under Section 10 hereof, such amounts are declared due and payable by Holder or made automatically due and payable,

in each case, in accordance with the terms hereof, and (iv) immediately prior to the date on which the Company ceases to become subject

to the periodic reporting requirements of Section 12(g) or 15(d) of the Securities Exchange Act of 1933, as amended, unless the maturity

is otherwise accelerated by the Company as set forth herein.

3. Payment.

All payments of interest and principal shall be made to the Holder in lawful, immediately available money of the United States of America

at the principal office of the Holder or such other place as the Holder may from time to time designate in writing to the Company and/or

in shares of Common Stock of the Company, as determined in the sole discretion of the Company; provided that if (i) on the Maturity Date

the Company shall be subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Securities Exchange Act of 1933,

as amended, and (ii) the Holder shall be or have been an “Affiliate” of the Company (as defined in Rule 405 promulgated under

the Securities Act of 1933, as amended (the “Securities Act”), within ninety (90) days immediately before the

Maturity Date, the Holder may require, as a condition to receipt of payment in shares of Common Stock (“Shares”),

of the Company, that there must be adequate current information about the Company publicly available within the meaning of Rule 144(c)

promulgated under the Securities Act.

shall be valued (the “Fair Value”) at the average reported closing price of the Common Stock on the NYSEAmerican

stock exchange, or such other market or exchange on which such shares are then traded, during the fifteen (15) trading days ending two

(2) trading days preceding the Maturity Date, and issued free and clear of any liens, claims, encumbrances or security interests, as

restricted stock within the meading of Rule 144 promulgated under the Securities Act; provided, that the Fair Value of Shares determined

within thirty (30) days of a Financing with total cumulative proceeds to the Company since the Original Issue Date of not less than $4,000,000

(including the conversion of the Notes or other debt), or the sale of Equity Securities (defined below) by the Company to investors (the

“Investors”) on or before the Maturity Date in an equity financing, whether or not registered under the Securities

Act, that woud be a “Financing” but for the total proceeds being less than $4,000,000 (a “Small Financing”),

shall be equal to the price per share paid by the Investors in such Financing or Small Financing, as applicable; and, provided, further,

that the Fair Value of a Share shall not be less than $0.50 per Share and the total number of Shares issued in payment of all of the

Notes shall not equal or exceed twenty percent (20%) of the issued and outstanding shares of the Company.

All

payments hereunder shall be made by the Company without withholding or deduction of any tax or other charge unless otherwise required

by law. Whenever any payment to be made hereunder shall be due on a Saturday, Sunday or a public holiday under the laws of the State

of New York or Connecticut, such payment may be made on the next succeeding business day, and such extension of time shall in such case

be included in the computation of payment of interest due. All payments received by the Holder hereunder will, subject to Section 14,

be applied first to costs of collection, if any, then to accrued interest and the balance to principal.

The

Company may at any time prepay this Note in whole or in part, in cash or Shares at Fair Value, without premium or penalty, each such

prepayment to be accompanied by the payment of accrued interest to the date of each prepayment on the amount of the principal amount

prepaid.

4. Ranking

of Note. The indebtedness evidenced by this Note is hereby expressly subordinated, to the extent and in the manner hereinafter set

forth, in right of payment to the prior payment in full of all the Company’s Senior Indebtedness; it being understood, however,

that no such subordination nor anything else set forth in this Section 4 shall prohibit the payment of this Note in Shares as provided

in Section 3. “Senior Indebtedness” shall mean (i) all obligations, whether outstanding on the date hereof

or hereafter created, of the Company to any one or more banks, savings and loan associations, trust companies, insurance companies, leasing

or finance companies or other lending companies, which is for money borrowed by the Company or a subsidiary of the Company, whether or

not secured, whether for principal, interest (including without limitation, interest accruing after the filing of a petition initiating

any proceeding in bankruptcy), premium (if any), fees, expenses or otherwise, (ii) purchase money financing or other trade indebtedness

of the Company for inventory or equipment purchased and used in the Company’s business, and (iii) any amendments, modifications,

extensions, renewals, deferrals or refunding of same or any debentures, notes or other evidence of indebtedness issued in exchange for

any of the foregoing.

Upon

any receivership, insolvency, assignment for the benefit of creditors, bankruptcy, reorganization, or arrangement with creditors (whether

or not pursuant to bankruptcy or other insolvency laws), sale of all or substantially all of the assets, dissolution, liquidation, or

any other marshalling of the assets and liabilities of the Company or in the event this Note shall be declared due and payable upon the

occurrence of an event of default with respect to any Senior Indebtedness, (i) no amount shall be paid by the Company in cash in respect

of the principal of or interest on this Note at the time outstanding, unless and until the entire amount of the Senior Indebtedness then

outstanding shall be paid in full, and (ii) no claim or proof of claim shall be filed with the Company by or on behalf of the holder

of this Note which shall assert any right to receive any payments in cash in respect of the principal of and interest on this Note except

subject to the payment in full of the entire amount of the Senior Indebtedness then outstanding.

the instance of an event of default which has been declared in writing with respect to any Senior Indebtedness, as defined therein, or

in the instrument under which it is outstanding, permitting the holder to accelerate the maturity thereof, then, unless and until such

event of default shall have been cured or waived or shall have ceased to exist, or all Senior Indebtedness shall have been paid in full,

no payment shall be made in cash in respect of the principal of or interest on this Note unless within three months after the happening

of such event of default, the maturity of such Senior Indebtedness shall not have been accelerated.

case cash, securities or other property otherwise payable or deliverable to the holder of this Note shall have been applied to the payment

of Senior Indebtedness, then and in each such case, upon the payment in full of all Senior Indebtedness, the holder of this Note shall

be subrogated to the rights of the holders of Senior Indebtedness to receive all further payments and distributions made on Senior Indebtedness

until all principal and interest on this Note shall have been paid in full, and no such payments or distributions to the holder of this

Note by reason of such subrogation of cash, securities or other property which otherwise would be payable or distributable to the holders

of Senior Indebtedness shall, as between the Company and its creditors other than the holders of Senior Indebtedness), on the one hand,

and the holder of this Note, on the other, be deemed to be a payment by the Company on account of this Note.

Nothing

contained in this Section 4 shall impair, as between the Company and the holder of this Note, the obligation of the Company, which is

absolute and unconditional, to pay to the holder hereof the principal hereof and interest hereon as and when the same become due and

payable, or shall prevent the holder of this Note, upon default under this Note, from exercising all rights, powers and remedies otherwise

provided herein or by applicable law, all subject to the rights, if any, of the holders of Senior Indebtedness under this Section 4 to

receive cash, securities or other properties otherwise payable or deliverable to the holder of this Note.

5. Conversion.

(a) Optional

Conversion. Subject to and upon compliance with the provisions of this Section 5(a), the Holder of this Note shall be entitled to

convert any or all of the Outstanding Balance into the number of fully paid and non-assessable shares of Common Stock of the Company

determined by dividing (1) the Outstanding Balance (or amount of the Outstanding Balance to be paid) as of such time, by (2) the Fair

Value of a Share (such conversion, an “Optional Conversion”). To effect such conversion, the Holder shall notify

the Company in writing of its election to convert this Note and the principal amount to be converted, and the principal amount of this

Note so specified shall be deemed converted as of the date of such notice or effective on the date or with reference to the event set

forth in such notice, and the Company shall issue to the Holder a new note for the unconverted amount; provided, that if the Holder (or

a family member or other related person of any thereof) (i) shall be, or within ninety (90) days preceding such exercise shall have been,

a director, officer or employee of the Company, (ii) shall be a person then designated as an insider by the Board or Chief Financial

Officer in accordance with the Insider Trading Policy of the Company, or (iii) otherwise has material non-public information with respect

to the Company or any subsidiary, any such notice of an Optional Conversion shall not be effective unless such person may at such time

buy and sell securities of the Company in compliance with the Insider Trading Policy of the Company, including without limitation obtaining

any necessary pre-clearance; and provided, further, that if the Holder (or a family member or other related person of any thereof) shall

be subject to the provisions of Section 16(b) of the Exchange Act and any such Optional Conversion would be a “purchase”

matched with a “sale” within six (6) months and subject to disgorgement or recapture purcuant to Section 16b or Rule 16b-3

promulgated under the Exchange Act, any such notice of an Optional Conversion shall not be effective.

(b) Mandatory

Payment/Conversion. In the event that the Company intends to sell Equity Securities (defined below) to Investors on or before the

Maturity Date in an equity financing, whether or not registered under the Securities Act, which together with other Small Financings

since the Origival Issue Date, has total cumulative proceeds to the Company since the Original Issue Date of not less than $4,000,000

(including the conversion of the Notes or other debt), it shall give the Holder at least ten (10) days’ prior written notice thereof

(an “Offering Notice”),

which notice shall include the expected closing date, sale price per share, number of shares to be sold, total gross proceeds to the

Company, uses of such funds, and the underwriter (if any). The Holder shall have the option, exercisable by written notice to the Company

(a “Payment/Conversion Election”) within five (5) days after receipt of the

Offering Notice to elect, subject to the closing of such Financing or Small Financing, as applicable, to receive payment in cash, Shares

or a combination thereof (which notice shall specify the amounts or percentages of each form of payment desired); provided, that the

Holder shall not be entitled to receive cash unless the total net proceeds to the Company in such Financings and Small Financings shall

be not less than $4,000,000 (the “Company’s Needs”) (including the

conversion of the Notes or other debt), and then only so much cash (together with the other holders of Notes) as the net proceeds to

the Company in such sale of Equity Securities, after payment of other indebtedness and other uses (other than working capital) specified

as a use of the proceeds thereof in the relevant offering or disclosure documentation, shall be in excess of the Company’s Needs

(the “Aggregate Cash Cap”). The failure of the Holder to specify the form

of payment in a Payment/Conversion Election shall be deemed an election to receive all Equity Securities. Upon the closing of such Financing,

the then outstanding principal balance of and accrued interest on this Note shall be paid in cash (subject to the Aggregate Cash Cap

applicable to this Note) and/or convert without any further action by the holders of Notes into such Equity Securities on the same terms

and conditions as given to the Investors purchasing the Equity Securities, as set forth in the Payment/Conversion Election or, if no

such Payment/Conversion Election shall have been timely received by the Company, converted in whole into such Equity Securities. The

amount of the Note to convert into Equity Securities shall convert into such number of Equity Securities as is determined by dividing

the principal and accrued interest outstanding on the date of closing of the Financing or Small Financing to be converted, divided by

a conversion price that shall be equal to the price per share paid by the Investors. The amount of this Note payable in cash shall be

the product of the Aggregate Cash Cap, multiplied by a fraction the numerator of which is the amount of cash desired to be received by

the Holder of this Note, and the denominator of which is the aggregate amount of cash desired to be received by the holders of all Notes,

in each case as set forth in the applicable Payment/Conversion Elections. For purposes of this Note, the term “Equity

Securities” shall mean the Company’s securities issued to the Investors in the Financing

or Small Financing, except that such defined term shall not include any security granted, issued and/or sold by the Company to any employee,

director or consultant in such capacity.

on Maturity. In the event a Financing and/or one or more Small Finanings with total cumulative proceeds to the Company since the

Original Issue Date of not less than $4,000,000 (including the conversion of the Notes or other debt) has not occurred prior to the Maturity

Date, then on or within three (3) business days following the Maturity Date the Company may, in its sole discretion, elect to pay in

cash and/or convert without any further action by the holders of Notes the Outstanding Balance into such number of shares of the Company’s

Common Stock as determined by dividing the Outstanding Balance by the Fair Value of a share of Common Stock of the Company; provided,

that such conversion upon Maturity shall only be effective if equally applicable to all then outstanding Notes.

6. Liquidation

Event. The Company shall cause notice of a Liquidation Event to be mailed to the Holder as soon as practicable and in no event later

than 10 business days prior to the date of the consummation of such Liquidation Event.

7. Payment

Upon Liquidation Event; Sale Transaction. In the event, prior to the earlier of (1) the Maturity Date or (2) the conversion of this

Note, any Sale Transaction or involuntary distribution of assets, or voluntary or involuntary liquidation, dissolution or winding-up

of the Company (collectively, a “Liquidation Event”), then, in any such event, before any payment in cash or

distribution of the assets of the Company (whether capital or surplus) shall be made to or set apart for the holders of equity securities

of the Company, but after payment in full of the Senior Indebtedness, the Holder shall be entitled to receive payment of and cause the

Company to pay to the Holder an amount (unless the Holder having received at least 10 business days prior notice in accordance with Section

22) elects, prior to the date of such Liquidation Event, not to receive such amount) equal to the greater of (A) the outstanding principal

amount of this Note and accrued but unpaid interest thereon, plus an amount equal to all unpaid dividends and distributions payable in

respect of the Note pursuant to Section 15, and (B) such amount as would be payable if this Note had been converted into Common Stock

of the Company pursuant to Section 5(a) immediately prior to such Liquidation Event; provided that, in the event that the consideration

to be delivered to the Company and/or its stockholders in connection with a Liquidation Event consists, in whole or in part, of consideration

other than cash, (i) the fair market value of such consideration other than cash shall be determined in good faith by the Board of Directors

of the Company consistent with the determination of such fair market value for purposes of the transaction constituting such event, and

(ii) the Holder shall receive its pro rata share (on an as-converted basis) of such non-cash consideration in accordance with the foregoing

in satisfaction of the Company’s payment obligations hereunder and in the case of a Sale Transaction, for each share into which

this Note shall then be convertible, the same amount of consideration per share of Common Stock as is received by other holders in respect

of their shares of Common Stock, on the same terms and conditions as given to the stockholders of the Company, including with respect

to the contribution to any escrows or holdbacks and with respect to contribution for purchase price adjustments and indemnification.

“Sale

Transaction” means (unless the Holder determines that a “Sale Transaction” shall not be deemed to have occurred),

the first to occur of any of the following: (i) the purchase or acquisition, whether in a single transaction or pursuant to a series

of related transactions and whether directly or indirectly, of more than fifty percent (50%) of the voting power of the Company’s,

any subsidiary’s or subsidiaries’ having a majority of the assets or businesses of the Company and its subsidiaries, taken

as a whole, of then outstanding voting securities, by any person, entity or “group” (as defined in Section 13(d) of the Exchange

Act of 1934, as amended) other than the initial Holder or any Affiliate thereof; (ii) the merger, reorganization, combination or consolidation

of the Company or any subsidiary or subsidiaries having a majority of the assets or businesses of the Company and its subsidiaries, taken

as a whole, into or with a third party purchaser or any other Person not Affiliated with the Company, any stockholder or any Affiliate

thereof, or any other acquisition of the Company or any subsidiary or subsidiaries, whether in a single transaction or pursuant to a

series of related transactions, including through the purchase of interests from the Company or stockholders, in any case in which the

equity holders of the Company immediately preceding such merger, reorganization, combination, consolidation or acquisition shall own

less than fifty percent (50%) of the voting power in the Company or, if applicable, the surviving entity, or the Company shall own less

than fifty percent (50%) of the voting power in such subsidiary or, if applicable, the surviving entity; (iii) the sale, transfer, lease

or exclusive license or other disposition, whether in a single transaction or pursuant to a series of related transactions, of assets

or businesses constituting a majority of the assets or businesses of the Company and its subsidiaries, taken as a whole, other than directly

or indirectly to any or all of the stpockholders of the Company or any Affiliates thereof; or (iv) any combination of the above relating

to a majority of the assets or businesses of the Company and its subsidiaries, taken as a whole.

8. Fractional

Shares; Taxes. The number of Shares or other securities issuable upon conversion of this Note shall be rounded to the nearest whole

share/security. No fractional share/security shall be issued. The Company shall pay any and all issue taxes that may be payable in respect

of any issuance or delivery of its securities upon payment in Shares or conversion of this Note. The Company shall not, however, be required

to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of equity interests in a name other

than that of the registered holder of this Note, and no such issuance or delivery shall be made unless and until the person or entity

requesting such issuance has paid to the Company the amount of any such tax or has established, to the satisfaction of the Company, that

such tax has been paid.

9. Discharge

of Note upon Conversion; Investment Representation. Upon (a) any conversion of the amounts due under this Note into equity securities

of the Company pursuant to and in accordance with the terms of this Note or (b) repayment of such amounts in accordance with the terms

of this Note, this Note and all obligations of the Company hereunder to the Holder shall thereupon be deemed discharged in full, in each

case to the extent of such conversion or payment. The Company covenants and agrees that, on or before such time as this Note shall be

paid or becomes convertible into equity securities of the Company in accordance with its terms, the Company will cause to be taken all

such corporate action as is necessary for (i) the authorization and issuance of the equity securities payable or into which this Note

is to be converted and (ii) the authorization and reservation of the equity securities, if any, issuable as payment or upon conversion

of such equity securities and in each case, other securities into which such securities are convertible.

10. Default.

All unpaid principal and unpaid accrued interest under this Note shall become automatically and immediately due and payable upon the

occurrence of any of the following events (“Events of Default”):

(a) If

the Company fails to pay when due any principal, interest, fees or other amounts payable under this Note and such default shall continue

for a period of five (5) business days after written notice of such default shall have been delivered to the Company;

(b) The

Company fails to observe any material provision of or perform any material obligation under this Note to be performed by it and such

default shall continue for a period of five (5) business days after written notice of such default shall have been delivered to the Company;

Company (i) files a petition for relief or reorganization of arrangement or any other petition under any federal or state bankruptcy,

insolvency, reorganization, moratorium or other similar law in any jurisdiction, (ii) makes an assignment for the benefit of creditors,

(iii) consents to the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect

to any substantial part of its property, or any such custodian, receiver, trustee or other officer is appointed, (iv) is adjudicated

as insolvent or to be liquidated or (v) commits any act substantially similar to any of the foregoing;

(d) The

Company or any significant subsidiary ceases or materially curtails operations;

(e) If

the Company shall default (as principal or guarantor or other surety) in the payment of any principal of or premium, if any, or interest

on any indebtedness for borrowed money in excess of $250,000 (other than than any of the Notes) or with respect to any of the terms of

any evidence of such indebtedness or of any mortgage, indenture or other agreement relating thereto which default accelerates or permits

the holder of such indebtedness to accelerate the maturity of such indebtedness, and such default shall continue for more than the period

of grace, if any, provided therein without being consented to or waived by such lender;

(f) If

any material portion of the Company’s or any subsidiary’s assets is attached, seized, subjected to a writ or distress warrant,

levied upon, or comes into the possession of any third person;

(g) If

the Company or any subsidiary is enjoined, restrained, or in any way prevented by court or regulatory agency order from continuing to

conduct all or any material part of its business affairs;

(h) If

one or more final judgments in excess of the amount covered by insurance becomes a lien or encumbrance upon any of the Company’s

or any subsidiary’s assets; or

(i) If

any provision of this Note shall at any time for any reason be declared to be null and void, or the validity or enforceability thereof

shall be contested by the Company or any subsidiary of the Company, or a proceeding shall be commenced by the Company or any subsidiary

of the Company, or by any governmental authority having jurisdiction over the Company or any subsidiary, seeking to establish the invalidity

or unenforceability thereof, or the Company or any subsidiary of the Company shall deny that it has any liability or obligation purported

to be created hereunder.

case any one or more Events of Default shall occur and be continuing, the holder or holders of a majority in principal amount of the

Notes at any time outstanding, voting or consenting together as a single series for purposes of such determination, may at any time (unless

all defaults shall have theretofore been remedied) at its or their option, by written notice or notices to the Company, declare all the

Notes to be due and payable, whereupon the same shall forthwith mature and become due and payable together with interest accrued thereon;

provided that if an Event of Default specified in Section 10 (c) occurs, this Note shall become and be immediately due and payable without

any declaration or other act on the part of the Holder. Upon the occurrence of an Event of Default, the interest rate shall automatically

increase to the lesser of the Default Rate by and the maximum rate per annum permitted by applicable law.

case any one or more Events of Default shall occur and be continuing, the holder of any Note at the time outstanding may proceed to protect

and enforce the rights of such holder by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance

of any agreement contained herein or in such Note, or for an injunction against a violation of any of the terms hereof or thereof, or

in aid of the exercise of any power granted hereby or thereby or by law, subject to the provisions of Sections 2 and 5.

Without

limiting the foregoing, each and every party liable hereon, either as maker, endorser, guarantor, surety or otherwise, hereby (1) waives

presentment, demand, protest and notices of every kind and description, and all suretyship defenses and defenses in the nature thereof;

(2) waives any defenses based upon, and specifically assents to, any and all extensions and postponements of the time of payment and

all other indulgences and forbearances which may be granted by the holder to any party liable hereon; and (3) agrees to be bound by all

the terms contained in this Note and agrees that the obligations and agreements of all such parties shall be joint and several.

right, power or remedy conferred hereby upon any holder hereof shall be exclusive of any other right, power or remedy referred to herein

or now or hereafter available at law, in equity, by statute or otherwise.

11. Transfer

and Exchange. Subject to the terms and conditions of this Section 11, the Holder may, prior to maturity hereof, surrender this Note

at the principal office of the Company for transfer or exchange. Within a reasonable time after notice to the Company from such Holder

of its intention to make such exchange and without expense to such Holder, except for any transfer or similar tax which may be imposed

on the transfer or exchange, the Company shall issue in exchange therefor another note or notes for the same aggregate principal amount

as the unpaid principal amount of the Note so surrendered, having the same maturity and rate of interest, containing the same provisions,

and subject to the same terms and conditions as the Note so surrendered. Each such new Note shall be made payable to such person or persons,

or transferees, as the holder of such surrendered Note may designate and such transfer or exchange shall be made in such a manner that

no gain or loss of principal or interest shall result therefrom. Notwithstanding the foregoing, Holder agrees not to make any direct

or indirect disposition of this Note except in accordance with the provisions relating to transfer of sharess held by the Holder or an

Affiliate set forth in a bona fide agreement wth respect to such shares provisions shall apply to this Note, mutatis mutandis).

12. New

Note. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of this Note,

the Company will issue a new Note, of like tenor and amount and dated the date to which interest has been paid, in lieu of such lost,

stolen, destroyed, or mutilated Note, and in such event the Holder agrees to indemnify and hold harmless the Company in respect of any

such lost, stolen, destroyed, or mutilated Note.

13. Adjustment

for Reorganization, Consolidation, or Merger. In case of any Sale Transaction in connection with which the Holder does not elect

to cause the Company to make the payment contemplated by Section 7, the Holder, upon the conversion of this Note at any time after the

consummation of such Sale Transaction, shall be entitled to receive, prior to such consummation, the stock or other securities or property

to which the Holder would have been entitled upon the consummation of such Sale Transaction if the Holder had converted this Note immediately

prior thereto, all subject to further adjustment as provided in this Note, and the successor or purchasing company in such Sale Transaction

(if other than the Company) shall duly execute and deliver to the Holder a supplement hereto acknowledging such company’s obligations

under this Note; and in each such case, the terms of this Note shall be applicable to the shares of stock or other securities or property

receivable upon the conversion of this Note after the consummation of such Sale Transaction.

14. Reservation

of Shares. If at any time after the first annual meeting of the Company after the date hereof the number of Shares or other securities

issuable upon payment in Shares or conversion of this Note shall not be sufficient to effect the payment in Shares or conversion of this

Note, the Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but

unissued Shares or other securities issuable for payment or upon conversion of this Note as shall be sufficient for such purpose.

15. No

Rights or Liabilities as Stockholder; Dividends. Except as set forth in this Section 15, this Note does not by itself entitle the

Holder to any voting rights or other rights as a stockholder of the Company. In the absence of conversion of this Note or payment in

Shares, no provisions of this Note, and no enumeration herein of the rights or privileges of the Holder, shall cause the Holder to be

a stockholder of the Company for any purpose except as provided in this Section 15. Without limiting the foregoing, in case of any dividend

or distribution by the Company to its stockholders, then the Holder shall have the right, by delivery of written notice to the Company,

to cause the Company to pay to the Holder, simultaneously with such dividend or distribution, the cash, stock or other securities or

property to which the Holder would have been entitled if the Holder had converted this Note immediately prior thereto into Common Stock

of the Company, without any reduction of the principal amount outstanding hereunder; provided, that any such payment to the Holder shall

reduce the amount of interest accrued on this Note (for interest accruals both prior and subsequent to the date of such payment).

16. No

Impairment. The Company will not, by amendment of its Certificate of Incorporation or By-laws, or through reorganization, consolidation,

merger, dissolution, issue or sale of securities, sale of assets or any other voluntary action, willfully avoid or seek to avoid the

observance or performance of any of the terms of this Note, but will at all times in good faith assist in the carrying out of all such

terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder under this

Note against wrongful impairment. Without limiting the generality of the foregoing, the Company will take all such action as may be necessary

or appropriate in order that the Company may duly and validly issue fully paid and nonassessable shares of its Common Stock upon the

payment in Shares or conversion of this Note.

17. Holder.

The Company and all other persons may treat the last Holder hereof of whom the Company shall have written notice, for the time being,

as the Holder hereof for the purpose of receiving payment of the principal of and interest on this Note and for all other purposes, and

the Company shall not be affected by any other notice or knowledge to the contrary, whether payments on this Note shall be overdue or

not, and the Company and every successive Holder, by accepting or holding this Note, consents to and agrees with the provisions hereof.

18. No

Waiver; Presentment; Costs. No delay or mission on the part of the Holder in exercising any right hereunder shall operate as a waiver

of such right or of any other right of the Holder, nor shall any such delay, omission or waiver on any one occasion be deemed a bar to

or waiver of the same or any other right on any future occasion. Except as otherwise expressly provided herein, the Company hereby waives

presentment (other than on maturity), demand, dishonor, notice of dishonor, notice of nonpayment, protest, notice of protest and all

other demands and notices in connection with the delivery, acceptance, performance or enforcement of this Note and any and all lack of

diligence or delay in collection or the filing of suit hereon which may occur and agrees to pay upon demand all costs of collecting amounts

due under, or otherwise enforcing the terms of, this Note, including reasonable attorneys’ fees and expenses incurred or paid by

the Holder in connection therewith.

19. Severability.

If one or more of the provisions of this Note are held to be unenforceable under applicable law, such provision(s) shall be excluded

from this Note and the balance of the Note shall be interpreted as if such provision(s) were so excluded and shall be enforceable in

accordance with its terms.

20. Governing

Law. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG

NEW YORK RESIDENTS. THE COMPANY ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION

OF ANY STATE OR FEDERAL COURT IN THE STATE OF NEW YORK IN ANY ACTION, SUIT OR PROCEEDING OF ANY KIND AGAINST IT WHICH ARISES OUT OF OR

BY REASON OF THIS NOTE.

21. Usury.

The terms of this Note are based upon all available usury exceptions. If, however, such exceptions are not available, all agreements

between the Company and the Holder, whether now existing or hereafter arising and whether written or oral, are expressly limited so that

in no contingency or event whatsoever, whether by acceleration of the maturity of this Note or otherwise, shall the amount paid, or agreed

to be paid, to the Holder for the use, forbearance or detention of the money to be loaned hereunder or otherwise, exceed the maximum

amount permissible under applicable law. If from any circumstances whatsoever fulfillment of any provision of this Note or of any other

document evidencing, securing or pertaining to the indebtedness evidenced hereby, at the time performance of such provision shall be

due, shall involve transcending the limit of validity prescribed by law, then ipso facto, the obligation to be fulfilled shall

be reduced to the limit of such validity, and if from any such circumstances the Holder shall ever receive anything of value as interest

or deemed interest by applicable law under this Note or any other document evidencing, securing or pertaining to the indebtedness evidenced

hereby or otherwise an amount that would exceed the highest lawful rate, such amount that would be excessive interest shall be applied

to the reduction of the principal amount owing under this Note or on account of any other monies owed by the Company to the Holder relating

to this Note, and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal of this Note

and such other indebtedness, such excess shall be refunded to the Company. In determining whether or not the interest paid or payable

with respect to any indebtedness of the Company to the Holder, under any specific contingency, exceeds the highest lawful rate, the Company

and the Holder shall, to the maximum extent permitted by applicable law: (i) characterize any nonprincipal payment as an expense, fee

or premium rather than as interest; (ii) amortize, prorate, allocate and spread the total amount of interest throughout the full term

of such indebtedness so that the actual rate of interest on account of such indebtedness is uniform throughout the term thereof; and/or

(iii) allocate interest between portions of such indebtedness, to the end that no such portion shall bear interest at a rate greater

than that permitted by law. The terms and provisions of this Section 21 shall control and supersede every other conflicting provision

of all agreements between the Company and the Holder.

22.

Notice. Unless otherwise provided, any notice required or permitted under this Note shall be given in writing and shall be deemed

effectively given (i) at the time of personal delivery, if delivery is in person; (ii) at the time of transmission by facsimile or e-mail,

addressed to the other party at its facsimile number or e-mail address specified below (or hereafter modified by subsequent notice to

the parties hereto), with confirmation of receipt of in the case of an e-mail, no “bounce back”, failure to deliver, undeliverable

or similar message returned; (iii) one (1) business day after deposit with an express overnight courier for United States deliveries,

or two (2) business days after such deposit for deliveries outside of the United States, with proof of delivery from the courier requested;

or (iii) three (3) business days after deposit in the United States mail by certified mail (return receipt requested) for United States

deliveries when addressed to the party to be notified at the address set forth below, or at such other address as any party may designate

by giving ten (10) days’ advance written notice to all other parties; if to Holder, to the address set forth on the signature page,

and if to Company, to Milestone Scientific Inc., attention: Keisha Harcum, Vice President of Finance, tel: 973 535 2717, email: kharcum@milestonescientific.com.

23. Headings.

The headings and captions used in this Note are used only for convenience and are not to be considered in construing or interpreting

this Note. All references in this Note to sections and paragraphs, shall, unless otherwise provided, refer to sections and paragraphs

hereof.

24. Attorneys’

Fees. If any party hereto commences or maintains any action at law or in equity (including counterclaims or cross-complaints) against

the other party hereto by reason of the breach or claimed breach of any term or provision of this Note, then the prevailing party in

said action shall be entitled to recover its reasonable attorneys’ fees and court costs incurred therein.

25. Amendment.

This Note and its terms may be changed, waived or amended only by the written consent of the Company and the holders of eighty-seven

and one half percent (87.5%) of the principal amount of the Notes outstanding, voting or consenting together as a single series for purposes

of such determination.

REMAINDER

OF PAGE INTENTIONALLY LEFT BLANK

WITNESS WHEREOF, this Note has been executed and delivered on the date first above written by the duly authorized representative of the

Company.

Milestone Scientific Inc.

By:

Name:

Eric

Hines

Title:

Chief

Executive Officer

AGREED AND ACKNOWLEDGED:

The

Holder:

Name:

Address:

Contact

Person:

[Signature

page to Amended and Restated Milestone Convertible Bridge Note]

EX-10.5

Filename: ex10-5.htm · Sequence: 7

Exhibit

10.5

Addendum

OMNIBUS

SIGNATURE PAGE

With

respect to that certain offering (the “Offering”) by Milestone Scientific Inc. (the “Company”)

of its shares of Common Stock and Warrants to purchase Common Stock (the “Securities”) pursuant to that certain Confidential

Private Placement Memorandum dated March 17, 2026, as supplemented (the “PPM”).

The

undersigned, desiring to:

(i) enter

into the Securities Purchase Agreement, dated as of ____________, 2026 (the “SPA”)1,

between the undersigned, the Company, and the other parties thereto, of which this signature

page is attached as Addendum B,

(ii) enter

into the Registration Rights Agreement (the “Registration Rights Agreement”)

between the undersigned, the Company, and the other parties thereto, and

(iii) acquire

a Warrant of the Company as set forth below,

each case in or substantially in the form furnished to the undersigned, hereby agrees to purchase such Shares and Warrant from the Company

and further agrees that upon execution of this Omnibus Signature Page, the undersigned shall have been deemed to execute and deliver

the SPA and the Registration Rights Agreement and shall become a party thereto as a Purchaser/Investor/Holder, with all the rights and

privileges appertaining thereto, and shall be bound in all respects by the terms and conditions thereof. The Warrant to be issued to

the undersigned shall be issued pursuant to, and governed by, a separate warrant instrument to be delivered in accordance with the SPA.

The SPA, Registration Rights Agreement and Warrant are each a “Transaction Document” and collectively, the “Transaction

Documents”. Terms used and not defined herein have the meanings ascribed thereto in the SPA.

This

Omnibus Signature Page shall be deemed attached to and form a part of each of the Transaction Documents for which the undersigned is

to be a signatory, as if separately executed.

executing this Omnibus Signature Page and returning it to the Company, the undersigned further agrees as follows:

● subject

to the Company’s acceptance, the undersigned hereby agrees, upon the terms and subject

to the conditions set forth in the SPA, to purchase and tender herewith payment for the number

of Shares set forth in the section of this Omnibus Signature Page entitled “Subscriber

Information” and a Warrant to purchase a number of Shares equal to the number of such

Shares, at an aggregate purchase price for one (1) Share and a Warrant to purchase one (1)

Share equal to $0.27 for each one (1) Share and Warrant to purchase one (1) Share (the “Offering

Price”);

● the

representations and warranties made by the undersigned and set forth in the SPA with respect

to the undersigned are accurate in all material respects (or, to the extent representations

or warranties are qualified by materiality or Material Adverse Effect, in all respects) on

and as of the date hereof (unless stated to be made as of a specific date therein in which

case they are accurate in all material respects as of such date); and

● the

undersigned’s investment is being made entirely on the terms and conditions stated

in the Transaction Documents. The undersigned understands that this Omnibus Signature Page

constitutes the undersigned’s irrevocable offer to purchase the Securities on the terms

set forth in the Transaction Documents, and that none of the Transaction Documents shall

be binding as between the Company and the undersigned unless and until the Company accepts

such offer by executing the acceptance below (or otherwise accepting in writing as contemplated

by the SPA). The Company may accept or decline the undersigned’s subscription in whole

or in part at its or their sole and absolute discretion.

Each of the Transaction Documents will reflect the Closing Date; not to be completed by Purchaser.

SUBSCRIBER

INFORMATION

Name

of Subscriber: _________________________________________

Legal

Form: _______________________________________________

Jurisdiction

of Organization: __________________________________

Address: __________________________________________________

Email:

_____________________________________________________

Telephone

No. _______________________________________________

Tax

I.D. No. _________________________________________________

Authorized

Signatory: _________________________________________

Title: ______________________________________________________

Number

of Shares to be purchased by the undersigned Subscriber (with a Warrant to purchase an equal number of Shares): _____________________________

Aggregate

Purchase Price for each Share and Warrant to purchase one Share (at $0.27 per Share and Warrant) being tendered herewith: $________________________

Exact

Name in which the instruments representing the Securities are to be issued: _____________________________

WITNESS WHEREOF, the undersigned Subscriber hereby executes this Omnibus Signature Page and, upon acceptance by the Company, shall be

deemed to have executed the SPA and the Registration Rights Agreement.

SIGNATURE

OF SUBSCRIBER

Date:

__________________________

Signature:

_________________________________________________

Printed

Name: ______________________________________________

ACCREDITED

INVESTOR QUESTIONNAIRE

order to assure that the Offering is made only to persons for whom an investment in the Securities is suitable, the Securities will be

sold only to accredited investors. The Subscriber represents and warrants that it is an “accredited investor” as defined

in Rule 501(a) under the Securities Act as of the date hereof and has checked each category that applies:

Accredited Investor Status (Individuals)

Check

all that apply:

☐

Net Worth: Individual net worth (or joint with spouse or spousal equivalent) exceeds $1,000,0002.

☐ Income: Individual income > $200,000 in each of the last two calendar years, or joint income with spouse or spousal

equivalent > $300,000 in each of those years, with the reasonable expectation of reaching the same level the current calendar year.

☐

Affiliation: Any director or executive officer of the Company.

☐ Professional Certifications: Holder in good standing of:

● Series 7

● Series 65

● Series 82

☐ Knowledgeable Employee of a private fund investor as defined in Investment Company Act of 1940 Rule 3c-5.

In the calculation of net worth the Subscriber may not include equity in the Subscriber’s primary residence; however, the Subscriber

can include equity in all other real estate. The calculation of net worth may also include the Subscriber’s personal property,

cash, short-term investments, stocks and securities. Equity in personal property and real estate should be based on the fair market value

of such property less debt secured by such property. Any debt that secures the Subscriber’s primary residence can be excluded from

liabilities in calculating the Subscriber’s net worth, as long as the debt does not exceed the fair market value of the property

(except that if the amount of such debt outstanding at the time of the Subscriber’s purchase of the Securities exceeds the amount

outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall

be included as a liability). If, however, the amount of the debt exceeds the fair market value of the primary residence and the mortgagee

or other lender has recourse to the Subscriber personally for any deficiency, that excess liability should be deducted from the Subscriber’s

net worth.

II.

Accredited Investor Status (Entities)

Check

all that apply:

☐

Bank, Insurance Company or Broker-Dealer.3

☐ Investment Adviser.4

☐

Investment Company registered under the Investment Company Act of 1940.

☐

Business Development Company, as defined in Section 2(a)(48) of the Investment Company Act.

☐

Small Business Investment Company (SBIC) licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the

Small Business Investment Act of 1958.

☐

Rural Business Investment Company (RBIC).5

☐

Employee Pension Plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a

state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000.

☐

Employee Benefit Plan.6

☐

Private Business Development Company (PBDC), as defined in Section 202(a)(22) of the Advisers Act.

☐

An organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust,

partnership, or limited liability company, not formed for the specific purpose of acquiring the securities offered, with total assets

in excess of $5,000,000.

☐

Trust with > $5 million in total assets, not formed for the specific purpose of acquiring the Securities, whose purchase is directed

by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D (a person who has such knowledge and experience in financial

and business matters that he or she is capable of evaluating the merits and risks of an investment in the Securities).

☐

Entity in which all of the equity owners (whether entities themselves or individuals) are accredited investors by virtue of falling

into one of the categories described above and the Subscriber agrees to provide information reasonably requested by the Company to verify

such accredited investor status (i.e., by virtue of their meeting any of the other tests for an “accredited investor”).

☐

Entity of a type not otherwise listed in categories above, that is not formed for the specific purpose of acquiring the Securities

and owns investments in excess of $5 million. For purposes of this clause, “investments” means investments as defined

in Rule 2a51-1(b) under the Investment Company Act;

☐

Family Office, as defined in Rule 202(a)(11)(G)-1 under the Advisers Act, that (a) has > $5 million in assets under management;

(b) is not formed for the specific purpose of acquiring the Securities, and (c) has a person directing the prospective investment who

has such knowledge and experience in financial and business matters so that the family office is capable of evaluating the merits and

risks of the prospective investment.

☐

Family Client, as defined in Rule 202(a)(11)(G)-1 under the Advisers Act, of a family office meeting the requirements of a “Family

Office” immediately above and whose prospective investment in the Company is directed by that Family Office pursuant to clause

A “Bank” is a bank as defined in Section 3(a)(2) of the Securities Act,

or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of

the Securities Act, whether acting in its individual or fiduciary capacity.

“Insurance Company” is an insurance company as defined in Section 2(13) of the Securities Act.

“Broker-Dealer” is a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as

amended.

An “Investment Advisor” is an investment advisor registered pursuant to Section 203 of the Investment Advisers Act

of 1940, as amended (the “Advisers Act”), or registered pursuant to the laws of a state; or an investment adviser relying

on the exemption from registering with the SEC under Section 203(l) or (m) of the Advisers Act.

An “RBIC” is a Rural Business Investment Company as defined in Section 384A of the Consolidated Farm and Rural Development

Act; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political

subdivisions for the benefit of its employees, if such plan has total assets in excess of $5 million.

An “Employee Benefit Plan” is any employee benefit plan within the meaning of the Employee Retirement Income Security

Act of 1974, as amended, if the investment decision is made by the plan fiduciary, as defined in Section 3(21) of such Securities Act,

which is either a bank, savings and loan association, insurance company, or registered investment advisor, or if the employee benefit

plan has total assets in excess of $5 million or, if a self-directed plan, with investment decisions made solely by persons that are

accredited investors.

III.

Additional Representations

The

Subscriber further represents and warrants as of the date hereof:

1. It

is acquiring the Securities for its own account (or a managed account).

2. It

has such knowledge, sophistication and experience in business and financial matters so as

to be capable of evaluating the merits and risks of the prospective investment in the Securities,

and has so evaluated the merits and risks of such investment.

3. It

is able to bear the economic risk of an investment in the Securities and, at the present

time, is able to afford a complete loss of such investment.

4. It

acknowledges the securities are restricted and illiquid.

5. It

has been afforded (i) the opportunity to ask such questions as it has deemed necessary of,

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

of the Offering of the Securities and the merits and risks of investing in the Securities;

(ii) access to information about the Company and its financial condition, results of operations,

business, properties, management and prospects sufficient to enable it to evaluate its investment;

and (iii) the opportunity to obtain such additional information that the Company possesses

or can acquire without unreasonable effort or expense that is necessary to make an informed

investment decision with respect to the investment.

6. Subscriber

certifies neither it nor, if applicable, any of its controlling persons isa Sanctioned Party

or subject to sanctions and will provide any requested AML/KYC documentation upon the request

by the Company.

Authorized

Signatory: ______________________________________

Title: __________________________________________

Date:

__________________________________________

ENTITY

CERTIFICATIONS

The

undersigned entity hereby certifies:

Duly Organized & Validly Existing

The

Subscriber is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization.

Authority & Authorization

Execution

and delivery of the Transaction Documents have been duly authorized, and no further organizational action is required.

Power to Invest

The

Subscriber has full power, authority, and legal capacity to acquire the subscribed Securities.

Not Formed for the Transaction

The

Subscriber was not formed for the specific purpose of acquiring the Securities.

Beneficial Ownership / Control

(Check one)

☐

The Subscriber is NOT a “foreign person” under FIRRMA/CFIUS.

☐ The Subscriber IS a “foreign person” under FIRRMA/CFIUS and has provided required disclosures.

The

Subscriber represents and warrants that the foregoing statements are true and complete as of the date hereof and agrees to promptly supplement

any such statements if they become inaccurate prior to the Closing.

Authorized

Signatory: ______________________________________

Title:

___________________________________

Date: ___________________________________

The

purchase of Securities contemplated by this Omnibus Signature Page and the Transaction Documents is hereby accepted as of the _____day

of ____________, 2026.

MILESTONE SCIENTIFIC

INC.

By:

Name: Eric

Hines

Title: Chief

Executive Officer

DELIVERY

INSTRUCTIONS

You

must deliver or cause to be delivered this Omnibus Signature Page fully executed to the Company at the following address, and deliver

your subscription amount in accordance with the “Wire Instructions” below:

Executed

Copy of the Omnibus Signature Page to the Company:

Milestone

Scientific Inc.

425

Eagle Rock Road, Ste 403

Roseland,

New Jersey 07068

Attention:

Chief Executive Officer

Delivery

of an executed Omnibus Signature Page may be made by electronic transmission (including PDF by email or via an electronic signature platform)

to the Company, and such electronic delivery shall be deemed effective delivery for all purposes hereof.

This

Omnibus Signature Page may be executed in two or more counterparts, all of which when taken together shall be considered one and the

same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being

understood that the parties need not sign the same counterpart. Execution via Docusign or a similar service, or scanned image, shall

have the same force and effect as execution of an original, and an electronic or scanned image of a signature shall be deemed an original

and valid signature.

the event of any conflict or inconsistency between the method of subscription set forth herein and any other subscription instructions

or procedures set forth in the SPA, the Escrow Agreement or any other Transaction Document, the provisions of this Omnibus Signature

Page shall control.

WIRING

INSTRUCTIONS

WIRE

TRANSFER INFORMATION — SUBSCRIPTION FUNDS

Notice

to all Subscribers:

executing this Omnibus Signature Page, the Subscriber is also assenting to the terms of the Escrow Agreement by and between the Company

and CSC Delaware Trust Company, as Escrow Agent, or such other escrow agent as may be designated in accordance with the Escrow Agreement,

for the benefit of subscribers in the Offering, a copy of which is available upon request.

Subscribers

must deliver the entire subscription amount by wire transfer as provided below (or, if expressly permitted by the Company, by check payable

as specified by the Company, no later than April 17, 2026, the Termination Date (as defined in the PPM), as the same may be extended

without notice to Subscribers by up to two weeks, to May 1, 2026, at the discretion of the Company, to:

Escrow Agent Name: CSC

Delaware Trust Company

Escrow Agent Address: 251

Little Falls Drive, Wilmington, DE 19808 Attention: Trust Administration

Email: escrow-us@delawaretrust.com

Fax No: 302-636-8666

Bank: US

Bank

Routing Number (ABA): 042000013

SWIFT Code: USBKUS44IMT

Account Name: CSC

Delaware Trust Company

Account Number: 130125268891

Reference: Milestone

Escrow #10100xxxxxx

Instructions to Subscriber:

Subscriber

agrees to:

1. Wire

subscription funds in accordance with the instructions provided above.

2. Notify

the Company when funds are released.

3. Provide

evidence of payment upon request.

EX-99.1

Filename: ex99-1.htm · Sequence: 8

Exhibit

99.1

Milestone

Scientific Inc. Completes $2.15 Million Private Placement

Financing

Strengthens Balance Sheet and Supports Commercial Growth Strategy; Backed by Long-Term Investors Including CEO and Chairman of the Board

ROSELAND,

N.J., April 21, 2026 (GLOBE NEWSWIRE) — Milestone Scientific Inc. (NYSE: MLSS), a leading developer of computerized drug delivery

instruments that provide painless and precise injections, today announced the closing of a $2.15 million private placement of common

stock and warrants, and an additional $2.69 million if cash warrants are fully exercised.

“Today

we strengthened our balance sheet and positioned the company to capitalize on the increasing demand we are seeing across our product

platforms,” said Eric Hines, Chief Executive Officer of Milestone Scientific. “This financing allows us to build on our progress,

scaling investment in sales, inventory and digital marketing, while maintaining our continued focus on cost discipline.”

“Importantly,

participation from long-term investors and members of the Board, myself included, represents a strong endorsement of our technology and

the direction of this Company.”

Transaction

Summary

The

Company entered into a securities purchase agreement with a group of investors for the private placement of 7,962,963 units at a price

of $0.27 per unit. Each unit consists of one share of common stock and one corresponding cash warrant at 125% of purchase price. The

offering generated $2.15 million in gross proceeds, comprised of approximately $1.80 million in cash and approximately $351,000 from

the conversion of convertible bridge notes previously issued to certain directors and officers who had made loans to the Company in 2025.

No placement agent was used, and accordingly no placement or underwriting discounts, commissions, or other fees were paid.

Certain

directors and officers participated in the offering on the same terms as all other investors, purchasing an aggregate of $150,000 of

units for cash in addition to the bridge note conversions described above.

The

Private Placement was conducted in accordance with applicable NYSE American rules and closed on April 20, 2026. Additional details regarding

the transaction, including the securities purchase agreement and form of warrant, are set forth in the Company’s Current Report

on Form 8-K filed with the Securities and Exchange Commission. Investors are encouraged to review the 8-K for a complete description

of the terms and conditions of the offering.

About

Milestone Scientific Inc.

Milestone

Scientific Inc. (MLSS) is a technology-focused medical research and development company that patents, designs, and develops innovative

injection technologies and instruments for medical and dental applications. Milestone Scientific’s computer-controlled systems

are designed to make injections precise, efficient and increase the overall patient comfort and safety. Their proprietary DPS Dynamic

Pressure Sensing Technology® instruments is the platform to advance the development of next-generation devices, regulating flow rate

and monitoring pressure from the tip of the needle, through platform extensions of subcutaneous drug delivery, including local anesthetic.

To learn more, view the MLSS brand video or visit milestonescientific.com.

Safe

Harbor Statement

This

press release contains forward-looking statements regarding the timing and financial impact of Milestone’s ability to implement

its business plan, expected revenues, timing of regulatory approvals and future success. These statements involve a number of risks and

uncertainties and are based on assumptions involving judgments with respect to future economic, competitive and market conditions, future

business decisions and regulatory developments, all of which are difficult or impossible to predict accurately and many of which are

beyond Milestone’s control. Some of the important factors that could cause actual results to differ materially from those indicated

by the forward-looking statements are general economic conditions, failure to achieve expected revenue growth, changes in our operating

expenses, adverse patent rulings, FDA or legal developments, competitive pressures, changes in customer and market requirements and standards,

and the risk factors detailed from time to time in Milestone’s periodic filings with the Securities and Exchange Commission, including

without limitation, Milestone’s Annual Report for the year ended December 31, 2025. The forward-looking statements in this press

release are based upon management’s reasonable belief as of the date hereof. Milestone undertakes no obligation to revise or update

publicly any forward-looking statements for any reason. Coding and payment decisions are determined solely by providers and payers based

on applicable laws and policies. Any potential Category I designation is determined solely by the American Medical Association and is

not guaranteed. Providers remain responsible for compliance with all applicable billing, coding, and regulatory requirements. Forward-looking

case submission expectations, reimbursement targets, and revenue estimates referenced herein are based on current program enrollment,

advisor commitments, and historical payer activity, and are subject to change based on clinical scheduling, payer processing timelines,

regulatory developments, and other factors. There can be no assurance that Category I designation, targeted reimbursement levels, or

projected revenue levels will be achieved.

Contact:

HAYDEN

IR:

James

Carbonara

(646)-755-7412

james@haydenir.com

Brett

Maas

(646)

536-7331

brett@haydenir.com

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