Form 8-K

8-K — Volato Group, Inc.

Accession: 0001493152-26-046595

Filed: 2026-10-09

Period: 2026-10-08

CIK: 0001853070

SIC: 4522 (AIR TRANSPORTATION, NONSCHEDULED)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Material Modifications to Rights of Security Holders

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-3.1 (ex3-1.htm)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

--12-31

0001853070

2026-10-08

0001853070

SOAR:ClassCommonStockMember

2026-10-08

0001853070

SOAR:WarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockAtExercisePriceOf287.50Member

2026-10-08

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(D)

THE SECURITIES EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): October 8, 2026

VOLATO

GROUP, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-41104

86-2707040

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

8050

Freedom Ave NW

North

Canton, OH 44720

(Address

of principal executive offices) (zip code)

844-399-8998

Registrant’s

telephone number, including area code

(former

name or former address, if changed since last report)

Check

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

any of the following provisions:

☐

Written

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

☐

Soliciting

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

☐

Pre-commencement

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

☐

Pre-commencement

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

Securities

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

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Class

A Common Stock

SOAR

NYSE

American LLC

Warrants,

each whole warrant exercisable for one share of Class A common stock at an exercise price of $287.50

SOARW

OTC

Markets Group, Inc.

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.

October 8, 2026, Volato Group, Inc. (the “Company”) entered into a Common Stock Purchase Agreement (the “ELOC Purchase

Agreement”) and Registration Rights Agreement (the “ELOC Registration Rights Agreement”) with DFU, LLC, a Delaware

limited liability company (the “Investor”). Pursuant to the ELOC Purchase Agreement, the Company has the right, but not the

obligation, to issue and sell to the Investor up to $1,000,000,000 of newly issued shares of our Class A common stock, par value $0.0001

(the “ELOC Shares”) from time to time beginning on the effective date of the registration statement covering the resale of

the ELOC Shares by the Investor and ending 36 months thereafter (the “Investment Period”), subject to certain conditions

and limitations. Sales of ELOC Shares pursuant to the ELOC Purchase Agreement, and the timing and amount of any such sales, are solely

within the discretion of the Company, and the Company is under no obligation to sell any securities pursuant to this arrangement.

no event will the Company issue and sell, under the ELOC Purchase Agreement, more than 19.99% of the Company’s outstanding shares

of common stock as of the date of the ELOC Purchase Agreement (reduced by the number of shares of common stock issued or issuable pursuant

to any transaction or series of transactions that may be aggregated with the transactions contemplated by the ELOC Purchase Agreement

under the applicable NYSE American LLC listing rules) without first obtaining prior approval from its stockholders.

During

the Investment Period, the Company may direct the Investor to purchase ELOC Shares by delivering to the Investor up to two written notices

per trading day (each, a “Put Notice”) covering an aggregate of no more than $6,000,000 in ELOC Shares. The purchase price

for the ELOC Shares designated in the first Put Notice is the lesser of (i) the lowest traded price of the Company’s common stock

on the date the Put Notice is delivered and (ii) the average of the three lowest closing sale prices of the Company’s common stock

during the 10 consecutive trading day period immediately preceding that same date, subject to a floor price of $0.21 (as may be adjusted

for any reorganization, recapitalization, stock split, reverse stock split or other similar transaction, the “Floor Price”).

The purchase price for the ELOC Shares designated in the second Put Notice is the lesser of (i) 95% of the lowest traded price of the

Company’s common stock during the five consecutive trading day period immediately preceding the date the Put Notice is delivered,

(ii) 95% of the dollar volume-weighted average price of the Company’s common stock on that same date and (iii) 95% of the closing

bid price of the Company’s common stock on that same date, subject to the Floor Price. The purchase price of ELOC Shares may be

lower if the Company’s common stock becomes subject to a “chill,” “stop sign” or similar restriction by

The Depository Trust Company.

Pursuant

to the ELOC Purchase Agreement, the Company may not issue or sell to the Investor any ELOC Shares that would result in the Investor beneficially

owning more than 4.99% of our outstanding shares of common stock upon such issuance (the “Beneficial Ownership Limitation”).

The

Investor’s obligation to purchase ELOC Shares under the ELOC Purchase Agreement is subject to customary conditions, including the

effectiveness of a registration statement covering the resale of the ELOC Shares, continued listing of the Company’s common stock

on an eligible trading market, and other customary closing conditions. Until termination of the ELOC Purchase Agreement, the Company

may not, without the Investor’s consent, issue common stock or common stock equivalents in any “equity line of credit”

or similar continuous offering, except in connection with the ELOC Purchase Agreement, one or more “at-the-market” offerings,

or a private offering of equity or debt securities with registration rights that closes within three months after execution of the ELOC

Purchase Agreement. In addition, except for certain exempt issuances, the Company may not issue common stock or common stock equivalents

at an effective price per share below the purchase price applicable to a Put Notice during the period beginning on the third trading

day immediately preceding delivery of the applicable Put Notice and ending on the third trading day after delivery of the purchase price

for the shares set forth in that Put Notice.

The

Company may terminate the ELOC Purchase Agreement upon one trading day’s notice to the Investor, provided that no Put Notices are

pending. The ELOC Purchase Agreement will automatically terminate upon certain events, including the end of the Investment Period, the

Investor’s purchase of the maximum amount of ELOC Shares, the delisting of the Company’s common stock, or certain bankruptcy

or insolvency events.

consideration for the Investor’s execution and delivery of the ELOC Purchase Agreement, the Company agreed to issue the Investor

(i) 3,646,974 shares of common stock (the “Commitment Shares”) and (ii) 13,058 shares of Series B convertible preferred stock

that are convertible into an aggregate of 56,528,082 shares of common stock, subject to adjustment (the “Series B Preferred Stock”

and together with the Commitment Shares, the “Commitment Securities”). The Company is not obligated to issue any Commitment

Securities until the NYSE American LLC approves the Company’s additional listing application filed in connection with the ELOC

Shares and Commitment Securities.

connection with the ELOC Purchase Agreement, on October 9, 2026, the Company filed a Certificate of Designation, Preferences, and Rights

of Series B Preferred Stock (the “Certificate of Designation”) with the Delaware Secretary of State to create and establish

the rights, preferences, powers, and restrictions of the Series B Preferred Stock. The Series B Preferred Stock ranks senior to the Company’s

common stock and junior to its Series A preferred stock and Series A-1 preferred stock. Holders of the Series B Preferred Stock are entitled

to receive dividends paid and distributions made to holders of the Company’s common stock on an as-converted basis. The Series

B Preferred Stock is only convertible following (i) stockholder approval of the issuance of shares of the Company’s common stock

upon the full conversion of the Series B Preferred Stock (the “Stockholder Approval”), and (ii) the effectiveness of an amendment

to the Company’s Certificate of Incorporation authorizing sufficient shares of common stock for full conversion of the Series B

Preferred Stock. Following such approvals, each share of Series B Preferred Stock shall be convertible, at the option of the holder,

into 4,329 shares of the Company’s common stock, subject to adjustment and a 4.99% beneficial ownership limitation. Shares of the

Series B Preferred Stock do not have voting rights prior to the date the Company receives the Stockholder Approval, except as required

by law and for certain actions that would adversely affect holders of the Series B Preferred Stock. Thereafter, holders of the Series

B Preferred Stock generally are entitled to vote on an as-converted basis with the holders of shares of the Company’s common stock.

Pursuant

to the ELOC Registration Rights Agreement, the Company agreed, as promptly as practicable and by November 22, 2026, to file with the

SEC an initial registration statement covering the resale by the Investor of the maximum number of shares of the Company’s common

stock (i) pursuant to Put Notices delivered under the ELOC Purchase Agreement, (ii) as Commitment Shares, and (iii) in the event the

Company receives the Stockholder Approval, the shares of the Company’s common stock issuable upon full conversion of all shares

of the Series B Preferred Stock. In any event, the Company may only register shares of the Company’s common stock that are registrable

in compliance with the Company’s Certificate of Incorporation, the rules and regulations of the NYSE American LLC, and applicable

law. The Company is required to use commercially reasonable efforts to have the registration statement declared effective by the Securities

and Exchange Commission at the earliest practicable date.

The

ELOC Purchase Agreement and the ELOC Registration Rights Agreement contains customary representations, warranties, agreements and conditions

to completing future sale transactions, indemnification rights and obligations of the parties. Among other things, the Investor represented

to the Company, that it is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D under the Securities

Act). The Company issued, and will issue, the securities in reliance upon an exemption from registration contained in Section 4(a)(2)

of the Securities Act and Regulation D promulgated thereunder.

The

foregoing descriptions of the ELOC Purchase Agreement, the ELOC Registration Rights Agreement, and the Certificate of Designation are

qualified in their entirety by reference to the full text of such documents, copies of which are attached hereto as Exhibits 10.1, 10.2,

and 3.1, respectively, and each of which is incorporated herein in its entirety by reference. The representations, warranties and covenants

contained in such agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of

the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.

Item

3.02. Unregistered Sales of Equity Securities.

The

information set forth under Item 1.01 above of this Current Report on Form 8-K is incorporated by reference in this Item 3.02 to the

extent required. The ELOC Shares and Commitment Securities to be issued under the ELOC Purchase Agreement will be sold pursuant to an

exemption from the registration requirements under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder.

The shares of common stock and Series B Preferred Stock have not been registered under the Securities Act and may not be offered or sold

in the United States in the absence of an effective registration statement or exemption from the registration requirements.

Item

3.03. Material Modification to Rights of Security Holders.

The

information set forth under Item 1.01 above of this Current Report on Form 8-K relating to the Certificate of Designation is incorporated

by reference in this Item 3.03.

Item

5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year

The

information set forth under Item 1.01 of this Current Report on Form 8-K relating to the Certificate of Designation is incorporated by

reference in this Item 5.03.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

3.1

Certificate of Designation, Preferences, and Rights of Series B Preferred Stock.

10.1*

Common Stock Purchase Agreement between the Company and the Investor dated October 8, 2026.

10.2

Registration Rights Agreement between the Company and the Investor dated October 8, 2026.

104

Cover

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

As permitted by Regulation S-K, Item 601(b)(10)(iv) of the Securities Exchange Act of 1934, as amended, certain confidential portions

of this exhibit have been redacted from the publicly filed document. The Registrant agrees to furnish supplementally an unredacted copy

of the exhibit to the Securities and Exchange Commission upon its request.

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.

Date:

October 9, 2026

Volato

Group, Inc.

By:

/s/

Mark Heinen

Name:

Mark

Heinen

Title:

Chief

Financial Officer

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit

3.1

Certificate

of Designations, Preferences and Rights of the

Series

B Convertible Preferred Stock of

Volato

Group, Inc.

Volato

Group, Inc. (the “Company”) has entered into that certain Common Stock Purchase Agreement dated October 8, 2026 (the

“Purchase Agreement”) by and between the Company and DFU, LLC, a Delaware limited liability company (“Investor”)

pursuant to which the Company shall issue to Investor, subject to the terms, conditions and limitations set forth therein, shares of

preferred stock convertible into shares of the Company’s Common Stock. Capitalized terms not defined herein and that are not descriptive

shall have the meaning as set forth in Section 17 below and the Purchase Agreement.

Pursuant

to the authority expressly conferred upon the Board of Directors of the Company (the “Board”) and by the Company’s

Certificate of Incorporation, as amended (the “Certificate of Incorporation”), the Board on October 9, 2026 hereby

designates the Series B Convertible Preferred Stock and the number of shares constituting such series, and fixes the rights, powers,

preferences, privileges, limitations and restrictions relating to such series in addition to any set forth in the Certificate of Incorporation

as follows:

Designation and Number of Shares. There shall hereby be created and established a series of preferred stock of the Company designated

as “Series B Convertible Preferred Stock” (the “Series B Preferred Shares”). The authorized number of

Series B Preferred Shares shall be 13,058 shares. Each Series B Preferred Share shall have a par value of $0.0001. Each Series B Preferred

Share shall have a stated value equal to $1,187.0118 (the “Stated Value”).

Ranking. All shares of Common Stock of the Company shall be junior in rank to all Series B Preferred Shares with respect to the

preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company (collectively,

the “Junior Stock”). The Series B Preferred Shares shall be junior in rank to all shares of the Company’s Series

A and Series A-1 Convertible Preferred Stock (the “Series A Preferred Shares”). The rights of all shares of Junior

Stock of the Company shall be subject to the rights, powers, preferences and privileges of the Series B Preferred Shares, and the rights

of the Series B Preferred Shares shall be subject to the rights, powers, preferences and privileges of the Series A Preferred Shares.

In the event of the merger or consolidation of the Company with or into another corporation, the Series B Preferred Shares shall maintain

their relative rights, powers, designations, privileges and preferences provided for herein and no such merger or consolidation shall

result in terms inconsistent therewith. For the avoidance of doubt, in no circumstance will a Series B Preferred Share have any rights

subordinate or otherwise inferior to the rights of shares of any Junior Stock (as defined above). Notwithstanding the foregoing, the

Series B Preferred Shares shall not be entitled to participate in any in-kind dividend from the Volato Reserve as such term is defined

in the Company’s Agreement and Plan of Merger with Alignment Engine, Inc..

Conversion.

(a)

Holder’s Conversion Right. Subject to the provisions of Section 3(e), at any time or times on or after the later of (i)

the Stockholder Approval Date (as defined below) and (ii) the Charter Amendment Effectiveness Date (as defined below) (such date, the

“Initial Conversion Date”), each holder of a Series B Preferred Share (each, a “Holder” and collectively,

the “Holders”) shall be entitled to convert any whole number of Series B Preferred Shares into validly issued, fully

paid and non-assessable shares of Common Stock in accordance with Section 3(c) determined based on the Conversion Rate (as defined below).

Notwithstanding anything to the contrary in this Certificate of Designations (including Section 5(e)), no Series B Preferred Shares shall

be convertible, and the Company shall not effect any conversion of any Series B Preferred Shares, in whole or in part, prior to the Stockholder

Approval Date.

(b)

Conversion Rate. Each Series B Preferred Share shall be convertible without the payment of additional consideration by the Holder

thereof, into such number of fully paid and non-assessable shares of Common Stock equal to the ratio determined by dividing (A) the Stated

Value of such Series B Preferred Share by (B) the Conversion Price (as defined below) in effect at the time of conversion (the “Conversion

Rate”). The “Conversion Price” shall initially be $0.2742. The Conversion Price shall be subject to adjustment

as provided below, and for the avoidance of doubt, any adjustment to the Conversion Price as provided below shall result in a concordant

adjustment to the number of shares of Common Stock into which each Series B Preferred Share may be converted pursuant to the Conversion

Rate.

fractional shares of Common Stock are to be issued upon the conversion of any Series B Preferred Shares. If the issuance would result

in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction of a share of Common Stock up to the

nearest whole share.

(c)

Mechanics of Conversion. The conversion of each Series B Preferred Share shall be conducted in the following manner:

(i)

Holder’s Conversion. To convert a Series B Preferred Share into a validly issued, fully paid and non-assessable share of

Common Stock, on any date (a “Conversion Date”), a Holder shall deliver (whether via email or otherwise), for receipt

on or prior to 11:59 p.m., New York, N.Y. time, on such date, a copy of an executed Conversion Notice with respect to the share(s) of

Series B Preferred Shares subject to such conversion in the form attached hereto as Exhibit I (the “Conversion

Notice”) to the Company. No ink-original Conversion Notice shall be required, nor shall any medallion guarantee (or other type

of guarantee or notarization) of any Conversion Notice form be required. The calculations and entries set forth in the Conversion Notice

shall control in the absence of manifest or mathematical error. To effect conversions of Series B Preferred Shares, a Holder shall not

be required to surrender the certificate(s) representing the Series B Preferred Shares to the Company unless all of the Series B Preferred

Shares represented thereby are so converted, in which case, such Holder shall surrender to a nationally recognized overnight delivery

service for delivery to the Company the original certificates representing the share(s) of Series B Preferred Shares (the “Preferred

Share Certificates”) so converted as aforesaid.

(ii)

Company’s Response. On or before the first Trading Day following the date of receipt by the Company of such Conversion Notice,

the Company shall (1) provided that (x) the Transfer Agent is participating in the Depository Trust Company (“DTC”)

Fast Automated Securities Transfer Program and (y) shares of Common Stock to be so issued are eligible for resale pursuant to Rule 144

or an effective registration statement under the Registration Rights Agreement, credit such aggregate number of shares of Common Stock

to which such Holder shall be entitled to such Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal

at Custodian system, or (2) if either of the immediately preceding clauses (x) or (y) are not satisfied, issue and deliver (via reputable

overnight courier) to the address as specified in such Conversion Notice, a certificate, registered in the name of such Holder or its

designee, for the number of shares of Common Stock to which such Holder shall be entitled. If the number of Series B Preferred Shares

represented by the Preferred Share Certificate(s) submitted for conversion pursuant to Section 3(c)(i) is greater than the number of

Series B Preferred Shares being converted, then the Company shall if requested by such Holder, as soon as practicable and in no event

later than three Trading Days after receipt of the Preferred Share Certificate(s) and at its own expense, issue and deliver to such Holder

(or its designee) a new Preferred Share Certificate representing the number of Series B Preferred Shares not converted.

(iii)

Record Holder. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of Series B Preferred

Shares shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date.

(iv)

Delivery of Conversion Shares.

(1)

As soon as practicable after any conversion or payment of any amount due hereunder in the form of shares of Common Stock in accordance

with this Certificate of Designations, Preferences and Rights of the Series B Convertible Preferred Stock (the “Certificate

of Designations”), and in any event within one (1) Trading Day thereafter (such date, the “Share Delivery Date”),

the Company shall, at its expense, cause to be issued in the name of and delivered to the Holder, or as the Holder may direct, a certificate

or certificates evidencing the number of shares of fully paid and non-assessable Common Stock to which the Holder shall be entitled on

such conversion or payment (the “Conversion Shares”), in the applicable denominations based on the applicable conversion

or payment, which certificate or certificates shall be free of restrictive and trading legends (except for any such legends as may be

required under the Securities Act). In lieu of delivering physical certificates for the Common Stock issuable upon any conversion of

this Certificate of Designations, provided the Company’s transfer agent (the “Transfer Agent”) is participating

in the DTC Fast Automated Securities Transfer Program (“FAST”) or a similar program, upon request of the Holder, the

Company shall cause the Transfer Agent to electronically transmit such Conversion Shares issuable upon conversion of this Certificate

of Designations to the Holder (or its designee), by crediting the account of the Holder’s (or such designee’s) broker with

DTC through its Deposit Withdrawal At Custodian system (provided that the same time periods herein as for stock certificates shall apply)

as instructed by the Holder (or its designee). If the Transfer Agent is not participating in FAST or if the Conversion Shares are subject

to restrictions under the Securities Act or due to the Rules of the NYSE American, Section 3(c)(v) shall apply.

(2)

Obligation Absolute. The Company’s obligations to issue and deliver the Conversion Shares upon conversion of this Certificate

of Designations in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder

to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any

action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the

Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person,

and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with

the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by the Company

of any such action the Company may have against the Holder. In the event the Holder of this Certificate of Designations shall elect to

convert any or all of the Series B Preferred Shares, the Company may not refuse conversion based on any claim that the Holder or anyone

associated or affiliated with the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction

from a court, issued with prior notice to Holder, restraining and or enjoining conversion of all or part of this Certificate of Designations

shall have been sought and obtained, and the Company posts a surety bond for the benefit of the Holder in the amount of 150% of the Stated

Value for such Series B Preferred Shares, which is subject to the injunction, which bond shall remain in effect until the completion

of litigation of the underlying dispute and the proceeds of which shall be payable to the Holder to the extent it obtains judgment. In

the absence of such injunction, the Company shall issue the Conversion Shares upon delivery of a Conversion Notice.

(3)

The Company’s Failure to Timely Convert. If the Company shall fail for any reason or for no reason, on or prior to the applicable

Share Delivery Date, if the Transfer Agent is not participating in FAST or the Conversion Shares are restricted, to issue and deliver

to the Holder (or its designee) a certificate for the number of Conversion Shares to which the Holder is entitled and register such Conversion

Shares on the Company’s share register or, if the Transfer Agent is participating in FAST, to credit the balance account of the

Holder or the Holder’s designee with DTC for such number of Conversion Shares to which the Holder is entitled upon the Holder’s

conversion of this Certificate of Designations (as the case may be) (a “Conversion Failure”), then, in addition to

all other remedies available to the Holder, if the Holder acquires (in an open market transaction, stock loan or otherwise) shares of

Common Stock corresponding to all or any portion of the number of shares of Common Stock issuable upon such conversion that the Holder

is entitled to receive from the Company and has not received from the Company in connection with such Conversion Failure (a “Buy-In”),

then, in addition to all other remedies available to the Holder, the Company shall, within two Trading Days after receipt of the Holder’s

request and in the Holder’s discretion, either: (I) pay cash to the Holder in an amount equal to the Holder’s total purchase

price (including brokerage commissions, mark-ups, stock loan costs and other out-of-pocket expenses, if any) for the shares of Common

Stock so acquired (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In

Price”), at which point the Company’s obligation to so issue and deliver such certificate (and to issue such shares of

Common Stock) or credit the balance account of such Holder or such Holder’s designee, as applicable, with DTC for the number of

shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder (as the case may be) (and to issue

such shares of Common Stock) shall terminate, or (II) promptly honor its obligation to so issue and deliver to the Holder a certificate

or certificates representing such shares of Common Stock or credit the balance account of such Holder or such Holder’s designee,

as applicable, with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s conversion hereunder

(as the case may be) and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (x)

such number of shares of Common Stock multiplied by (y) the lowest Closing Sale Price of the Common Stock on any Trading Day during the

period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause

(II) (the “Buy-In Payment Amount”). Nothing shall limit the 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 certificates representing shares of Common Stock (or to electronically deliver such

shares of Common Stock) upon the conversion of this Certificate of Designations as required pursuant to the terms hereof.

(4)

Conversion Priority. In the event that the Company receives a Conversion Notice from the Holder and any holders of convertible

securities for the same Conversion Date and the Company can effect the conversion and exercise of some, but not all, of such portions

of the Certificate of Designations, convertible securities submitted for conversion, exercise, or exchange, the Company, subject to this

Section 3(c)(iv), shall (i) first effect the entire conversion of the Series A Preferred Shares electing to convert on such date, (ii)

second effect the conversion of the entire Stated Value of Series B Preferred Shares submitted for conversion on such date by the Holder,

and (iii) thereafter effect the exercise and conversion from each holder of other convertible securities electing to have such other

convertible securities exercised, converted or exchanged on such date (other than the Conversion Shares).

(v)

Book-Entry. If the Transfer Agent is not participating in FAST or if the Conversion Shares are restricted under the Securities

Act, the Company shall issue the Conversion Shares in book entry within the time provided in this Certificate of Designations. Notwithstanding

anything to the contrary set forth in this Section 3, upon conversion of any Series B Preferred Shares in accordance with the terms hereof,

no Holder thereof shall be required to physically surrender the certificate representing the Series B Preferred Shares to the Company

following conversion thereof unless (A) the full or remaining number of Series B Preferred Shares represented by the certificate are

being converted (in which event such certificate(s) shall be delivered to the Company as contemplated by this Section 3(c)(v) or (B)

such Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance

of Series B Preferred Shares upon physical surrender of any Series B Preferred Shares. Each Holder and the Company shall maintain records

showing the number of Series B Preferred Shares so converted by such Holder and the dates of such conversions or shall use such other

method, reasonably satisfactory to such Holder and the Company, so as not to require physical surrender of the certificate representing

the Series B Preferred Shares upon each such conversion. In the event of any dispute or discrepancy, such records of such Holder establishing

the number of Series B Preferred Shares to which the record holder is entitled shall be controlling and determinative in the absence

of manifest error. A Holder and any transferee or assignee, by acceptance of a certificate, acknowledge and agree that, by reason of

the provisions of this paragraph, following conversion of any Series B Preferred Shares, the number of Series B Preferred Shares represented

by such certificate may be less than the number of Series B Preferred Shares stated on the face thereof. Each certificate for Series

B Preferred Shares shall bear the following legend:

ANY

TRANSFEREE OR ASSIGNEE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY’S CERTIFICATE OF DESIGNATIONS RELATING

TO THE SHARES OF SERIES B PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 3(c) THEREOF. THE NUMBER OF SHARES OF SERIES

B PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF SHARES OF SERIES B PREFERRED STOCK STATED ON THE FACE

HEREOF PURSUANT TO SECTION 3(c) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF SERIES B PREFERRED STOCK REPRESENTED BY

THIS CERTIFICATE.

(d)

Taxes. The Company shall pay any and all documentary, stamp, transfer (but only in respect of the registered holder thereof),

transfer agent fees, issuance and other similar taxes that may be payable with respect to the issuance and delivery of shares of Common

Stock upon the conversion of Series B Preferred Shares.

(e)

Beneficial Ownership Limitation. The Company shall not effect any conversion of the Series B Preferred Shares, and a Holder shall

not have the right to convert any portion of the Series B Preferred Shares, to the extent that, after giving effect to the conversion

set forth on the applicable Conversion Notice, such Holder (together with such Holder’s Affiliates, and any Persons acting as a

group together with such Holder or any of such 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 such Holder and its Affiliates and Attribution Parties shall include the number of shares

of Common Stock issuable upon conversion of the Series B Preferred Shares with respect to which such determination is being made, but

shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted Stated Value

of Series B Preferred Shares beneficially owned by such Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion

of the unexercised or unconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous

to the limitation contained herein (including, without limitation, the Series B Preferred Shares and warrants, if any) beneficially owned

by such Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section

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

thereunder. To the extent that the limitation contained in this Section 3(e) applies, the determination of whether the Series B Preferred

Shares is convertible (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and

of how many shares of Series B Preferred Shares are convertible shall be in the sole discretion of such Holder, and the submission of

a Conversion Notice shall be deemed to be such Holder’s determination of whether the shares of Series B Preferred Shares may be

converted (in relation to other securities owned by such Holder together with any Affiliates and Attribution Parties) and how many Series

B Preferred Shares are convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction,

each Holder will be deemed to represent to the Company each time it delivers a Conversion Notice that such Conversion Notice has not

violated the restrictions set forth in this paragraph and the Company shall have no obligation to verify or confirm the accuracy of such

determination provided that for purposes of this Section 3(e), the Holder shall be entitled to rely on: (i) the Company’s most

recent periodic or annual report filed with the Commission, (ii) a more recent public announcement by the Company, or (iii) a more recent

written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding and the Company shall

indemnify the Holder in accordance with the Purchase Agreement, if the Holder suffers any damages including attorneys’ fees, claims

or losses as a result of Excess Shares (as defined below) being issued as which arises from the inaccuracy of any of the foregoing or

any action or failure to act by the Company in accordance with this Certificate of Designations. In addition, a determination as to any

group status as contemplated above shall be determined in accordance with Section 13(d)(3) of the Exchange Act and the rules and regulations

promulgated thereunder. Upon the request of a Holder, the Company shall within one Trading Day confirm orally and in writing to such

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 the Series B Preferred Shares and

warrants, if any, by such 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 conversion of Series

B Preferred Shares held by the applicable Holder. In the event that the issuance of shares of Common Stock to the Holder upon conversion

of the Series B Preferred Shares results in the Holder together with any Affiliates and Attribution Parties being deemed to beneficially

own, in the aggregate, a number of outstanding shares of Common Stock in excess of the Beneficial Ownership Limitation, the number of

shares so issued by which the Holder’s together with any of its Affiliates’ and Attribution Parties’ aggregate beneficial

ownership of shares of Common Stock exceeds the Beneficial Ownership Limitation (the “Excess Shares”) shall not be

issued by the Company, and any Excess Shares shall be deemed not issued, and the corresponding Series B Preferred Shares shall remain

outstanding and convertible. A Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions

of this Section 3(e) applicable to its Series B Preferred Shares 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 conversion of Series B Preferred Shares held by the Holder and the provisions of this Section 3(e) shall continue to apply. Any

such increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered

to the Company and shall only apply to such Holder and no other Holder. The provisions of this paragraph shall be construed and implemented

in a manner otherwise than in strict conformity with the terms of this Section 3(e) to correct this paragraph (or any portion hereof)

which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements

necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor

holder of Series B Preferred Shares. Notwithstanding the foregoing and for avoidance of doubt, to comply with the rules and regulations

of the Principal Market, the Company shall not affect any conversion of any Series B Preferred Shares prior to the Stockholder Approval

Date.

Adjustments.

(a)

Adjustment of Conversion Rate upon Subdivision or Combination of Common Stock. With respect to any unconverted Series B Preferred

Shares, if the Company at any time on or after the Initial Issuance Date subdivides (by any stock split, stock dividend, recapitalization

or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Conversion Price for

any unconverted shares in effect immediately prior to such subdivision will be proportionately decreased so that the number of shares

of Common Stock issuable on conversion of each Series B Preferred Share shall be increased in proportion to such increase in the aggregate

number of shares of Common Stock outstanding. With respect to any unconverted Series B Preferred Shares, if the Company at any time on

or after the Initial Issuance Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding

shares of Common Stock into a smaller number of shares, the Conversion Price for any unconverted shares in effect immediately prior to

such combination will be proportionately increased so that the number of shares of Common Stock issuable on conversion of each Series

B Preferred Share shall be decreased in proportion to such decrease in the aggregate number of shares of Common Stock outstanding. Any

adjustment pursuant to this Section 4(a) shall become effective immediately after the effective date of such subdivision or combination.

(b)

Rights Upon Fundamental Transactions. At any time while any Series B Preferred Shares remain outstanding, upon any subsequent

conversion of any Series B Preferred Shares, the Holder shall have the right to receive, for each Conversion Share that would have been

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

Section 3(e) on the conversion of any Series B Preferred Shares), 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 any Series B Preferred

Shares is convertible immediately prior to such Fundamental Transaction (without regard to any limitation in Section 3(e) on the conversion

of any Series B Preferred Shares). For purposes of any such conversion, the determination of the Conversion 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 Conversion 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 conversion of any Series B Preferred Shares following

such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to the Company or Surviving

Entity in such Fundamental Transaction shall file a new Certificate of Designations with the same terms and conditions and issue to the

Holders new preferred stock consistent with the foregoing provisions and evidencing the Holders’ right to convert such preferred

stock into Alternate Consideration. 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 Certificate

of Designations and the other Transaction Documents (as defined in the Purchase Agreement) in accordance with the provisions of this

Section 4(b) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without

unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the holder of any Series B Preferred Shares, deliver

to the Holder in exchange for such Series B Preferred Shares a security of the Successor Entity evidenced by a written instrument substantially

similar in form and substance to the Series B Preferred Shares which is convertible 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 conversion of

the Series B Preferred Shares (without regard to any limitations on the conversion of the Series B Preferred Shares) prior to such Fundamental

Transaction, and with a conversion price which applies the Conversion 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 Conversion Price being for the purpose of protecting the economic value of the

Series B Preferred Shares 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 Certificate of Designations

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 Certificate of Designations and

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

(c)

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

may be. For purposes of this Section 4, the nearest 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 any treasury shares, if any) issued and outstanding.

(d)

Notice to Holder.

(i)

Adjustment to Conversion Price. Whenever the Conversion Price is adjusted pursuant to any provision of this Section 4, the Company

shall promptly give notice to the Holder setting forth the Conversion Price after such adjustment and any resulting adjustment to the

number of Conversion Shares and setting forth a statement of the facts requiring such adjustment (“Adjustment Notice”).

For purposes of clarification, whether or not the Company provides an Adjustment Notice pursuant to this Section, upon the occurrence

of any event resulting in an adjustment hereunder, the Holder is entitled to receive a number of Conversion Shares based upon the adjusted

Conversion Rate regardless of whether the Holder accurately refers to the Conversion Price in the Conversion Notice.

(ii)

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

on the Common Stock (other than an in-kind dividend from the Volato Reserve), (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 is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby

the Common Stock are converted into other securities, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation

or winding up of the affairs of the Company, then, the Company shall deliver to the Holder at its last address as it shall appear upon

the books 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 mail such notice or any defect

therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. The

Holder shall remain entitled to convert these Series B Preferred Shares 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.

Authorized Shares; Other Matters.

(a)

Reservation. Beginning on the Stockholder Approval Date, the Company shall reserve out of its authorized and unissued Common Stock

a number of shares of Common Stock equal to 100% of the total number of Conversion Shares issuable upon full conversion of all outstanding

Series B Preferred Shares pursuant to this Certificate of Designations, without giving effect to the Beneficial Ownership Limitation,

as such amount may be reduced following conversions or otherwise changed pursuant to this Certificate of Designations. Following the

Initial Conversion Date, so long as any of the Series B Preferred Shares are outstanding, the Company shall take all action necessary

to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the conversion

of the Series B Preferred Shares, as of any given date, 100% of the number of shares of Common Stock as shall from time-to-time be necessary

to effect the full conversion of all of the Series B Preferred Shares then outstanding, without giving effect to the Beneficial Ownership

Limitation, provided that at no time shall the number of shares of Common Stock so available be less than the number of shares required

to be reserved by the previous sentence (without regard to any limitations on conversions contained in this Certificate of Designations)

(the “Required Amount”). The initial number of shares of Common Stock reserved for conversions of the Series B Preferred

Shares and each adjustment in the number of shares so reserved shall be allocated pro rata among the Holders based on the number of Series

B Preferred Shares held by each Holder on the Initial Issuance Date or adjustment in the number of reserved shares (as the case may be)

(the “Authorized Share Allocation”). In the event a Holder shall sell or otherwise transfer any of such Holder’s

Series B Preferred Shares, each transferee shall be allocated a pro rata portion of such Holder’s Authorized Share Allocation.

Any shares of Common Stock reserved and allocated to any Person which ceases to hold any Series B Preferred Shares shall be allocated

to the remaining Holders of Series B Preferred Shares, pro rata based on the number of Series B Preferred Shares then held by such Holders.

(b)

Insufficient Authorized Shares.

(i)

The Company shall use commercially reasonable efforts to obtain the Stockholder Approval and to cause the Initial Conversion Date to

occur within the minimum period of time practicable in accordance with applicable laws, rules and regulations, including those enforced

or promulgated by the SEC, the Principal Market and the State of Delaware. The Company shall include proposals for Stockholder Approval

and the Charter Amendment at its next annual or special meeting held after the Initial Issuance Date and at each annual or special meeting

held thereafter until the Stockholder Approval and Charter Amendment have been obtained, with the Board’s recommendation in favor

of each such proposal.

(ii)

If, notwithstanding Sections 5(a) and 5(b)(i) and not in limitation thereof, at any time following the Initial Conversion Date and while

any of the Series B Preferred Shares remain outstanding the Company does not have a sufficient number of authorized and unissued shares

of Common Stock to satisfy its obligation to have available for issuance upon conversion of the Series B Preferred Shares at least a

number of shares of Common Stock equal to the Required Amount (an “Authorized Share Failure”), then the Company shall

take all reasonable action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow

the Company to reserve and have available the Required Amount for all of the Series B Preferred Shares then outstanding, and shall use

commercially reasonable efforts to cause such increase to take effect within the minimum period of time practicable in accordance with

applicable laws, rules and regulations, including those enforced or promulgated by the SEC, the Principal Market and the State of Delaware.

In the event of any Authorized Share Failure, the Company shall comply with and follow the terms and procedures set forth in Section

5(b)(i) to obtain the requisite stockholder approval and amendment to its Certificate of Incorporation.

(iii)

In the event the Company can comply with this Section 5(b) using the written consent of its stockholders in lieu of a meeting in accordance

with applicable laws, rules and regulations, the Company shall pursue such consent, adhering to the requirements of the SEC and the Principal

Market, to cause the Stockholder Approval or remediation of any subsequent Authorized Share Failure within the minimum amount of time

practicable in compliance with applicable laws, rules and regulations, and in any event within a shorter time period than those contemplated

in Sections 5(b)(i) or (ii) with respect to a meeting of its stockholders.

(c)

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 4(a) above, if at any time the Company grants,

issues or sells any Common Stock Equivalents (as defined below) 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 each Holder will be

entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which such Holder could have acquired

if such Holder had held the number of shares of Common Stock acquirable upon complete conversion of such Holder’s Series B Preferred

Shares (without regard to any limitations on conversion 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;

provided, however, that, to the extent that such Holder’s right to participate in any such Purchase Right would result in such

Holder exceeding the Beneficial Ownership Limitation, then such 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 such Holder until such time not to exceed 12 months as its right thereto would not

result in such Holder exceeding the Beneficial Ownership Limitation provided Holder complies with all of the other obligations of a beneficiary

of the Purchase Rights that would not result in Holder exceeding the Beneficial Ownership Limitation.

(d)

Pro Rata Distributions. During such time as the Series B Preferred Shares are outstanding, if the Company declares or makes any

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

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

of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction, but excluding

any in-kind dividend from the Volato Reserve) (a “Distribution”), then, in each such case, each Holder shall be entitled

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

of shares of Common Stock acquirable upon complete conversion of the Holder’s Series B Preferred Shares (without regard to any

limitations on conversion hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which

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

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

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

Holder until such times, not in excess of 12 months, as its right thereto would not result in such Holder exceeding the Beneficial Ownership

Limitation).

(e)

Notwithstanding anything in this Certificate of Designations to the contrary, in the event that the Company’s Common Stock is no

longer listed on the NYSE American or another Eligible Market, (A) the Series B Preferred Shares may be converted subject only to the

occurrence of the Charter Amendment Effectiveness Date, and (B) in such event, Holders of the Series B Preferred Shares shall be entitled

to vote on an as-converted basis with the holders of shares of Common Stock (except as otherwise required by applicable law, including

the DGCL) on all matters brought before the stockholders of the Company; provided, however, that Holders of Series B Preferred

Shares will not be entitled to vote on any matters for which stockholder approval is sought in order to comply with the rules and regulations

of the Principal Market and on which the Holders are not entitled or are precluded from voting pursuant to the rules and regulations

of the Principal Market. In the event of any conflict or inconsistency between this Section 5(e) and any other provision of this Certificate

of Designations (other than the last sentence of Section 3(a)), the provisions of this Section 5(e) shall prevail, and such other provisions

shall be construed in a manner which most closely reflects the intent of the parties as set forth in this Section 5(e).

Voting Rights. Prior to the Stockholder Approval Date, Holders of the Series B Preferred Shares shall have no voting rights, except

as required by law (including without limitation, the DGCL), provided, however, as long as any Series B Preferred Shares

are outstanding, the Company shall not, without the affirmative vote of the Holders of a majority of the then-outstanding Series B Preferred

(a)

alter or change adversely the powers, preferences or rights given to the Series B Preferred Shares or alter or amend this Certificate

of Designations;

(b)

amend its Certificate of Incorporation or other charter documents in any manner that adversely affects any rights of the Holders; provided,

however, any increase in authorized capital or adjustments under Section 4 shall not be deemed to be adverse;

(c)

increase the number of authorized shares of Series B Preferred Shares;

(d)

pay cash dividends or distributions on junior securities of the Company (including but not limited to Junior Stock); or

(e)

authorize, create or issue any class or series of capital stock ranking senior to or pari passu with the Series B Preferred Shares (other

than the Series A Preferred Shares and Series A-1 Preferred Shares as in effect on the Initial Issuance Date), or amend the terms of

the Series B Preferred Shares in a manner adverse to the Holders; or redeem or repurchase any Junior Stock;

(f)

enter into any agreement with respect to any of the foregoing.

Beginning

on the Stockholder Approval Date, Holders of the Series B Preferred Shares shall be entitled to vote on an as-converted basis with the

holders of shares of Common Stock (except as otherwise required by applicable law, including the DGCL) on all matters brought before

the stockholders of the Company; provided, however, that Holders of Series B Preferred Shares will not be entitled to vote

on any matters for which stockholder approval is sought in order to comply with the rules and regulations of the Principal Market and

on which the Holders are not entitled or are precluded from voting pursuant to the rules and regulations of the Principal Market. After

the Stockholder Approval Date, any Holder may, by written notice to the Company, elect to decline to exercise its voting rights on an

as-converted basis under this Section 6 in order to avoid affiliate status.

Holders

of the Series B Preferred Shares shall be entitled to written notice of all stockholder meetings or written consents (and copies of proxy

materials and other information sent to stockholders), which notice shall be provided pursuant to and in accordance with the Company’s

Bylaws and the DGCL.

Liquidation Preference, Dissolution, Winding-Up. Upon any Liquidation Event, each holder of Series B Preferred Shares shall be

entitled to receive, in cash out of the assets of the Company, whether from capital or from earnings available for distribution to its

stockholders (the “Liquidation Funds”), prior and in preference to any distribution to the holders of Junior Stock,

but junior to any distribution to the holders of Series A Preferred Shares, an amount equal to such holder’s Stated Value per share

for each Series B Preferred Share (the “Liquidation Preference”). Following payment in full of the Liquidation Preference,

the remaining assets and proceeds available for distribution shall be distributed among the holders of Common Stock and the Holders of

Series B Preferred Shares (on an as converted basis) pro rata in accordance with their respective ownership percentages. To the extent

necessary, the Company shall cause such actions to be taken by each of its Subsidiaries so as to enable, to the maximum extent permitted

by law, the proceeds of a Liquidation Event to be distributed to the Holders in accordance with this Section 7. All the preferential

amounts to be paid to the Holders under this Section 7 shall be paid or set apart for payment before the payment or setting apart for

payment of any amount for, or the distribution of any Liquidation Funds of the Company to the holders of shares of Junior Stock in connection

with a Liquidation Event as to which this Section 7 applies. The Company shall mail written notice of any such Liquidation, not less

than 45 days prior to the payment date stated therein, to each Holder. If the Liquidation Funds are insufficient to pay the full amount

due to the Holders and holders of shares of parity stock, then each Holder and each holder of parity stock shall receive a percentage

of the Liquidation Funds equal to the full amount of Liquidation Funds payable to such Holder and such holder of parity stock, in accordance

with their respective certificate of designations (or equivalent), as a percentage of the full amount of Liquidation Funds payable to

all holders of Series B Preferred Shares and all holders of shares of parity stock.

Participation. In addition to any adjustments pursuant to Section 4, the Holders shall, as holders of Series B Preferred Shares,

be entitled to receive such dividends paid and distributions made to the holders of shares of Common Stock to the same extent as if such

Holders had converted each Series B Preferred Share held by each of them into shares of Common Stock (without regard to any limitations

on conversion herein or elsewhere) and had held such shares of Common Stock on the record date for such dividends and distributions.

Payments under the preceding sentence shall be made concurrently with the dividend or distribution to the holders of shares of Common

Stock (provided, however, to the extent that a Holder’s right to participate in any such dividend or distribution would result

in such Holder exceeding the Beneficial Ownership Limitation, then such Holder shall not be entitled to participate in such dividend

or distribution to such extent (or the beneficial ownership of any such shares of Common Stock as a result of such dividend or distribution

to such extent) and such dividend or distribution to such extent shall be held in abeyance for the benefit of such Holder until such

time, if ever, as its right thereto would not result in such Holder exceeding the Beneficial Ownership Limitation). Notwithstanding the

foregoing, the participation rights in this Section 8 shall not apply to any in-kind dividend from the Volato Reserve. Except as provided

in this Section 8, no dividends shall accrue or be payable with respect to the Series B Preferred Shares.

Transfer Taxes and Expenses. The issuance of Conversion Shares on conversion of the Series B Preferred Shares shall be made without

charge to any Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such Conversion

Shares, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the

issuance and delivery of any such Conversion Shares upon conversion in a name other than that of the Holders of such shares of Series

B Preferred Shares and the Company shall not be required to issue or deliver such Conversion Shares unless or until the Person or Persons

requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of

the Company that such tax has been paid. The Company shall pay all Transfer Agent fees required for same-day processing of any Conversion

Notice and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required

for same-day electronic delivery of the Conversion Shares.

10.

Lost or Stolen Certificates. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft,

destruction or mutilation of any certificates representing Series B Preferred Shares (as to which a written certification and the indemnification

contemplated below shall suffice as such evidence), and, in the case of loss, theft or destruction, of an indemnification undertaking

by the applicable Holder to the Company in customary and reasonable form and, in the case of mutilation, upon surrender and cancellation

of the certificate(s), the Company shall execute and deliver new certificate(s) of like tenor and date.

11.

Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Certificate of Designations

shall be cumulative and in addition to all other remedies available under this Certificate of Designations, at law or in equity (including

a decree of specific performance and/or other injunctive relief), and no remedy contained herein shall be deemed a waiver of compliance

with the provisions giving rise to such remedy. Nothing herein shall limit any Holder’s right to pursue actual and consequential

damages for any failure by the Company to comply with the terms of this Certificate of Designations. The Company covenants to each Holder

that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided

for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by a Holder

and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). The

Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holders and that the remedy

at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach,

each Holder shall be entitled, in addition to all other available remedies, to an injunction restraining any such breach or any such

threatened breach, without the necessity of showing economic loss and without any bond or other security being required, to the extent

permitted by applicable law. The Company shall provide all information and documentation to a Holder that is requested by such Holder

to enable such Holder to confirm the Company’s compliance with the terms and conditions of this Certificate of Designations.

12.

Non-circumvention. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation,

Bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, 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 Certificate

of Designations, and will at all times in good faith carry out all the provisions of this Certificate of Designations and take all action

as may be required to protect the rights of the Holders. Without limiting the generality of the foregoing or any other provision of this

Certificate of Designations, the Company (i) shall take all such actions as may be necessary or appropriate in order that the Company

may validly and legally issue fully paid and non-assessable shares of Common Stock upon the conversion of Series B Preferred Shares and

(ii) shall, so long as any Series B Preferred Shares are outstanding, take all action necessary to reserve and keep available out of

its authorized and unissued shares of Common Stock, solely for the purpose of effecting the conversion of the Series B Preferred Shares,

the maximum number of shares of Common Stock as shall from time to time be necessary to effect the conversion of the Series B Preferred

Shares then outstanding (without regard to any limitations on conversion contained herein).

13.

Failure or Indulgence Not Waiver. No failure or delay on the part of a Holder in the exercise of any power, right or privilege

hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude

other or further exercise thereof or of any other right, power or privilege. No waiver shall be effective unless it is in writing and

signed by an authorized representative of the waiving party. This Certificate of Designations shall be deemed to be jointly drafted by

the Company and all Holders and shall not be construed against any Person as the drafter hereof.

14.

Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be

in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) delivered by reputable air courier service with

charges prepaid, next Trading Day delivery, or (iii) transmitted by email, addressed as set forth below or to such other address as such

party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder

shall be deemed effective (a) upon hand delivery or delivery by email, with evidence of confirmation, at the address designated below

(if delivered on a Trading Day during normal business hours where such notice is to be received), or the first Trading Day following

such delivery (if delivered other than on a Trading Day during normal business hours where such notice is to be received) or (b) on the

second Trading Day following the date of transmittal by express courier service, fully prepaid, addressed to such address. The addresses

for such communications shall be: (i) if to the Company, to: 1954 Airport Road, Suite 124, Chamblee, GA 30341, Attention: Mark Heinen,

Chief Financial Officer, mark.heinen@flyvolato.com; and (ii) if to the Holders, to: the addresses and email address on record with the

Company.

15.

Series B Preferred Shares Register. The Company shall maintain at its principal executive offices (or such other office or agency

of the Company as it may designate by notice to the Holders), or shall engage the transfer agent for its common stock to maintain, a

register for the Series B Preferred Shares, in which the Company shall record the name, address and email address of the Persons in whose

name the Series B Preferred Shares have been issued, as well as the name and address of each transferee. The Company may treat the Person

in whose name any Series B Preferred Shares are registered on the register as the owner and holder thereof for all purposes, notwithstanding

any notice to the contrary, but in all events recognizing any properly made transfers.

15A.

Transfer. A Holder may transfer Series B Preferred Shares to any Affiliate or in compliance with applicable securities laws, in

each case without the consent of the Company.

16.

Stockholder Matters; Amendment.

(a)

Stockholder Matters. Any stockholder action, approval or consent required, desired or otherwise sought by the Company pursuant

to the DGCL, the Certificate of Incorporation, this Certificate of Designations or otherwise with respect to the issuance of Series B

Preferred Shares may be effected by written consent of the Company’s stockholders or at a duly called meeting of the Company’s

stockholders, all in accordance with the DGCL. This provision is intended to comply with the applicable DGCL sections permitting stockholder

action, approval and consent effected by written consent in lieu of a meeting.

(b)

Amendment. This Certificate of Designations or any provision hereof may be amended by obtaining the affirmative vote at a meeting

duly called for such purpose, or written consent without a meeting in accordance with the DGCL, of the Required Holders, voting separately

as a single class, and with such other stockholder approval, if any, as may then be required pursuant to the DGCL and the Certificate

of Incorporation.

17.

Certain Defined Terms. For purposes of this Certificate of Designations, the following terms shall have the following meanings:

(a)

“Certificate of Designations” means Certificate of Designations, Preferences and Rights of the Series B Convertible

Preferred Stock of Volato Group, Inc.

(b)

“Charter Amendment” means a Certificate of Amendment to the Company’s Certificate of Incorporation to increase

the number of authorized shares of Common Stock in an amount sufficient to provide for issuance of all Conversion Shares and for the

Company to reserve a number of authorized and unissued shares of Common Stock equal to the Required Amount.

(c)

“Charter Amendment Effectiveness Date” means the first Trading Day following effectiveness of the Charter Amendment

filed with the Secretary of State of the State of Delaware.

(d)

“Closing Sale Price” means, for any security as of any date, the last closing trade price, respectively, for such

security on the Principal Market, as reported by Bloomberg, or, if the Principal Market begins to operate on an extended hours basis

and does not designate the closing trade price (as the case may be) then the last trade price of such security prior to 4:00 p.m., New

York, New York time, as reported by Bloomberg, or, if the NYSE American or another Eligible Market is not the Principal Market, the last

trade price of such security on the principal securities exchange or Trading Market where such security is listed or traded as reported

by Bloomberg, or if the foregoing do not apply, the last trade price of such security in the over-the-counter market on the electronic

bulletin board for such security as reported by Bloomberg, or, if no last trade price is reported for such security by Bloomberg, the

average of the bid prices, or the ask prices, respectively, of any market makers for such security as reported in the OTCID Basic Market

operated by OTC Markets Group Inc. If the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing

bases, the Closing Sale Price of such security on such date shall be the fair market value as mutually determined in good faith by the

Company and the applicable Holder. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock

combination or other similar transaction during such period.

(e)

“Common Stock” means (i) the Company’s shares of common stock, $0.0001 par value per share, and (ii) any capital

stock into which such common stock shall have been changed or any share capital resulting from a reclassification of such common stock.

(f)

“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, units

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.

(g)

“DGCL” means the Delaware General Corporation Law.

(h)

“Eligible Market” means The New York Stock Exchange, the NYSE American, The Nasdaq Global Select Market, The Nasdaq

Global Market or The Nasdaq Capital Market.

(i)

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

(j)

“Fundamental Transaction” shall mean that (i) the Company or any of its Subsidiaries shall, directly or indirectly,

in one or more related transactions, (A) consolidate or merge with or into (whether or not the Company or any of its Subsidiaries is

the surviving corporation) any other Person, or (B) 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 to any

other Person, or (C) directly or indirectly make, or allow any other Person to make, a purchase, tender or exchange offer (whether by

the Company or another Person) that is accepted by the holders of more than 50% of the outstanding shares of voting stock of the Company

(not including any shares of voting stock of the Company held by the Person or Persons making or party to, or associated or affiliated

with the Persons making or party to, such purchase, tender or exchange offer), or (D) the Company, directly or indirectly, in one or

more related transactions, consummate a stock or share exchange agreement or other business combination (including, without limitation,

a reorganization, recapitalization, spin-off or scheme of arrangement) with any other Person whereby such other Person acquires more

than 50% of the outstanding shares of voting stock of the Company (not including any shares of voting stock of the Company 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 exchange agreement or other business combination), or (E) the Company reorganizes, recapitalizes or reclassifies the Common Stock,

or (ii) any “person” or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the Exchange

Act and the rules and regulations promulgated thereunder) is or shall become the “beneficial owner” (as defined in Rule 13d-3

under the Exchange Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding

voting stock of the Company. Notwithstanding the foregoing, the term Fundamental Transaction shall not include the transactions contemplated

by the Purchase Agreement.

(k)

“Initial Issuance Date” means the date on which the Series B Preferred Shares are issued.

(l)

“Liquidation Event” means, whether in a single transaction or series of transactions, the voluntary or involuntary

liquidation, dissolution or winding up of the Company or such Subsidiaries the assets of which constitute all or substantially all of

the assets of the business of the Company and its Subsidiaries, taken as a whole. Notwithstanding the foregoing, the term Liquidation

Event shall not include the transactions contemplated by the Purchase Agreement.

(m)

“Parent Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person and whose

common stock or equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent

Entity, the Person or Parent Entity with the largest public market capitalization as of the date of consummation of the Fundamental Transaction.

(n)

“Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust,

an unincorporated organization, any other entity or a government or any department or agency thereof.

(o)

“Principal Market” means the market on which the Common Stock is listed or quoted for trading as of the date in question.

As of the Initial Issuance Date, the Principal Market is the NYSE American, LLC.

(p)

“Required Holders” means holders of at least a majority of the outstanding Series B Preferred Shares.

(q)

“SEC” means the U.S. Securities and Exchange Commission.

(r)

“Securities” means, collectively, the Series B Preferred Shares and the shares of Common Stock issuable upon conversion

of the Series B Preferred Shares.

(s)

“Securities Act” means the Securities Act of 1933, as amended.

(t)

“Stockholder Approval” means (a) such approval as may be required by the applicable rules and regulations of the NYSE

American, LLC (or any successor entity) from the stockholders of the Company with respect to issuance of all of the Conversion Shares

upon the conversion of the Series B Preferred Shares, and (b) approval for the Company to file the Charter Amendment.

(u)

“Stockholder Approval Date” means the first Trading Day following the Company’s notice to the Holders of Stockholder

Approval, which notice shall be provided within two Trading Days of the Company’s receipt of Stockholder Approval. Notwithstanding

anything to the contrary, such notice shall be deemed to be given by a public filing with the SEC disclosing the effectiveness of the

Stockholder Approval.

(v)

“Subsidiary” means any subsidiary of the Company and shall, where applicable, also include any direct or indirect

subsidiary of the Company formed or acquired after the date hereof.

(w)

“Successor Entity” means the Person (or, if so elected by the Required Holders, the Parent Entity) formed by, resulting

from or surviving any Fundamental Transaction or the Person (or, if so elected by the Required Holders, the Parent Entity) with which

such Fundamental Transaction shall have been entered into.

(x)

“Trading Day” means any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market

is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the

Common Stock is then traded, provided that “Trading Day” shall not include any day on which the Common Stock is scheduled

to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final

hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on

such exchange or market, then during the hour ending at 4:00 p.m., New York, New York time) unless such day is otherwise designated as

a Trading Day in writing by the Required Holders.

(y)

“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 New York Stock Exchange, the Nasdaq Capital Market, the Nasdaq Global Market,

the Nasdaq Global Select Market, or any market operated by OTC Markets (or any successors to any of the foregoing).

[signature

page follows]

WITNESS WHEREOF, the Company has caused this Certificate of Designations of Volato Group, Inc. to be signed by its Chief Executive Officer

on this 9th day of October, 2026.

Volato

Group, Inc.

/s/

Mark Heinen

Name:

Mark Heinen

Title:

Chief Financial Officer

Signature

Page to Certificate of Designations

EXHIBIT

VOLATO

GROUP, INC.

CONVERSION

NOTICE

Reference

is made to the Certificate of Designations, Preferences and Rights of the Series B Convertible Preferred Stock of Volato Group, Inc.

(the “Certificate of Designations”). In accordance with and pursuant to the Certificate of Designations, the undersigned

hereby elects to convert the number of shares of Series B Convertible Preferred Stock, $0.0001 par value per share (the “Series

B Preferred Shares”), of Volato Group, Inc., a Delaware corporation (the “Company”), indicated below into

shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company, as of the date specified

below.

Date

of Conversion:

Number

of Series B Preferred Shares to be converted:

Tax

ID Number (If applicable):

Conversion

Price:

Number

of shares of Common Stock to be issued: ___________________

Please

issue the shares of Common Stock into which the Series B Preferred Shares are being converted in the following name and to the following

address:

Issue

to: _________________________________________

Address:

_________________________________________

Telephone

Number: ________________________________

address: ____________________________________

Holder:

__________________________________________

By:

_____________________________________________

Title:

___________________________________________

Dated:_____________________________

Account

Number (if electronic book entry transfer): _______________________________

Transaction

Code Number (if electronic book entry transfer): _______________________________

Exhibit I- 1

EX-10.1

Filename: ex10-1.htm · Sequence: 3

Exhibit

10.1

Execution Version

COMMON

STOCK PURCHASE AGREEMENT

This

COMMON STOCK PURCHASE AGREEMENT is made and entered into as of October 8, 2026 (this “Agreement”), by

and between DFU, LLC, a Delaware limited liability company (the “Investor”), and Volato Group, Inc., a Delaware

corporation (the “Company”).

RECiTALS

WHEREAS,

the parties desire that, upon the terms and subject to the conditions and limitations set forth herein, the Company may issue and sell

to the Investor, from time to time as provided herein, and the Investor shall purchase from the Company, up to the lesser of (a) $1,000,000,000

and (b) 19.99% of the Company’s outstanding shares of Common Stock as of the date of this Agreement, unless Stockholder Approval

(defined below) is obtained to issue more than such 19.99%;

WHEREAS,

in consideration for the Investor’s execution and delivery of this Agreement, the Company shall cause its Transfer Agent to issue

the Commitment Securities to the Investor; and

WHEREAS,

the parties hereto are concurrently entering into a Registration Rights Agreement in the form attached as Exhibit A hereto (the

“Registration Rights Agreement”), pursuant to which the Company shall provide Investor with certain registration

rights related to the shares issued under this Agreement, upon the terms and subject to the conditions set forth therein.

NOW,

THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:

Article

PURCHASE AND SALE OF COMMON STOCK

Section

1.1. Purchase and Sale of Stock. Upon the terms and subject to the conditions of this Agreement, during the Investment Period,

the Company, in its sole discretion, shall have the right, but not the obligation, to issue and sell to the Investor, and the Investor

shall purchase from the Company, up to the lesser of (a) $1,000,000,000 and (b) the Aggregate Limit (as defined below) of shares of Common

Stock (the “Total Purchase Commitment”), to the extent applicable under Section 2.4, by the delivery to the

Investor of a Put Notice as provided in Article II. The “Aggregate Limit” means (x) prior to the Stockholder

Approval Date (if any), 19.99% of the Company’s outstanding shares of Common Stock as of the date of this Agreement, including

the Commitment Securities, which number of shares shall be reduced on a share-for-share basis by the number of shares of Common Stock

issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by

this Agreement under the applicable rules of the Trading Market, and (y) from and after the Stockholder Approval Date, such greater number

of shares of Common Stock as shall have been approved by the Company’s stockholders. “Stockholder Approval”

means the approval by the Company’s stockholders of the issuance of shares of Common Stock in excess of the Aggregate Limit described

in clause (x) above, to the extent required by Section 713 of the NYSE American Company Guide, and the “Stockholder Approval

Date” means the date upon which Stockholder Approval is obtained (if at all). For the avoidance of doubt, the Total Purchase

Commitment is the maximum facility size only and shall not create any obligation of the Company to sell any minimum amount of Securities,

to utilize the facility or, subject to Article VII, to maintain the facility.

Section

1.2. Closing Date; Settlement Dates. This Agreement shall become effective and binding (the “Closing”)

upon (a) the delivery of counterpart signature pages of this Agreement and the Registration Rights Agreement executed by each of the

parties hereto and thereto, and (b) the delivery of all other documents, instruments and writings required to be delivered at the Closing,

in each case as provided in Section 6.1, to the offices of Honigman LLP, 2290 First National Building, 660 Woodward Avenue, Detroit,

MI48226, at 1:00 p.m., New York City time, on the Closing Date. Notwithstanding the foregoing, the Company will not be obligated to issue

the Commitment Securities until (i) the Company having filed an additional listing application with the Trading Market with respect to

the Shares, Commitment Shares, and Commitment Preferred Stock (as may be required), and such application having been approved by the

Trading Market, (ii) the filing of an amendment to the Company’s Certificate of Incorporation with the Delaware Secretary of State

in connection with the Commitment Preferred Stock (the “Charter Amendment”) following the Company’s board

of directors approval of the Charter Amendment, and (iii) the Charter Amendment becoming effective in accordance with applicable

law, or such other time and place as the parties hereto shall agree, provided, that each of the conditions specified in (i) through (iii)

have occurred. In consideration of, and in express reliance upon, the representations, warranties and covenants contained in, and upon

the terms and subject to the conditions of, this Agreement, during the Investment Period the Company, at its sole option and discretion,

may issue and sell to the Investor, and, if the Company elects to so issue and sell, the Investor shall purchase from the Company, the

Shares in respect of each Put Notice (each, a “Settlement”). The payment for the Shares in respect of each

Put Notice shall occur (i) on the Delivery Date or the Trading Day following the Delivery Date, and (ii) in accordance with Article II

hereof; provided, that all of the conditions precedent in Article VI shall have been fulfilled at the applicable times set forth

in Article VI.

Section

1.3. Initial Public Announcements and Required Filings. The Company shall, within the time period required under the Exchange

Act, file with the Commission a Current Report on Form 8-K describing the material terms of the transactions contemplated by the Transaction

Documents, including, without limitation, the potential issuance of the Commitment Securities to the Investor pursuant to the terms of

this Agreement, and attaching as exhibits thereto copies of each of this Agreement, the Registration Rights Agreement, and, if applicable,

any press release issued by the Company disclosing the execution of this Agreement by the Company (including all exhibits thereto, the

“Current Report”). The Company shall provide the Investor a reasonable opportunity to comment on a draft of

the Current Report prior to filing the Current Report with the Commission and shall give due consideration to all such comments. From

and after the filing of the Current Report with the Commission, the Company shall have publicly disclosed all material, nonpublic information

delivered to the Investor (or the Investor’s representatives or agents) by the Company, any of its Subsidiaries, or any of their

respective officers, directors, employees, agents or representatives (if any) in connection with the transactions contemplated by the

Transaction Documents. The Investor covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed

by the Company as described in this Section 1.3, the Investor shall maintain the confidentiality of all disclosures made to it in connection

with the transactions contemplated by the Transaction Documents (including the existence and terms of the transactions), except that

the Investor may disclose the terms of such transactions to its financial, accounting, legal and other advisors (provided that the Investor

directs such Persons to maintain the confidentiality of such information). The Company shall use its commercially reasonable efforts

to prepare and, as soon as practicable, but in no event later than the applicable Filing Deadline, file with the Commission the Registration

Statement (as defined in the Registration Rights Agreement) covering only the resale by the Investor of the Registrable Securities in

accordance with the Securities Act and the Registration Rights Agreement. Subject to the foregoing limitations, the Registration Statement

shall cover the full Total Purchase Commitment at signing. Additional registration statements or supplements may be filed at the Company’s

discretion and subject to applicable approvals, Commission and Trading Market review, available authorized shares and the Company’s

financing strategy. At or before 8:30 a.m. (New York City time) on the Trading Day immediately following the Effective Date of the Registration

Statement, the Company shall use its commercially reasonable efforts to file with the Commission in accordance with Rule 424(b) under

the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement (or post-effective

amendment thereto).

Article

PURCHASE TERMS

Subject

to the satisfaction or (to the extent permitted by applicable law) waiver of the conditions set forth in this Agreement, the parties

agree (unless otherwise mutually agreed upon by the parties in writing) as follows:

Section

2.1. Primary Put. Upon the initial satisfaction of all of the conditions set forth in Section 6.2 (the “Commencement”

and the date of initial satisfaction of all of such conditions, the “Commencement Date”) and from time to time

thereafter, subject to the satisfaction of all of the conditions set forth in Section 6.3, and on any business day selected by the Company,

the Company may direct the Investor to process a Primary Put Notice to purchase Put Shares, provided that notwithstanding any other terms

of this Agreement, in each instance, (i) the total number of Put Shares is not more than the Primary Maximum Put Amount for any Primary

Put, (ii) the aggregate Investment Amount of all Primary Puts and Secondary Puts shall not exceed the Total Purchase Commitment; (iii)

the Trading Day prior to the subject Delivery Date did not have the lowest VWAP of the Common Stock out of the prior ten (10) consecutive

Trading Days, (iv) at least two (2) Trading Days have lapsed since the most recent Delivery Date of a Primary Put, (v) the aggregate

Investment Amount of the Primary Put on any particular Put Date or Delivery Date does not exceed $2,000,000.00 and (vi) the Primary Put

Purchase Price is not lower than the Floor Price; provided that, subject to compliance with applicable rules of the Company’s Trading

Market, the Investor may waive any component of the foregoing in any particular case.

Section

2.2. Secondary Put. Upon the initial satisfaction of all of the conditions set forth in Section 6.2 and Section 6.3, on the

Commencement Date and from time to time thereafter, and subject to the satisfaction of all of the conditions set forth herein, on any

business day selected by the Company, the Company may direct the Investor to process a Secondary Put Notice to purchase Put Shares, provided

that notwithstanding any other terms of this Agreement, in each instance, (i) a Primary Put has been previously and effectively processed

and its Delivery Date is the same day as the Put Notice for such Secondary Put Notice, (ii) the total number of Put Shares is not more

than the Secondary Maximum Put Amount for any Secondary Put, (iii) the aggregate Investment Amount of all Primary Puts and Secondary

Puts shall not exceed the Total Purchase Commitment, (iv) the aggregate Investment Amount of the Primary Put and Secondary Put on any

particular Put Date or Delivery Date does not exceed $6,000,000.00, (v) all shares of Common Stock resulting from prior submitted Put

Notices for Primary Puts have been delivered, and (vi) the Secondary Put Purchase Price is not lower than the Floor Price; provided that,

subject to compliance with applicable rules of the Company’s Trading Market, the Investor may waive any component of the foregoing

in any particular case.

Section

2.3. Put Notice and Settlement Mechanics.

(a)

Put Date. A Put Notice shall be deemed delivered on (i) the Trading Day it is received by e-mail by the Investor if such notice

is received on or prior to 8:30 a.m. EST or (ii) the immediately succeeding Trading Day if it is received by e-mail after 8:30 a.m. EST

on a Trading Day or at any time on a day which is not a Trading Day.

(b)

Delivery Date. Following the delivery of a Put Notice, the Company shall deliver, or cause to be delivered, the Put Shares as

DWAC Shares to the Investor within one (1) Trading Day following the Put Date.

(c)

Payment Date. The payment date for a Primary Put shall be the Delivery Date or within two (2) Trading Days after the Trading Day

following the Delivery Date, whereby the Investor shall deliver the Investment Amount by wire transfer of immediately available funds

to an account designated by the Company. The payment date for an Secondary Put shall be the Delivery Date or within two (2) Trading Days

after the Trading Day following the Delivery Date, whereby the Investor shall deliver the Investment Amount by wire transfer of immediately

available funds to an account designated by the Company. In addition, on or prior to any such payment date, each of the Company and the

Investor shall deliver to each other all documents, instruments and writings required to be delivered or reasonably requested by either

of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.

Section

2.4. Compliance with Rules of Trading Market. The Company shall not issue or sell any shares of Common Stock pursuant to this

Agreement if such issuance or sale would reasonably be expected to result in (A) a violation of the Securities Act, (B) a breach of the

rules of the Trading Market, including any required NYSE American approval, supplemental listing application or additional listing approval,

(C) the Company issuing Securities in excess of the Company’s available authorized and unissued shares, or (D) the Company being

required to obtain a charter amendment, board approval or stockholder approval that has not been obtained. No put, issuance, registration

obligation, commitment-share issuance or other action shall be required to the extent it would conflict with or cause a breach under

any existing or future Company financing agreement, merger agreement, lock-up, listing requirement, registration statement, charter document,

board approval, stockholder approval or applicable law, rule or regulation. The provisions of this Section 2.4 shall be implemented in

a manner otherwise than in strict conformity with the terms of this Section 2.4 only if necessary to ensure compliance with the Securities

Act, the applicable rules of the Trading Market, the Company’s charter documents and applicable law.

Section

2.5. Beneficial Ownership Limitation. Notwithstanding anything to the contrary contained in this Agreement, the Company shall

not issue or sell, and the Investor shall not purchase or acquire, any shares of Common Stock under this Agreement which, when aggregated

with all other shares of Common Stock then beneficially owned by the Investor and its Affiliates (as calculated pursuant to Section 13(d)

of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by the Investor of more than 4.99%

of the outstanding shares of Common Stock (the “Beneficial Ownership Limitation”). The Beneficial Ownership

Limitation shall not limit or otherwise expand the Aggregate Limit, any exchange cap, authorized share limitation, stockholder approval

requirement or other issuance limitation set forth in this Agreement. Upon the written or oral request of the Investor, the Company shall

promptly (but not later than the next business day on which the Transfer Agent is open for business) confirm orally or in writing to

the Investor the number of shares of Common Stock outstanding as of the most recent date for which the Transfer Agent has such information.

The Investor and the Company shall each cooperate in good faith in the determinations required under this Section 2.5 and the application

of this Section 2.5. The Investor’s written certification to the Company of the applicability of the Beneficial Ownership Limitation,

and the resulting effect thereof hereunder at any time, shall be conclusive with respect to the applicability thereof and such result

absent manifest error. The provisions of this Section 2.5 shall be construed and implemented in a manner otherwise than in strict conformity

with the terms of this Section 2.5 to the extent necessary to properly give effect to the limitations contained in this Section 2.5.

Section

2.6. Commitment Securities. In consideration for the Investor’s execution and delivery of this Agreement, the Company

shall, promptly following Closing and satisfaction of the additional requirements described in Section 1.2, issue the Commitment Securities

to the Investor in accordance with Section 9.1(b). Promptly following Closing, the Company shall issue to the Investor (i) 3,646,974

Commitment Shares and (ii) shares of Commitment Preferred Stock convertible into an aggregate of 56,528,082 shares of Common Stock. The

Commitment Securities shall be included in the Registration Statement to the extent required by and subject to the limitations set forth

in this Agreement and the Registration Rights Agreement as well as applicable federal securities laws and the rules and regulations of

the Commission and the Trading Market.

Article

III

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE INVESTOR

The

Investor hereby makes the following representations, warranties and covenants to the Company:

Section

3.1. Organization and Standing of the Investor. The Investor is a limited liability company duly organized, validly existing

and in good standing under the laws of the State of Delaware.

Section

3.2. Authorization and Power. The Investor has the requisite limited liability company power and authority to enter into and

perform its obligations under this Agreement and the Registration Rights Agreement and to purchase or acquire the Securities in accordance

with the terms hereof. The execution, delivery and performance by the Investor of this Agreement and the Registration Rights Agreement

and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary limited liability

company action, and no further consent or authorization of the Investor, its Board of Directors or its members is required. Each of this

Agreement and the Registration Rights Agreement has been duly executed and delivered by the Investor and constitutes a valid and binding

obligation of the Investor enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable

bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership, or similar laws relating to, or affecting

generally the enforcement of, creditor’s rights and remedies or by other equitable principles of general application (including

any limitation of equitable remedies).

Section

3.3. No Conflicts. The execution, delivery and performance by the Investor of this Agreement and the Registration Rights Agreement

and the consummation by the Investor of the transactions contemplated hereby and thereby do not and shall not (i) result in a violation

of such Investor’s certificate of formation, limited liability company agreement or other applicable organizational instruments,

(ii) conflict with, constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or

give rise to any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust,

indenture, note, bond, license, lease agreement, instrument or obligation to which the Investor is a party or is bound, (iii) create

or impose any lien, charge or encumbrance on any property of the Investor under any agreement or any commitment to which the Investor

is party or under which the Investor is bound or under which any of its properties or assets are bound, or (iv) result in a violation

of any federal, state, local or foreign statute, rule, or regulation, or any order, judgment or decree of any court or governmental agency

applicable to the Investor or by which any of its properties or assets are bound or affected, except, in the case of clauses (ii), (iii)

and (iv), for such conflicts, defaults, terminations, amendments, acceleration, cancellations and violations as would not, individually

or in the aggregate, prohibit or otherwise interfere with, in any material respect, the ability of the Investor to enter into and perform

its obligations under this Agreement and the Registration Rights Agreement. The Investor is not required under any applicable federal,

state, local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration

with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement and

the Registration Rights Agreement or to purchase or acquire the Securities in accordance with the terms hereof; provided, however,

that for purposes of the representation made in this sentence, the Investor is assuming and relying upon the accuracy of the relevant

representations and warranties and the compliance with the relevant covenants and agreements of the Company in the Transaction Documents

to which it is a party.

Section

3.4. Investment Purpose. The Investor is acquiring the Securities for its own account, for investment purposes and not with

a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered under

or exempt from the registration requirements of the Securities Act; provided, however, that by making the representations

herein, the Investor does not agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific

term and reserves the right to dispose of the Securities at any time in accordance with, or pursuant to, a registration statement filed

pursuant to the Registration Rights Agreement or an applicable exemption under the Securities Act. The Investor does not presently have

any agreement or understanding, directly or indirectly, with any Person to sell or distribute any of the Securities.

Section

3.5. Accredited Investor Status. The Investor is an “accredited investor” as that term is defined in Rule 501(a)

of Regulation D.

Section

3.6. Reliance on Exemptions. The Investor understands that the Securities are being offered and sold to it in reliance on specific

exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying upon the truth

and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings

of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire

the Securities.

Section

3.7. Information. All materials relating to the business, financial condition, management and operations of the Company

and materials relating to the offer and sale of the Securities which have been requested by the Investor have been furnished or otherwise

made available to the Investor or its advisors, including, without limitation, the Commission Documents. The Investor understands that

its investment in the Securities involves a high degree of risk. The Investor is able to bear the economic risk of an investment in the

Securities and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks

of a proposed investment in the Securities. The Investor and its advisors have been afforded the opportunity to ask questions of and

receive answers from representatives of the Company concerning the financial condition and business of the Company and other matters

relating to an investment in the Securities. Neither such inquiries nor any other due diligence investigations conducted by the Investor

or its advisors, if any, or its representatives shall modify, amend or affect the Investor’s right to rely on the Company’s

representations and warranties contained in this Agreement or in any other Transaction Document to which the Company is a party or the

Investor’s right to rely on any other document or instrument executed and/or delivered in connection with this Agreement or the

consummation of the transaction contemplated hereby (including, without limitation, the opinions of the Company’s counsel delivered

pursuant to Section 6.2(r)). The Investor has sought such accounting, legal and tax advice as it has considered necessary to make an

informed investment decision with respect to its acquisition of the Securities. The Investor understands that it (and not the Company)

shall be responsible for its own tax liabilities that may arise as a result of this investment or the transactions contemplated by this

Agreement.

Section

3.8. No Governmental Review. The Investor understands that no United States federal or state agency or any other government

or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the

investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

Section

3.9. No General Solicitation. The Investor is not purchasing or acquiring the Securities as a result of any form of general

solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Securities.

Section

3.10. Not an Affiliate. The Investor is not an officer, director or an Affiliate of the Company. As of the date of this Agreement,

the Investor does not beneficially own any shares of Common Stock or securities exercisable for or convertible into shares of Common

Stock, and during the Restricted Period, Investor will not acquire beneficial ownership of any shares of the Company’s capital

stock (including shares of Common Stock or securities exercisable for or convertible into shares of Common Stock) other than pursuant

to this Agreement; provided, however, that nothing in this Agreement shall prohibit or be deemed to prohibit the Investor

from purchasing, in an open market transaction or otherwise, shares of Common Stock necessary to make delivery by the Investor in satisfaction

of a sale by the Investor of Shares that the Investor anticipated receiving from the Company in connection with the settlement of a Put

Notice, if the Company or the Transfer Agent shall have failed for any reason to electronically transfer all of the Shares subject to

such Put Notice, as applicable, to the Investor by crediting the Investor’s or its designated Broker-Dealer’s account at

DTC through its DWAC delivery system, at or prior to the applicable time required by and otherwise in compliance with Section 2.4 of

this Agreement.

Section

3.11. No Prior Short Sales. At no time prior to the date of this Agreement has any of the Investor, its agents, representatives or

Affiliates engaged in or effected, in any manner whatsoever, directly or indirectly, any (i) “short sale” (as such term is

defined in Rule 200 of Regulation SHO of the Exchange Act) of the Common Stock or (ii) hedging transaction, which establishes a net short

position with respect to the Common Stock.

Section

3.12. Statutory Underwriter Status The Investor acknowledges that it will be disclosed as an “underwriter” and

a “selling stockholder” in the Registration Statement and in any Prospectus contained therein to the extent required by applicable

law.

Article

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY

Except

as set forth in the Commission Documents, the Company hereby makes the following representations, warranties and covenants to the Investor:

Section

4.1. Organization, Good Standing and Power. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise

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

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

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

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

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

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

could not have or reasonably be expected to result in 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.

Section

4.2. Authorization, Enforcement. Each of the Company and its Subsidiaries has the requisite corporate or other power and authority

to enter into and perform its obligations under each of the Transaction Documents to which it is a party and, in the case of the Company,

to issue the Securities in accordance with the terms hereof and thereof. Except for approvals of the Company’s Board of Directors

or a committee thereof as may be required in connection with any issuance and sale of Shares to the Investor hereunder (which approvals

shall be obtained prior to the delivery of any Put Notice), the execution, delivery and performance by the Company of each of the Transaction

Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby have been duly and validly

authorized by all necessary corporate or other action (as applicable) on the part of the Company, and no further consent or authorization

of the Company or its Board of Directors or its stockholders, or any other Person is required in order for the Company to execute, deliver

and perform its respective obligations under the Transaction Documents to which it is a party. Each of the Transaction Documents to which

the Company is a party has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company

enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy,

insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally

the enforcement of, creditor’s rights and remedies or by other equitable principles of general application (including any limitation

of equitable remedies).

Section

4.3. Capitalization. All of the outstanding shares of capital stock of the Company and each of its Subsidiaries have been

duly and validly authorized and issued and are fully paid and non-assessable, and, except as otherwise set forth in the Commission Documents,

all outstanding shares of capital stock or membership interests of the Subsidiaries are owned by the Company either directly or through

wholly owned Subsidiaries and are free and clear of any perfected security interest or any other security interests, claims, liens or

encumbrances. Except as set forth in the Commission Documents and this Agreement, there are no agreements or arrangements under which

the Company is obligated to register the sale of any securities under the Securities Act. Except as set forth in the Commission Documents,

no shares of capital stock of the Company are entitled to preemptive rights and there are no outstanding debt securities and no contracts,

commitments, understandings, or arrangements by which the Company is or may become bound to issue additional shares of the capital stock

of the Company or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or

securities or rights convertible into or exchangeable for, any shares of capital stock of the Company other than those issued or granted

in the ordinary course of business pursuant to the Company’s equity incentive and/or compensatory plans or arrangements. Except

for customary transfer restrictions contained in agreements entered into by the Company to sell restricted securities or as set forth

in the Commission Documents, the Company is not a party to, and it has no Knowledge of, any agreement restricting the voting or transfer

of any shares of the capital stock of the Company. Except as set forth in the Commission Documents, there are no securities or instruments

containing anti-dilution or similar provisions that will be triggered by this Agreement or any of the other Transaction Documents or

the consummation of the transactions described herein or therein. The Company has made available via EDGAR true and correct copies of

the Company’s Certificate of Incorporation as in effect on the Commencement Date (the “Charter”), and the Company’s

Bylaws as in effect on the Commencement Date (the “Bylaws”).

Section

4.4. Issuance of Securities. The Shares to be issued under this Agreement have been, or with respect to Shares to be purchased

by the Investor pursuant to a particular Put Notice, will be, prior to the delivery to the Investor hereunder of such Put Notice, respectively,

duly authorized by all necessary corporate action on the part of the Company. The Commitment Shares, when issued to the Investor in accordance

with this Agreement, and the Shares, when issued and sold against payment therefor in accordance with this Agreement, shall be validly

issued and outstanding, fully paid and non-assessable and free from all liens, charges, taxes, security interests, encumbrances, rights

of first refusal, preemptive or similar rights and other encumbrances with respect to the issue thereof, and the Investor shall be entitled

to all rights accorded to a holder of Common Stock. As of the date of this Agreement, the Company has duly authorized and reserved 19.99%

of the Company’s outstanding shares of Common Stock for issuance and sale to the Investors as Shares, Commitment Shares, and shares

underlying any Commitment Securities under this Agreement as are authorized and unissued pursuant to the Company’s Charter.

Section

4.5. No Conflicts. The execution, delivery and performance by the Company of each of the Transaction Documents to which it

is a party and the consummation by the Company of the transactions contemplated hereby and thereby do not and shall not (i) result in

a violation of any provision of the Company’s Charter or Bylaws, (ii) conflict with or result in a breach or violation of any of

the terms or provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default)

under, or give rise to any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed

of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or of the Company’s Subsidiaries

is a party or is bound, (iii) create or impose a lien, charge or encumbrance on any property or assets of the Company or of the Company’s

Subsidiaries under any agreement or any commitment to which the Company or of the Company’s Subsidiaries is a party or by which

the Company or of the Company’s Subsidiaries is bound or to which any of their respective properties or assets is subject, or (iv)

result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree applicable to the

Company or of the Company’s Subsidiaries or by which any property or asset of the Company or of the Company’s Subsidiaries

are bound or affected (including federal and state securities laws and regulations and the rules and regulations of the Trading Market),

except, in the case of clauses (ii), (iii) and (iv), for such conflicts, defaults, terminations, amendments, acceleration, cancellations,

liens, charges, encumbrances and violations as would not, individually or in the aggregate, reasonably be expected to have a Material

Adverse Effect. Except as specifically contemplated by this Agreement or the Registration Rights Agreement and as required under the

Securities Act and any applicable state securities laws, the Company is not required under any federal, state, local or foreign law,

rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental

agency (including, without limitation, the Trading Market) in order for it to execute, deliver or perform any of its respective obligations

under the Transaction Documents to which it is a party, or to issue the Securities to the Investor in accordance with the terms hereof

and thereof (other than such consents, authorizations, orders, filings or registrations as have been obtained or made prior to the Closing

Date); provided, however, that, for purposes of the representation made in this sentence, the Company is assuming and relying

upon the accuracy of the representations and warranties of the Investor in this Agreement and the compliance by it with its covenants

and agreements contained in this Agreement and the Registration Rights Agreement.

Section

4.6. Commission Documents, Financial Statements; Disclosure Controls and Procedures; Internal Controls Over Financial Reporting; Accountants.

The Company has timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all Commission

Documents for the twelve months preceding the date of this Agreement required to be filed by it (the “Filed Commission Documents”).

The Company has delivered or made available to the Investor via EDGAR or otherwise true and complete copies of the Filed Commission Documents

prior to the Closing Date. As of its filing date, each Filed Commission Document complied in all material respects with the requirements

of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to

it, and, as of its filing date (or, if amended or superseded by a filing prior to the Closing Date, on the date of such amended or superseded

filing). Each Registration Statement, on the date it is filed with the Commission, on the date it is declared effective by the Commission,

on each Delivery Date, shall comply in all material respects with the requirements of the Securities Act (including, without limitation,

Rule 415 under the Securities Act) and shall not contain any untrue statement of a material fact or omit to state a material fact required

to be stated therein or necessary in order to make the statements therein not misleading, except that this representation and warranty

shall not apply to statements in or omissions from such Registration Statement made in reliance upon and in conformity with information

relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The Prospectus

and each Prospectus Supplement required to be filed pursuant to this Agreement or the Registration Rights Agreement after the Closing

Date, when taken together, on its date, on each Delivery Date, shall comply in all material respects with the requirements of the Securities

Act (including, without limitation, Rule 424(b) under the Securities Act) and shall not contain any untrue statement of a material fact

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

circumstances under which they were made, not misleading, except that this representation and warranty shall not apply to statements

in or omissions from the Prospectus or any Prospectus Supplement made in reliance upon and in conformity with information relating to

the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. Each Commission Document

to be filed with or furnished to the Commission after the Closing Date and filed as part of or incorporated by reference in the Registration

Statement, or the Prospectus included therein or any Prospectus Supplement thereto required to be filed pursuant to this Agreement or

the Registration Rights Agreement (including, without limitation, the Current Report), when such document is filed with or furnished

to the Commission and, if applicable, when such document becomes effective, as the case may be, shall comply in all material respects

with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations

applicable to it. There are no outstanding or unresolved comments or undertakings in such comment letters received by the Company from

the Commission. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement

filed by the Company under the Securities Act or the Exchange Act. To the Company’s Knowledge, the Commission has not commenced

any enforcement proceedings against the Company or any of its Subsidiaries.

The

financial statements and schedules of the Company and its consolidated Subsidiaries to be filed as part of or incorporated by reference

in the Registration Statement, or the Prospectus included therein or any Prospectus Supplement thereto, present fairly in all material

respects the financial condition, results of operations and cash flows of the Company and its consolidated Subsidiaries as of the dates

and for the periods indicated, comply as to form with the applicable accounting requirements of Regulation S-X, and have been prepared

in conformity with United States generally accepted accounting principles (“GAAP”) applied on a consistent

basis throughout the periods involved (except as otherwise noted therein). The interactive data in eXtensible Business Reporting Language

included or incorporated by reference in the Filed Commission Documents fairly presents the information called for in all material respects

and have been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The statistical and market-related

data included or incorporated by reference in the Filed Commission Documents or any Registration Statement are based on or derived from

sources that the Company believes, after reasonable inquiry, to be reliable and accurate and, to the extent required, the Company has

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

The

Company and the Subsidiaries have established and maintain disclosure controls and procedures (as such term is defined in Rule 13a-15

and 15d-15 under the Exchange Act). Except as disclosed in the Filed Commission Documents, such disclosure controls and procedures are

designed to ensure that material information relating to the Company and its Subsidiaries is made known to the Company’s Chief

Executive Officer and its Chief Financial Officer by others within those entities, and such disclosure controls and procedures are effective

to perform the functions for which they were established. The Company and the Subsidiaries have established and maintain internal control

over financial reporting (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act). Except as disclosed in the Filed

Commission Documents, such internal control over financial reporting is designed to provide reasonable assurance that (A) transactions

are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit

preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted

only in accordance with management’s general or specific authorization; (D) the recorded accountability for assets is compared

with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (E) the interactive

data in eXtensible Business Reporting Language in the Filed Commission Documents fairly presents the information called for in all material

respects and are prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Company’s auditors

and the Audit Committee of the Board of Directors of the Company have been advised of: (i) any significant deficiencies and material

weaknesses in the design or operation of internal controls which could adversely affect the Company’s ability to record, process,

summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have

a role in the Company’s internal controls. Since the date of the most recent evaluation of such disclosure controls and procedures,

except as disclosed in the Filed Commission Documents, there have been (A) no material weakness in the Company’s internal control

over financial reporting (whether or not remediated) and (B) no significant changes in internal controls or in other factors that could

significantly affect internal controls, including any corrective actions with regard to significant deficiencies.

The

Company is in compliance with all applicable provisions of the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations

thereunder, which are applicable to it as of the date hereof.

The

Company’s accountants are set forth in the Filed Commission Documents and, to the Knowledge of the Company, such accountants are

an independent registered public accounting firm as required by the Securities Act.

Section

4.7. Subsidiaries. The Filed Commission Documents set forth each subsidiary (each, a “Subsidiary,”

and collectively, the “Subsidiaries”), of the Company as of the Commencement Date, other than those that may

be omitted pursuant to Item 601 of Regulation S-K, showing its jurisdiction of incorporation or organization, and the Company does not

have any other Subsidiaries as of the Commencement Date. Except as otherwise disclosed in any Commission Document, no Subsidiary of the

Company is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution

on such Subsidiary’s capital stock, from repaying to the Company any loans or advances to such Subsidiary from the Company or from

transferring any of such Subsidiary’s property or assets to the Company or any other Subsidiary of the Company, except as described

or incorporated by reference in, or contemplated by, the Registration Statement and the Prospectus, or as would not reasonably be expected

to have a Material Adverse Effect.

Section

4.8. No Material Adverse Effect or Material Adverse Change, No Undisclosed Liabilities. Except as otherwise disclosed in any

Commission Document, since the end of the Company’s most recent audited fiscal year: (i) the Company has not experienced or suffered

any Material Adverse Effect, and, to the Company’s Knowledge, there exists no current state of facts, condition or event which

would have a Material Adverse Effect; (ii) there has not occurred any material adverse change, or any development that would reasonably

be expected to result in a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business

or operations of the Company from that set forth in the Commission Documents, including, without limitation, as a result of the outbreak

of COVID-19, or as a result of any measures intended to contain the outbreak of COVID-19 imposed by any federal, state, local or foreign

government or government agency in any country or region in which the Company, or any of its agents, consultants, advisors or vendors,

has assets or properties or conducts business, including, without limitation, any limitations, curtailments, suspensions or closures

of businesses, business offices or establishments, schools, properties and other public areas due to quarantines, curfews, travel restrictions,

workplace controls, “stay-at-home” orders, social distancing requirements or guidelines or other public gathering restrictions

or limitations; (iii) neither the Company nor any of its Subsidiaries has incurred any material liability or obligation, direct or contingent,

nor entered into any material transaction; (iv) the Company has not purchased any of its outstanding capital stock, nor declared, paid

or otherwise made any dividend or distribution of any kind on its capital stock other than ordinary and customary dividends; and (v)

there has not been any material change in the capital stock, short-term debt or long-term debt of the Company.

Neither

the Company nor any of its Subsidiaries has any liabilities, obligations, claims or losses (whether liquidated or unliquidated, secured

or unsecured, absolute, accrued, contingent or otherwise) that would be required to be disclosed on a balance sheet of the Company or

any Subsidiary (including the notes thereto) in conformity with GAAP and are not disclosed in the Commission Documents, other than those

incurred in the ordinary course of the Company’s or its Subsidiaries respective businesses and which, individually or in the aggregate,

would not reasonably be expected to have a Material Adverse Effect.

Section

4.9. No Undisclosed Events or Circumstances. Except as otherwise disclosed in any Commission Document, no event, liability,

development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its

Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition

(financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws in the Registration

Statement or the Prospectus, which has not been disclosed or incorporated by reference in the Registration Statement and the Prospectus,

or (ii) would reasonably be expected to have a Material Adverse Effect.

Section

4.10. Indebtedness. The Commission Documents set forth all outstanding secured and unsecured Indebtedness of the Company or

any Subsidiary, or for which the Company or any Subsidiary has commitments through such date. For the purposes of this Agreement, “Indebtedness”

shall mean (a) any liabilities for borrowed money or amounts owed in excess of $100,000 (other than trade accounts payable incurred in

the ordinary course of business), (b) all guaranties, endorsements, indemnities and other contingent obligations in respect of Indebtedness

of others in excess of $100,000, whether or not the same are or should be reflected in the Company’s 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 (c) the present value of any lease payments in excess of $100,000 due under leases required to be capitalized

in accordance with GAAP. There is no existing or continuing default or event of default in respect of any Indebtedness of the Company

or any of its Subsidiaries. The Company has not taken any steps, and does not currently expect to take any steps, to seek protection

pursuant to Title 11 of the United States Code or any similar federal or state bankruptcy law or law for the relief of debtors, nor does

the Company have any Knowledge that its creditors intend to initiate involuntary bankruptcy, insolvency, reorganization or liquidation

proceedings or other proceedings for relief under Title 11 of the United States Code or any other federal or state bankruptcy law or

any law for the relief of debtors.

Section

4.11. Title to Assets. The Company and each of its Subsidiaries have good and marketable title in fee simple to all real property

and good and marketable title to all personal property owned by them which is material to the business of the Company, in each case free

and clear of all liens, encumbrances and defects except such as are described or incorporated by reference in the Commission Documents

or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such

property by the Company and its Subsidiaries; and any real property and buildings held under lease by the Company and its Subsidiaries

are held by it under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere in any material

respect with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries, in each case except

as described or incorporated by reference in the Commission Documents.

Section

4.12. Actions Pending. Except as disclosed in Commission Documents, there is no action, suit, proceeding, inquiry or investigation

before or by any court, public board, government agency, self-regulatory organization or body pending or, to the Knowledge of the Company,

threatened against or affecting the Company or any of the Subsidiaries, or any of their respective officers or directors in their capacities

as such, which would reasonably be expected to have a Material Adverse Effect.

Section

4.13. Compliance With Laws. During the 12-month period immediately preceding the date hereof, except as described in the Filed

Commission Documents, the Company and each of its Subsidiaries is and at all times has been in material compliance with all applicable

U.S. and foreign statutes, rules, or regulations applicable to Company and its Subsidiaries (“Applicable Laws”),

except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Section

4.14. Certain Fees. No brokerage or finder’s fees or commissions are or will be payable by the Company or the Subsidiaries

to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the

transactions contemplated by the Transaction Documents. The Investor shall have no obligation with respect to any fees or with respect

to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section 4.14 incurred by the Company or the

Subsidiaries that may be due or payable in connection with the transactions contemplated by the Transaction Documents.

Section

4.15. Operation of Business. The Company and the Subsidiaries possess or have obtained, all licenses, certificates, consents,

orders, approvals, permits and other authorizations issued by, and have made all declarations and filings with, the appropriate federal,

state, local or foreign governmental entity that are necessary for the ownership or lease of their respective properties or the conduct

of their respective businesses as currently conducted, as described or incorporated by reference in the Commission Documents (the “Permits”),

except where the failure to possess, obtain or make the same would not, individually or in the aggregate, have a Material Adverse Effect.

Neither the Company nor any Subsidiary has received written notice of any proceeding relating to revocation or modification of any such

Permit or has any reason to believe that such Permit will not be renewed in the ordinary course, except where the failure to obtain any

such renewal would not, individually or in the aggregate, have a Material Adverse Effect. This Section 4.15 does not relate to environmental

matters, such items being the subject of Section 4.16.

Section

4.16. Environmental Compliance. Other than as disclosed in the Commission Documents, to the Knowledge of the Company, the

Company and its Subsidiaries are not in violation of any statute, any rule, regulation, decision or order of any governmental agency

or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances (collectively, “Environmental

Laws”), owns or operates any real property contaminated with any substance that is subject to any Environmental Laws, is

liable for any off-site disposal or contamination pursuant to any Environmental Laws, or subject to any claim relating to any Environmental

Laws, which violation, contamination, liability or claim would, individually or in the aggregate, reasonably be expected to have a Material

Adverse Effect; and the Company is not aware of any pending investigation which might lead to such a claim. Other than as disclosed in

the Commission Documents or set forth or incorporated by reference in the Registration Statement and the Prospectus, there is no judgment,

decree, injunction, rule, writ or order of any governmental entity under any Environmental Laws outstanding against the Company and its

Subsidiaries which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section

4.17. Material Agreements. Except as set forth in the Commission Documents, neither the Company nor any Subsidiary of the

Company is a party to any written or oral contract, instrument, agreement commitment, obligation, plan or arrangement, a copy of which

would be required pursuant to the Securities Act or the Exchange Act to be filed with the Commission as an exhibit to an annual report

on Form 10-K (collectively, “Material Agreements”). Each of the Material Agreements described in the Commission

Documents conform in all material respects to the descriptions thereof contained or incorporated by reference therein. Except as disclosed

in the Commission Documents, the Company and each of its Subsidiaries have performed in all material respects all the obligations then

required to be performed by them under the Material Agreements, have received no notice of default or an event of default by the Company

or any of its Subsidiaries thereunder and are not aware of any basis for the assertion thereof, and neither the Company or any of its

Subsidiaries nor, to the Knowledge of the Company, any other contracting party thereto are in default under any Material Agreement now

in effect, the result of which would have a Material Adverse Effect. Each of the Material Agreements is in full force and effect, and

constitutes a legal, valid and binding obligation enforceable in accordance with its terms against the Company and/or any of its Subsidiaries

and, to the Knowledge of the Company, each other contracting party thereto, except as such enforceability may be limited by applicable

bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting

generally the enforcement of, creditor’s rights and remedies or by other equitable principles of general application.

Section

4.18. Transactions With Affiliates. Except as disclosed in the Commission Documents, none of the Company’s officers

or directors, or to the Company’s Knowledge, none of the Company’s stockholders or any family member or Affiliate of any

of the foregoing, has either directly or indirectly an interest in, or is a party to, any transaction that would be required to be disclosed

as a related party transaction pursuant to Item 404 of Regulation S-K promulgated under the Securities Act.

Section

4.19. Intellectual Property Rights. The Company and its Subsidiaries own or possess adequate rights or licenses to use all

material trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions,

licenses, approvals, governmental authorizations, trade secrets and rights necessary to conduct their respective businesses as now conducted,

except as would not reasonably be expected to have a Material Adverse Effect. None of the Company’s material trademarks, trade

names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals,

government authorizations, trade secrets or other intellectual property rights have expired or terminated, or, by the terms and conditions

thereof, will expire or terminate within two years from the date of this Agreement, except as would not reasonably be expected to have

a Material Adverse Effect. The Company has no Knowledge of any infringement by the Company or the Subsidiaries of any material trademark,

trade name rights, patents, patent rights, copyrights, inventions, licenses, service names, service marks, service mark registrations,

trade secret or other similar rights of others, or of any such development of similar or identical trade secrets or technical information

by others, and there is no claim, action or proceeding being made or brought against, or to the Company’s Knowledge, being threatened

against, the Company or the Subsidiaries regarding trademark, trade name, patents, patent rights, invention, copyright, license, service

names, service marks, service mark registrations, trade secret or other infringement, which would reasonably be expected to have a Material

Adverse Effect.

Section

4.20. Use of Proceeds. The proceeds from the sale of the Shares by the Company to the Investor shall be used by the Company

in the manner as will be set forth in the Prospectus included in any Registration Statement (and any post-effective amendment thereto)

and any Prospectus Supplement thereto filed pursuant to the Registration Rights Agreement.

Section

4.21. Investment Company Act Status. The Company is not required to be registered as, and immediately after receipt of payment

for the Shares will not be required to be registered as, an “investment company” within the meaning of the Investment Company

Act of 1940, as amended.

Section

4.22. Benefit Plans; Labor Matters. Each benefit and compensation plan, agreement, policy and arrangement that is maintained,

administered or contributed to by the Company for current or former employees or directors of, or independent contractors with respect

to, the Company has been maintained in material compliance with its terms and the requirements of any applicable statutes, orders, rules

and regulations, and the Company has complied in all material respects with all applicable statutes, orders, rules and regulations in

regard to such plans, agreements, policies and arrangements. Each stock option granted under any equity incentive plan of the Company

(each, a “Stock Plan”) was granted with a per share exercise price no less than the market price per common

share on the grant date of such option in accordance with the rules of the Trading Market, and no such grant involved any “back-dating,”

“forward-dating” or similar practice with respect to the effective date of such grant; each such option (i) was granted in

compliance in all material respects with Applicable Laws and with the applicable Stock Plan(s), (ii) was duly approved by or under authority

granted by the Company’s Board of Directors, and (iii) has been properly accounted for in the Company’s financial statements

and disclosed, to the extent required, in the Company’s filings or submissions with the Commission, and the Trading Market. Neither

the Company nor any Subsidiary is in violation of or has received written notice of any violation with respect to any federal or state

law, regulation or rule relating to discrimination in the hiring, termination, promotion, employment or pay of employees, nor any applicable

federal or state wages and hours law, nor any state law, regulation or rule precluding the denial of credit due to the neighborhood in

which a property is situated, the violation of any of which, individually or in the aggregate, would reasonably be expected to have a

Material Adverse Effect. Except as otherwise disclosed in the Commission Documents, there are no existing or, to the Knowledge of the

Company, threatened labor disputes with the employees of the Company or any of the Subsidiaries that would reasonably be expected to

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

Section

4.23. Taxes. Each of the Company and the Subsidiaries has filed on a timely basis (including in accordance with any applicable

extensions) all material necessary federal, state, local and foreign income and franchise tax returns required to be filed through the

date hereof or have properly requested extensions thereof, and have paid all taxes shown as due thereon, and if due and payable, any

related or similar assessment, fine or penalty levied against the Company or the Subsidiaries. Except as disclosed in the Commission

Documents, no material tax deficiency has been asserted against any such entity, and the Company has no Knowledge of any tax deficiency

that is likely to be asserted against any such entity that, individually or in the aggregate, if determined adversely to any such entity,

would reasonably be expected to have a Material Adverse Effect. All material tax liabilities are adequately provided for on the respective

books of the Company and the Subsidiaries.

Section

4.24. Insurance. The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against

such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which

the Company and its Subsidiaries are engaged, including, but not limited to, insurance covering real and personal property owned or leased

by the Company and the Subsidiaries against theft, damage, destruction, environmental liabilities, acts of vandalism, terrorism, earthquakes,

flood and all other risks customarily insured against, all of which insurance is in full force and effect. Neither the Company nor any

such Subsidiary has been refused any insurance coverage sought or applied for and neither the Company nor any such Subsidiary has any

reason to believe that it will not be able to obtain similar coverage from similar insurers as may be necessary to continue its business

at a cost that would not reasonably be expected to have a Material Adverse Effect.

Section

4.25. Dilutive Effect. The Company is aware and acknowledges that issuance of the Securities could cause dilution to existing

stockholders and could significantly increase the outstanding number of shares of Common Stock. The Company further acknowledges that

its obligation to issue the Commitment Securities and to issue the Shares pursuant to the terms of a Put Notice in accordance with this

Agreement is, in each case, unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of

other stockholders of the Company.

Section

4.26. Manipulation of Price. The Company has not, and to its Knowledge no Person 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. Neither the Company nor any of its officers, directors or Affiliates will during the term of this Agreement,

and, to the Knowledge of the Company, no Person acting on their behalf will during the term of this Agreement, take any of the actions

referred to in the immediately preceding sentence.

Section

4.27. Securities Act. The Company has complied and shall comply with all applicable federal and state securities laws in connection

with the offer, issuance and sale of the Securities hereunder, including, without limitation, the applicable requirements of the Securities

Act. Each Registration Statement, upon filing with the Commission and at the time it is declared effective by the Commission, shall satisfy

all of the requirements of the Securities Act to register the resale of the Registrable Securities included therein by the Investor in

accordance with the Registration Rights Agreement on a delayed or continuous basis under Rule 415 under the Securities Act at then-prevailing

market prices, and not fixed prices. The Company is not an issuer identified in, or subject to, Rule 144(i).

Section

4.28. Listing and Maintenance Requirements; DTC Eligibility. The Common Stock is registered pursuant to Section 12(b) of the

Exchange Act, and the Company has taken no action designed to, or which to its Knowledge is likely to have the effect of, terminating

the registration of the Common Stock pursuant to the Exchange Act nor has the Company received any notification that the Commission is

currently contemplating terminating such registration. Except as disclosed in the Commission Documents, the Company has not, in the twelve

(12) months preceding the date hereof, received any written notice from any Person to the effect that the Company is not in compliance

with the listing or maintenance requirements of the Trading Market. Except as disclosed in the Commission Documents, the Company is in

compliance with all such listing and maintenance requirements of the Trading Market. The Common Stock is eligible for participation in

the DTC book entry system and has shares on deposit at DTC for transfer electronically to third parties via DTC through its DWAC delivery

system. The Company has not received notice from DTC to the effect that a suspension of, or restriction on, accepting additional deposits

of the Common Stock, electronic trading or book-entry services by DTC with respect to the Common Stock is being imposed or is contemplated.

Section

4.29. Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any,

in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a

rights agreement) or other similar anti-takeover provision under the Company’s Charter or the laws of the State of Delaware that

is or could become applicable to the Investor as a result of the Investor and the Company fulfilling their respective obligations or

exercising their respective rights under the Transaction Documents (as applicable), including, without limitation, as a result of the

Company’s issuance of the Securities and the Investor’s ownership of the Securities.

Section

4.30. Foreign Corrupt Practices. Neither the Company or Subsidiary, nor to the Knowledge of the Company, any agent or other

Person acting on behalf of the Company, 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 made by any Person acting on its behalf of which the Company is aware) which is in violation

of law, or (iv) violated in any material respect any provision of the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”).

Section

4.31. Money Laundering Laws. The operations of the Company and its Subsidiaries are and have been conducted at all times in

compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act

of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar

rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering

Laws”); and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator

involving the Company or any Subsidiary with respect to the Money Laundering Laws is pending or, to the Knowledge of the Company, threatened.

Section

4.32. OFAC. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, agent,

employee or Affiliate of the Company or any of its Subsidiaries (i) is currently subject to any sanctions administered by the U.S. government,

including the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”) or the U.S. Department

of State, the United Nations Security Council, the European Union, or the United Kingdom (including sanctions administered or controlled

by Her Majesty’s Treasury) (collectively, “Sanctions” and such persons, “Sanctioned Persons”)

or other relevant sanctions authority, and (ii) will use the proceeds of this offering, directly or indirectly, to fund or facilitate

the activities of any Sanctioned Persons or entity or any country, region or territory that is, at the time of such funding or facilitation,

subject to Sanctions or any person or entity located in a country, region or territory subject to Sanctions (including any administered

or enforced by OFAC or the U.S. Department of State), the United Nations Security Council, the European Union, or the United Kingdom

(including sanctions administered or controlled by Her Majesty’s Treasury). Neither the Company nor any of its Subsidiaries nor,

to the Knowledge of the Company, any director, officer, agent, employee or Affiliate of the Company or any of its Subsidiaries, is a

Person that is, or is 50% or more owned or otherwise controlled by a Person that is: (i) the subject of any Sanctions; or (ii) located,

organized or resident in a country, region or territory that is, or whose government is, the subject of Sanctions that broadly prohibit

dealings with that country, region or territory (including at the time of this agreement, Cuba, Iran, North Korea, Syria and Crimea)

(collectively, “Sanctioned Countries” and each, a “Sanctioned Country”). The Company

and its Subsidiaries have not engaged in any dealings or transactions with or for the benefit of Sanctioned Persons, or with or in a

Sanctioned Country, in the preceding three years, nor does the Company or any of its Subsidiaries have any plans to deal or transact

with Sanctioned Persons, or with or in Sanctioned Countries.

Section

4.33. Information Technology; Compliance with Data Privacy Laws. To the Company’s Knowledge and except as previously

disclosed under the Commission Documents, (i) there have been no material breaches or violations of (or unauthorized access to) the Company,

or the Subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications

and databases (collectively, the “IT Systems”) or any personal, personally identifiable, sensitive, confidential

or regulated data (collectively, “Personal Data”) processed or stored by or on behalf of the Company or the

Subsidiaries, except for those that have been remedied without material cost or liability or the duty to notify any regulator, nor are

there any pending internal investigations of the Company or the Subsidiaries relating to the same and (ii) the Company and the Subsidiaries

are presently in compliance in all material respects with all Applicable Laws, statutes and regulations and contractual obligations relating

to the privacy and security of IT Systems and Personal Data.

Section

4.34. No Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive

officer, other officer of the Company participating in the offering contemplated hereby, any beneficial owner of 20% or more of the Company’s

outstanding voting equity securities, calculated on the basis of voting power, nor 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”)

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) under

the Securities Act. The Company have exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification

Event.

Section

4.35. ERISA. Except as set forth in the Commission Documents, the Company is not a party to an “employee benefit plan,”

as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), which:

(i) is subject to Title IV of ERISA and (ii) is or was at any time maintained, administered or contributed to by the Company or any of

its ERISA Affiliates (as defined hereafter). These plans are referred to collectively herein as the “Employee Plans.” An

“ERISA Affiliate” of any person or entity means any other person or entity which, together with that Person or entity, could

be treated as a single employer under Section 414(b), (c), (m) or (o) of the Code. Each Employee Plan has been maintained in material

compliance with its terms and the requirements of Applicable Law. Except as set forth in the Commission Documents, there is no liability

in respect of post-retirement health and medical benefits for retired employees of the Company or any of its ERISA Affiliates, other

than medical benefits required to be continued under Applicable Law. No “prohibited transaction” (as defined in either Section

406 of ERISA or Section 4975 of the Code) has occurred with respect to any Employee Plan that could reasonably be expected to result

in a Material Adverse Effect; and each Employee Plan that is intended to be qualified under Section 401(a) of the Code is so qualified,

and nothing has occurred, whether by action or by failure to act, which could cause the loss of such qualification.

Section

4.36. No Other Similar Agreement. Except as disclosed in the Commission Documents, other than the Transaction Documents to

which it is a party, the Company is not a party to any agreement that is (or that contains any term, obligation or restriction that is)

in effect on the date hereof with any Person, other than the Investor, relating to any “at the market offering,” “equity

line of credit” or any other similar continuous offering in which the Company may offer, issue or sell Common Stock or Common Stock

Equivalents at a future determined price.

Section

4.37. Acknowledgement Regarding Investor’s Acquisition of Securities. The Company acknowledges and agrees that the Investor

is acting solely in the capacity of an arm’s-length purchaser with respect to this Agreement and the transactions contemplated

by the Transaction Documents. The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of

the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated by the Transaction Documents,

and any advice given by the Investor or any of its representatives or agents in connection therewith is merely incidental to the Investor’s

acquisition of the Securities. The Company further represents to the Investor that the Company’s decision to enter into the Transaction

Documents to which it is a party has been based solely on the independent evaluation of the transactions contemplated thereby by the

Company and its representatives. The Company acknowledges and agrees that the Investor has not made and does not make any representations

or warranties with respect to the transactions contemplated by this Agreement other than those specifically set forth in Article III.

ARTICLE

ADDITIONAL

COVENANTS

The

Company covenants with the Investor, and the Investor covenants with the Company, as follows, which covenants of one party are for the

benefit of the other party during the Investment Period (and with respect to the Company for the period following the termination of

this Agreement specified in Section 7.3 pursuant to and in accordance with Section 7.3):

Section

5.1. Securities Compliance. The Company shall notify the Commission and the Trading Market, if and as applicable, in accordance

with their respective rules and regulations, of the transactions contemplated by the Transaction Documents, and shall take all necessary

action, undertake all proceedings and obtain all registrations, permits, consents and approvals for the legal and valid issuance of the

Securities to the Investor in accordance with the terms of the Transaction Documents, as applicable.

Section

5.2. Reservation of Common Stock. Subject to Section 2.4 and the other limitations set forth in this Agreement and the Company’s

Charter the Company has available and the Company shall reserve and keep available at all times, free of preemptive and other similar

rights of stockholders, sufficient shares of authorized but unissued shares of Common Stock to enable the Company to timely effect the

issuance, sale and delivery of Shares and Commitment Shares pursuant to this Agreement. As of the date of this Agreement the Company

has reserved, and as of the Commencement Date shall have continued to reserve, out of its authorized and unissued Common Stock, sufficient

shares of Common Stock solely for the purpose of effecting Put Notices under this Agreement, and sufficient shares of Common Stock solely

for the purpose of issuing the Commitment Securities. For the sake of clarity, as of the date of this Agreement the Company shall have

reserved out of its authorized and unissued Common Stock, a number of shares of Common Stock equal to 19.99% of the Company’s outstanding

shares of Common Stock as of the date of this Agreement, for purposes of effecting Put Notices and issuing the Commitment Securities.

Promptly upon receiving Stockholder Approval, the Company shall have reserved out of its authorized and unissued Common Stock, sufficient

shares of Common Stock for the purpose of effecting Put Notices up to the Total Purchase Commitment and issuing all Commitment Securities.

The number of shares of Common Stock so reserved for the purpose of effecting Put Notices under this Agreement may be increased from

time to time by the Company from and after the Commencement Date, and such number of reserved shares may be reduced from and after the

Commencement Date only by the number of Shares actually issued, sold and delivered to the Investor pursuant to any Put Notices effected

from and after the Commencement Date pursuant to this Agreement.

Section

5.3. Registration and Listing. The Company shall use its commercially reasonable efforts to cause the Common Stock to continue

to be registered as a class of securities under Sections 12(b) of the Exchange Act, and to comply with its reporting and filing obligations

under the Exchange Act, and shall not take any action or file any document (whether or not permitted by the Securities Act or the Exchange

Act) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under the Exchange Act

or Securities Act, except as permitted herein. The Company shall use its commercially reasonable efforts to continue the listing and

trading of its Common Stock and the listing of the Securities purchased by the Investor hereunder on the Trading Market and to comply

with the Company’s reporting, filing and other obligations under the rules and regulations of the Trading Market. The Company shall

not take any action which could be reasonably expected to result in the delisting or suspension of the Common Stock on the Trading Market.

If the Company receives any final and non-appealable notice that the listing or quotation of the Common Stock on the Trading Market shall

be terminated on a date certain, the Company shall promptly (and in any case within 24 hours) notify the Investor of such fact in writing

and shall use its commercially reasonable efforts to cause the Common Stock to be listed or quoted on another Eligible Market.

Section

5.4. Compliance with Laws.

During

the Investment Period, (a) the Company shall comply, and the Company shall cause each Subsidiary to comply, with all laws, rules, regulations

and orders applicable to the business and operations of the Company and the Subsidiaries, except as would not have a Material Adverse

Effect, and (b) the Company shall comply with all applicable provisions of the Securities Act and the Exchange Act, including Regulation

M thereunder, applicable state securities or “Blue Sky” laws, and applicable listing rules of the Trading Market or Eligible

Market, except as would not, individually or in the aggregate, prohibit or otherwise interfere with the ability of the Company to enter

into and perform its obligations under this Agreement in any material respect or for Investor to conduct resales of Securities under

the Registration Statement in any material respect. Without limiting the foregoing, none of the Company, or any of the Subsidiaries,

nor to the Knowledge of the Company, any of their respective directors, officers, agents, employees or any other Persons acting on their

behalf shall, in connection with the operation of the respective businesses of the Company and the Subsidiaries, (1) use any corporate

funds for unlawful contributions, payments, gifts or entertainment or to make any unlawful expenditures relating to political activity

to government officials, candidates or members of political parties or organizations, (2) pay, accept or receive any unlawful contributions,

payments, expenditures or gifts, or (3) violate or operate in noncompliance with any export restrictions, anti-boycott regulations, embargo

regulations or other applicable domestic or foreign laws and regulations, including, without limitation, the FCPA and the Money Laundering

Laws.

The

Investor shall comply with all laws, rules, regulations and orders applicable to the performance by it of its obligations under this

Agreement and its investment in the Securities, except as would not, individually or in the aggregate, prohibit or otherwise interfere

with the ability of the Investor to enter into and perform its obligations under this Agreement in any material respect. Without limiting

the foregoing, the Investor shall comply with all applicable provisions of the Securities Act and the Exchange Act, including Regulation

M thereunder, and all applicable state securities or “Blue Sky” laws.

Section

5.5. Keeping of Records and Books of Account; Due Diligence.

The

Investor and the Company shall each maintain records showing the remaining Total Purchase Commitment, the remaining Aggregate Limit and

the dates and shares sold pursuant to each Put Notice delivered hereunder.

The

Investor shall have the right, from time to time as the Investor may reasonably deem appropriate, and upon reasonable advance notice

to the Company, to perform reasonable due diligence on the Company during normal business hours; provided, however, that

after the Closing Date, the Investor’s continued due diligence of the Company shall not be a condition precedent to, or otherwise

impair, delay or modify in any respect, the Company’s right to deliver to the Investor any Put Notice, or the Investor’s

obligation to purchase the Shares subject thereto, pursuant to this Agreement. The Company and its officers and employees shall provide

information on a reasonably timely basis and otherwise reasonably cooperate with the Investor in connection with any reasonable request

by the Investor related to the Investor’s due diligence of the Company.

Section

5.6. No Frustration; Prohibition of Certain Issuances Before Settlement of Purchases; No Similar Transactions.

Frustration. The Company shall not enter into, announce or recommend to the Company’s stockholders any agreement, plan,

arrangement or transaction in or of which the terms thereof would restrict, materially delay, conflict with or impair the ability

or right of the Company to perform its obligations under the Transaction Documents to which it is a party, including, without limitation,

the obligation of the Company to deliver (i) the Commitment Securities to the Investor or its designee, when earned, (ii) the Shares

to the Investor in respect of a Put Notice as DWAC Shares. For the avoidance of doubt, nothing in this Section 5.6(a) shall in any

way limit the Company’s right to terminate this Agreement in accordance with Section 7.2 (subject in all cases to Section 7.3)

or restrict, condition, delay or require Investor consent for any Fundamental Transaction, any merger, acquisition, reverse merger,

business combination or strategic transaction, “at-the-market” securities offerings, or, if closed within three (3) months

of the date of this Agreement, securities issued in a private offering of equity or debt securities with registration rights.

Dilutive Issuances During Reference Periods. Neither the Company nor any Subsidiary shall issue, sell or grant any right,

option or warrant to purchase, or issue, sell or grant any right to reprice (or reset the purchase price therefor), or otherwise

dispose of for cash (or enter into any agreement, plan or arrangement contemplating any of the foregoing, or seek to utilize any

existing agreement, plan or arrangement to effect any of the foregoing), or announce any offer, issuance, sale or grant of any option

or warrant to purchase or other disposition for cash (or any agreement, plan or arrangement therefor), at any time during the following

periods: (i) with respect to each Put Notice which the Company has delivered to the Investor, the period beginning on the third (3rd)

Trading Day immediately preceding the applicable Put Date for such Put Notice and ending on the third (3rd) Trading Day

next following the Trading Day on which the Investor has delivered to the Company the applicable total purchase price for all of

the Shares to be purchased by the Investor under such Put Notice pursuant to Section 2 (each such period, a “Reference

Period”), any Common Stock or Common Stock Equivalents, at an effective price per share of Common Stock less than the

applicable Put Notice Purchase Price per Share (such price, the “Reference Price”) to be sold to the Investor

under the applicable Put Notice to which such Reference Period relates (each such issuance, a “Dilutive Issuance”),

other than an Exempt 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 of Common Stock that is less than the applicable Reference

Price, such issuance shall be deemed to have occurred for less than the applicable Reference Price on such date of the Dilutive Issuance

at such effective price) and the applicable Put Notice Purchase Price (as applicable) shall be reduced to equal the Reference Price.

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 conversion or exercise price at which such securities may be converted or exercised. The Investor shall be

entitled to seek injunctive relief against the Company and the Subsidiaries to preclude any such Dilutive Issuance that does not

constitute an Exempt Issuance, which remedy shall be in addition to any right to collect damages, without the necessity of showing

economic loss and without any bond or other security being required.

Other Similar Transactions. From and after the date of this Agreement until the termination of this Agreement pursuant to

Section 7 (the “Similar Transaction Restricted Period”), none of the Company or any Subsidiary shall issue,

sell or grant any, or otherwise dispose of or issue (or enter into any agreement, plan or arrangement contemplating any of the foregoing,

or seek to utilize any existing agreement, plan or arrangement to effect any of the foregoing), or announce any offer, issuance,

sale or grant or other disposition or issuance of (or any agreement, plan or arrangement therefor) any Common Stock or Common Stock

Equivalents (or a combination of units thereof) in any “equity line of credit” or other similar continuous offering in

which the Company may offer, issue or sell Common Stock or Common Stock Equivalents (or any combination of units thereof) at a future

determined price without the consent of the Investor (such consent not to be unreasonably withheld, conditioned or delayed), other

than (a) Securities issued to the Investor pursuant to this Agreement and any of the other Transaction Documents or pursuant to any

other agreement entered into between the Company and the Investor at any time after the date of this Agreement, (b) securities issued

in one or more “at-the-market” offerings, (c) if closed within three (3) months of the date of this Agreement securities

issued in a private offering of equity or debt securities with registration rights, and (d) any securities of the Company issued

upon the exercise or exchange of or conversion of any shares of Common Stock or Common Stock Equivalents held by the Investor at

any time (such similar transaction other than those referred to clauses (a) through (d) hereof, a “Similar Transaction”).

From and after the date immediately following the last day of the Similar Transaction Restricted Period, the Company and/or any Subsidiary

shall be permitted to enter into an agreement, plan or arrangement to effect a Similar Transaction (and may publicly announce the

same), and the Company and/or any Subsidiary shall be permitted to take all such actions necessary or as contemplated thereby in

order to satisfy any conditions required thereunder to be satisfied by the Company and/or any Subsidiary in order to commence issuances

and sales of Common Stock or Common Stock Equivalents (or a combination of units thereof) thereunder, including, without limitation,

preparing and filing with the Commission one or more registration statements to register under the Securities Act the offer, issuance

and sale by the Company of Common Stock or Common Stock Equivalents (or a combination of units thereof) thereunder, or to register

the resale by any Person or Persons of Common Stock or Common Stock Equivalents (or a combination of units thereof) that may be issued

or sold by the Company and/or any Subsidiary to such Person or Persons thereunder; provided, however, that none of

the Company or Subsidiary may issue, sell or otherwise dispose of any shares of Common Stock or Common Stock Equivalents (or a combination

of units thereof) to or through any Person or Persons thereunder prior to the date of termination of this Agreement pursuant to Section

7. The Investor shall be entitled to seek injunctive relief against the Company and the Subsidiaries to preclude any such issuance,

which remedy shall be in addition to any right to collect damages, without the necessity of showing economic loss and without any

bond or other security being required.

Section

5.7. Corporate Existence. The Company shall take all steps necessary to preserve and continue the corporate existence of the

Company; provided, however, that, except as provided in Section 5.8, nothing in this Agreement shall be deemed to prohibit

the Company from engaging in any Fundamental Transaction with another Person. For the avoidance of doubt, nothing in this Section 5.7

shall in any way limit the Company’s right to terminate this Agreement in accordance with Section 7.2 (subject in all cases to

Section 7.3).

Section

5.8. Fundamental Transaction. If a Put Notice has been delivered by the Company to the Investor under Article II and the applicable

transaction has not yet been fully settled in accordance with this Agreement (including, without limitation, the delivery by the Investor

to the Company of the applicable total purchase price for all of the Shares to be purchased by the Investor in under such Put Notice

as contemplated by Article II), the Company shall not effect any Fundamental Transaction until the expiration of three (3) Trading Days

following the Trading Day on which the Investor has delivered to the Company the applicable total purchase price for all of the Shares

to be purchased by the Investor under such Put Notice.

Section

5.9. Selling Restrictions.

Except

as expressly set forth below, the Investor covenants that from and after the Closing Date through and including the Trading Day next

following the expiration or termination of this Agreement (the “Restricted Period”), neither the Investor nor

any of its Affiliates nor any entity managed or controlled by the Investor (collectively, the “Restricted Persons”

and each of the foregoing is referred to herein as a “Restricted Person”) shall, directly or indirectly, (x)

engage in any Short Sales involving the Company’s securities or (y) grant any option to purchase, or acquire any right to dispose

of or otherwise dispose for value of, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for

any shares of Common Stock, or enter into any swap, hedge or other similar agreement that transfers, in whole or in part, the economic

risk of ownership of the Common Stock. Notwithstanding the foregoing, it is expressly understood and agreed that nothing contained herein

shall (without implication that the contrary would otherwise be true) prohibit any Restricted Person during the Restricted Period from:

(1) selling “long” (as defined under Rule 200 promulgated under Regulation SHO) the Securities; or (2) selling a number of

shares of Common Stock equal to the number of Shares that such Restricted Person is or may be obligated to purchase under a pending Put

Notice but has not yet taken possession of so long as such Restricted Person (or the Broker-Dealer, as applicable) delivers the Shares

purchased pursuant to such Put Notice (as applicable) to the purchaser thereof or the applicable Broker-Dealer upon such Restricted Person’s

receipt of such shares of Common Stock from the Company pursuant to this Agreement.

addition to the foregoing, in connection with any sale of Securities (including any sale permitted by the paragraph above), the Investor

shall comply in all respects with all applicable laws, rules, regulations and orders, including, without limitation, the requirements

of the Securities Act and the Exchange Act.

Section

5.10. Effective Registration Statement. During the Investment Period, the Company shall use its commercially reasonable efforts

to maintain the continuous effectiveness of each Registration Statement filed with the Commission under the Securities Act for the applicable

Registration Period (as defined in the Registration Rights Agreement) pursuant to and in accordance with the Registration Rights Agreement.

Section

5.11. Blue Sky. The Company shall take such action, if any, as is necessary by the Company in order to obtain an exemption

for or to qualify the Securities for sale by the Company to the Investor pursuant to the Transaction Documents, and at the request of

the Investor, the subsequent resale of Registrable Securities by the Investor, in each case, under applicable state securities or “Blue

Sky” laws and shall provide evidence of any such action so taken to the Investor from time to time following the Closing Date;

provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (x) qualify

to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 5.11, (y) subject itself

to general taxation in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction.

Section

5.12. Non-Public Information. None of the Company or of the Subsidiaries, nor any of their respective directors, officers,

employees or agents shall disclose any material non-public information about the Company or the Subsidiaries to the Investor, unless

a simultaneous public announcement thereof is made by the Company in the manner contemplated by Regulation FD. In the event of a breach

of the foregoing covenant by the Company or of the Subsidiaries, or any of their respective directors, officers, employees and agents

(as determined in the reasonable good faith judgment of the Investor), (i) the Investor shall promptly provide written notice of such

breach to the Company and (ii) after such notice has been provided to the Company and, provided that the Company shall have failed to

publicly disclose such material, non-public information within 24 hours following demand therefor by the Investor, in addition to any

other remedy provided herein or in the other Transaction Documents, the Investor shall have the right to make a public disclosure, in

the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by

the Company, any of the Subsidiaries, or any of their respective directors, officers, employees or agents. The Investor shall not have

any liability to the Company, any of the Subsidiaries, or any of their respective directors, officers, employees, stockholders or agents,

for any such disclosure.

Section

5.13. Broker/Dealer. The Investor shall use one or more broker-dealers to effectuate all sales, if any, of the Shares that

it may purchase or otherwise acquire from the Company pursuant to the Transaction Documents, as applicable, which (or whom) shall be

unaffiliated with the Investor and not then currently engaged or used by the Company, and a DTC participant (collectively, the “Broker-Dealer”).

The Investor shall, from time to time, provide the Company and the Transfer Agent with all information regarding the Broker-Dealer reasonably

requested by the Company. The Investor shall be solely responsible for all fees and commissions of the Broker-Dealer, which shall not

exceed customary brokerage fees and commissions and shall be responsible for designating only a DTC participant eligible to receive DWAC

Shares.

Section

5.14. Delivery of Bring Down Opinions and Compliance Certificates Upon Occurrence of Certain Events. Within three (3) Trading

Days immediately following the (i) filing of (A) a post-effective amendment to the Registration Statement required to be filed by the

Company with the Commission pursuant to the Registration Rights Agreement, (B) a New Registration Statement required to be filed by the

Company with the Commission pursuant to Section 2(c) of the Registration Rights Agreement, or (C) a post-effective amendment to a New

Registration Statement required to be filed by the Company with the Commission pursuant to Section 2(c) of the Registration Rights Agreement,

in each case with respect to a fiscal year ending after the Commencement Date, to register the resale of Securities by the Investor under

the Securities Act pursuant to this Agreement and the Registration Rights Agreement, and (ii) the date the Company files with the Commission

(A) a Prospectus Supplement to the Prospectus contained in the Registration Statement under the Securities Act, (B) an annual report

on Form 10-K under the Exchange Act with respect to a fiscal year ending after the Commencement Date, (C) an amendment on Form 10-K/A

to an annual report on Form 10-K under the Exchange Act with respect to a fiscal year ending after the Commencement Date, which contains

amended material financial information (or a restatement of material financial information) or an amendment to other material information

contained in a previously filed Form 10-K, and (D) a Commission Document under the Exchange Act (other than those referred to in clauses

(ii)(A) and (ii)(B) of this Section 5.15), which contains amended material financial information (or a restatement of material financial

information) or an amendment to other material information contained or incorporated by reference in the Registration Statement, or the

Prospectus or any Prospectus Supplement contained in the Registration Statement (it being hereby acknowledged and agreed that the filing

by the Company with the Commission of a quarterly report on Form 10-Q that includes only updated financial information as of the end

of the Company’s most recent fiscal quarter shall not, in and of itself, constitute an “amendment” or “restatement”

for purposes of clause (ii) of this Section 5.15), in each case of this clause (ii) if the Company is not also then required under the

Securities Act to file a post-effective amendment to the Registration Statement or a post-effective amendment to any New Registration

Statement, in each case with respect to a fiscal year ending after the Commencement Date, to register the resale of Securities by the

Investor under the Securities Act pursuant to this Agreement and the Registration Rights Agreement, and in any case of this clause (ii),

not more than once per calendar quarter, the Company shall (I) deliver to the Investor a Compliance Certificate, dated such date, and

(II) cause to be furnished to the Investor an opinion “bring down” from outside counsel to the Company substantially in the

form mutually agreed to by the Company and the Investor prior to the date of this Agreement, modified, as necessary, to relate to such

Registration Statement or post-effective amendment, or the Prospectus contained therein as then amended or supplemented by such Prospectus

Supplement, as applicable (each such opinion, a “Bring Down Opinion”).

Section

5.15. DTC Chill. If the Common stock is chilled for deposit at DTC, becomes chilled, or receives a Stop Sign or other trading

restrictions at any point while this Agreement remains outstanding, an additional 10% discount will be attributed to the price per Share

at which each Put Notice is made and the Investor shall be entitled to deduct from such payment for the Shares an amount equal to $1,500

for each Put Notice to cover costs associated with the deposit of chilled or otherwise trade restricted stocks for each issuance.

Article

CONDITIONS TO CLOSING AND CONDITIONS TO THE SALE AND

PURCHASE OF THE SHARES

Section

6.1. Conditions Precedent to Closing. The Closing is subject to the satisfaction of each of the conditions set forth in this

Section 6.1 on the Closing Date.

Accuracy

of the Investor’s Representations and Warranties. The representations and warranties of the Investor contained in this

Agreement (a) that are not qualified by “materiality” shall be true and correct in all material respects as of the Closing

Date, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties

shall be true and correct in all material respects as of such other date and (b) that are qualified by “materiality”

shall be true and correct as of the Closing Date, except to the extent such representations and warranties are as of another date,

in which case, such representations and warranties shall be true and correct as of such other date.

Accuracy

of the Company’s Representations and Warranties. The representations and warranties of the Company contained in this

Agreement (a) that are not qualified by “materiality” or “Material Adverse Effect” shall be true and correct

in all material respects as of the Closing Date, except to the extent such representations and warranties are as of another date,

in which case, such representations and warranties shall be true and correct in all material respects as of such other date and (b)

that are qualified by “materiality” or “Material Adverse Effect” shall be true and correct as of the Closing

Date, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties

shall be true and correct as of such other date.

Reserved.

Closing

Deliverables. At the Closing, counterpart signature pages of this Agreement and the Registration Rights Agreement executed

by each of the parties hereto shall be delivered as provided in Section 1.2. Simultaneously with the execution and delivery of this

Agreement and the Registration Rights Agreement, the Investor’s counsel shall have received the closing certificate from the

Company, dated as of the Closing Date, in the form of Exhibit B hereto.

Section

6.2. Conditions Precedent to Commencement. The right of the Company to commence delivering Put Notice under this Agreement,

and the obligation of the Investor to accept Put Notice to the Investor by the Company under this Agreement, are subject to the initial

satisfaction, at the time of Commencement, of each of the conditions set forth in this Section 6.2.

Accuracy

of the Company’s Representations and Warranties. The representations and warranties of the Company contained in this

Agreement (a) that are not qualified by “materiality” or “Material Adverse Effect” shall have been true and

correct in all material respects when made and shall be true and correct in all material respects as of the Commencement Date with

the same force and effect as if made on such date, except to the extent such representations and warranties are as of another date,

in which case, such representations and warranties shall be true and correct in all material respects as of such other date and (b)

that are qualified by “materiality” or “Material Adverse Effect” shall have been true and correct when made

and shall be true and correct as of the Commencement Date with the same force and effect as if made on such date, except to the extent

such representations and warranties are as of another date, in which case, such representations and warranties shall be true and

correct as of such other date.

Performance

of the Company. The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements

and conditions required by this Agreement and the Registration Rights Agreement to be performed, satisfied or complied with by the

Company at or prior to the Commencement. The Company shall deliver to the Investor on the Commencement Date the compliance certificate

substantially in the form attached hereto as Exhibit C (the “Compliance Certificate”).

Material Notices. None of the following events shall have occurred and be continuing: (a) receipt of any request by the Commission

or any other federal or state governmental authority for any additional information relating to the Prospectus Supplement, or the

Prospectus contained therein or any Prospectus Supplement thereto, or for any amendment of or supplement to the Prospectus Supplement,

the Prospectus contained therein or any Prospectus Supplement thereto; (b) the issuance by the Commission or any other federal or

state governmental authority of any stop order suspending the effectiveness of the Prospectus Supplement or prohibiting or suspending

the use of the Prospectus contained therein or any Prospectus Supplement thereto, or of the suspension of qualification or exemption

from qualification of the Securities for offering or sale in any jurisdiction, or the initiation or contemplated initiation of any

proceeding for such purpose; or (c) the occurrence of any event or the existence of any condition or state of facts, which makes

any statement of a material fact made in the Prospectus Supplement, the Prospectus contained therein or any Prospectus Supplement

thereto untrue or which requires the making of any additions to or changes to the statements then made in the Prospectus Supplement,

the Prospectus contained therein or any Prospectus Supplement thereto in order to state a material fact required by the Securities

Act to be stated therein or necessary in order to make the statements then made therein (in the case of the Prospectus or any Prospectus

Supplement, in light of the circumstances under which they were made) not misleading, or which requires an amendment to the Prospectus

Supplement or a supplement to the Prospectus contained therein or any Prospectus Supplement thereto to comply with the Securities

Act or any other law. The Company shall not have any Knowledge of any event that would reasonably be expected to have the effect

of causing the suspension of the effectiveness of the Prospectus Supplement or the prohibition or suspension of the use of the Prospectus

contained therein or any Prospectus Supplement thereto in connection with the resale of the Registrable Securities by the Investor.

Other

Commission Filings. The Current Report shall have been filed with the Commission as required pursuant to Section 1.3. The

final Prospectus included in any post-effective amendment to the Prospectus Supplement, and any Prospectus Supplement thereto, required

to be filed by the Company with the Commission pursuant to Section 1.3 and the Registration Rights Agreement after the Commencement

Date and prior to the applicable Delivery Date shall have been filed with the Commission in accordance with Section 1.3 and the Registration

Rights Agreement. The final Prospectus included in any New Registration Statement and in any post-effective amendment thereto, and

any Prospectus Supplement thereto, required to be filed by the Company with the Commission pursuant to Section 1.3 and the Registration

Rights Agreement after the Commencement Date and prior to the applicable Delivery Date shall have been filed with the Commission

in accordance with Section 1.3 and the Registration Rights Agreement. All reports, schedules, registrations, forms, statements, information

and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the

Exchange Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the Exchange Act, after the

Commencement Date and prior to the applicable Delivery Date shall have been filed with the Commission and, if any Registrable Securities

are covered by a Registration Statement on Form S-3, such filings shall have been made within the applicable time period prescribed

for such filing under the Exchange Act.

Suspension of Trading in or Notice of Delisting of Common Stock. Trading in the Common Stock shall not have been suspended

by the Commission, the Trading Market or the FINRA (except for any suspension of trading of limited duration agreed to by the Company,

which suspension shall be terminated prior to the Commencement Date), the Company shall not have received any final and non-appealable

notice that the listing or quotation of the Common Stock on the Trading Market shall be terminated on a date certain (unless, prior

to such date certain, the Common Stock is listed or quoted on any other Eligible Market), nor shall there have been imposed any suspension

of, or restriction on, accepting additional deposits of the Common Stock, electronic trading or book-entry services by DTC with respect

to the Common Stock that is continuing, the Company shall not have received any notice from DTC to the effect that a suspension of,

or restriction on, accepting additional deposits of the Common Stock, electronic trading or book-entry services by DTC with respect

to the Common Stock is being imposed or is contemplated (unless, prior to such suspension or restriction, DTC shall have notified

the Company in writing that DTC has determined not to impose any such suspension or restriction).

Compliance

with Laws. The Company shall have complied in all material respects with all applicable federal, state and local governmental

laws, rules, regulations and ordinances in connection with the execution, delivery and performance of this Agreement and the other

Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, including,

without limitation, the Company shall have obtained all permits and qualifications required by any applicable state securities or

“Blue Sky” laws for the offer and sale of the Securities by the Company to the Investor and the subsequent resale of

the Registrable Securities by the Investor (or shall have the availability of exemptions therefrom).

Injunction. No statute, regulation, order, decree, writ, ruling or injunction shall have been enacted, entered, promulgated,

threatened or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of, or which

would materially modify or delay any of the transactions contemplated by, the Transaction Documents.

Proceedings or Litigation. No action, suit or proceeding before any arbitrator or any court or governmental authority shall

have been commenced, and no inquiry or investigation by any governmental authority shall have been commenced, against the Company

or any Subsidiary, or any of the officers, directors or Affiliates of the Company or any Subsidiary, seeking to restrain, prevent

or change the transactions contemplated by the Transaction Documents, or seeking material damages in connection with such transactions.

Listing

of Securities. All of the Securities that have been and may be issued pursuant to this Agreement shall have been approved

for listing or quotation on the Trading Market as of the Commencement Date, subject only to notice of issuance.

Material Adverse Effect. No condition, occurrence, state of facts or event constituting a Material Adverse Effect shall have

occurred and be continuing.

Bankruptcy Proceedings. No Person shall have commenced a proceeding against the Company pursuant to or within the meaning

of any Bankruptcy Law. The Company shall not have, pursuant to or within the meaning of any Bankruptcy Law, (a) commenced a voluntary

case, (b) consented to the entry of an order for relief against it in an involuntary case, (c) consented to the appointment of a

Custodian of the Company for all or substantially all of the Company’s property, or (d) made a general assignment for the benefit

of its creditors. A court of competent jurisdiction shall not have entered an order or decree under any Bankruptcy Law that (I) is

for relief against the Company in an involuntary case, (II) appoints a Custodian of the Company for all or substantially all of the

Company’s property, or (III) orders the liquidation of the Company or of the Subsidiaries.

Reserved.

Delivery

of Commencement Irrevocable Transfer Agent Instructions and Notice of Effectiveness. The Commencement Irrevocable Transfer

Agent Instructions shall have been executed by the Company and delivered to and acknowledged in writing by the Transfer Agent, and

the Notice of Effectiveness relating to the Registration Statement shall have been executed by the Company’s outside counsel

and delivered to the Transfer Agent.

Reservation

of Shares. As of the Commencement Date, the Company shall have reserved out of its authorized and unissued Common Stock,

shares of Common Stock solely for the purpose of effecting Put Notices under this Agreement up to the maximum amount of shares authorized

and unissued pursuant to the Charter.

Opinions

of Company Counsel. On the Commencement Date, the Investor shall have received the opinion and negative assurances from outside

counsel to the Company, dated the Commencement Date, in the forms mutually agreed to by the Company and the Investor prior to the

date of this Agreement.

Section

6.3. Conditions Precedent to Purchases by Investor. The right of the Company to deliver Put Notices under this Agreement after

the Commencement Date, and the obligation of the Investor to accept Put Notices under this Agreement after the Commencement Date, are

subject to the satisfaction of each of the conditions set forth in this Section 6.3 at the time of delivery of the applicable Put Notice

to the Investor and the applicable Delivery Date (each such time, a “Notice Delivery Time”).

Satisfaction

of Certain Prior Conditions. Each of the conditions set forth in subsections (a), (b), and (g) through (n) set forth in Section

6.2 shall be satisfied at the applicable Notice Delivery Time after the Commencement Date (with the terms “Commencement”

and “Commencement Date” in the conditions set forth in subsections (a) and (b) of Section 6.2 replaced with “applicable

Notice Delivery Time”); provided, however, that the Company shall not be required to deliver the Compliance Certificate

after the Commencement Date, except as provided in Section 5.1 and Section 6.2(b).

Any

Required New Registration Statement Effective. Any New Registration Statement covering the resale by the Investor of the

Registrable Securities, included therein, and any post-effective amendment thereto, required to be filed by the Company with the

Commission pursuant to the Registration Rights Agreement after the Commencement Date and prior to the applicable Delivery Date, in

each case shall have been declared effective under the Securities Act by the Commission and shall remain effective for the applicable

Registration Period, and the Investor shall be permitted to utilize the Prospectus therein, and any Prospectus Supplement thereto,

to resell (a) all of the then-issued Commitment Securities (if any) included in such New Registration Statement, and any post-effective

amendment thereto, (b) all of the Shares included in such New Registration Statement, and any post-effective amendment thereto, that

have been issued and sold to the Investor hereunder pursuant to all Put Notices delivered by the Company to the Investor prior to

such applicable Delivery Date and (c) all of the Shares included in such new Registration Statement, and any post-effective amendment

thereto, that are issuable pursuant to the applicable Put Notices delivered by the Company to the Investor with respect to such transaction.

Delivery

of Subsequent Irrevocable Transfer Agent Instructions and Notice of Effectiveness. With respect to any post-effective amendment

to the Registration Statement or any post-effective amendment to any Registration Statement, in each case declared effective by the

Commission after the Commencement Date, the Company shall have delivered or caused to be delivered to the Transfer Agent (a) irrevocable

instructions in the form substantially similar to the Commencement Irrevocable Transfer Agent Instructions executed by the Company

and acknowledged in writing by the Transfer Agent and (b) the Notice of Effectiveness, in each case modified as necessary to refer

to such Registration Statement or post-effective amendment and the Registrable Securities included therein, to issue the Registrable

Securities included therein as DWAC Shares in accordance with the terms of this Agreement and the Registration Rights Agreement.

Material Notices. None of the following events shall have occurred and be continuing: (a) receipt of any request by the Commission

or any other federal or state governmental authority for any additional information relating to the Registration Statement or any

post-effective amendment thereto, or any New Registration Statement or any post-effective amendment thereto, or the Prospectus contained

in any of the foregoing or any Prospectus Supplement thereto; (b) the issuance by the Commission or any other federal or state governmental

authority of any stop order suspending the effectiveness of any Registration Statement or any post-effective amendment thereto, or

prohibiting or suspending the use of the Prospectus contained in any of the foregoing or any Prospectus Supplement thereto, or of

the suspension of qualification or exemption from qualification of the Securities for offering or sale in any jurisdiction, or the

initiation or contemplated initiation of any proceeding for such purpose; or (c) the occurrence of any event or the existence of

any condition or state of facts, which makes any statement of a material fact made in the Registration Statement or any post-effective

amendment thereto, or the Prospectus contained in any of the foregoing or any Prospectus Supplement thereto untrue or which requires

the making of any additions to or changes to the statements then made in the Registration Statement or any post-effective amendment

thereto, or the Prospectus contained in any of the foregoing or any Prospectus Supplement thereto in order to state a material fact

required by the Securities Act to be stated therein or necessary in order to make the statements then made therein (in the case of

the Prospectus or any Prospectus Supplement, in light of the circumstances under which they were made) not misleading, or which requires

an amendment or any post-effective amendment thereto, any New Registration Statement or any post-effective amendment thereto, or

the Prospectus contained in any of the foregoing or any Prospectus Supplement thereto to comply with the Securities Act or any other

law (other than the transactions contemplated by the applicable Put Notices). The Company shall not have any Knowledge of any event

that would reasonably be expected to have the effect of causing the suspension of the effectiveness of the Registration Statement

or any post-effective amendment thereto, or the prohibition or suspension of the use of the Prospectus contained in any of the foregoing

or any Prospectus Supplement thereto in connection with the resale of the Registrable Securities by the Investor.

Other

Commission Filings. The final Prospectus included in any post-effective amendment to any Prospectus required to be filed

by the Company with the Commission pursuant to Section 1.3 and the Registration Rights Agreement after the Commencement Date and

prior to the applicable Delivery Date shall have been filed with the Commission in accordance with Section 1.3 and the Registration