Form 8-K

8-K — ATLANTIC INTERNATIONAL CORP.

Accession: 0001213900-26-034808

Filed: 2026-03-26

Period: 2026-03-20

CIK: 0001605888

SIC: 7363 (SERVICES-HELP SUPPLY SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

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

Item: Financial Statements and Exhibits

Documents

8-K — ea0283340-8k_atlantic.htm (Primary)

EX-3.1 — CERTIFICATE OF DESIGNATIONS, PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES B CONVERTIBLE PREFERRED STOCK (ea028334001ex3-1.htm)

EX-4.1 — FORM OF A PREFERRED STOCK PURCHASE WARRANT (ea028334001ex4-1.htm)

EX-5.1 — OPINION OF DAVIDOFF HUTCHER AND CITRON LLP (ea028334001ex5-1.htm)

EX-10.1 — SECURITIES PURCHASE AGREEMENT, DATED MARCH 20, 2026 BY AND BETWEEN ATLANTIC INTERNATIONAL CORP AND THE PURCHASER (ea028334001ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported)

March 20, 2026

ATLANTIC INTERNATIONAL CORP.

(Exact name of registrant as specified in charter)

Delaware

001-40760

46-5319744

(State or other Jurisdiction of

Incorporation or Organization)

(Commission File Number)

(IRS Employer

Identification No.)

270 Sylvan Avenue, Suite 2230

Englewood Cliffs, NJ

07632

(Address of Principal Executive Offices)

(zip code)

(201) 899-4470

(Registrant’s telephone number, including

area code)

N/A

(Former name or former address, if changed since

last report)

Securities registered or to be registered as pursuant

to Section 12(b) of the Act:

TITLE OF EACH CLASS

TRADING SYMBOL

NAME OF EACH EXCHANGE ON WHICH REGISTERED

Common stock, $0.00001 par value per share

ATLN

The Nasdaq Global Market

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of 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(b) under the Exchange Act (17 CFR 240.14a-12(b))

☐

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))

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities

Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive

Agreement.

The information contained in Item 2.01 of this

Current Report on Form 8-K is incorporated herein by reference.

Item 2.01 Completion of Acquisition

or Disposition of Assets.

Preferred Stock Purchase Agreement

On March 20, 2026, Atlantic International Corp

(the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an institutional

investor (the “Purchaser”), whereby it agreed to sell to the Purchaser (the “Offering”), for an aggregate gross

purchase price of $5,600,000: (i) an aggregate of 5,600 shares of a newly established series of preferred stock designated as “Series

B 5% Convertible Preferred Stock, par value $0.00001 per share” (the “Preferred Stock”), which have a stated value of

$1,070 per share, reflecting the original issue discount of 6.5%, and (ii) Preferred Stock Purchase Warrants (the “Warrants”)

to purchase an aggregate of an additional 5,600 shares of Preferred Stock (the “Warrant Shares”).

The Offering was completed on March 20, 2026 (the

“Closing Date”), subject to customary closing conditions. The net proceeds from the Offering were $5,565,000 after transaction

expenses. The Company plans to use the net proceeds for working capital and other general corporate purposes.

As provided in the Purchase Agreement, before

the closing of the Offering, the Company filed with the Secretary of State of the State of Delaware a Certificate of Designations, Preferences,

Rights and Limitations of Series B 5% Convertible Preferred Stock (the “Certificate of Designations”) to its Amended and Restated

Certificate of Incorporation. The Certificate of Designations establishes and sets forth the designations, preferences, powers and rights

of the Preferred Stock.

The Preferred Stock ranks senior to the Company’s

common stock (the “Common Stock”) with respect to dividends (the Preferred Stock shall pay a dividend of 5.0%, payable in

cash or shares of the Preferred Stock) redemption rights, distributions and payments upon the liquidation, dissolution and winding up

of the Company, unless the holders of a majority of the outstanding shares of the Preferred Stock consent to the creation of series of

preferred stock which will be pari passu or senior to the Preferred Stock.

The Preferred Stock may be converted into such

number of shares of Common Stock as equals the stated value of the Preferred Stock divided by the applicable Conversion Price. The Conversion

Price is initially equal to $4.38, which was the Closing Price of the Common Stock at the opening of trading on the Closing Date, and

will remain fixed for the first 30 calendar days following the Closing Date (the "Initial Conversion Price Period") (the "Initial

Conversion Price"). The Initial Conversion Price is subject to adjustment as set forth in the Certificate of Designations.

The Company may, at any time commencing thirty

(30) business days after the Closing Date, at its sole option, purchase back some or all of the Preferred Stock then outstanding, at the

price equal to 110% of the value of the outstanding Preferred Stock (the “Optional Redemption Amount”), upon a prior written

notice to the Purchaser given at least thirty (30) days before the date of such purchase (the “Optional Redemption Notice”).

The Purchaser shall continue to have the right to convert the Preferred Stock at the Conversion Price after receipt of an Optional Redemption

Notice and prior to the payment of the Optional Redemption Amount.

Upon the consummation of a Fundamental Transaction

by the Company, which includes a merger, sale of all or substantially all the assets of the Company, recapitalization, reorganization,

or the sale by the Company of shares resulting in more than 50% ownership by a person or group, the holders of the Preferred Stock shall

have the right to convert their shares of Preferred Stock into the shares of common stock of the successor or acquiring corporation or

the shares of Common Stock of the Company, if it is the surviving entity, and receive any additional consideration receivable as a result

of such Fundamental Transaction by a holder of shares of Common Stock

Upon any issuance by the Company or any of its

subsidiaries of Common Stock, Common Stock equivalents for cash consideration, indebtedness or a combination of units thereof (the “Subsequent

Financing”), the Purchaser shall have the right to participate in up to 25% of the aggregate amount of such Subsequent Financing

on the same terms, conditions and price provided for in the Subsequent Financing, during a period of 24 months after the Closing Date.

The Company shall indemnify the Purchaser and

their control persons, affiliates and assignees from and against any and all liabilities which may be incurred by them in connection with

the transactions contemplated by the Purchase Agreement, against certain liabilities, including liabilities under the Securities Act and

liabilities arising from breaches of representations and warranties contained in the Purchase Agreement.

The Purchase Agreement contains customary representations,

warranties and agreements by the Company and customary conditions to closing.

The foregoing descriptions of the terms and conditions

of the Purchase Agreement and the Certificate of Designations do not purport to be complete and are qualified by reference to the afore-mentioned

documents. The Purchase Agreement and the Certificate of Designations are attached hereto as Exhibits 10.1 and 3.1, respectively, and

are incorporated herein by reference. The foregoing summaries of such documents are qualified in their entirety by reference to such exhibits.

Warrants

At the closing, we issued a Preferred Stock

Purchase Warrant to purchase 5,600 shares of Preferred Stock, with an exercise price equal to $1,000 per share, subject in each instance

to adjustments in the event of the payment of dividends or other distributions, stock splits, subsequent rights offerings, as

provided under the terms of the Warrants. The Warrants are exercisable, in full or in part, at any time up to and including the

eleven-month anniversary of the Closing Date.

In the event of a sale of the Company or other

Fundamental Transaction prior to the expiration or exercise of the Warrants, the holders of the Warrants shall have a right to receive,

for each share of Common Stock that would have been issuable upon conversion of the Warrant Shares that would have been issuable upon

such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder, the equivalent 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 receivable as a result of such Fundamental Transaction by a holder of shares of Common Stock.

The foregoing description of the terms and conditions

of the Warrants does not purport to be complete and is qualified by reference to the afore-mentioned document. The form of a Warrant is

attached as Exhibit 4.1 hereto and is incorporated herein by reference.

Item 5.03. Amendments to Articles of

Incorporation or Bylaws; Change in Fiscal year. The information set forth in Item 2.01 of this Current Report on Form 8-K with respect

to the Certificate of Designations is incorporated herein by reference

An opinion of Davidoff Hutcher & Citron LLP

regarding the validity of the Common stock issuable upon conversion of the Preferred Stock and exercise of the Warrants being issued and

sold in the Offering is attached as Exhibit 5.1 hereto.

This Current Report on Form 8-K does not constitute

an offer to sell or the solicitation of an offer to buy, and these securities cannot be sold in any state or jurisdiction in which this

offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any state or jurisdiction.

Any offer will be made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration

statement.

Forward-looking Statements.

The Company notes that the representations, warranties

and covenants made by the Company in any agreement that is incorporated by reference herein were made solely for the benefit of the parties

to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements. In addition, the

assertions embodied in any representations, warranties and covenants contained in such agreements may be subject to qualifications with

respect to knowledge and materiality different from those applicable to security holders generally. Moreover, such representations, warranties

or covenants were accurate only as of the date when made, except where expressly stated otherwise. Accordingly, such representations,

warranties and covenants should not be relied on as accurately representing the current state of the Company’s affairs at any time.

This report contains forward-looking statements.

Forward-looking statements include, but are not limited to, statements that express the Company’s intentions, beliefs, expectations,

strategies, predictions or any other statements related to the Company’s future activities, or future events or conditions. These

statements are based on current expectations, estimates and projections about the Company’s business based, in part, on assumptions

made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are

difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking

statements due to numerous factors, including the completion of the Offering, the satisfaction of customary closing conditions related

to each, the intended use of net proceeds therefrom, the potential exercise of warrants, as well as those risks discussed in the Company’s

Prospectus Supplement, Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and in other documents

that the Company files from time to time with the Commission. Any forward-looking statements speak only as of the date on which they are

made, and the Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after

the date of this report, except as required by law.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

3.1

Certificate of Designations, Preferences, Rights and Limitations of Series B Convertible Preferred Stock.

4.1

Form of a Preferred Stock Purchase Warrant.

5.1

Opinion of Davidoff Hutcher and Citron LLP.

10.1

Securities Purchase Agreement, dated March 20, 2026 by and between Atlantic International Corp and the Purchaser.*

104

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

Schedules, exhibits and similar supporting attachments to this exhibit are omitted pursuant to Item 601(a)(5) of Regulation S-K. We agree to furnish a supplemental copy of any omitted schedule or similar attachment to the Securities and Exchange Commission upon 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.

Dated: March 26, 2026

ATLANTIC INTERNATIONAL CORP.

By:

/s/ Jeffrey Jagid

Jeffrey Jagid

Chief Executive Officer

EX-3.1 — CERTIFICATE OF DESIGNATIONS, PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES B CONVERTIBLE PREFERRED STOCK

EX-3.1

Filename: ea028334001ex3-1.htm · Sequence: 2

Exhibit 3.1

Atlantic

International Corp.

CERTIFICATE OF DESIGNATION OF PREFERENCES,

RIGHTS AND LIMITATIONS

SERIES B 5%

CONVERTIBLE PREFERRED STOCK

PURSUANT

TO SECTION 151 OF THE

DELAWARE

GENERAL CORPORATION LAW

The undersigned, Jeffrey Jagid, does hereby certify

that:

1. He is the Chief Executive Officer of Atlantic

International Corp., a Delaware corporation (the “Corporation”).

2. The Corporation is authorized to issue 20,000,000

shares of preferred stock, none of which are issued and outstanding.

3. The following resolutions were duly adopted

by the board of directors of the Corporation (the “Board of Directors”):

WHEREAS, the certificate of incorporation of the

Corporation provides for a class of its authorized stock known as preferred stock, consisting of 20,000,000 shares, $0.00001 par value

per share, issuable from time to time in one or more series;

WHEREAS, the Board of Directors is authorized

to fix the dividend rights, dividend rate, voting rights, conversion rights, rights and terms of redemption and liquidation preferences

of any wholly unissued series of preferred stock and the number of shares constituting any series and the designation thereof, of any

of them; and

WHEREAS, it is the desire of the Board of Directors,

pursuant to its authority as aforesaid, to fix the rights, preferences, restrictions and other matters relating to a series of the preferred

stock, which shall consist of, except as otherwise set forth in the Purchase Agreement, up to 15,000 shares of the preferred stock which

the Corporation has the authority to issue, as follows:

NOW, THEREFORE, BE IT RESOLVED, that the Board

of Directors does hereby provide for the issuance of a series of preferred stock for cash or exchange of other securities, rights or property

and does hereby fix and determine the rights, preferences, restrictions and other matters relating to such series of preferred stock as

follows:

TERMS OF PREFERRED STOCK

Section 1. Definitions. For the

purposes hereof, the following terms shall have the following meanings:

“Affiliate” means

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

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

“Alternate Consideration”

shall have the meaning set forth in Section 7(e).

“Attribution Parties”

shall have the meaning set forth in Section 6(d).

“Authorized Share Failure”

means any time the number of shares of Common Stock authorized for issuance by the Corporation is insufficient to satisfy the Corporation’s

obligation to issue Conversion Shares, Dividend Shares and Warrant Shares issuable pursuant to the Transaction Documents (taking into

account all shares of Common Stock then issued and outstanding and all shares reserved for issuance pursuant to the Transaction Documents

and any other agreements of the Corporation).

“Bankruptcy Event”

means any of the following events: (a) the Corporation or any Significant Subsidiary (as such term is defined in Rule 1-02(w) of Regulation

S-X) thereof commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors,

dissolution, insolvency or liquidation or similar law of any jurisdiction relating to the Corporation or any Significant Subsidiary thereof,

(b) there is commenced against the Corporation or any Significant Subsidiary thereof any such case or proceeding that is not dismissed

within 60 days after commencement, (c) the Corporation or any Significant Subsidiary thereof is adjudicated insolvent or bankrupt or any

order of relief or other order approving any such case or proceeding is entered, (d) the Corporation or any Significant Subsidiary thereof

suffers any appointment of any custodian or the like for it or any substantial part of its property that is not discharged or stayed within

60 calendar days after such appointment, (e) the Corporation or any Significant Subsidiary thereof makes a general assignment for the

benefit of creditors, (f) the Corporation or any Significant Subsidiary thereof calls a meeting of its creditors with a view to arranging

a composition, adjustment or restructuring of its debts, or (g) the Corporation or any Significant Subsidiary thereof, by any act or failure

to act, expressly indicates its consent to, approval of or acquiescence in any of the foregoing or takes any corporate or other action

for the purpose of effecting any of the foregoing.

“Base Conversion Price”

shall have the meaning set forth in Section 7(b).

“Beneficial Ownership Limitation”

shall have the meaning set forth in Section 6(d).

“Business Day” means

any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions

in the State of New York are authorized or required by law or other governmental action to close.

“Effective Registration Statement

Date” means the date on which a registration statement registering the resale of all Conversion Shares then required to be registered

under the Transaction Documents is first declared effective by the Commission or otherwise becomes effective.

“Buy-In” shall have

the meaning set forth in Section 6(c)(iv).

“Change of Control Transaction”

means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group”

(as described in Rule 13d-5(b)(1) other than Axiom Partners GbmH and/or Guus Franke, promulgated under the Exchange Act) of effective

control (whether through legal or beneficial ownership of capital stock of the Corporation, by contract or otherwise) of in excess of

40% of the voting securities of the Corporation (other than by means of conversion or exercise of Preferred Stock and the Securities issued

together with the Preferred Stock), (b) the Corporation merges into or consolidates with any other Person, or any Person merges into or

consolidates with the Corporation and, after giving effect to such transaction, the stockholders of the Corporation immediately prior

to such transaction own less than 60% of the aggregate voting power of the Corporation or the successor entity of such transaction, (c)

the Corporation sells or transfers all or substantially all of its assets to another Person and the stockholders of the Corporation immediately

prior to such transaction own less than 50% of the aggregate voting power of the acquiring entity immediately after the transaction, (d)

a replacement at one time or within a one year period of more than one-half of the members of the Board of Directors which is not approved

by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are

serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the

members of the Board of Directors who are members on the Original Issue Date), or (e) the execution by the Corporation of an agreement

to which the Corporation is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

“Commission” means

the United States Securities and Exchange Commission.

“Common Stock” means

the Corporation’s common stock, par value $0.00001 per share, and stock of any other class of securities into which such securities

may hereafter be reclassified or changed.

“Common Stock Equivalents”

means any securities of the Corporation or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock,

including, without limitation, any debt, preferred stock, rights, options, warrants 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.

“Conversion Amount”

means the sum of (a) the Stated Value of the shares of Preferred Stock to be converted, (b) accrued and unpaid dividends thereon, (c)

all reasonable out-of-pocket expenses incurred by the Holder in connection with such conversion, including, without limitation, amounts

paid by the Holder to the Corporation’s Transfer Agent and the reasonable costs of any legal opinion required for such conversion,

in each case to the extent not paid by the Corporation, and (d) all other amounts due, if any, under this Certificate of Designation with

respect to such shares of Preferred Stock.

“Conversion Date”

shall have the meaning set forth in Section 6(a).

“Conversion Price”

shall have the meaning set forth in Section 6(b).

“Conversion Shares”

means, collectively, the shares of Common Stock issuable upon conversion of the shares of Preferred Stock in accordance with the terms

hereof.

“Delaware Courts”

shall have the meaning set forth in Section 11(b).

“Dilutive Issuance”

shall have the meaning set forth in Section 7(d).

“Dilutive Issuance Notice”

shall have the meaning set forth in Section 7(b).

“Dividend Conversion Rate”

means, for each $1,000 of Dividend Share Amount (or portion thereof), one share of Preferred Stock with a Stated Value of $1,070 (or a

portion of a share thereof).

“Dividend Payment Date”

shall have the meaning set forth in Section 3(a).

“Dividend Share Amount”

shall have the meaning set forth in Section 3(a).

“Dividend Shares”

shall have the meaning set forth in Section 3(a).

“Equity

Conditions” means, during the period in question, (a) the Corporation shall have duly honored all conversions scheduled

to occur or occurring by virtue of one or more Notices of Conversion of the applicable Holder on or prior to the dates so requested or

required, if any, (b) the Corporation shall have paid all liquidated damages and other amounts owing to the applicable Holder in respect

of the Preferred Stock, (c)(i) there is an effective registration statement pursuant to which (A) the Corporation

may issue Dividend Shares and Conversion Shares or (B) the Holders are permitted to utilize the prospectus thereunder to resell all of

the shares of Common Stock issuable pursuant to the Transaction Documents (and the Corporation believes, in good faith, that such effectiveness

will continue uninterrupted for the foreseeable future) or (ii) all of the Conversion Shares issuable pursuant to the Transaction Documents

(and shares issuable upon conversion of shares of Preferred Stock in lieu of cash payments of dividends) may be resold pursuant to Rule

144 without volume or manner-of-sale restrictions or current public information requirements as determined by the counsel to the Corporation

as set forth in a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders or (iii)

all of the Conversion Shares and Dividend Shares may be issued to the Holder pursuant to Section 3(a)(9) of the Securities Act and immediately

resold without restriction, (d) the Common Stock is trading on a Trading Market and all of the shares issuable pursuant to the Transaction

Documents are listed or quoted for trading on such Trading Market (and the Corporation believes, in good faith, that trading of the Common

Stock on a Trading Market will continue uninterrupted for the foreseeable future), (e) there is a sufficient number of authorized, but

unissued and otherwise unreserved, shares of Common Stock for the issuance of all of the shares then issuable pursuant to the Transaction

Documents and there is no existing Authorized Share Failure, (f) there is no existing Triggering Event and no existing event which, with

the passage of time or the giving of notice, would constitute a Triggering Event, (g) there has been no public announcement of

a pending or proposed Fundamental Transaction or Change of Control Transaction that has not been consummated, and (h) the applicable Holder

is not in possession of any information provided by the Corporation, any of its Subsidiaries, or any of

their officers, directors, employees, agents or Affiliates, that constitutes, or may constitute, material non-public information.

“Exchange Act” means

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

“Exempt Issuance”

means the issuance of (a) shares of Common Stock, restricted stock units or options to employees, consultants, officers or directors of

the Corporation pursuant to any stock or option plan duly adopted by a majority of the non-employee members of the Board of Directors

of the Corporation or a majority of the members of a committee of non-employee directors established for such purpose for services rendered

to the Corporation, provided that any issuances to consultants under this clause (a) shall not exceed 1,000,000 shares (adjusted for reverse

and forward stock splits, recapitalizations and similar transactions) in any 6 month period, (b) securities upon the exercise or exchange

of or conversion of any securities issued pursuant to the Purchase Agreement and/or other securities exercisable or exchangeable for or

convertible into shares of Common Stock issued and outstanding on the date of the Purchase Agreement, provided that such securities have

not been amended since the date of the Purchase Agreement to increase the number of such securities or to decrease the exercise price,

exchange price or conversion price of any such securities or to extend the term of such securities and (c) except in regard to the acquisition

of Circle8 Group B.V, securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested

directors of the Corporation, provided that such securities are issued as “restricted securities” (as defined in Rule 144)

and carry no registration rights that require or permit the filing of any registration statement in connection therewith during the prohibition

period in Section 4.13(a) in the Purchase Agreement, and provided that any such issuance shall only be to a Person (or to the equity holders

of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with

the business of the Corporation and shall provide to the Corporation additional benefits in addition to the investment of funds, but shall

not include a transaction in which the Corporation is issuing securities primarily for the purpose of raising capital or to an entity

whose primary business is investing in securities.

“Fundamental Transaction”

shall have the meaning set forth in Section 7(e).

“Holder” shall have

the meaning given such term in Section 2.

“Junior Securities”

means the Common Stock and all other Common Stock Equivalents of the Corporation other than those securities which are explicitly senior

or pari passu to the Preferred Stock in dividend rights or liquidation preference.

“Liquidation” shall

have the meaning set forth in Section 5.

“Market Conversion Price”

shall have the meaning set forth in Section 6(b).

“Notice of Conversion”

shall have the meaning set forth in Section 6(a).

“Optional Redemption”

shall have the meaning set forth in Section 8(a).

“Optional Redemption Amount”

means the sum of (a) 110% of the aggregate Stated Value then outstanding, (b) accrued but unpaid dividends and (c) all liquidated damages

and other amounts due in respect of the Preferred Stock.

“Optional Redemption Date”

shall have the meaning set forth in Section 8(a).

“Optional Redemption Notice”

shall have the meaning set forth in Section 8(a).

“Optional Redemption Notice

Date” shall have the meaning set forth in Section 8(a).

“Original Issue Date”

means the date of the first issuance of any shares of the Preferred Stock regardless of the number of transfers of any particular shares

of Preferred Stock and regardless of the number of certificates which may be issued to evidence such Preferred Stock.

“Payables Litigation”

means (i) the written notice to the Corporation or any Subsidiary or (ii) the public announcement by the Corporation, any Subsidiary or

any third party of any litigation or arbitration against the Corporation or any Subsidiary in any state or federal court or any arbitration

venue that relates to the Corporation’s outstanding accounts payable in an amount that exceeds $500,000.

“Person” means an

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

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

“Preferred Stock”

shall have the meaning set forth in Section 2.

“Purchase Agreement”

means the Securities Purchase Agreement, dated on or about the Original Issue Date, among the Corporation and the original Holders, as

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

“Rule 144” means Rule

144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or

regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“Securities” means

the Preferred Stock, the Warrants, the Warrant Shares and the Conversion Shares.

“Securities Act” means

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

“Share Delivery Date”

shall have the meaning set forth in Section 6(c).

“Stated Value” shall

have the meaning set forth in Section 2, as the same may be increased pursuant to Section 3.

“Subscription Amount”

shall mean, as to each Holder, the aggregate amount to be paid for the Preferred Stock purchased pursuant to the Purchase Agreement as

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

in United States dollars and in immediately available funds.

“Subsidiary” means

any subsidiary of the Corporation as set forth on Schedule 3.1(a) of the Purchase Agreement and shall, where applicable, also include

any direct or indirect subsidiary of the Corporation formed or acquired after the date of the Purchase Agreement.

“Successor Entity”

shall have the meaning set forth in Section 7(e).

“Trading Day” means

a day on which the principal Trading Market is open for business.

“Trading Market” means

any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE

American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, OTCQB or

OTCQX (or any successors to any of the foregoing).

“Transaction Documents”

means this Certificate of Designation, the Purchase Agreement, the Warrants, all exhibits and schedules thereto and hereto and any other

documents or agreements executed in connection with the transactions contemplated pursuant to the Purchase Agreement.

“Transfer Agent” means

VStock Transfer, LLC, as the current transfer agent of the Corporation, with a mailing address of 18 Lafayette Pl, Woodmere, NY 11598

and a facsimile number of 646-536-3179, and any successor transfer agent of the Corporation.

“Triggering Event”

shall have the meaning set forth in Section 10(a).

“Triggering Redemption Amount”

means, for each share of Preferred Stock, the sum of (a) the greater of (i) 120% of the aggregate Stated Value then outstanding and (ii)

the product of (y) the VWAP on the Trading Day immediately preceding the date of the Triggering Event and (z) the Stated Value divided

by the then Conversion Price, (b) all accrued but unpaid dividends thereon and (c) all liquidated damages and other costs, expenses or

amounts due in respect of the Preferred Stock.

“Triggering Redemption Payment

Date” shall have the meaning set forth in Section 10(b).

“Variable Rate Transaction”

shall have the meaning ascribed to such term in Section 4.13(b) of the Purchase Agreement.

“VWAP” means, for

any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on

a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading

Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York

City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price

of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then

listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported in the “Pink Sheets” published

by OTC Markets, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price

per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined

by an independent appraiser selected in good faith by the Purchasers of a majority in interest of the Securities then outstanding and

reasonably acceptable to the Corporation, the fees and expenses of which shall be paid by the Corporation.

“Warrants” shall have

the meaning ascribed to such term in the Purchase Agreement.

“Warrant Shares” means

the shares of Preferred Stock issuable upon exercise of the Warrants.

Section 2. Designation,

Amount and Par Value. The series of preferred stock shall be designated as its Series B 5% Convertible Preferred Stock (the “Preferred

Stock”) and the number of shares so designated shall be 15,000 (which shall not be subject to increase without the written consent

of all of the holders of the Preferred Stock (each, a “Holder” and collectively, the “Holders”)).

Each share of Preferred Stock shall have a par value of $0.00001 per share and a stated value equal to $1,070.00 per share, subject to

increase set forth in Section 3 below (the “Stated Value”).

Section 3. Dividends.

a) Dividends

in Cash or in Kind. Holders shall be entitled to receive, and the Corporation shall pay, cumulative dividends at the rate per share

(as a percentage of the Stated Value per share) of 5% per annum, payable quarterly in cash or, at the Corporation’s option,

in duly authorized, validly issued, fully paid and non-assessable shares of Preferred Stock (“Dividend Shares”) as set forth

in this Section 3(a), or a combination thereof, on each March 31, June 30, September 30 and December 31 of each year, commencing on the

first such date occurring after the Original Issue Date, on each Conversion Date (with respect only to Preferred Stock being converted,

for accrued and unpaid dividends through the applicable Conversion Date), on each Optional Redemption Date (with respect only to Preferred

Stock being redeemed, for accrued and unpaid dividends through the applicable Optional Redemption Date) and on such other dates as may

be provided in the Purchase Agreement (each such date, a “Dividend Payment Date”) (if any Dividend Payment Date is

not a Trading Day, the applicable payment shall be due on the next succeeding Trading Day). The dollar amount of dividends to be paid

in Dividend Shares is referred to herein as the “Dividend Share Amount,” and any Dividend Shares issued in respect thereof

shall be issued at the Dividend Conversion Rate. The Holders shall have the same rights and remedies with respect to the delivery of any

such shares as if such shares were being issued pursuant to Section 6.

b) Delivery

of Dividend Shares. The Corporation shall deliver a certificate evidencing the Dividend Shares to the Holder no later than the earlier

of (i) two (2) Trading Days and (ii) the number of days comprising the Standard Settlement Period (as defined in Section 6(c)(i) herein)

following the Dividend Payment Date and the Corporation’s delivery of the Dividend Shares shall be subject to the provision of Section

6 herein, including, without limitation, the liquidated damages and Buy-In provisions therein. On the Dividend Payment Date, the Holder

shall be deemed for all corporate purposes to have become the holder of record of the Dividend Shares.

c) Dividend

Calculations. Dividends on the Preferred Stock shall be calculated on the basis of a 360-day year, consisting of twelve 30 calendar

day periods, and shall accrue daily commencing on the Original Issue Date, and shall be deemed to accrue from such date whether or not

earned or declared and whether or not there are profits, surplus or other funds of the Corporation legally available for the payment of

dividends. Dividends shall continue to accrue with respect to any Preferred Stock through the applicable Conversion Date or Optional Redemption

Date, as applicable, and shall cease to accrue thereafter only if the Corporation actually delivers the applicable Conversion Shares or

pays the applicable redemption amount, in each case together with accrued and unpaid dividends, within the time period required by this

Certificate of Designation. Except as otherwise provided herein, if at any time the Corporation pays dividends partially in cash and partially

in shares, then such payment shall be distributed ratably among the Holders based upon the number of shares of Preferred Stock held by

each Holder on such Dividend Payment Date.

d) Late

Fees. Any dividends, whether paid in cash or shares of Preferred Stock, that are not paid within three Trading Days following a Dividend

Payment Date shall continue to accrue and shall entail a late fee, which must be paid in cash, at the rate of 15% per annum or the lesser

rate permitted by applicable law which shall accrue daily from the Dividend Payment Date through and including the date of actual payment

in full.

e) Other

Securities. So long as any Preferred Stock shall remain outstanding, neither the Corporation nor any Subsidiary thereof shall redeem,

purchase or otherwise acquire directly or indirectly any Junior Securities, other than, solely in connection with Junior Securities issued

to employees, officers or directors of the Corporation for services rendered to the Corporation, Junior Securities in connection with

the satisfaction of the exercise price of compensatory Junior Securities or the satisfaction of tax withholding obligations. So long as

any Preferred Stock shall remain outstanding, neither the Corporation nor any Subsidiary thereof shall directly or indirectly pay or declare

any dividend or make any distribution upon, nor shall any distribution be made in respect of, any Junior Securities as long as any dividends

due on the Preferred Stock remain unpaid, nor shall any monies be set aside for or applied to the purchase or redemption (through a sinking

fund or otherwise) of any Junior Securities or shares pari passu with the Preferred Stock.

f) Dividend

Rate Adjustment. If, for any five (5) consecutive Trading Days, the Closing Price of the Common Stock is less than the Floor Price

then in effect, the dividend rate applicable to the Preferred Stock pursuant to Section 3(a) shall be adjusted to eighteen percent (18%)

per annum, commencing on the first Trading Day following such five (5) consecutive Trading Day period.

Section 4. Voting Rights. Except

as otherwise provided herein or as otherwise required by law, the Preferred Stock shall have no voting rights. However, as long as any

shares of Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote of the Holders of a majority of the

then outstanding shares of this Series B 5% Convertible Preferred Stock, (a) alter or change adversely the powers, preferences or rights

given to the Preferred Stock or alter or amend this Certificate of Designation, (b) authorize or create any class of stock ranking as

to dividends, redemption or distribution of assets upon a Liquidation (as defined in Section 5) senior to, or otherwise pari passu

with, this Series B 5% Convertible Preferred Stock, (c) amend its certificate or articles of incorporation or other charter documents

in any manner that adversely affects any rights of the Holders, (d) issue any new shares of this Series B 5% Convertible Preferred Stock

to any Person, other than the issuance of Dividend Shares or Warrant Shares, or (e) enter into any agreement with respect to any of the

foregoing.

Section 5. Liquidation. Upon any

liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary (a “Liquidation”), the

Holders shall be entitled to receive out of the assets, whether capital or surplus, of the Corporation an amount equal to the Stated Value,

plus any accrued and unpaid dividends thereon and any other fees or liquidated damages then due and owing thereon under this Certificate

of Designation, for each share of Preferred Stock before any distribution or payment shall be made to the holders of any Junior Securities,

and if the assets of the Corporation shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the

Holders shall be ratably distributed among the Holders in accordance with the respective amounts that would be payable on such shares

if all amounts payable thereon were paid in full. A Fundamental Transaction or Change of Control Transaction shall not be deemed a Liquidation.

The Corporation shall deliver written notice of any such Liquidation, not less than 45 days prior to the payment date stated therein,

to each Holder.

Section 6. Conversion.

a) Conversions

at Option of Holder. Each share of Preferred Stock shall be convertible, at any time and from time to time from and after the Original

Issue Date at the option of the Holder thereof, into that number of shares of Common Stock (subject to the limitations set forth in Section

6(d)) determined by dividing the Stated Value of such share of Preferred Stock by the Conversion Price. Holders shall effect conversions

by providing the Corporation with the form of conversion notice attached hereto as Annex A (a “Notice of Conversion”).

Each Notice of Conversion shall specify the number of shares of Preferred Stock to be converted, the number of shares of Preferred Stock

owned prior to the conversion at issue, the number of shares of Preferred Stock owned subsequent to the conversion at issue and the date

on which such conversion is to be effected, which date may not be prior to the date the applicable Holder delivers by e-mail such Notice

of Conversion to the Corporation (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice

of Conversion, the Conversion Date shall be the date that such Notice of Conversion to the Corporation is deemed delivered hereunder.

Upon delivery of the Notice of Conversion by a Holder, such Holder shall be deemed for all corporate purposes to have become the holder

of record of the Conversion Shares with respect to which the Preferred Stock has been converted, irrespective of date of delivery of such

Conversion Shares. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee

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

control in the absence of manifest or mathematical error. To effect conversions of shares of Preferred Stock, a Holder shall not be required

to surrender the certificate(s) representing the shares of Preferred Stock to the Corporation unless all of the shares of Preferred Stock

represented thereby are so converted, in which case such Holder shall deliver the certificate representing such shares of Preferred Stock

promptly following the Conversion Date at issue. Shares of Preferred Stock converted into Common Stock or redeemed in accordance with

the terms hereof shall be canceled and shall not be reissued. Notwithstanding the foregoing, with respect to any Notice(s) of Conversion

delivered by 12:00 p.m. (New York City time) on the Original Issue Date, the Corporation agrees to deliver the Conversion Shares subject

to such notice(s) by 4:00 p.m (New York City time) on the Original Issue Date.

b) Conversion

Price. The conversion price for the Preferred Stock shall equal, as of any applicable date of determination, the lesser of (i) the

applicable Market Conversion Price (defined below) and (ii) 110% of the Closing Price on the Closing Date, in each case subject to adjustment

herein; provided, however, that in no event shall the Conversion Price be less than the Floor Price (subject to Section 7(b)) (the resulting

price, the “Conversion Price”). For purposes of this Section 6(b), (A) during the first thirty (30) calendar days following

the Closing Date (the “Initial Conversion Price Period”), the “Market Conversion Price” shall be the Closing Price

of the Common Stock on the Closing Date, which Closing Price is $4.38 (the “Initial Conversion Price”), unless, during the

Initial Conversion Price Period, the lowest Closing Price falls below 85% of the Initial Conversion Price, in which case the Market Conversion

Price shall instead be the average of the three (3) lowest closing prices of the Common Stock during the ten (10) Trading Days immediately

preceding the applicable Conversion Date; (B) after the Initial Conversion Price Period, the “Market Conversion Price” shall

be the lesser of (i) 90% of the average of the three (3) lowest closing prices of the Common Stock during the ten (10) Trading Days immediately

preceding the applicable Conversion Date and (ii) 110% of its Closing Price on the Closing Date; (C) the “Closing Price” means

the closing price of the Common Stock on the applicable Trading Day as reported by the principal Trading Market; (D) the “Floor

Price” shall initially mean $2.25; and (E) on the fortieth (40th) Business Day following the Closing Date (the “Floor Reset

Date”), the Floor Price shall be reset one time to 65% of the lowest closing price of the Common Stock during the fifteen (15) Trading

Days immediately preceding the Floor Reset Date; provided, however, that such reset shall only decrease, and shall not increase, the Floor

Price.

c) Mechanics of Conversion

i. Delivery of Conversion Shares

Upon Conversion. Not later than the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard

Settlement Period (as defined below) after each Conversion Date (the “Share Delivery Date”), the Corporation shall

deliver, or cause to be delivered, to the converting Holder (A) the number of Conversion Shares being acquired upon the conversion of

the Preferred Stock, which Conversion Shares shall be free of restrictive legends and trading restrictions, and (B) a number of Dividend

Shares in the amount of accrued and unpaid dividends on the shares of Preferred Stock subject to conversion. The Corporation shall deliver

the Conversion Shares electronically through the Depository Trust Company or another established clearing corporation performing similar

functions. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number

of Trading Days, on the Corporation’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery

of the Notice of Conversion, but in no event earlier than one (1) Trading Day after each Conversion Date.

ii. Failure

to Deliver Conversion Shares. If, in the case of any Notice of Conversion, such Conversion Shares are not delivered to or as directed

by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Corporation at any

time on or before its receipt of such Conversion Shares, to rescind such Conversion, in which event the Corporation shall promptly return

to the Holder any original Preferred Stock certificate delivered to the Corporation and the Holder shall promptly return to the Corporation

the Conversion Shares issued to such Holder pursuant to the rescinded Notice of Conversion.

iii. Obligation Absolute; Partial

Liquidated Damages. The Corporation’s obligation to issue and deliver the Conversion Shares upon conversion of Preferred Stock

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

Person of any obligation to the Corporation or any violation or alleged violation of law by such Holder or any other person, and irrespective

of any other circumstance which might otherwise limit such obligation of the Corporation to such Holder in connection with the issuance

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

such action that the Corporation may have against such Holder. In the event a Holder shall elect to convert any or all of the Stated

Value of its Preferred Stock, the Corporation may not refuse conversion based on any claim that such Holder or anyone associated or affiliated

with such Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice

to Holder, restraining and/or enjoining conversion of all or part of the Preferred Stock of such Holder shall have been sought and obtained,

and the Corporation posts a surety bond for the benefit of such Holder in the amount of 150% of the Stated Value of Preferred Stock which

is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute

and the proceeds of which shall be payable to such Holder to the extent it obtains judgment. In the absence of such injunction, the Corporation

shall issue Conversion Shares and, if applicable, cash, upon a properly noticed conversion. If the Corporation fails to deliver to a

Holder such Conversion Shares pursuant to Section 6(c)(i) by the Share Delivery Date applicable to such conversion, the Corporation shall

pay to such Holder, in cash, as liquidated damages and not as a penalty, for each $5,000 of Stated Value of Preferred Stock being converted,

$50 per Trading Day (increasing to $100 per Trading Day on the fifth Trading Day after such damages begin to accrue) for each Trading

Day after the Share Delivery Date until such Conversion Shares are delivered or Holder rescinds such conversion. Nothing herein shall

limit a Holder’s right to pursue actual damages or declare a Triggering Event pursuant to Section 10 hereof for the Corporation’s

failure to deliver Conversion Shares within the period specified herein and such Holder shall have the right to pursue all remedies available

to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise

of any such rights shall not prohibit a Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable

law.

iv. Compensation

for Buy-In on Failure to Timely Deliver Conversion Shares Upon Conversion. In addition to any other rights available to the Holder,

if the Corporation fails for any reason to deliver to a Holder the applicable Conversion Shares by the Share Delivery Date pursuant to

Section 6(c)(i) (other than solely a failure caused by incorrect or incomplete information provided by Holder to the Corporation), and

if after such Share Delivery Date such Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise),

or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by such Holder of

the Conversion Shares which such Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a “Buy-In”),

then the Corporation shall (A) pay in cash to such Holder (in addition to any other remedies available to or elected by such Holder) the

amount, if any, by which (x) such Holder’s total purchase price (including any brokerage commissions) for the Common Stock so purchased

exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such Holder was entitled to receive from the conversion

at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including

any brokerage commissions) and (B) at the option of such Holder, either reissue (if surrendered) the shares of Preferred Stock equal to

the number of shares of Preferred Stock submitted for conversion (in which case, such conversion shall be deemed rescinded) or deliver

to such Holder the number of shares of Common Stock that would have been issued if the Corporation had timely complied with its delivery

requirements under Section 6(c)(i). For example, if a Holder purchases shares of Common Stock having a total purchase price of $11,000

to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock with respect to which the actual sale price of

the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation was a total of $10,000 under clause

(A) of the immediately preceding sentence, the Corporation shall be required to pay such Holder $1,000. The Holder shall provide the Corporation

written notice indicating the amounts payable to such Holder in respect of the Buy-In and, upon request of the Corporation, evidence of

the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at

law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Corporation’s

failure to timely deliver the Conversion Shares upon conversion of the shares of Preferred Stock as required pursuant to the terms hereof.

v. Reservation of Shares Issuable

Upon Conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued

shares of Common Stock for the sole purpose of issuance upon conversion of the Preferred Stock and payment of dividends on the Preferred

Stock, each as provided herein, free from preemptive rights or any other actual contingent purchase rights of Persons other than the

Holder (and the other holders of the Preferred Stock), not less than such aggregate number of shares of the Common Stock as shall (subject

to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of

Section 7) upon the conversion of the then outstanding shares of Preferred Stock and payment of dividends hereunder. The Corporation

covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid

and nonassessable.

vi. Fractional

Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of the Preferred Stock. As

to any fraction of a share which the Holder would otherwise be entitled to purchase upon such conversion, the Corporation shall at its

election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Conversion

Price or round up to the next whole share. Notwithstanding anything to the contrary contained herein, but consistent with the provisions

of this subsection with respect to fractional Conversion Shares, nothing shall prevent any Holder from converting fractional shares of

Preferred Stock.

vii. Transfer

Taxes and Expenses. The issuance of Conversion Shares on conversion of this Preferred Stock 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 Corporation 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 Preferred Stock and

the Corporation 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 Corporation the amount of such tax or shall have established to the satisfaction of the Corporation

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

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.

d) Beneficial

Ownership Limitation. The Corporation shall not effect any conversion of the Preferred Stock, and a Holder shall not have the right

to convert any portion of the Preferred Stock, to the extent that, after giving effect to the conversion set forth on the applicable Notice

of Conversion, 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 Preferred Stock 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 Preferred Stock 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 Corporation subject to a limitation on conversion or exercise analogous to the limitation contained herein

(including, without limitation, the Preferred Stock or the Warrants) 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 6(d), 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 6(d) applies, the determination of whether the Preferred Stock is convertible (in relation to other securities

owned by such Holder together with any Affiliates and Attribution Parties) and of how many shares of Preferred Stock are convertible shall

be in the sole discretion of such Holder, and the submission of a Notice of Conversion shall be deemed to be such Holder’s determination

of whether the shares of Preferred Stock may be converted (in relation to other securities owned by such Holder together with any Affiliates

and Attribution Parties) and how many shares of the Preferred Stock 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 Corporation each time it delivers

a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation

shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status

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

thereunder. For purposes of this Section 6(d), in determining the number of outstanding shares of Common Stock, a Holder may rely on the

number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Corporation’s most recent periodic

or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Corporation or (iii) a more

recent written notice by the Corporation or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon

the written or oral request of a Holder (which may be via email), the Corporation shall within one Trading Day confirm orally and in writing

(which may be via email) 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 Corporation, including

the Preferred Stock, 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 Preferred Stock

held by the applicable Holder. A Holder, upon notice to the Corporation, may increase or decrease the Beneficial Ownership Limitation

provisions of this Section 6(d) applicable to its Preferred Stock 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 this Preferred Stock held by the Holder and the provisions of this Section 6(d) 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 Corporation

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 6(d) 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 Preferred Stock.

Section 7. Certain Adjustments.

a) Stock

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

otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any other Common Stock

Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Corporation upon conversion of,

or payment of a dividend on, this Preferred Stock), (ii) subdivides outstanding shares of Common Stock into a larger number of shares,

(iii) combines (including by way of a reverse stock split, combination or otherwise) outstanding shares of Common Stock into a smaller

number of shares or (iv) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the

Corporation, then the Conversion Price (as determined pursuant to Section 6(b)) shall be multiplied by a fraction of which the numerator

shall be the number of shares of Common Stock (excluding any treasury shares of the Corporation) outstanding immediately before such event,

and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made

pursuant to this Section 7(a) shall become effective immediately after the record date for the determination of stockholders entitled

to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision,

combination or re-classification.

b) Subsequent

Equity Sales. Notwithstanding anything herein to the contrary, if at any time while this Preferred Stock is outstanding, the Corporation

or any Subsidiary, as applicable, sells or grants any option to purchase or sells or grants any right to reprice, or otherwise disposes

of or issues (or announces any sale, grant or any option to purchase or other disposition), any Common Stock or Common Stock Equivalents

entitling any Person to acquire shares of Common Stock at an effective price per share that is lower than the Conversion Price then in

effect (such lower price, the “Base Conversion Price,” and such issuance, a “Dilutive Issuance”) (if the holder

of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset

provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued

in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is lower than the

Conversion Price then in effect, such issuance shall be deemed to have occurred for less than the Conversion Price then in effect on such

date of the Dilutive Issuance), then the Conversion Price shall be reduced, effective as of the date of such Dilutive Issuance, to equal

the Base Conversion Price. For the avoidance of doubt, if more than one security is issued in a transaction that is being analyzed to

determine whether a Dilutive Issuance has occurred and/or to determine a Base Conversion Price, each security so issued shall be analyzed

separately with respect to such determinations such that the lowest effective price per share with respect to each such security shall

be used. Notwithstanding the foregoing, no adjustment will be made under this Section 7(b) in respect of an Exempt Issuance. The Corporation

shall notify the Holders in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents

subject to this Section 7(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion

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

c) Subsequent

Rights Offerings. In addition to any adjustments pursuant to Section 7(a) above, if at any time the Corporation grants, issues or

sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders

of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the

terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the

number of shares of Common Stock acquirable upon complete conversion of such Holder’s Preferred Stock (without regard to any limitations

on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is

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

of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that, to the extent

that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership

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

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

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

d) Pro

Rata Distributions. During such time as this Preferred Stock is outstanding, if the Corporation 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) other than distributions subject

to Section 7(a) hereof (a “Distribution”), at any time after the issuance of this Preferred Stock, then, in each such

case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein

if the Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Preferred Stock (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 the

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

the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common

Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit

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

e) Fundamental

Transaction. If, at any time while this Preferred Stock is outstanding, (i) the Corporation, directly or indirectly, in one or more

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

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

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

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

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

(iv) the Corporation, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization

of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for

other securities, cash or property, or (v) the Corporation, directly or indirectly, in one or more related transactions consummates a

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

or scheme of arrangement) with another Person (other than Axiom Partners GbmH) whereby such other Person acquires more than 50% of the

outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party

to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination)

(each a “Fundamental Transaction”), then, upon any subsequent conversion of this Preferred Stock, 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 6(d) on the conversion of this Preferred Stock), the number

of shares of Common Stock of the successor or acquiring corporation or of the Corporation, if it is the surviving corporation, and any

additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by

a holder of the number of shares of Common Stock for which this Preferred Stock is convertible immediately prior to such Fundamental Transaction

(without regard to any limitation in Section 6(d) on the conversion of this Preferred Stock). 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 Corporation 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 this Preferred Stock following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor

to the Corporation or surviving entity in such Fundamental Transaction shall file a new Certificate of Designation 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 Corporation shall cause any successor entity in a Fundamental

Transaction in which the Corporation is not the survivor (the “Successor Entity”) to assume in writing all of the obligations

of the Corporation under this Certificate of Designation and the other Transaction Documents in accordance with the provisions of this

Section 7(e) pursuant to written agreements in form and substance reasonably satisfactory to the Holders of a majority of the outstanding

shares of Preferred Stock and approved by the Holders of a majority of the outstanding shares of Preferred Stock (without unreasonable

delay) prior to such Fundamental Transaction and shall, at the option of the holder of this Preferred Stock, deliver to the Holder in

exchange for this Preferred Stock a security of the Successor Entity evidenced by a written instrument substantially similar in form and

substance to this Preferred Stock 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 this Preferred Stock (without

regard to any limitations on the conversion of this Preferred Stock) 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 this Preferred Stock 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 Designation and the other Transaction Documents referring to the “Corporation”

shall refer instead to the Successor Entity), and may exercise every right and power of the Corporation and shall assume all of the obligations

of the Corporation under this Certificate of Designation and the other Transaction Documents with the same effect as if such Successor

Entity had been named as the Corporation herein.

f) Calculations.

All calculations under this Section 7 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes

of this Section 7, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the

number of shares of Common Stock (excluding any treasury shares of the Corporation) issued and outstanding.

g) Notice

to the Holders.

i. Adjustment

to Conversion Price. Whenever the Applicable Conversion Price is adjusted pursuant to any provision of this Section 7, the Corporation

shall promptly deliver to each Holder by facsimile or email a notice setting forth the Applicable Conversion Price after such adjustment

and setting forth a brief statement of the facts requiring such adjustment.

ii. Notice

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

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

shall authorize the granting to all holders of the Common Stock of 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 Corporation shall be required in connection with any

reclassification of the Common Stock, any consolidation or merger to which the Corporation is a party, any sale or transfer of all or

substantially all of the assets of the Corporation, or any compulsory share exchange whereby the Common Stock is converted into other

securities, cash or property or (E) the Corporation shall authorize the voluntary or involuntary dissolution, liquidation or winding up

of the affairs of the Corporation, then, in each case, the Corporation shall cause to be filed at each office or agency maintained for

the purpose of conversion of this Preferred Stock, and shall cause to be delivered by facsimile or email to each Holder at its last facsimile

number or email address as it shall appear upon the stock books of the Corporation, at least twenty (20) calendar days prior to the applicable

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

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

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

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

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

for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange,

provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the

corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material,

non-public information regarding the Corporation or any of the Subsidiaries, the Corporation shall simultaneously file such notice with

the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert the Conversion Amount of this Preferred

Stock (or any part hereof) during the 20-day period commencing on the date of such notice through the effective date of the event triggering

such notice except as may otherwise be expressly set forth herein.

Section 8. Optional Redemption.

a) Optional

Redemption at Election of Corporation. Subject to the provisions of this Section 8, at any time commencing thirty (30) Business Days

after the Closing Date, the Corporation may deliver a notice to the Holders (an “Optional Redemption Notice” and the

date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election

to redeem some or all of the then outstanding Preferred Stock, for cash in an amount equal to the Optional Redemption Amount on the thirtieth

(30th) day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date” and such redemption,

the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The

Corporation may only effect an Optional Redemption if each of the Equity Conditions shall have been met on each Trading Day occurring

during the period commencing on the Optional Redemption Notice Date through to the Optional Redemption Date and through and including

the date payment of the Optional Redemption Amount is actually made. If any of the Equity Conditions shall cease to be satisfied at any

time during the thirty (30) day period, then a Holder may elect to nullify the Optional Redemption Notice as to such Holder by notice

to the Corporation within three (3) Trading Days after the first day on which any such Equity Condition has not been met (provided that,

if by a provision of the Transaction Documents, the Corporation is obligated to notify the Holders of the non-existence of an Equity Condition,

such notice period shall be extended to the third Trading Day after proper notice from the Corporation) in which case the Optional Redemption

Notice shall be null and void, ab initio. The Corporation covenants and agrees that the Corporation will honor all Notices of Conversion

tendered from the time of delivery of the Optional Redemption Notice through the date the Optional Redemption Amount is paid in full,

and each Holder shall continue to have the right to convert the Preferred Stock at the Conversion Price after receipt of an Optional Redemption

Notice and prior to the payment of the Optional Redemption Amount.

b) Redemption

Procedure. The payment of cash pursuant to an Optional Redemption shall be made on the Optional Redemption Date. If any portion of

the cash payment for an Optional Redemption has not been paid by the Corporation on the Optional Redemption Date, interest shall accrue

thereon until such amount is paid in full at a rate equal to the lesser of 12% per annum or the maximum rate permitted by applicable law.

c) Holder

Put Right. If the average of the daily Closing Prices of the Common Stock during the six (6) calendar month period immediately following

the Closing Date is less than the Floor Price then in effect at the end of such period (the “Put Trigger”), then each Holder

shall have the right, exercisable at any time within thirty (30) Trading Days following the end of such six (6) calendar month period,

to require the Corporation to redeem up to fifty percent (50%) of such Holder’s then outstanding shares of Preferred Stock, of such Holder’s

then outstanding shares of Preferred Stock at a redemption price equal to the Triggering Redemption Amount (the “Holder Put Right”).

To exercise the Holder Put Right, a Holder shall deliver written notice to the Corporation (the “Put Notice”) specifying the

number of shares of Preferred Stock to be redeemed. The Corporation shall pay the Triggering Redemption Amount in cash within five (5)

Trading Days of receipt of the Put Notice (the “Put Payment Date”). If the Corporation fails to pay the full Triggering Redemption

Amount by the Put Payment Date, interest shall accrue on such unpaid amount at a rate equal to the lesser of 18% per annum or the maximum

rate permitted by applicable law, accruing daily from the Put Payment Date until paid in full. The exercise of the Holder Put Right shall

not limit or otherwise affect any other rights or remedies available to a Holder hereunder or under applicable law.

Section 9. Negative Covenants. As long as any

shares of Preferred Stock are outstanding, unless the holders of at least 67% in Stated Value of the then outstanding shares of Preferred

Stock shall have otherwise given prior written consent, the Corporation shall not, and shall not permit any of the Subsidiaries to, directly

or indirectly:

a) repay,

repurchase or offer to repay, repurchase or otherwise acquire more than a de minimis number of shares of its Common Stock, Common

Stock Equivalents or Junior Securities, other than as to (i) the Conversion Shares or Warrant Shares as permitted or required under the

Transaction Documents, (ii) other than, solely in connection with Junior Securities issued to employees, officers or directors of the

Corporation for services rendered to the Corporation, Junior Securities in connection with the satisfaction of the exercise price of compensatory

Junior Securities or the satisfaction of tax withholding obligations, and (iii) repurchases of Common Stock or Common Stock Equivalents

of departing officers and directors of the Corporation;

b) pay

cash dividends on Junior Securities of the Corporation;

c) enter

into any transaction with any Affiliate of the Corporation which would be required to be disclosed in any public filing with the Commission,

unless such transaction is made on an arm’s-length basis and expressly approved by a majority of the disinterested directors of

the Corporation (even if less than a quorum otherwise required for board approval); or

d) incur or assume any

indebtedness for borrowed money that would be senior in right of payment to the Preferred Stock, or issue any class or series of

preferred stock that ranks senior to the Preferred Stock in dividend rights, redemption rights, or distribution of assets upon a

Liquidation, in each case for so long as any Holder holds any shares of Preferred Stock; or

(e) enter into any agreement with respect

to any of the foregoing.

Section 10. Redemption Upon Triggering Events.

a) “Triggering

Event” means, wherever used herein any of the following events (whatever the reason for such event and whether such event shall

be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule

or regulation of any administrative or governmental body), to which the Holders of a majority of the then outstanding shares of Preferred

Stock do not provide prior written consent:

i. (a)

if the Corporation fails to provide at all times a registration statement (including the Registration Statement) or usable prospectus

that permits the Corporation to issue the Conversion Shares and Warrant Shares or which allows the Holder to sell the Conversion Shares

and Warrant Shares pursuant thereto, subject to a grace period of 20 calendar days in the aggregate in any 365-day period or (b) if the

Corporation cannot issue the Conversion Shares pursuant to Section 3(a)(9) of the Securities Act;

ii. the

Corporation shall fail to deliver Conversion Shares issuable upon a conversion hereunder that comply with the provisions hereof prior

to the seventh (7th) Trading Day after such shares are required to be delivered hereunder, or the Corporation shall provide written notice

to any Holder, including by way of public announcement, at any time, of its intention not to comply with requests for conversion of any

shares of Preferred Stock in accordance with the terms hereof;

iii. the

Corporation shall fail for any reason to pay in full the amount of cash due pursuant to a Buy-In within five (5) calendar days after notice

therefor is delivered hereunder;

iv. there

shall have occurred an Authorized Share Failure;

v. the

Corporation shall fail to make an Amendment Filing within five (5) Trading Days of the date of Form S-3 Unavailability or the Amended

Registration Statement Effectiveness shall not occur with twenty (20) Trading Days following the date of Form S-3 Unavailability;

vi. unless

specifically addressed elsewhere in this Certificate of Designation as a Triggering Event, the Corporation shall fail to observe or perform

any other covenant, agreement or warranty contained in, or otherwise commit any breach of the Transaction Documents, and such failure

or breach shall not, if subject to the possibility of a cure by the Corporation, have been cured within 30 calendar days after the date

of such failure to observe or perform or such breach;

vii. the

Corporation shall redeem more than a de minimis number of Junior Securities other than as to (a) repurchases of Common Stock or

Common Stock Equivalents from departing officers and directors, or (b) solely in connection with Junior Securities issued to employees,

officers or directors of the Corporation for services rendered to the Corporation, Junior Securities in connection with the satisfaction

of the exercise price of compensatory Junior Securities or the satisfaction of tax withholding obligations;

viii. the

Corporation shall be party to a Change of Control Transaction or a Fundamental Transaction;

ix. there

shall have occurred a Bankruptcy Event;

x. the

Common Stock shall fail to be listed or quoted for trading on a Trading Market for more than five Trading Days, which need not be consecutive

Trading Days;

xi. any

monetary judgment, writ or similar final process shall be entered or filed against the Corporation, any subsidiary or any of their respective

property or other assets for more than $500,000, and such judgment, writ or similar final process shall remain unvacated, unbonded or

unstayed for a period of 60 calendar days;

xii. the

electronic transfer by the Corporation of shares of Common Stock through the Depository Trust Company or another established clearing

corporation is no longer available or is subject to a “chill”; or

xiii. there

shall have occurred a Payables Litigation and such Payables Litigation shall remain unvacated, unbonded, and unstayed for a period of

45 days.

b) Upon

the occurrence of a Triggering Event, in addition to all other rights each Holder may have hereunder or under applicable law, at the sole

option of such Holder, the Floor Price referenced in Section 6(b) shall, as of the Triggering Event Adjustment Date, be automatically

adjusted to the lesser of (i) the Floor Price then in effect and (ii) 20% of the Closing Price of the Common Stock on the Closing Date.

In addition to the foregoing, each Holder shall retain the right to require the Corporation to redeem all of the Preferred Stock then

held by such Holder for a redemption price, in cash, equal to the Triggering Redemption Amount. The Corporation shall notify each Holder

of the applicable adjustment to the Floor Price promptly following the occurrence of such Triggering Event (the “Triggering Event

Adjustment Notice”). For purposes of clarification, whether or not the Corporation provides a Triggering Event Adjustment Notice

pursuant to this Section 10(b), each Holder shall receive a number of Conversion Shares and retain a number of shares of Preferred Stock

based upon the Conversion Price as determined under Section 6(b) (taking into account any adjustment to the Floor Price pursuant to this

Section 10(b)), regardless of whether a Holder accurately refers to such price or number of shares of Preferred Stock in any Notice of

Conversion. If elected by the Holder, the Triggering Redemption Amount, in cash, shall be due and payable within five Trading Days of

the date on which the notice for the payment therefor is provided by a Holder (the “Triggering Redemption Payment Date”).

If the Corporation fails to pay in full the Triggering Redemption Amount hereunder on the date such amount is due in accordance with this

Section, the Corporation will pay interest thereon at a rate equal to the lesser of 12% per annum or the maximum rate permitted by applicable

law, accruing daily from such date until the Triggering Redemption Amount, plus all such interest thereon, is paid in full. For purposes

of this Section, a share of Preferred Stock is outstanding until such date as the applicable Holder shall have received Conversion Shares

upon a conversion (or attempted conversion) thereof that meets the requirements hereof or has been paid the Triggering Redemption Amount

in cash.

(c) Liquidated Damages Upon Triggering Event. Upon the occurrence of any Triggering Event, the Corporation shall, as liquidated damages

and not as a penalty, pay to each Holder an amount in cash equal to $100,000 (the “Triggering Event Liquidated Damages”) within

five (5) Trading Days of the occurrence of such Triggering Event (the “Liquidated Damages Payment Date”). The parties acknowledge

and agree that the damages resulting from a Triggering Event would be difficult to ascertain and that the Triggering Event Liquidated

Damages represent a reasonable estimate of such damages. If the Corporation fails to pay the full amount of the Triggering Event Liquidated

Damages to a Holder by the Liquidated Damages Payment Date, then such unpaid amount shall accrue interest at the rate of two percent (2%)

per month (or such lesser rate as is the maximum rate permitted by applicable law), compounding monthly, from the Liquidated Damages Payment

Date until the date of actual payment in full. The payment of the Triggering Event Liquidated Damages shall not relieve the Corporation

of any of its other obligations hereunder, including without limitation, any obligation to pay the Triggering Redemption Amount or to

adjust the Floor Price pursuant to Section 10(b), and each Holder shall retain all other rights and remedies available to it hereunder

or under applicable law.

Section 11. Miscellaneous.

a) Notices.

Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without limitation, any Notice

of Conversion, shall be in writing and delivered personally, by e-mail attachment, or sent by a nationally recognized overnight courier

service, addressed to the Corporation, at its principal executive offices, Attention: Jeffrey Jagid, Chief Executive Officer, e-mail address

jjagid@atlantic-international.com , or such other e-mail address or address as the Corporation may specify for such purposes by notice

to the Holders delivered in accordance with this Section 11. Any and all notices or other communications or deliveries to be provided

by the Corporation hereunder shall be in writing and delivered personally, by e-mail attachment, or sent by a nationally recognized overnight

courier service addressed to each Holder at the facsimile number, e-mail address or address of such Holder appearing on the books of the

Corporation, or if no such facsimile number, e-mail address or address appears on the books of the Corporation, at the principal place

of business of such Holder, as set forth in the Purchase Agreement. Any notice or other communication or deliveries hereunder shall be

deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile

at the facsimile number or e-mail attachment at the e-mail address set forth in this Section prior to 6:00 p.m. (New York City time) on

any date, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the

facsimile number or e-mail attachment at the e-mail address set forth in this Section on a day that is not a Trading Day or later than

6:00 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally

recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given.

b) Absolute

Obligation. Except as expressly provided herein, no provision of this Certificate of Designation shall alter or impair the obligation

of the Corporation, which is absolute and unconditional, to pay liquidated damages, accrued dividends and accrued interest, as applicable,

on the shares of Preferred Stock at the time, place, and rate, and in the coin or currency, herein prescribed.

c) Lost

or Mutilated Preferred Stock Certificate. If a Holder’s Preferred Stock certificate shall be mutilated, lost, stolen or destroyed,

the Corporation shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated certificate, or in lieu

of or in substitution for a lost, stolen or destroyed certificate, a new certificate for the shares of Preferred Stock so mutilated, lost,

stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction of such certificate, and of the ownership hereof

reasonably satisfactory to the Corporation.

d) Governing

Law. All questions concerning the construction, validity, enforcement and interpretation of this Certificate of Designation shall

be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles

of conflict of laws thereof. All legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated

by any of the Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders,

employees or agents) shall be commenced in the state and federal courts sitting in the State of Delaware (the “Delaware Courts”).

The Corporation and each Holder hereby irrevocably submits to the exclusive jurisdiction of the Delaware Courts for the adjudication of

any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect

to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or

proceeding, any claim that it is not personally subject to the jurisdiction of such Delaware Courts, or such Delaware Courts are improper

or inconvenient venue for such proceeding. The Corporation and each Holder hereby irrevocably waives personal service of process and consents

to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight

delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Certificate of Designation and

agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be

deemed to limit in any way any right to serve process in any other manner permitted by applicable law. The Corporation and each Holder

hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding

arising out of or relating to this Certificate of Designation or the transactions contemplated hereby. If the Corporation or any Holder

shall commence an action or proceeding to enforce any provisions of this Certificate of Designation, then the prevailing party in such

action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred in the

investigation, preparation and prosecution of such action or proceeding.

e) Waiver.

Any waiver by the Corporation or a Holder of a breach of any provision of this Certificate of Designation shall not operate as or be construed

to be a waiver of any other breach of such provision or of any breach of any other provision of this Certificate of Designation or a waiver

by any other Holders. The failure of the Corporation or a Holder to insist upon strict adherence to any term of this Certificate of Designation

on one or more occasions shall not be considered a waiver or deprive that party (or any other Holder) of the right thereafter to insist

upon strict adherence to that term or any other term of this Certificate of Designation on any other occasion. Any waiver by the Corporation

or a Holder must be in writing.

f) Severability.

If any provision of this Certificate of Designation is invalid, illegal or unenforceable, the balance of this Certificate of Designation

shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to

all other Persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder violates the

applicable law governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate

of interest permitted under applicable law.

g) Next

Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall

be made on the next succeeding Business Day.

h) Headings.

The headings contained herein are for convenience only, do not constitute a part of this Certificate of Designation and shall not be deemed

to limit or affect any of the provisions hereof.

i) Status

of Converted or Redeemed Preferred Stock. Shares of Preferred Stock may only be issued pursuant to the Purchase Agreement. If any

shares of Preferred Stock shall be converted, redeemed or reacquired by the Corporation, such shares shall resume the status of authorized

but unissued shares of preferred stock and shall no longer be designated as Series B 5% Convertible Preferred Stock.

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

RESOLVED, FURTHER, that the Chairman, the president or any vice-president,

and the secretary or any assistant secretary, of the Corporation be and they hereby are authorized and directed to prepare and file this

Certificate of Designation of Preferences, Rights and Limitations in accordance with the foregoing resolution and the provisions of Delaware

law.

IN WITNESS WHEREOF, the undersigned have executed

this Certificate this 20th day of March, 2026.

/s/ Jeffrey Jagid

Name:

Jeffrey Jagid

Title:

Chief Executive Officer

ANNEX A

NOTICE OF CONVERSION

(To be

Executed by the Registered Holder in order to Convert Shares of Preferred Stock)

The undersigned hereby elects to convert the number of shares of Series

B 5% Convertible Preferred Stock indicated below into shares of common stock, par value $0.00001 per share (the “Common Stock”),

of Atlantic International Corp., a Delaware corporation (the “Corporation”), according to the conditions hereof, as

of the date written below. If shares of Common Stock are to be issued in the name of a Person other than the undersigned, the undersigned

will pay all transfer taxes payable with respect thereto. No fee will be charged to the Holders for any conversion, except for any such

transfer taxes.

Conversion calculations:

Date to Effect Conversion: _____________________________________________

Number of shares of Preferred Stock owned prior to Conversion: _______________

Number of shares of Preferred Stock to be Converted: ________________________

Stated Value of shares of Preferred Stock to be Converted: $____________________

Accrued Dividends Included in Stated Value of shares of Preferred Stock

to be Converted: $__________

Number of shares of Common Stock to be Issued: ___________________________

Applicable Conversion Price: $____________________________________________

Number of shares of Preferred Stock subsequent to Conversion: ________________

Address for Delivery: ______________________

DWAC Instructions:

Broker no: _________

Account no: ___________

[HOLDER]

By:

Name:

Title:

EX-4.1 — FORM OF A PREFERRED STOCK PURCHASE WARRANT

EX-4.1

Filename: ea028334001ex4-1.htm · Sequence: 3

Exhibit 4.1

PREFERRED STOCK PURCHASE WARRANT

Atlantic

International Corp.

Warrant Shares: 5,600

Initial Exercise Date: March 20, 2026

THIS PREFERRED STOCK PURCHASE WARRANT

(the “Warrant”) certifies that, for value received, Leviston Resources, LLC or its assigns (the “Holder”)

is entitled, upon the terms and subject to the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial

Exercise Date”) and on or prior to 6:00 p.m. (New York City time) on February 20, 2027 (provided that, if such date is not a

Trading Day, then such date shall be the immediately following Trading Day), subject to extension as provided herein (the “Termination

Date”) but not thereafter, to subscribe for and purchase from Atlantic International Corp., a Delaware corporation (the “Company”),

up to 5,600 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Series B 5% Convertible Preferred

Stock of the Company (the “Preferred Stock”); provided, however, that, in the event of an Authorized

Share Failure (as defined in the Purchase Agreement) or a Registration Statement Availability Failure (as defined in the Purchase Agreement),

for each day of an Authorized Share Failure and for each day of a Registration Statement Availability Failure, the term of this Warrant

shall be extended by two (2) days and the Termination Date hereunder shall not occur on any day on which there is an Authorized Share

Failure or a Registration Statement Availability Failure. The purchase price of one share of Preferred Stock under this Warrant shall

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

Section 1. Definitions.

Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement

(the “Purchase Agreement”), of even date hereof, by and between the Company and the Holder. In addition, the following

terms shall have the following meanings:

“Beneficial Ownership Limitation”

shall have the meaning ascribed to such term in the Certificate of Designation.

“Conversion Shares”

shall have the meaning ascribed to such term in the Certificate of Designation.

“Notice of Conversion”

shall have the meaning ascribed to such term in the Certificate of Designation.

“Share Delivery Date”

shall have the meaning ascribed to such term in the Certificate of Designation.

“Triggering Event”

shall have the meaning ascribed to such term in the Certificate of Designation.

Section 2. Exercise.

a) Exercise

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

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

by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”). Within

the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section

2(d)(i) herein) after the delivery to the Company of the Notice of Exercise, the Holder shall deliver the aggregate Exercise Price for

the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank.

No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of

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

this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised

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

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

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

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

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

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

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

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

b) Exercise

Price. The exercise price per share of Preferred Stock under this Warrant shall be $1,000.00, subject to adjustment hereunder

(the “Exercise Price”).

c) [RESERVED]

d) Mechanics

of Exercise.

i. Delivery

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

physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, to the

address specified by the Holder in the Notice of Exercise, for the number of Warrant Shares to which the Holder is entitled pursuant to

such exercise by the date that is the earlier of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise

and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise

(such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed

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

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

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

of the Notice of Exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant

remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period,

expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on

the date of delivery of the Notice of Exercise, but in no event earlier than one (1) Trading Day after each Exercise Date. Notwithstanding

anything herein to the contrary, upon exercise of this Warrant or within one (1) Trading Day following the exercise of this Warrant, if

the Holder delivers a Notice of Conversion converting all or any portion of the shares of Preferred Stock deliverable upon exercise of

this Warrant, the Company shall, in lieu of delivery of the applicable Warrant Shares pursuant to the terms hereunder, deliver the Conversion

Shares to the Holder in connection with such Notice of Conversion pursuant to the terms of the Certificate of Designation (“Conversion

Share Delivery”), except that the Company shall deliver such Conversion Shares by the Warrant Share Delivery Date rather than

the Share Delivery Date in a Conversion Share Delivery. To the extent that shares of Common Stock shall be issued by the Company pursuant

to the immediately preceding sentence, the Company shall cause such shares of Common Stock to be transmitted by the Transfer Agent to

the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through

its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and there

is an effective registration statement permitting the issuance of the Warrant Shares to, or resale of the Warrant Shares by, the Holder,

and otherwise by physical delivery of a certificate, registered in the Company’s share register in the Holder or its designee, to

the address specified by the Holder in the Notice of Conversion, for the number of shares of Common Stock to which the Holder is entitled

pursuant to such exercise by the Warrant Share Delivery Date. In the event that the Company fails to timely deliver the shares of Common

Stock issuable upon conversion of the Warrant Shares pursuant to the terms of the Certificate of Designation governing the Preferred Stock

(including the delivery of Conversion Shares by the Warrant Share Delivery Date in a Conversion Share Delivery), the provisions covering

such failure to timely deliver such shares of Common Stock in the Certificate of Designation shall govern the Company’s obligations

therefor, including, without limitation, Section 6(c) of the Certificate of Designation. The Beneficial Ownership Limitation shall apply

to the delivery of such Conversion Shares.

ii. Delivery

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

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

of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be

identical with this Warrant.

iii. Rescission

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

to Section 2(d)(i), or the Conversion Shares pursuant to a Conversion Share Delivery, by the Warrant Share Delivery Date, then the Holder

will have the right to rescind such exercise.

iv. Compensation

for Buy-In on Failure to Timely Deliver Warrant Shares and/or Conversion Shares Upon Exercise. In addition to any other rights available

to the Holder, if the Company fails to transmit to the Holder the Warrant Shares in accordance with the provisions of Section 2(d)(i)

above pursuant to an exercise, or to transmit to the Holder shares of Common Stock in connection with a Conversion Share Delivery, on

or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market

transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction

of a sale by the Holder of the Conversion Shares issuable upon conversion of the Warrant Shares which the Holder anticipated receiving

upon such exercise or sale by Holder of the applicable shares of Common Stock which Holder had anticipated receiving in a Conversion Share

Delivery (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s

total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained

by multiplying (1) the number of Conversion Shares issuable upon conversion of the applicable Warrant Shares (or the number of shares

of Common Stock issuable in a Conversion Share Delivery) that the Company was required to deliver to the Holder in connection with the

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

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

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

been issued upon conversion of the Warrant Shares (or the applicable shares of Common Stock in a Conversion Share Delivery) had the Company

timely complied with its exercise and delivery obligations hereunder. The Holder shall provide the Company written notice indicating the

amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing

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

limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver Warrant

Shares issuable pursuant to an exercise of the Warrant (or the applicable shares of Common Stock in a Conversion Share Delivery) as required

pursuant to the terms hereof.

v. Fractional

Shares or Scrip. There shall be no prohibition on the issuance of fractional Warrant Shares.

vi. Charges,

Taxes and Expenses. Issuance of Warrant Shares (or the issuance of Conversion Shares in a Conversion Share Delivery) shall be made

without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares

(or, if applicable, Conversion Shares), all of which taxes and expenses shall be paid by the Company, and such Warrant Shares (or, if

applicable, Conversion Shares) shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided,

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

surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require,

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

all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another

established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

vii. Closing

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

pursuant to the terms hereof.

Section 3. Certain Adjustments.

a) Stock

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

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

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

of this Warrant), (ii) subdivides outstanding shares of Preferred Stock into a larger number of shares, (iii) combines (including by way

of a reverse stock split, combination or otherwise) outstanding shares of Preferred Stock into a smaller number of shares or (iv) issues

by reclassification of shares of the Preferred Stock any shares of capital stock of the Company, then in each case the Exercise Price

shall be multiplied by a fraction of which the numerator shall be the number of shares of Preferred Stock (excluding treasury shares,

if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Preferred Stock outstanding

immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that

the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective

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

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

b) [RESERVED]

c) Subsequent

Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells

any Preferred Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of

any class of shares of Preferred Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the

terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the

number of shares of Preferred Stock acquirable upon complete exercise of this Warrant 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 Preferred Stock are to be determined for the grant, issue or sale of such Purchase Rights.

d) Pro

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

of its assets (or rights to acquire its assets) to holders of shares of Preferred 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) (a “Distribution”), at any time after

the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent

that the Holder would have participated therein if the Holder had held the number of shares of Preferred Stock acquirable upon complete

exercise of this Warrant 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 Preferred Stock are to be determined for the participation in such Distribution.

e) Fundamental

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

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

sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series

of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another

Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities,

cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly,

in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory

share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or

(v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other

business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another

Person or group of Persons whereby such other Person or group (other than Axiom Partners GmbH) acquires more than 50% of the outstanding

shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated

or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (each a

“Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to

receive, for each share of Common Stock that would have been issuable upon conversion of the Warrant Share that would have been issuable

upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder, 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 issuable upon conversion of the number of Warrant Shares for which this Warrant is exercisable immediately prior

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

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

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

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

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

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

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

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

provisions of this Section 3(e) pursuant to written agreements in form and substance reasonably satisfactory to the Holders of a majority

of the shares of Preferred Stock issuable upon exercise of the then outstanding Warrants and approved by the Holders of a majority of

the shares of Preferred Stock issuable upon exercise of the then outstanding Warrants (without unreasonable delay) prior to such Fundamental

Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity

evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding

number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable

and receivable upon conversion of the Warrant Shares issuable upon exercise of this Warrant prior to such Fundamental Transaction, and

with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative

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

of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately

prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder.

Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and

after the date of such Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring to the “Company”

shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations

of the Company under this Warrant and the other Transaction Documents with the same effect as if such Successor Entity had been named

as the Company herein.

f) Calculations.

All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes

of this Section 3, the number of shares of Preferred Stock or Common Stock, as the case may be, deemed to be issued and outstanding as

of a given date shall be the sum of the number of shares of Preferred Stock or Common Stock (excluding treasury shares, if any), as the

case may be, issued and outstanding.

g) Notice

to Holder.

i. Adjustment

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

deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment

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

ii. Notice

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

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

Common Stock, (C) the Company shall authorize the granting to all holders of the Preferred Stock or 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 Preferred Stock or 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 Preferred Stock or Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the

voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause

to be delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant

Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating

(x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a

record is not to be taken, the date as of which the holders of the Preferred Stock or Common Stock 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 Preferred Stock

or Common Stock shall be entitled to exchange their shares of the Preferred Stock or Common Stock for securities, cash or other property

deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver

such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified

in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding

the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report

on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the

effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Section 4. Transfer of

Warrant.

a) Transferability.

This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part,

upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this

Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any

transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute

and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations

specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so

assigned, and this Warrant shall promptly be cancelled. Upon the transfer of this Warrant or any part thereof to any transferee other

than to an Affiliate of the Holder, the Holder shall surrender this Warrant to the Company and the Company will provide a new Warrant

to the Holder and to the transferee evidencing the ownership of the Warrant following such transfer; in connection with a transfer of

this Warrant to an Affiliate of the Holder, the Holder shall not be required to physically surrender this Warrant to the Company. The

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

a new Warrant issued.

b) New

Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company,

together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or

its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination,

the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance

with such notice. All Warrants issued on transfers or exchanges shall be dated the initial exercise date of this Warrant and shall be

identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

c) Warrant

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

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

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

purposes, absent actual notice to the contrary.

Section 5. Miscellaneous.

a) No

Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as

a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3.

b) Loss,

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

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

of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include

the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make

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

c) Saturdays,

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

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

d) Authorized

Shares.

The Company covenants that, during the period the Warrant is

outstanding, the Company will reserve from its authorized and unissued Preferred Stock a sufficient number of shares to provide for the

issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance

of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares

upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure

that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation or of any requirements

of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon

the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant

and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free

from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer

occurring contemporaneously with such issue).

Except and to the extent as waived or consented

to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through

any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action,

avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in

the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder

as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the

par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value,

(ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable

Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions

or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations

under this Warrant.

Before taking any action which would result

in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain

all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having

jurisdiction thereof.

e) Jurisdiction.

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

with the provisions of the Purchase Agreement.

f) Restrictions.

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

upon resale imposed by state and federal securities laws.

g) Nonwaiver

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

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

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

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

expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder

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

h) Notices.

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

accordance with the notice provisions of the Purchase Agreement.

i) Limitation

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

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

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

Company.

j) Remedies.

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

performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss

incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any

action for specific performance that a remedy at law would be adequate.

k) Successors

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

benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder.

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

by the Holder or holder of Warrant Shares.

l) Amendment.

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

m) Severability.

Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law,

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

extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

n) Headings.

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

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

(Signature Page Follows)

IN WITNESS WHEREOF, the Company has caused this Warrant

to be executed by its officer thereunto duly authorized as of the date first above indicated.

Atlantic International Corp.

By:

/s/ Kevin J. Murphy

Name:

Kevin J. Murphy

Title:

Chief Financial Officer

NOTICE OF EXERCISE

To: Atlantic

International Corp.

(1) The

undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised

in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2) Payment

shall take the form of in lawful money of the United States.

(3) Please

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

______________________________________

[SIGNATURE OF HOLDER]

Name of Investing Entity:

______________________________________________________________________________________

Signature of Authorized Signatory of Investing Entity:

______________________________________________________________________________________

Name of Authorized Signatory:

______________________________________________________________________________________

Title of Authorized Signatory:

Date: _________________________________________________________________________________

EXHIBIT B

ASSIGNMENT FORM

(To assign the foregoing Warrant, execute this

form and supply required information. Do not use this form to exercise the Warrant.)

FOR VALUE RECEIVED, the foregoing Warrant and

all rights evidenced thereby are hereby assigned to

Name:

(Please Print)

Address:

(Please Print)

Phone Number:

Email Address:

Dated: _______________ __, ______

Holder’s Signature: _______________________________

Holder’s Address: ________________________________

EX-5.1 — OPINION OF DAVIDOFF HUTCHER AND CITRON LLP

EX-5.1

Filename: ea028334001ex5-1.htm · Sequence: 4

EXHIBIT 5.1

DAVIDOFF HUTCHER & CITRON LLP

605 Third Avenue

New York, New York 10158

(212) 557-7200

March 26, 2026

Atlantic International Corp.

270 Sylvan Avenue, Suite 2230

Englewood Cliffs, NJ 07632

Re: Prospectus pursuant to Rule 424(b)(3) (No. 333-291991)

Ladies and Gentlemen:

We have acted as counsel to Atlantic

International Corp., a Delaware corporation (the “Company”), in connection with the filing to be made by the Company of a

prospectus supplement (the “Prospectus Supplement”) with the Securities and Exchange Commission (the “Commission”)

under the Securities Act of 1933, as amended (the “Securities Act”). The Prospectus Supplement supplements the shelf registration

statement on Form S-3 (No. 333-291991), filed on December 5, 2025, and declared effective by the Commission on December 15, 2025, as amended

on December 10, 2025, and as supplemented on December 15, 2025 (the “Registration Statement”).

The Registration Statement, as

supplemented by this Prospectus Supplement, registers the resale by the selling stockholder identified in the Prospectus Supplement (the

“Selling Stockholder”) of shares (the “Stockholder Shares”) of the Company’s common stock, $0.00001 par

value (the “Common Stock”). The shares of Common Stock are issuable by the Company upon: (i) the conversion of the shares

of Series B 5% Convertible Preferred Stock (the “Preferred Stock”); and (ii) the exercise of the Preferred Stock Purchase

Warrants (the “Warrants”) issued by the Company to the Selling Stockholder pursuant to the terms of that certain Securities

Purchase Agreement (the “Purchase Agreement”), dated March 20, 2026.

In connection

with this opinion, we have assumed that the Registration Statement, and any amendments thereto will have become effective, and the Common

Stock will be sold in the manner described in the Registration Statement and the Prospectus relating thereto.

In connection

with the opinions expressed herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such

documents, corporate records, certificates of public officials and other instruments as we have deemed necessary for the purposes of rendering

this opinion. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us

as originals, the conformity with the originals of all documents submitted to us as copies, the authenticity of the originals of such

documents and the legal competence of all signatories to such documents. We have also reviewed such questions of law as we have deemed

necessary or appropriate.

As to matters

of fact relevant to the opinion expressed herein, and as to factual matters arising in connection with our examination of corporate documents,

records and other documents and writings, we relied upon certificates and other communications of corporate officers of the Company, without

further investigation as to the facts set forth therein.

Based upon the

foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that Common Stock to be

issued by the Company has been duly authorized for issuance and, when issued and paid for, upon the conversion of Preferred Stock and

the exercise of Warrants, will be validly issued, fully paid and non-assessable shares of Common Stock of the Company.

The foregoing

opinion is limited in all respect to the facts as they currently exist and the General Corporation Law of the State of Delaware (including

the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting these laws) and the federal laws

of the United States of America, and we do not express any opinions as to the laws of any other jurisdiction. We assume no obligations

to revise or supplement this opinion in the event of future changes in such laws or the interpretation thereof or such facts.

We hereby

consent to the statements with respect to us under the heading “Legal Matters” in the Prospectus and to the filing of this

opinion as an exhibit to the Registration Statement. In giving these consents, we do not thereby admit that we are within the category

of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission.

Very truly yours,

/s/ Davidoff Hutcher & Citron LLP

DAVIDOFF HUTCHER & CITRON LLP

EHL/em

cc: Atlantic International Corp.

EX-10.1 — SECURITIES PURCHASE AGREEMENT, DATED MARCH 20, 2026 BY AND BETWEEN ATLANTIC INTERNATIONAL CORP AND THE PURCHASER

EX-10.1

Filename: ea028334001ex10-1.htm · Sequence: 5

Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”)

is dated as of March 20, 2026, between Atlantic International Corp., a Delaware corporation (the “Company”), and the

purchaser identified on the signature page hereto (including its successors and assigns, the “Purchaser”).

WHEREAS, subject to the terms and conditions set

forth in this Agreement and pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities

Act”), the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, securities

of the Company as more fully described in this Agreement.

NOW, THEREFORE, IN CONSIDERATION of the mutual

covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged,

the Company and each Purchaser agree as follows:

ARTICLE I.

DEFINITIONS

1.1 Definitions.

In addition to the terms defined elsewhere in this Agreement: (a) capitalized terms that are not otherwise defined herein have the meanings

given to such terms in the Certificate of Designation (as defined herein), and (b) the following terms have the meanings set forth in

this Section 1.1:

“Acquiring Person”

shall have the meaning ascribed to such term in Section 4.7.

“Action” shall have

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

“Affiliate” means

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

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

“Board of Directors”

means the board of directors of the Company.

“Business Day” means

any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions

in the State of New York are authorized or required by law or other governmental action to close.

“Certificate of Designation”

means the Certificate of Designation to be filed prior to the Closing by the Company with the Secretary of State of Delaware, in the form

of Exhibit A attached hereto.

“Closing” means the

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

“Closing Date” means

the date of the Closing.

“Closing Shares” means

the number of shares of Preferred Stock equal to the Purchaser’s Subscription Amount divided by $1,000.00, issued to the Purchaser at

the Closing.

“Closing Statement”

means the Closing Statement in the form on Annex A attached hereto.

“Commission” means

the United States Securities and Exchange Commission.

Page 1 of 37

“Common Stock” means

the common stock of the Company, par value $0.00001 per share, and any other class of securities into which such securities may hereafter

be reclassified or changed.

“Common Stock Equivalents”

means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including,

without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable

or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Conversion Price”

shall have the meaning ascribed to such term in the Certificate of Designation.

“Conversion Shares”

means, collectively, the shares of Common Stock issuable upon conversion of the shares of Preferred Stock or the issuance of shares of

Common Stock in form of dividends on the Preferred Stock in accordance with the terms of the Certificate of Designation.

“Disclosure Schedules”

means the Disclosure Schedules of the Company delivered concurrently herewith.

“Disclosure Time”

means 9:30 a.m. (New York City time) on the fourth (4th) Business Day following the date of this Agreement.

“Evaluation Date”

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

“Exchange Act” means

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

Page 2 of 37

“Exempt Issuance”

means the issuance of (a) shares of Common Stock, restricted stock units or options to employees, consultants, officers or directors of

the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board

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

to the Company, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities

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

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

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

to extend the term of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority

of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined

in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith

during the prohibition period in Section 4.13(a) herein, and, provided that any such issuance shall only be to a Person (or to the equityholders

of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with

the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not

include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary

business is investing in securities.

“FCPA” means the Foreign

Corrupt Practices Act of 1977, as amended.

“GAAP” shall have

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

“Indebtedness” shall

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

“Intellectual Property Rights”

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

“Liens” means a lien,

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

“Material Adverse Effect”

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

“Material Permits”

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

“Maximum Rate” shall

have the meaning ascribed to such term in Section 5.17.

“Person” means an

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

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

“Preferred Stock”

means the Company’s Series B 5% Convertible Preferred Stock issued hereunder having the rights, preferences and privileges set forth

in the Certificate of Designation.

“Proceeding” means

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

as a deposition), whether commenced or threatened.

Page 3 of 37

“Prospectus” means

the final prospectus filed for the Registration Statement.

“Prospectus Supplement”

means the supplement to the Prospectus complying with Rule 424(b) of the Securities Act that is filed with the Commission and delivered

by the Company to each Purchaser at each Closing.

“Purchaser Party”

shall have the meaning ascribed to such term in Section 4.10.

“Registration Statement Availability

Failure” means, at any time while any Warrant remains outstanding, that (a) the Registration Statement (or any subsequent registration

statement registering the issuance or resale of the Warrant Shares and the Conversion Shares issuable upon conversion of the Warrant Shares)

is not effective, (b) the prospectus contained therein is not available for use for the issuance or resale, as applicable, of all of the

Warrant Shares and the Conversion Shares issuable upon conversion of the Warrant Shares, or (c) the Company has otherwise suspended or

failed to maintain the availability of such registration statement or prospectus for such purpose, in each case in a manner that results

in the Holder of a Warrant being unable to publicly resell all of such securities pursuant to an effective registration statement

“Registration Statement”

means the effective registration statement with the Commission File No. 333-291991 which registers the sale of the Preferred Stock, Warrants,

the Warrant Shares and the Conversion Shares to the Purchasers.

“Required Approvals”

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

“Required Minimum”

means, as of any date, the maximum aggregate number of shares of Common Stock then potentially issuable in the future pursuant to the

Transaction Documents, including any Conversion Shares issued or issuable upon conversion in full of all shares of Preferred Stock and

any Warrant Shares or Conversion Shares issued or issuable in respect of any Warrant, in each case ignoring any conversion or exercise

limits set forth in the Certificate of Designation and the Warrants, and assuming for this purpose that any Registration Statement Availability

Failure has occurred and that all additional shares of Common Stock then potentially issuable pursuant to the Transaction Documents as

a result thereof are included.

“Rule 144” means Rule

144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any

similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“Rule 424” means Rule

424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any

similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“SEC Reports” shall

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

Page 4 of 37

“Securities” means

the Preferred Stock, the Warrants, the Warrant Shares and the Conversion Shares.

“Securities Act” means

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

“Short Sales” means

all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be deemed to include locating

and/or borrowing shares of Common Stock).

“Stated Value” means

$1,070.00 per share of Preferred Stock.

“Subscription Amount”

means, as to each Purchaser, the aggregate amount to be paid for the Preferred Stock and Warrants purchased hereunder as specified below

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

States dollars and in immediately available funds.

“Subsequent Financing”

shall have the meaning ascribed to such term in Section 4.12(a).

“Subsequent Financing Notice”

shall have the meaning ascribed to such term in Section 4.12(b).

“Subsidiary” means

any subsidiary of the Company as set forth on Schedule 3.1(a) and shall, where applicable, also include any direct or indirect

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

“Trading Day” means

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

“Trading Market” means

any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE

American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, OTCQB or

OTCQX (or any successors to any of the foregoing).

“Transaction Documents”

means this Agreement, the Certificate of Designation, the Warrants, all exhibits and schedules thereto and hereto and any other documents

or agreements executed in connection with the transactions contemplated hereunder.

“Transfer

Agent” means VStock Transfer, LLC, the current transfer agent of the Company, with a mailing address of 18 Lafayette

Pl, Woodmere, NY 11598 and a facsimile number of 646-536-3179, and any successor transfer agent of the Company.

“Triggering Event”

shall have the meaning ascribed to such term in the Certificate of Designation.

Page 5 of 37

“Variable Rate Transaction”

shall have the meaning ascribed to such term in Section 4.13(b).

“VWAP” means, for

any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on

a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading

Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York

City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price

of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then

listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported in the “Pink Sheets” published

by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid

price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined

by an independent appraiser selected in good faith by the Purchasers of a majority in interest of the Securities then outstanding and

reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

“Warrants” means the

Preferred Stock purchase warrant issued to the Purchaser pursuant to this Agreement, in the form of Exhibit B attached hereto, which (i)

shall entitle the Purchaser to purchase a number of shares of Preferred Stock equal to the number of Closing Shares issued to the Purchaser

at the Closing, (ii) shall have an exercise price of $1,000.00 per share of Preferred Stock (subject to adjustment as set forth therein),

(iii) shall be immediately exercisable upon issuance, and (iv) shall expire on the eleven (11) month anniversary of the Closing Date.

“Warrant Shares” means

the shares of Preferred Stock issuable upon exercise of the Warrants.

ARTICLE II.

PURCHASE AND SALE

2.1 Closing.

(a) On

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

of this Agreement by the parties hereto, the Company agrees to sell, and the Purchaser agrees to purchase, the Closing Shares with an

aggregate Stated Value equal to the Purchaser’s Subscription Amount and Warrants as determined pursuant to Section 2.2(a). The Purchaser

shall deliver to the Company, via wire transfer or a certified check, immediately available funds equal to its Subscription Amount as

set forth on the signature page hereto executed by the Purchaser, and the Company shall deliver to the Purchaser its Closing Shares and

Warrants, as determined pursuant to Section 2.2(a), and the Company and the Purchaser shall deliver the other items set forth in Section

2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall

occur at such location as the parties shall mutually agree. The Company covenants that, if the Purchaser delivers a Notice of Conversion

(as defined in the Certificate of Designation) to convert any Closing Shares by 12:00 p.m. (New York City time) on the Closing Date, the

Company shall deliver Conversion Shares subject to such Notice(s) of Conversion to the Purchaser by 4:00 p.m. (New York City time) on

the Closing Date.

Page 6 of 37

2.2 Deliveries.

(a) On

or prior to the Closing Date (except as otherwise indicated), the Company shall deliver or cause to be delivered to the Purchaser the

following:

(i) this

Agreement duly executed by the Company;

(ii) a

legal opinion of the Company’s counsel, in form and substance reasonably satisfactory to the Purchaser;

(iii) a

certificate evidencing a number of Closing Shares equal to the Purchaser’s Subscription Amount divided by $1,000.00, registered

in the name of the Purchaser;

(iv) evidence

of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware that is reasonably satisfactory

to the Purchaser;

(v) the

Warrant, registered in the name of the Purchaser;

(vi) the

Company shall have provided the Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief

Executive Officer or Chief Financial Officer;

(vii) the

Company’s standby authorization letter to the Transfer Agent in the form of Exhibit E attached hereto; and

(viii) the

Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act).

(b) On

or prior to the Closing Date (except as otherwise indicated), the Purchaser shall deliver or cause to be delivered to the Company the

following:

(i) this

Agreement duly executed by the Purchaser; and

(ii) the

Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Company.

Page 7 of 37

2.3 Closing

Conditions.

(a) The

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

(i) the

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

in all respects) on the applicable Closing Date of the representations and warranties of the Purchasers contained herein (unless as of

a specific date therein in which case they shall be accurate as of such date);

(ii) all

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

been performed; and

(iii) the

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

(b) The

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

(i) the

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

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

as of a specific date therein in which case they shall be accurate as of such date);

(ii) all

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

performed;

(iii) the

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

(iv) there

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

(v) from

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

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

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

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

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

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

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

Page 8 of 37

ARTICLE III.

REPRESENTATIONS AND WARRANTIES

3.1 Representations

and Warranties of the Company. Except as set forth in the Disclosure Schedules, which Disclosure Schedules shall be deemed a part

hereof and shall qualify any representation or otherwise made herein to the extent of the disclosure contained in the corresponding section

of the Disclosure Schedules, the Company hereby makes the following representations and warranties to the Purchaser as of the date hereof

and as of each Closing:

(a) Subsidiaries.

All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly,

all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding

shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights

to subscribe for or purchase securities. If the Company has no subsidiaries, all other references to the Subsidiaries or any of them in

the Transaction Documents shall be disregarded.

(b) Organization

and Qualification. Except as set forth on Schedule 3.1(b), 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: (i) a material adverse effect on the legality, validity or enforceability of any Transaction

Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise)

of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in

any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material

Adverse Effect”) and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking

to revoke, limit or curtail such power and authority or qualification.

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

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

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

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

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

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

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

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

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

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

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

Page 9 of 37

(d) No

Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it

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

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

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

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

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

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

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

or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in

a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority

to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property

or asset of the Company or a Subsidiary is bound or affected, except, in the case of each of clauses (ii) and (iii), such as could not

have or reasonably be expected to result in a Material Adverse Effect.

(e) Filings,

Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to,

or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection

with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the filings required pursuant

to Section 4.6 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) the notice and/or application(s)

to each applicable Trading Market for the issuance and sale of the Securities and the listing or quotation of the Conversion Shares for

trading thereon in the time and manner required thereby and (iv) such filings as are required to be made under applicable state securities

laws (collectively, the “Required Approvals”).

(f) Issuance

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

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

The Warrant Shares and the Conversion Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued,

fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital

stock a number of shares of Common Stock for issuance of the Conversion Shares at least equal to the Required Minimum on the date hereof.

The Company has reserved from its duly authorized capital stock a number of shares of Preferred Stock for the issuance of all of the Warrant

Shares. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which

became effective on December 15, 2025 (the “Effective Date”), including the Prospectus, and such amendments and

supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities

Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of

the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the

Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus

with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the

date of this Agreement and at the Closing Date, the Registration Statement and any amendments thereto conformed and will conform in all

material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or

omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus

and any amendments or supplements thereto, at the time the Prospectus or any amendment or supplement thereto was issued and at the Closing

Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an

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

the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement

eligible to use Form S-3. The Company is eligible to use Form S-3 under the Securities Act and it meets the transaction requirements as

set forth in General Instruction I.B.1 of Form S-3.

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(g) Capitalization.

The capitalization of the Company is as set forth on Schedule 3.1(g). The Company has not issued any capital stock since its most

recently filed periodic report under the Exchange Act, other than pursuant to (i) the exercise of employee stock options under the Company’s

equity incentive plans, and the issuance of shares of Common Stock to employees pursuant to the Company’s equity incentive plans,

and (ii) the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report

under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate

in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities or as set

forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any

character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving

any Person any right to subscribe for or acquire any shares of Common Stock or the capital stock of any Subsidiary, or contracts, commitments,

understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock

or Common Stock Equivalents or capital stock of any Subsidiary. Except as set forth on Schedule 3.1(g), the issuance and sale of

the Securities will not obligate the Company or any Subsidiary to issue shares of Common Stock or other securities to any Person (other

than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or

reset price under any of such securities. There are no outstanding securities or instruments of the Company or any Subsidiary that contain

any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or

any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. Except as set forth on Schedule 3.1(g),

the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have

been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any

preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder,

the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting

agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge

of the Company, between or among any of the Company’s stockholders.

(h) SEC

Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be

filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two

years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing

materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus

Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension

of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates,

the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and

none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to

be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made,

not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting

requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements

have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the

periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and

except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects

the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations

and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

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(i) Material

Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within

the SEC Reports, except as set forth on Schedule 3.1(i): (i) there has been no event, occurrence or development that has had or

that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent

or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice

and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings

made with the Commission, (iii) the Company has not altered its method of accounting other than to adopt new or revised accounting standards,

(iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed

or made any agreements to purchase or redeem any shares of its capital stock, other than purchases and redemptions of shares of Common

Stock held by employees, officers or directors of the Company in connection with the satisfaction of the exercise price of compensatory

awards or the satisfaction of tax withholding obligations, and (v) the Company has not issued any equity securities to any officer, director

or Affiliate, except pursuant to existing Company equity incentive plans. The Company does not have pending before the Commission any

request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement, no event,

liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect

to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition, that

would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made

that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

(j) Litigation.

Except as set forth on Schedule 3.1(j), there is no action, suit, inquiry, notice of violation, proceeding or investigation pending

or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties

before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign)

(collectively, an “Action”) which (i) adversely affects or challenges the legality, validity or enforceability of any

of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected to

result in a Material Adverse Effect. Other than as set forth on Schedule 3.1(j), neither the Company nor any Subsidiary, nor any

director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or

state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending

or contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the Company.

The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company

or any Subsidiary under the Exchange Act or the Securities Act.

(k) Labor

Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company,

which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees

is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company

nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships

with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected

to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement

or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued

employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any

of the foregoing matters. The Company and its Subsidiaries are in compliance with all U.S. federal, state, local and foreign laws and

regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the

failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Page 12 of 37

(l) Compliance.

Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been waived

that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or

any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement

or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default

or violation has been waived), (ii) is in violation of any judgment, decree or order of any court, arbitrator or other governmental authority

or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation

all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality

and safety and employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material Adverse

Effect.

(m) Environmental

Laws. The Company and its Subsidiaries (i) are in compliance with all federal, state, local and foreign laws relating to

pollution or protection of human health or the environment (including ambient air, surface water, groundwater, land surface or

subsurface strata), including laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants,

contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the

environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or

handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands, or demand letters, injunctions, judgments,

licenses, notices or notice letters, orders, permits, plans or regulations, issued, entered, promulgated or approved thereunder

(“Environmental Laws”); (ii) have received all permits licenses or other approvals required of them under

applicable Environmental Laws to conduct their respective businesses; and (iii) are in compliance with all terms and conditions of

any such permit, license or approval where in each clause (i), (ii) and (iii), the failure to so comply could be reasonably expected

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

(n) Regulatory

Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal,

state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports, except

where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (“Material

Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification

of any Material Permit.

Page 13 of 37

(o) Title

to Assets. Except as set forth on Schedule 3.1(o), the Company and the Subsidiaries have good and marketable title in fee simple

to all real property owned by them and good and marketable title in all personal property owned by them that is material to the business

of the Company and the Subsidiaries, in each case free and clear of all Liens, except for (i) Liens as do not materially affect the value

of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries

and (ii) Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance

with GAAP and, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease

by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries

are in compliance.

(p) Intellectual

Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications,

service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights

as described in the SEC Reports as necessary or required for use in connection with their respective businesses and which the failure

to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither

the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired,

terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement,

other than such expiration, termination or abandonment as has been approved by the Board of Directors. Neither the Company nor any Subsidiary

has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or

otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not

have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property

Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company

and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual

properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse

Effect.

(q) Insurance.

The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such

amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited

to, directors and officers insurance coverage in such amount as is customary for companies in the same type of business as is conducted

by the Company. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance

coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business

without a significant increase in cost.

Page 14 of 37

(r) Transactions

With Affiliates and Employees. Except as set forth on Schedule 3.1(r), none of the officers or directors of the Company or

any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any

transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract,

agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to

or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director

or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial

interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other than for: (i) payment

of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other

employee benefits, including stock option or restricted stock agreements under any equity incentive plan of the Company.

(s) Sarbanes-Oxley;

Internal Accounting Controls. Except as set forth in the SEC Reports, the Company and the Subsidiaries are in compliance with any

and all applicable requirements of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any and all applicable

rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof and as of each Closing Date. The

Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions

are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to

permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted

only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared

with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the

Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company

and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company

in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified

in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure

controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the most recently filed periodic report

under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic

report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures

based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over

financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have materially affected, or

is reasonably likely to materially affect, the internal control over financial reporting of the Company and its Subsidiaries.

Page 15 of 37

(t) Certain

Fees. No brokerage or finder’s fees or commissions are or will be payable by the Company or any Subsidiary 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 Purchasers shall have no obligation with respect to any fees or with respect to any claims made by or

on behalf of other Persons for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated

by the Transaction Documents.

(u) Investment

Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities, will not be

or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Company

shall conduct its business in a manner so that it will not become an “investment company” subject to registration under the

Investment Company Act of 1940, as amended.

(v) Registration

Rights. Except as set forth on Schedule 3.1(v), no Person has any right to cause the Company or any Subsidiary to effect the

registration under the Securities Act of any securities of the Company or any Subsidiary.

(w) Listing

and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company

has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common

Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating such registration.

The Company has not, in the 12 months preceding the date hereof, received notice from any Trading Market on which the Common Stock is

or has been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance requirements of such

Trading Market. The Company is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance

with all such listing and maintenance requirements. The Common Stock is currently eligible for electronic transfer through the Depository

Trust Company or another established clearing corporation and the Company is current in payment of the fees to the Depository Trust Company

(or such other established clearing corporation) in connection with such electronic transfer.

(x) Application

of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable

any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar

anti-takeover provision under the Company’s certificate or articles of incorporation (or similar charter documents) or the laws

of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling

their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s

issuance of the Securities and the Purchasers’ ownership of the Securities.

Page 16 of 37

(y) Disclosure.

Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms

that neither the Company nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with

any information that it believes constitutes or might constitute material, non-public information which is not otherwise disclosed in

the Prospectus Supplement. The Company understands and confirms that the Purchasers will rely on the foregoing representation in effecting

transactions in securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding

the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, including the Disclosure Schedules

to this Agreement, is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact

necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole do 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 the light of the circumstances under which they were made and when made, not misleading. The Company acknowledges

and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions contemplated hereby

other than those specifically set forth in Section 3.2 hereof.

(z) No

Integrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, neither

the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales

of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to be

integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market on

which any of the securities of the Company are listed or designated.

(aa) Solvency. Based on the

consolidated financial condition of the Company as of each Closing Date, after giving effect to the receipt by the Company of the proceeds

from the sale of the Securities hereunder: (i) the fair saleable value of the Company’s assets exceeds the amount that will be required

to be paid on or in respect of the Company’s existing debts and other liabilities (including known contingent liabilities) as they

mature, (ii) the Company’s assets do not constitute unreasonably small capital to carry on its business as now conducted and as

proposed to be conducted including its capital needs taking into account the particular capital requirements of the business conducted

by the Company, consolidated and projected capital requirements and capital availability thereof, and (iii) the current cash flow of the

Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after taking into account all anticipated

uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when such amounts are required to be paid.

The Company does not intend to incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts

of cash to be payable on or in respect of its debt. The Company has no knowledge of any facts or circumstances which lead it to believe

that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from

each Closing Date. Schedule 3.1(aa) sets forth as of the date hereof all outstanding secured and unsecured Indebtedness of the

Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. For the purposes of this Agreement, “Indebtedness”

means (x) any liabilities for borrowed money or amounts owed in excess of $50,000 (other than trade accounts payable incurred in the ordinary

course of business), (y) all guaranties, endorsements and other contingent obligations in respect of indebtedness of others, whether or

not the same are or should be reflected in the Company’s consolidated balance sheet (or the notes thereto), except guaranties by

endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (z) the

present value of any lease payments in excess of $50,000 due under leases required to be capitalized in accordance with GAAP. Neither

the Company nor any Subsidiary is in default with respect to any Indebtedness.

Page 17 of 37

(bb) Tax Status. Except

for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, the

Company and its Subsidiaries each (i) has made or filed all United States federal, state and local income and all foreign income and franchise

tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all taxes and other governmental

assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations and (iii)

has set aside on its books provision reasonably adequate for the payment of all material taxes for periods subsequent to the periods to

which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority

of any jurisdiction, and the officers of the Company or of any Subsidiary know of no basis for any such claim.

(cc) Foreign Corrupt

Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any agent or other

person acting on behalf of the Company or any Subsidiary, has: (i) directly or indirectly, used any funds for unlawful

contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any

unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or

campaigns from corporate funds, (iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made by

any person acting on its behalf of which the Company is aware) which is in violation of law or (iv) violated in any material respect

any provision of FCPA.

(dd) Accountants. The

Company’s accounting firm is set forth on Schedule 3.1(dd) of the Disclosure Schedules. To the knowledge and belief of

the Company, such accounting firm: (i) is a registered public accounting firm as required by the Exchange Act and (ii) shall express

its opinion with respect to the financial statements to be included in the Company’s Annual Report on Form 10-K for the fiscal

year ending June 30, 2019.

(ee) Acknowledgment Regarding

Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each of the Purchasers is acting solely in

the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated thereby.

The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similar

capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by any Purchaser

or any of their respective representatives or agents in connection with the Transaction Documents and the transactions contemplated

thereby is merely incidental to the Purchasers’ purchase of the Securities. The Company further represents to the Purchaser

that the Company’s decision to enter into this Agreement and the other Transaction Documents has been based solely on the

independent evaluation of the transactions contemplated hereby by the Company and its representatives.

Page 18 of 37

(ff) Acknowledgment Regarding

Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for

Sections 3.2(e) and 4.15 hereof), it is understood and acknowledged by the Company that: (i) the Purchaser has not been asked by the

Company to agree, nor has the Purchaser agreed, to hold the Securities for any specified term, (ii) past or future open market or

other transactions by the Purchaser, before or after the closing of this or future private placement transactions, may negatively

impact the market price of the Company’s publicly-traded securities, and (iii) the Purchaser shall not be deemed to have any

affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company

acknowledges that the foregoing does not constitute a waiver or limitation of the Purchaser’s obligations under the no-short

provisions of the Transaction Documents.

(gg) Regulation M

Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly,

any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to

facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation for soliciting

purchases of, any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to

purchase any other securities of the Company.

(hh) Stock Option Plans.

Each stock option granted by the Company under the Company’s equity incentive plans was granted (i) in accordance with the

terms of the Company’s equity incentive plans and (ii) with an exercise price at least equal to the fair market value of the

Common Stock on the date such stock option would be considered granted under GAAP and applicable law. No stock option granted under

the Company’s equity incentive plans has been backdated. The Company has not knowingly granted, and there is no and has been

no Company policy or practice to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock

options with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their

financial results or prospects.

(ii) Office

of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company’s knowledge, any director, officer, agent, employee

or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign Assets

Control of the U.S. Treasury Department (“OFAC”).

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(jj) U.S. Real Property Holding

Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the

Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

(kk) Bank Holding Company

Act. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company Act of 1956, as

amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the

“Federal Reserve”). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly or

indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent or more of

the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company

nor any of its Subsidiaries or Affiliates exercises a controlling influence over the management or policies of a bank or any entity

that is subject to the BHCA and to regulation by the Federal Reserve.

(ll) Money Laundering. The

operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable financial record-keeping

and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable money laundering statutes

and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”), and no Action or Proceeding

by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any Subsidiary with respect

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

3.2 Representations

and Warranties of the Purchaser. The Purchaser hereby represents and warrants as of the date hereof and as of the Closing Date to

the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):

(a) Organization;

Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing

under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company

or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise

to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by such

Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate, partnership,

limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a

party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute

the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited

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

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

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

law.

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(b) Understandings

or Arrangements. Such Purchaser is acquiring the Securities as principal for its own account and has no direct or indirect arrangement

or understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty

not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with

applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business.

Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and it expects to be on each

date on which it exercises any Warrants or converts any shares of Preferred Stock, an “accredited investor” as defined in

Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act.

(d) Experience

of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience

in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities,

and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment in the

Securities and, at the present time, is able to afford a complete loss of such investment.

(e) Certain

Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, the Purchaser has not directly

or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with the Purchaser, executed any purchases or sales,

including Short Sales, of the securities of the Company during the period commencing as of the time that the Purchaser first received

a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material terms of the transactions

contemplated hereunder and ending immediately prior to the execution hereof. Other than to other Persons party to this Agreement or to

the Purchaser’s representatives, including, without limitation, its officers, directors, partners, legal and other advisors, employees,

agents and Affiliates that were required to be informed in connection with the Purchaser’s review of the Transaction Documents,

the Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence

and terms of this transaction). Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a

representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar

transactions in the future to the extent not prohibited by the Transaction Documents.

Page 21 of 37

The Company acknowledges and agrees that the representations contained

in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and

warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other

document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated

hereby.

ARTICLE IV.

OTHER AGREEMENTS OF THE PARTIES

4.1 Underlying

Shares. The shares of Preferred Stock and the shares of Common Stock issuable upon conversion of the shares of Preferred Stock shall

be issued free of legends. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement

to cover the issuance or resale of the Warrant Shares, the Warrant Shares issued pursuant to any such exercise shall be issued free of

all legends. If at any time following the date hereof there is a Registration Statement Availability Failure, the Company shall immediately

notify the holder of the Warrant in writing of such Registration Statement Availability Failure and thereafter shall promptly notify such

holder when such Registration Statement Availability Failure no longer exists (it being understood and agreed that the foregoing shall

not limit the ability of the Company to issue, or the Purchaser to sell, any of the Warrant Shares or Conversion Shares issuable upon

conversion of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts

to keep the Registration Statement (or any subsequent registration statement) registering the issuance or resale of the Warrant Shares

and the Conversion Shares issuable upon conversion of the Warrant Shares) effective and the related prospectus available for use during

the term of the Warrant.

4.2 Acknowledgment

of Dilution. The Company acknowledges that the issuance of the Securities may result in dilution of the outstanding shares of Common

Stock, which dilution may be substantial under certain market conditions. The Company further acknowledges that its obligations under

the Transaction Documents, including, without limitation, its obligation to issue the Conversion Shares and Warrant Shares pursuant to

the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless

of the effect of any such dilution or any claim the Company may have against any Purchaser and regardless of the dilutive effect that

such issuance may have on the ownership of the other stockholders of the Company.

4.3 Furnishing

of Information; Public Information. Until the earliest of the time that (i) the Purchaser owns no Securities or (ii) the Warrant has

expired, the Company covenants to maintain the registration of the Common Stock under Section 12(b) or 12(g) of the Exchange Act and to

timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by

the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of

the Exchange Act.

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4.4 Integration.

The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section

2 of the Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of

any Trading Market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval

is obtained before the closing of such subsequent transaction.

4.5 Conversion

and Exercise Procedures. Each of the form of Notice of Exercise included in the Warrants and the form of Notice of Conversion included

in the Certificate of Designation set forth the totality of the procedures required of the Purchasers in order to exercise the Warrants

or convert the Preferred Stock. Without limiting the preceding sentences, no ink-original Notice of Exercise or Notice of Conversion shall

be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise or Notice of Conversion

form be required in order to exercise the Warrants or convert the Preferred Stock. No additional legal opinion, other information or instructions

shall be required of the Purchasers to exercise their Warrants or convert their Preferred Stock. The Company shall honor exercises of

the Warrants and conversions of the Preferred Stock and shall deliver Conversion Shares and Warrant Shares, respectively, in accordance

with the terms, conditions and time periods set forth in the Transaction Documents.

4.6 Securities

Laws Disclosure; Publicity. The Company shall, by the Disclosure Time, file a Current Report on Form 8-K, disclosing the material

terms of the transactions contemplated hereby and including the Transaction Documents as exhibits thereto (“Signing Form 8-K”),

with the Commission. From and after the filing of the Signing Form 8-K, the Company represents to the Purchaser that the Company shall

have publicly disclosed all material, non-public information delivered to the Purchaser by the Company or any of its Subsidiaries, or

any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents.

In addition, effective upon the filing of the Signing Form 8-K, the Company acknowledges and agrees that any and all confidentiality or

similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective

officers, directors, agents, employees or Affiliates on the one hand, and the Purchaser or any of its Affiliates on the other hand, shall

terminate. The Company and the Purchaser shall consult with each other in issuing any press release with respect to the transactions contemplated

hereby, and neither the Company nor the Purchaser shall issue any such press release nor otherwise make any such public statement without

the prior consent of the Company, with respect to any press release of the Purchaser, or without the prior consent of the Purchaser, with

respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is

required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement

or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of the Purchaser, or include the name

of the Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of the

Purchaser, except: (a) as required by federal securities law in connection with the filing of final Transaction Documents with the Commission

and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchaser

with prior notice of such disclosure permitted under this clause (b).

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4.7 Shareholder

Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that the Purchaser

is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distribution

under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that the Purchaser

could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents

or under any other agreement between the Company and the Purchaser.

4.8 Non-Public

Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents,

which shall be disclosed pursuant to Section 4.6, the Company covenants and agrees that neither it, nor any other Person acting on its

behalf will provide the Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes,

material non-public information, unless prior thereto the Purchaser shall have consented to the receipt of such information and agreed

with the Company to keep such information confidential. The Company understands and confirms that the Purchaser shall be relying on the

foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public

information to the Purchaser without the Purchaser’s consent, the Company hereby covenants and agrees that the Purchaser shall not

have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees

or Affiliates, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or

Affiliates not to trade on the basis of, such material, non-public information, provided that the Purchaser shall remain subject to applicable

law. To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information

regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current

Report on Form 8-K. The Company understands and confirms that the Purchaser shall be relying on the foregoing covenant in effecting transactions

in securities of the Company.

4.9 Use

of Proceeds. Except as set forth on Schedule 4.9 attached hereto, the Company shall use the net proceeds from the sale of the

Securities hereunder for working capital purposes, including, but not limited to, research and development activities, and shall not use

such proceeds: (a) for the redemption of any Common Stock or Common Stock Equivalents (other than purchases and redemptions of shares

of Common Stock held by employees, officers or directors of the Company in connection with the satisfaction of the exercise price of compensatory

awards or the satisfaction of tax withholding obligations) or (b) in violation of FCPA or OFAC regulations.

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4.10 Indemnification

of Purchaser. Subject to the provisions of this Section 4.10, the Company will indemnify and hold the Purchaser and its directors,

officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person

holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Purchaser (within the meaning

of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners

or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such

title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all actions,

suits, proceedings (including any investigations, litigation or inquiries), demands or causes of action and, in connection therewith,

and promptly upon demand, pay or reimburse each of them for all losses, liabilities, obligations, claims, contingencies, damages, costs

and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation

that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties,

covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action, suit, proceeding

(including any investigation, litigation or inquiry), demand or cause of action instituted against the Purchaser Party in any capacity,

or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser Party, with

respect to any of the transactions contemplated by the Transaction Documents (unless such action is solely based upon a material breach

of such Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings

such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws

or any conduct by such Purchaser Party which is finally judicially determined to constitute fraud, gross negligence or willful misconduct),

provided that no Purchaser Party shall be entitled to recover special or punitive damages under this Section 4.10. If any action shall

be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall

promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing

reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and

participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to

the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after

a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of

counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which

case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will

not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s

prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss,

claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants

or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this

Section 4.10 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills

are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of

any Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

Page 25 of 37

4.11 Reservation

and Listing of Securities.

(a) The

Company shall maintain a reserve from its duly authorized shares of Common Stock and its duly authorized shares of Preferred Stock for

issuance pursuant to the Transaction Documents in such amounts as may then be required to fulfill its obligations in full under the Transaction

Documents. Upon request by the Purchaser, the Company shall deliver, or cause the Transfer Agent to deliver, to the Purchaser a statement

of number of shares of Common Stock and shares of Preferred Stock that are currently reserved for issuance pursuant to the Transaction

Documents. On the Closing Date, the Company shall authorize the Transfer Agent that, at any time while any Preferred Stock or Warrant

remains outstanding, upon delivery by the Purchaser to the Transfer Agent of a notice to increase the number of shares of Common Stock

and/or Preferred Stock that are reserved for issuance pursuant to the Transaction Documents, the Transfer Agent shall promptly increase

the reserved amount of shares of Common Stock and/or Preferred Stock and provide confirmation in writing thereof to the Purchaser.

(b) If,

on any date, the number of authorized but unissued (and otherwise unreserved) shares of Common Stock is less than the Required Minimum

on such date, the Company shall use commercially reasonable best efforts to hold a special meeting of shareholders (which may also be

at the annual meeting of shareholders) or take action by written consent of shareholders at the earliest practicable date to obtain shareholder

approval to amend the Company’s articles of incorporation to increase the number of authorized but unissued shares of Common Stock

to at least the Required Minimum. The Company shall use its commercially best efforts to obtain such shareholder approval to increase

the number of authorized but unissued shares of Common Stock to at least the Required Minimum at the earliest possible date, but in no

event later than 75 days following the date on which the number of authorized but unissued (and otherwise unreserved) shares of Common

Stock is less than the Required Minimum. If, at any time, the Company fails to or is unable to deliver shares of Common Stock upon conversion

of the Preferred Stock (including upon conversion of the shares of Preferred Stock issuable upon exercise of the Warrant) on account of

the unavailability of authorized but unissued (and otherwise unreserved) shares of Common Stock (an “Authorized Share Failure”),

the Company shall pay to the Purchaser, in cash, as partial liquidated damages and not as a penalty, by reason of the reduction of the

Purchaser’s ability to convert the Preferred Stock, an amount in cash equal to 2% of the Purchaser’s Subscription Amount on

the date of the Authorized Share Failure and on each thirtieth (30th) day (pro-rated for periods totaling less than thirty

days) thereafter until the Authorized Share Failure is cured by the availability of a number of shares of Common Stock that are authorized

and unreserved that equals to at least 150% of the Required Minimum and evidence thereof is provided to the Purchaser and is reasonably

satisfactory to the Purchaser. Such liquidated damages shall be paid on the earlier of (i) the last day of the calendar month during which

such liquidated damages are incurred and (ii) the third (3rd) Business Day after the Authorized Share Failure is cured. In

the event that the Company fails to make the payment of liquidated damages in a timely manner, such accrued liquidated damages shall bear

interest at the rate of 1.5% per month (pro-rated for partial months) until paid in full. Nothing herein shall limit the Purchaser’s

right to pursue actual damages for Authorized Share Failure and the Purchaser shall have the right to pursue all remedies available to

it at law or in equity.

Page 26 of 37

the extent applicable, the Company shall (i) in the time and manner required by the principal Trading Market, prepare and file with such

Trading Market an additional shares listing application covering a number of shares of Common Stock at least equal to the Required Minimum

on the date of such application, (ii) take all steps necessary to cause such shares of Common Stock to be approved for listing or quotation

on such Trading Market as soon as possible thereafter, (iii) provide to the Purchaser evidence of such listing or quotation and (iv) maintain

the listing or quotation of such Common Stock on any date at least equal to the Required Minimum on such date on such Trading Market or

another Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository

Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository

Trust Company or such other established clearing corporation in connection with such electronic transfer.

(d) Upon

request by the Purchaser, the Company shall file a Current Report on Form 8-K with the Commission that discloses the number of issued

and outstanding shares of Common Stock as of the date thereof (the “Outstanding Shares Form 8-K”). The Company shall

file the Outstanding Shares Form 8-K within three (3) Trading Days of the date of delivery of the request by the Purchaser (the “Outstanding

Shares Form 8-K Request”). The Purchaser may deliver an Outstanding Shares Form 8-K Request at any time while the Purchaser

holds any Preferred Stock or Warrant.

4.12 Participation

in Future Financing.

(a) From

the date hereof until the date that is the twenty-four (24) month anniversary of the Closing Date, upon any issuance by the Company or

any of its Subsidiaries of Common Stock, Common Stock Equivalents for cash consideration, Indebtedness or a combination of units thereof

(a “Subsequent Financing”), the Purchaser shall have the right to participate in up to 25% of the aggregate amount

of such Subsequent Financing on the same terms, conditions and price provided for in the Subsequent Financing.

(b) The

Company shall deliver to the Purchaser written notice of its intention to effect a Subsequent Financing (a “Subsequent Financing

Notice”). The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the

amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed

to be effected and shall include a term sheet and transaction documents relating thereto as an attachment.

Purchaser may elect to participate in such Subsequent Financing by delivering written notice to the Company within two (2) Trading Days

after receipt of the Subsequent Financing Notice, specifying the amount of the Purchaser’s participation.

(d) If

the definitive agreement related to the initial Subsequent Financing Notice is not entered into within two (2) Trading Days after the

date of delivery of the initial Subsequent Financing Notice or is entered into on terms more favorable, in the aggregate, to the investors

in such Subsequent Financing than those set forth in the initial Subsequent Financing Notice, the Company must provide the Purchaser with

a new Subsequent Financing Notice, and the Purchaser will again have the participation right set forth above in this Section 4.12.

Page 27 of 37

(e) The

Company and the Purchaser agree that, if the Purchaser elects to participate in the Subsequent Financing, the transaction documents related

to the Subsequent Financing shall not include any term or provision that, directly or indirectly, will, or is intended to, exclude the

Purchaser from participating in such Subsequent Financing, including, but not limited to, provisions whereby the Purchaser shall be required

to agree to any restrictions on trading as to any of the Securities purchased hereunder or be required to consent to any amendment to

or termination of, or grant any waiver, release or the like under or in connection with, this Agreement, without the prior written consent

of the Purchaser. In addition, the Company and the Purchaser agree that, in connection with a Subsequent Financing, the transaction documents

related to the Subsequent Financing shall include a requirement for the Company to issue a widely disseminated press release by 9:30 am

(New York City time) on the Trading Day of execution of the transaction documents in such Subsequent Financing (or, if the date of execution

is not a Trading Day, on the immediately following Trading Day) that discloses the material terms of the transactions contemplated by

the transaction documents in such Subsequent Financing.

(f) Notwithstanding

anything to the contrary in this Section 4.12 and unless otherwise agreed to by the Purchaser, the Company shall either confirm in writing

to the Purchaser that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention

to issue the securities in the Subsequent Financing, in either case in such a manner such that the Purchaser will not be in possession

of any material, non-public information, by 9:30 am (New York City time) on the second (2nd) Trading Day following date of delivery of

the Subsequent Financing Notice. If by 9:30 am (New York City time) on such second (2nd) Trading Day, no public disclosure regarding a

transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been

received by the Purchaser, such transaction shall be deemed to have been abandoned and the Purchaser shall not be deemed to be in possession

of any material, non-public information with respect to the Company or any of its Subsidiaries.

(g) Notwithstanding

the foregoing, this Section 4.12 shall not apply in respect of an Exempt Issuance.

4.13 Subsequent

Equity Sales.

(a) From

the date hereof until ninety (90) days after the Closing Date, neither the Company nor any Subsidiary shall issue, enter into any agreement

to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents.

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(b) From

the date hereof until such time as the Purchaser holds any of the Warrants, the Company shall be prohibited from effecting or entering

into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (or a combination

of units thereof) involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction in which the

Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right

to receive, additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that is

based upon, and/or varies with, the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance

of such debt or equity securities or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date

after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly

related to the business of the Company or the market for the Common Stock or (ii) enters into, or effects a transaction under, any agreement,

including, but not limited to, an equity line of credit or an at-the-market facility, whereby the Company may issue securities at a future

determined price. The Purchaser shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which

remedy shall be in addition to any right to collect damages.

the Company enters into a Variable Rate Transaction in violation of the prohibition set forth in Section 4.13(b) herein, the Company shall

pay to the Purchaser, in cash, as liquidated damages and not as a penalty, an amount equal to 25% of the sum of (a) the aggregate Stated

Value of the shares of Preferred Stock then held by the Purchaser plus (b) the aggregate Stated Value of the shares of Preferred Stock

issuable upon exercise of the Warrant then held by the Purchaser. The Company shall pay to the Purchaser such amount of liquidated damages

in cash by wire transfer within three (3) Trading Days of the date of such Variable Rate Transaction. Nothing herein shall limit the Purchaser’s

right to pursue actual damages, or declare a Triggering Event pursuant to the terms of the Certificate of Designation, for the Company’s

violation of the prohibition in Section 4.13(b) and the Purchaser shall have the right to pursue all remedies available to it hereunder,

at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.

(d) Notwithstanding

the foregoing, this Section 4.13 shall not apply in respect of an Exempt Issuance, except that no Variable Rate Transaction shall be an

Exempt Issuance.

4.14 No

Short Sales; Confidentiality. The Purchaser covenants that neither it, nor any Affiliate acting on its behalf or pursuant to any understanding

with it, will directly or indirectly establish or maintain a net short position in the Common Stock during the period commencing on the

date hereof and ending on the date no Preferred Stock or Warrants are held by the Purchaser. The Purchaser further covenants that until

such time as the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the Signing Form 8-K as

described in Section 4.6, the Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information

included in the Transaction Documents and the Disclosure Schedules, subject to customary disclosure to its representatives, including,

without limitation, its officers, directors, partners, legal and other advisors, employees, agents and Affiliates that are required to

be informed in connection with the transactions contemplated hereby.

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4.15 Amended Registration

Statement. If, at the time of Company’s filing of its Annual Report on Form 10-K or at any time while any Warrants remain

outstanding, the Company shall cease to be eligible to use Form S-3 for the Registration Statement or a subsequent registration

statement on Form S-3 for the registration of the Conversion Shares, the Warrant Shares, and the Conversion Shares issuable upon

conversion of the Warrant Shares (“Form S-3 Unavailability”), the Company shall file an amendment to the

Registration Statement or such subsequent registration statement with the Commission to amend the form of the Registration Statement

or such subsequent registration statement to Form S-1 or such other form as is available to register the Conversion Shares, the

Warrant Shares, and the Conversion Shares issuable upon conversion of the Warrant Shares for registration in a primary offering on a

continuous basis pursuant to Rule 415 (the “Amended Registration Statement” ). The Company covenants that the

Company shall file the Amended Registration Statement within two (2) Trading Days of (i) the date of filing of Company’s

Annual Report on Form 10-K, if such filing of its Annual Report on Form 10-K results in Form S-3 Unavailability, or (ii) date of

Form S-3 Unavailability, if such unavailability occurs for any other reason (such filing of the Amended Registration Statement, the

“Amendment Filing”) and the Company shall use commercially reasonable best efforts to cause the Amended

Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in no

event later than ten (10) Trading Days following the date of the Amendment Filing (the effectiveness of the Amended Registration

Statement, the “Amended Registration Statement Effectiveness”).

ARTICLE V.

MISCELLANEOUS

5.1 Termination.

This Agreement may be terminated by the Purchaser, without any effect whatsoever on the obligations between the Company and the Purchaser

under Sections intended to survive termination, by written notice to the other party, if the Closing has not been consummated on or before

the fifth (5th) Trading Day following the date hereto; provided, however, that such termination will not affect

the right of any party to sue for any breach by the other party.

5.2 Fees

and Expenses. The Company shall reimburse the Purchaser the non-accountable sum of $35,000 for its legal fees and expenses, all of

which has been paid prior to the Closing. The Company shall deliver to the Purchaser, prior to the Closing, a completed and executed copy

of the Closing Statement, attached hereto as Annex A. Upon the occurrence of a Triggering Event, the Company shall reimburse the

Purchaser for any legal fees and expenses incurred by the Purchaser in connection with remedies related to such Triggering Event. Except

as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and expenses of its advisers, counsel,

accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution,

delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees (including, without limitation, any fees required

for same-day processing of any instruction letter delivered by the Company and any conversion or exercise notice delivered by the Purchaser),

stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchaser and shall reimburse the

Purchaser for any fees charged to the Purchaser by the Transfer Agent or the Purchaser’s prime broker in connection with holding

the shares of Preferred Stock.

Page 30 of 37

5.3 Entire

Agreement. The Transaction Documents, together with the exhibits and schedules thereto, the Prospectus and the Prospectus Supplement,

contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements

and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents,

exhibits and schedules.

5.4 Notices.

Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall

be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via facsimile

at the facsimile number or email attachment at the email address as set forth on the signature pages attached hereto at or prior to 6:00

p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is

delivered via facsimile at the facsimile number or email attachment at the email address as set forth on the signature pages attached

hereto on a day that is not a Trading Day or later than 6:00 p.m. (New York City time) on any Trading Day, (c) the second (2nd)

Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt

by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the

signature pages attached hereto. To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains,

material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice with the

Commission pursuant to a Current Report on Form 8-K.

5.5 Amendments;

Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in

the case of an amendment, by the Company and the Purchaser or, in the case of a waiver, by the party against whom enforcement of any such

waived provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be

deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or

requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of

any such right. Any amendment effected in accordance with this Section 5.5 shall be binding upon the Purchaser and holder of Securities

and the Company.

5.6 Headings.

The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any

of the provisions hereof.

5.7 Successors

and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns.

The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Purchaser (other

than by merger). The Purchaser may not assign any or all of its rights under this Agreement to any Person, other than to an Affiliate

of the Purchaser, without the prior written consent of the Company (such consent not to be unreasonably withheld) and provided that such

transferee agrees in writing to be bound, with respect to the transferred Securities, by the provisions of the Transaction Documents that

apply to the “Purchaser.”

5.8 No

Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted

assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise set forth in

Section 4.10.

Page 31 of 37

5.9 Governing

Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed

by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflicts

of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense of the transactions

contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates,

directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts

sitting in the State of Delaware. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts

sitting in the State of Delaware for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated

hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives,

and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court,

that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal

service of process and consents to process being served in any such Action or Proceeding by mailing a copy thereof via registered or certified

mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and

agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be

deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action or Proceeding

to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section 4.10, the prevailing

party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other

costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.

5.10 Survival.

The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.

5.11 Execution.

This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement

and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that

the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery

of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose

behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original

thereof.

5.12 Severability.

If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,

void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force

and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts

to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision,

covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining

terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

5.13 Rescission

and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of

the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and

the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may rescind or withdraw,

in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part

without prejudice to its future actions and rights; provided, however, that, in the case of a rescission of a conversion

of the Preferred Stock or exercise of a Warrant, the applicable Purchaser shall be required to return any shares of Common Stock subject

to any such rescinded conversion or exercise notice concurrently with the return to such Purchaser of the aggregate exercise price paid

to the Company for such shares and the restoration of such Purchaser’s right to acquire such shares pursuant to such Purchaser’s

Warrant (including, issuance of a replacement warrant certificate evidencing such restored right).

Page 32 of 37

5.14 Replacement

of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company shall

issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of

and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of

such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable

third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.

5.15 Remedies.

In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Purchasers

and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may

not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and hereby

agree to waive and not to assert in any Action for specific performance of any such obligation the defense that a remedy at law would

be adequate.

5.16 Payment

Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document or a Purchaser

enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part

thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required

to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including, without

limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such restoration

the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such

payment had not been made or such enforcement or setoff had not occurred.

5.17 Usury.

To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever claim, and will

resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at any time hereafter

in force, in connection with any Action or Proceeding that may be brought by any Purchaser in order to enforce any right or remedy under

any Transaction Document. Notwithstanding any provision to the contrary contained in any Transaction Document, it is expressly agreed

and provided that the total liability of the Company under the Transaction Documents for payments in the nature of interest shall not

exceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”), and, without limiting the foregoing,

in no event shall any rate of interest or default interest, or both of them, when aggregated with any other sums in the nature of interest

that the Company may be obligated to pay under the Transaction Documents exceed such Maximum Rate. It is agreed that if the maximum contract

rate of interest allowed by law and applicable to the Transaction Documents is increased or decreased by statute or any official governmental

action subsequent to the date hereof, the new maximum contract rate of interest allowed by law will be the Maximum Rate applicable to

the Transaction Documents from each Closing Date thereof forward, unless such application is precluded by applicable law. If under any

circumstances whatsoever, interest in excess of the Maximum Rate is paid by the Company to any Purchaser with respect to indebtedness

evidenced by the Transaction Documents, such excess shall be applied by such Purchaser to the unpaid principal balance of any such indebtedness

or be refunded to the Company, the manner of handling such excess to be at such Purchaser’s election.

Page 33 of 37

5.18 Independent

Nature of Purchaser’s Obligations and Rights. Nothing contained herein or in any other Transaction Document, and no action taken

by the Purchaser pursuant hereto or thereto, shall be deemed to create a partnership, an association, a joint venture or any other kind

of entity between the Company and the Purchaser other than the contractual relationship expressly set forth herein and therein. The Purchaser

shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement

or out of the other Transaction Documents. It is expressly understood and agreed that each provision contained in this Agreement and in

each other Transaction Document is between the Company and the Purchaser, solely.

5.19 Liquidated

Damages. The Company’s obligations to pay any partial liquidated damages or other amounts owing under the Transaction Documents

is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other amounts have been

paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages or other amounts are due

and payable shall have been canceled.

5.20 Saturdays, Sundays, Holidays,

etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall

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

5.21 Construction.

The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction Documents

and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall

not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and every reference to

share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse and forward stock splits,

stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

5.22 WAIVER

OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH

KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY

WAIVES FOREVER TRIAL BY JURY.

(Signature Pages Follow)

Page 34 of 37

IN WITNESS WHEREOF, the parties hereto have caused

this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Atlantic

International Corp.

Address

for Notice:

By:

/s/

Kevin J. Murphy

Fax:

Name:

Kevin

J. Murphy

E-Mail:

kmurphy@atlantic-international.com

Title:

Chief

Financial Officer

With a copy to (which shall not constitute notice):

Davidoff Hutcher & Citron LLP

605 Third Ave., 34th Floor

New York, NY 10158

Attn : Elliot H. Lutzker, Esq.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGE FOR PURCHASER FOLLOWS]

Page 35 of 37

[PURCHASER

SIGNATURE PAGE TO Atlantic International Corp. SECURITIES PURCHASE AGREEMENT]

IN WITNESS WHEREOF, the undersigned have caused

this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser:

Leviston Resources, LLC

Signature of Authorized Signatory of Purchaser:

/s/

Roman Rogol

Name of Authorized Signatory:

Roman Rogol

Title of Authorized Signatory:

CFO

Email Address of Authorized Signatory:

[OMITTED]

Address for Notice to Purchaser:

[OMITTED]

Address for Delivery of Securities to Purchaser:

(if not same as address for notice)

EIN Number:

[OMITTED]

Subscription Amount:

$5,600,000

Shares of Preferred Stock:

(Subscription Amount / $1,000)

5,600

Stated Value:

($1,070 x number of shares of Preferred Stock)

$5,992,000

Warrant Shares:

5,600

[SIGNATURE PAGES CONTINUE]

Page 36 of 37

Annex A

CLOSING STATEMENT

Pursuant to the attached Securities Purchase Agreement, dated as of

the date hereto, the Purchaser shall purchase 5,600 shares of Preferred Stock and a Preferred Stock Purchase Warrant from Atlantic International

Corp., a Delaware corporation (the “Company”). All funds will be wired into an account maintained by the Company. All

funds will be disbursed in accordance with this Closing Statement.

Disbursement Date: March

20, 2026

PURCHASE PRICE

Gross

Proceeds to be Received

5,600,000

II. DISBURSEMENTS

Withheld

by Purchaser pursuant to Section 5.2

35,000

Net

Proceeds Disbursed to the Company

5,565,000

WIRE INSTRUCTIONS:

[Omitted]

Acknowledged and agreed to

this 20th day of March, 2026

Atlantic International Corp.

By:

/s/ Kevin J. Murphy

Name:

Kevin J. Murphy

Title:

Chief Financial Officer

Page 37 of 37

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