Form 8-K

8-K — INVO Fertility, Inc.

Accession: 0001493152-26-034616

Filed: 2026-07-24

Period: 2026-07-23

CIK: 0001417926

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

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

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-3.1 (ex3-1.htm)

EX-4.1 (ex4-1.htm)

EX-10.1 (ex10-1.htm)

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GRAPHIC (ex3-1_002.jpg)

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8-K

8-K (Primary)

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2026-07-23

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT PURSUANT

SECTION 13 OR 15(d) OF THE

SECURITIES

EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): July 23, 2026

INVO

FERTILITY, INC.

(Exact

name of registrant as specified in charter)

Nevada

001-39701

20-4036208

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

5582

Broadcast Court

Sarasota,

Florida

34240

(Address of principal executive

offices)

(Zip Code)

Registrant’s

telephone number, including area code: (978) 878-9505

(Former

name or former address, if changed since last report)

Check

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

any of the following provisions (see General Instruction A.2. below):

☐

Written communications

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

☐

Soliciting material pursuant

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

☐

Pre-commencement communications

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

☐

Pre-commencement communications

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

Securities

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

Title

of each class

Trading

symbol(s)

Name

of each exchange on which registered

Common Stock, $0.0001

par value per share

IVF

The Nasdaq Stock Market

LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1934 (§240.12b-2

of this chapter)

Emerging

growth company ☐.

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Agreement

July 24, 2026, INVO Fertility Inc. (the “Company”) entered into an Any Market Purchase Agreement (the “Purchase

Agreement”) with Alumni Capital LP (the “Investor”). Pursuant to the Purchase Agreement, the Company has the right

to sell to the Investor up to an aggregate of $15 million (the “Commitment Amount”), unless the Company and the Investor

mutually agree in writing to increase the Commitment Amount to an amount not to exceed $50 million (the “Commitment

Amount”), of the shares (“Shares”) of the Company’s common stock, $0.0001 per share (“Common

Stock”) from time to time during the term of the Purchase Agreement, subject to certain conditions and limitations. Sales of

Shares pursuant to the Purchase Agreement, and the timing of any sales, are solely at the Company’s option, and the Company is

under no obligation to sell securities pursuant to this arrangement and intends to utilize the proceeds to support its expansion efforts, which are primarily focused on acquiring additional

established, profitable fertility clinics, as well as for general corporate purposes.

Upon

the satisfaction of the conditions in the Purchase Agreement, including that a registration statement on Form S-1 that the Company agreed

to file or confidentially submit with the SEC pursuant to the Purchase Agreement is declared effective by the SEC and a final prospectus

in connection therewith is filed with the SEC, the Company will have the right, but not the obligation, from time to time at its sole

discretion over the period described above, to direct the Investor to purchase up to a fixed maximum number of Shares as set forth in

the Purchase Agreement.

During

the term, the Company may at its election, by written notice to the Investor (each, a “Purchase Notice”), cause the Investor

to make a series of purchases of Shares, either (x) at the lowest daily dollar volume-weighted average price of the Common Stock (“VWAP”)

for the five previous business days, multiplied by 94% (“Purchase Price Option 1”), (y) at the lowest

traded price of the Common Stock for the previous business day, multiplied by 97% (“Purchase Price Option 2”), or (z) if

the principal trading platform or market for the Common Shares will not be an Eligible Market on the applicable closing date, at the lowest traded price of the Common Shares for the five previous business days, multiplied by 85.0% (“Purchase Price

Option 3”). The amount of Shares in any Purchase Notice may not exceed applicable limitations as set forth in the Purchase Agreement.

The

Company will control the timing and amount of any sales of Shares to the Investor. Actual sales of Shares to the Investor under the Purchase

Agreement will depend on a variety of factors to be determined by the Company from time to time, including, among other things, market

conditions, the trading price of the Common Stock and determinations by the Company as to the appropriate sources of funding for it and

its operations.

The

closing of each purchase pursuant to the Purchase Agreement will be no later than either (i) five business days after the Investor’s

receipt of a Purchase Notice electing Purchase Price Option 1, (ii) one day after the Investor’s receipt of a Purchase Notice electing

Purchase Price Option 2, or (iii) five business days after the Investor’s receipt of a Purchase Notice electing Purchase Option

3. The Company expects to consider market conditions, the trading price of the Common Stock, and the availability of other sources of

financing when determining whether to make sales under the Purchase Agreement.

Under

the applicable rules of the Nasdaq, in no event may the Company issue to the Investor under the Purchase Agreement Shares in an amount

greater than 19.99% of the total number of shares of Common Stock issued and outstanding immediately prior to the execution of the Purchase

Agreement (the “Exchange Cap”), unless the Company obtains (i) stockholder approval to issue shares of Common Stock in excess

of the Exchange Cap or (ii) a written opinion from outside counsel that such approval is not required, which opinion shall be reasonably

satisfactory to the Investor. The Company’s stockholders approved the issuance of shares of Common Stock in excess of the Exchange

Cap under the Purchase Agreement on July 23, 2026.

The

Purchase Agreement prohibits the Company from directing the Investor to purchase any shares of Common Stock if those shares, when aggregated

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

Act of 1934 would result in the Investor beneficially owning more than 9.99% of the outstanding Common Stock. The beneficial ownership

limitation may be increased or decreased by mutual agreement of the Company and the Investor to any other percentage not in excess of

9.99%.

The

Company has agreed to pay the Investor a commitment fee (the “Commitment Fee”) equal to 1% of the Commitment Amount, at the

election of the Company, by either (a) within five business days following the date on which the registration statement is declared effective

by the SEC (the “Effectiveness Date”), issuing and delivering to the Investor a number of shares of Common Stock (the “Commitment

Shares”) determined by dividing (x) 1% of the Commitment Amount by (y) the average VWAP for the five business days immediately

preceding the Effectiveness Date, or by (b) within five (5) Business Days of the date of the Purchase Agreement, paying 1% of the Commitment

Amount in cash. If the Company and the Investor mutually agree in writing to increase the Commitment Amount (the date of such agreement,

the “Increase Date”), the Company will pay to the Investor an additional commitment fee (the “Additional Commitment

Fee”) equal to one percent (1%) of such additional Commitment Amount (the “Additional Commitment Amount”) within five

business days from the Increase Date, by either (a) issuing and delivering to the Investor a number of shares of Common Stock (the “Additional

Commitment Shares”) determined by dividing (x) 1% of the Additional Commitment Amount by (y) the average VWAP for the five business

days immediately preceding the Increase Date, or (b) paying 1% of the Additional Commitment Amount in cash. To the extent that the Investor

determines, in its sole discretion, that it would beneficially own in excess of the beneficial ownership limitation, or as the Investor

may otherwise choose, in lieu of shares of Common Stock, the Investor may elect to receive pre-funded warrants in lieu of shares of Common

Stock in such manner to result in the same number of shares of Common Stock as the Investor would otherwise be eligible to receive.

The

net proceeds from sales, if any, under the Purchase Agreement, will depend on the frequency and prices at which the Company sells Shares.

To the extent the Company sell Shares under the Purchase Agreement, it currently plans to use any proceeds therefrom for commercialization

and development of its products and product candidate, general corporate purposes, capital expenditures, working capital and general

and administrative expenses.

There

are no restrictions on future financings, rights of first refusal, participation rights, penalties, or liquidated damages in the Purchase

Agreement. the Investor has agreed not to cause, or engage in any manner whatsoever, any direct or indirect short selling or hedging

of the Common Stock during certain periods.

Pursuant

to the Purchase Agreement, the Company must (i) file or confidentially submit with the SEC, not later than August 21, 2026, a registration

statement on Form S-1 covering the offering and sale of the Shares, (ii) use commercially reasonable efforts to cause the SEC to declare

the registration statement effective within 120 days after date of the Purchase Agreement and (iii) register the Shares on Form S-3 as

soon as such form is available. The Purchase Agreement contains customary representations, warranties, covenants and indemnification

obligations of us, including for liabilities under the Securities Act and other obligations of the parties. The representations, warranties

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

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

The

term of the Purchase Agreement is through the earlier of (i) June 30, 2028, (ii) the date on which the Investor shall have purchased

the Shares pursuant to the Purchase Agreement for an aggregate purchase price of the Commitment Amount, (iii) the date on which the Common

Stock ceases trading on an Eligible Market (as such term is defined in the Purchase Agreement), and (iv) upon commencement of certain

bankruptcy proceedings.

Neither

the Company nor the Investor may assign or transfer either of its rights and obligations under the Purchase Agreement, and no provision

of the Purchase Agreement may be modified or waived by the parties except in writing. The Company does not know what the purchase price

for the Shares will be or whether there will occur an exception to the Exchange Cap and therefore cannot be certain as to the number

of shares the Company might issue to the Investor under the Purchase Agreement after the date of this report.

This

current report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall such securities be

offered or sold in the United States absent registration or an applicable exemption from the registration requirements and certificates

evidencing such shares contain a legend stating the same.

The

Purchase Agreement contains customary representations, warranties, covenants, and indemnification obligations of the Company, including

for liabilities under the Securities Act and other obligations of the parties. The foregoing description of the Purchase Agreement does

not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is filed as Exhibit

10.1 to this Form 8-K and is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities

The

information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02.

Item

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

July 23, 2026, stock of the Company approved an increase to the number of authorized shares of the Company’s common stock, par

value $0.0001 (“Common Stock”) from 50,000,000 to 250,000,000 shares as set forth below. On July 23, 2026, the Company filed

a Certificate of Amendment (the “Amendment”) to its Articles of Incorporation to increase its authorized shares of common

stock from 50,000,000 shares to 250,000,000 shares.

The

foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text

of the Amendment which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item

5.07 Submission of Matters to a Vote of Security Holders

January 23, 2026, the Company held its annual meeting of stockholders (the “Annual Meeting”). A total of 704,262 shares of

Common Stock, constituting a quorum, were represented in person or by valid proxies at the Annual Meeting.

the Annual Meeting, the Company’s stockholders voted on proposals 1, 2, 3, 4, 5, 6, and 7 as set forth below.

The

final results for proposals 1, 2, 3, 4, 5, 6, and 7, as set forth in the Company’s definitive proxy statement, filed with the SEC

on June 23, 2026 (the “Annual Meeting Proxy”), are as follows:

Proposal

1. At the Annual Meeting, the terms of all five members of the Company’s board of directors (the “Board”) expired.

All of the five nominees for director were elected to serve until the next annual meeting of stockholders or until their respective successors

have been duly elected and qualified, or until such directors’ earlier resignation, removal or death (the “Director Election

Proposal”). The result of the votes to approve the Director Election Proposal was as follows:

Directors

For

Withheld

Broker

Non-Votes

Trent Davis

63,956

122,585

517,721

Rebecca Messina

171,863

14,678

517,721

Barbara Ryan

171,863

14,678

517,721

Steven Shum

171,822

14,719

517,721

Matthew Szot

171,553

14,988

517,721

Proposal

2. At the Annual Meeting, the stockholders approved the ratification of the appointment of Withum Smith+Brown, PC as the Company’s

independent public accountant for the fiscal year ending December 31, 2026 (the “Auditor Ratification Proposal”). The result

of the votes to approve the Auditor Ratification Proposal was as follows:

For

Against

Abstain

Broker Non-Votes

673,445

21,703

9,114

N/A

Proposal

3. At the Annual Meeting, the stockholders approved an amendment to the Company’s Amended and Restated Articles of Incorporation

to increase its number of authorized shares of Common Stock from 50,000,000 to 250,000,000, as described further in the Annual Meeting

Proxy (the “Common Stock Increase Proposal”). The result of the votes to approve the Common Stock Increase Proposal was as

follows:

For

Against

Abstain

Broker Non-Votes

453,950

249,498

814

N/A

Proposal

4. At the Annual Meeting, the stockholders approved the issuance, in accordance with Nasdaq Listing Rule 5635, of (a) up to 1,893,492

shares of Common Stock, upon exercise of a warrant issued pursuant to an inducement letter agreement dated January 28, 2026, and (b)

any additional shares of Common Stock due to an adjustment event pursuant to the terms of such warrant (the “Inducement Warrant

Exercise Proposal”). The result of the votes to approve the Warrant Proposal was as follows:

For

Against

Abstain

Broker Non-Votes

135,887

43,461

7,193

517,721

Proposal

5. At the Annual Meeting, the stockholders approved a fifth amendment and restatement of the Company’s 2019 Stock Incentive

Plan to increase the number of shares of common stock available for issuance thereunder to a total amount of 1,000,000, equal to approximately

20% of the total issued and outstanding stock on a fully-diluted basis (the “Plan Amendment Proposal”). The result of the

votes to approve the Plan Amendment Proposal was as follows:

For

Against

Abstain

Broker Non-Votes

130,020

55,820

701

517,721

Proposal

6. At the Annual Meeting, the stockholders approved, in accordance with Nasdaq Listing Rule 5635, a potential issuance of 20% or

more of the Company’s outstanding Common Stock in a future equity financing at prices below the lower of (i) the Nasdaq Official

Closing Price immediately preceding the signing of the binding agreement, or (ii) the average Nasdaq Official Closing Price of the common

stock for the five trading days immediately preceding the signing of the binding agreement (the “Future Equity Financing Proposal”).

The result of the votes to approve the Future Equity Financing Proposal was as follows:

For

Against

Abstain

Broker Non-Votes

139,990

46,366

185

517,721

Proposal

7. At the Annual Meeting, the stockholders approved any adjournments of the Annual Meeting for the purpose of soliciting additional

proxies if there were not sufficient votes at the Annual Meeting to approve the Director Election Proposal, the Auditor Ratification

Proposal, the Common Stock Increase Proposal, the Inducement Warrant Exercise Proposal, the Plan Amendment Proposal or the Future Equity

Financing Proposal, or to establish a quorum (the “Adjournment Proposal”). A quorum was established and each of the Director

Election Proposal, the Auditor Ratification Proposal, the Common Stock Increase Proposal, the Inducement Warrant Exercise Proposal, the

Plan Amendment Proposal or the Future Equity Financing Proposal were approved, so the Annual Meeting was not adjourned to a later date.

The result of the votes to approve the Adjournment Proposal was as follows:

For

Against

Abstain

Broker Non-Votes

569,220

131,492

3,550

N/A

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.

Description

3.1

Certificate of Amendment.

4.1

Form of Pre-Funded Warrant.

10.1

Any Market Purchase Agreement dated as of July 24, 2026 by and between the registrant and Alumni Capital LP.

104

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Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant

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

the undersigned thereunto duly authorized.

INVO FERTILITY,

INC.

By:

/s/

Steven Shum

Name:

Steven Shum

Title:

Chief Executive Officer

Dated: July 24, 2026

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit 3.1

EX-4.1

Filename: ex4-1.htm · Sequence: 3

Exhibit

4.1

NEITHER

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

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

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

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

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

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

PRE-FUNDED

COMMON STOCK PURCHASE WARRANT

INVO

FERTILITY, INC.

Warrant Shares:

Initial Exercise Date: July __, 2026

THIS

PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Alumni Capital LP, a

Delaware limited partnership or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations

on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”)

until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase

from INVO Fertility, Inc., a Nevada corporation (the “Company”), shares of Common Stock (as subject to adjustment

hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal

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

Section

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

Agreement (as defined below). In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated

in this Section 1:

“Bid

Price” 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 Principal Market, the bid price of the Common Stock for the time in question (or the nearest preceding

date) on the Principal 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 Principal Market, the volume weighted

average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock

is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market

(or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common

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

selected in good faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company,

the fees and expenses of which shall be paid by the Company.

“Principal

Market” means any of the national securities exchanges (i.e. NYSE, NYSE American, NASDAQ), or principal quotation systems (i.e

OTCQX, OTCQB, OTC Pink), or other principal exchange or recognized quotation system which is, at the time, the principal trading platform

or market for the Common Stock.

“Purchase

Agreement” means that Any Market Purchase Agreement, dated July 24, 2026, between the Company and Holder.

“Trading

Day” means a day on which the Principal Market is open for business.

“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 the Principal Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding

date) on the Principal 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 Principal Market, the volume weighted

average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock

is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market

(or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common

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

selected in good faith by the holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company,

the fees and expenses of which shall be paid by the Company.

“Warrants”

means this Warrant and other Pre-Funded Common Stock purchase warrants issued by the Company on ________, 2026 in connection with the

Purchase Agreement.

Section

2. Exercise.

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

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

copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form 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) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the

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

the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. 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 as soon as reasonably practicable following 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 on the Trading 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.

Exercise Price. The aggregate exercise price of this Warrant, except for a nominal exercise price of $0.0001 per Warrant Share,

was pre-funded to the Company on or prior to the Initial Exercise Date and, consequently, no additional consideration (other than the

nominal exercise price of $0.0001 per Warrant Share) shall be required to be paid by the Holder to any Person to effect any exercise

of this Warrant. The Holder shall not be entitled to the return or refund of all, or any portion, of such pre-paid aggregate exercise

price under any circumstance or for any reason whatsoever. The remaining unpaid exercise price per share of Common Stock under this Warrant

shall be $0.0001, subject to adjustment hereunder (the “Exercise Price”).

Cashless Exercise. This Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise”

in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by

(A), where:

(A)

= as

applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable

Notice of Exercise if such Notice of Exercise is (1) delivered pursuant to Section 2(a) hereof

on a day that is not a Trading Day or (2) delivered pursuant to Section 2(a) hereof on a

Trading Day prior to the opening of “regular trading hours” (as defined in Rule

600(b) of Regulation NMS promulgated under the federal securities laws) on such Trading Day,

(ii) the highest Bid Price of the Common Stock on the Principal Market as reported by Bloomberg

L.P. (“Bloomberg”) as of the time of the Holder’s execution of the

applicable Notice of Exercise if such Notice of Exercise is executed during “regular

trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including

until two (2) hours after the close of “regular trading hours” on a Trading Day)

pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of

Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise

is delivered pursuant to Section 2(a) hereof after the close of “regular trading hours”

on such Trading Day;

(B)

= the

Exercise Price of this Warrant, as adjusted hereunder; and

(X)

= the

number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if

such exercise were by means of a cash exercise rather than a cashless exercise.

Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the

Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant

Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary to this

Section 2(c).

Mechanics of Exercise.

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

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

Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant

in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale

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

limitations pursuant to Rule 144 (assuming cashless exercise of the Warrants), and otherwise by physical delivery of a certificate, registered

in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder

is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earlier

of (i) one (1) Trading Day 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 payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the

earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of

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

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

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

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

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

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

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

on the Company’s Principal Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise.

Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 4:00 p.m. (New York City time) on the

Trading Day prior to the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement,

the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise

Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate

Exercise Price (other than in the case of a cashless exercise) is received by such Warrant Share Delivery Date.

ii.

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

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

evidencing the rights of the Holder to purchase the unpurchased Warrant Shares 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 cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section

2(d)(i) 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 Upon Exercise. In addition to any other rights available to

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

of Section 2(d)(i) above pursuant to an exercise 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 Warrant Shares which the Holder anticipated receiving upon

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

the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds

(y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection

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

at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise

was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock

that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the

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

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

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

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

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

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

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

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

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

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

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

vi.

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

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

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

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

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

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

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

(or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

vii.

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

of this Warrant, pursuant to the terms hereof.

Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the

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

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

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

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

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

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

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

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

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

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

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

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

acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d)

of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent

that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to

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

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

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

Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company

shall have no obligation to verify or confirm the accuracy of such determination. 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 2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on

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

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

the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of

a Holder, the Company shall within one Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock then

outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion

or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date

as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation”

shall be 9.99% (or, upon election by a Holder prior to the issuance of any Warrants, 4.99%) of the number of shares of Common Stock outstanding

immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice

to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial

Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect

to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall

continue to apply. Any change in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice

is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict

conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent

with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly

give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

Section

3. Certain Adjustments.

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

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

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

Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse

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

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

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

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

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

shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for

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

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

Intentionally omitted.

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

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

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

held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise

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

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

of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (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).

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 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) (a “Distribution”),

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

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

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

Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the

date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided,

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

exceeding the Beneficial Ownership Limitation, 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).

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 (other than for the purpose

of changing the jurisdiction of incorporation of the Company or a holding company for the Company), (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 transaction 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 greater than 50% of the outstanding Common Stock

or greater than 50% of the voting power of the common equity of the Company, (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

(not including any 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 share purchase agreement or other business combination) (including, without limitation, a reorganization,

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

acquires greater than 50% of the outstanding shares of Common Stock or greater than 50% of the voting power of the common equity of the

Company (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have

the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of

such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(e) on the exercise of this Warrant),

the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation,

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

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

(without regard to any limitation in Section 2(e) on the exercise of this Warrant). 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 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 Holder and approved by the Holder (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 exercise of this

Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise

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

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

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

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

such Fundamental Transaction, the Successor Entity shall be added to the term “Company” under this Warrant (so that from

and after the occurrence or consummation of such Fundamental Transaction, each and every provision of this Warrant and the other Transaction

Documents referring to the “Company” shall refer instead to each of the Company and the Successor Entity or Successor Entities,

jointly and severally), and the Successor Entity or Successor Entities, jointly and severally with the Company, may exercise every right

and power of the Company prior thereto and the Successor Entity or Successor Entities shall assume all of the obligations of the Company

prior thereto under this Warrant and the other Transaction Documents with the same effect as if the Company and such Successor Entity

or Successor Entities, jointly and severally, had been named as the Company herein. For the avoidance of doubt, the Holder shall be entitled

to the benefits of the provisions of this Section 3(e) regardless of (i) whether the Company has sufficient authorized shares of Common

Stock for the issuance of Warrant Shares and/or (ii) whether a Fundamental Transaction occurs prior to the Initial Exercise Date.

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

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

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

Notice to Holder.

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

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

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

ii.

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

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

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

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

any reclassification of the Common Stock, any consolidation or merger to which the Company (or any of its Subsidiaries) is a party, any

sale or transfer of all or substantially all of its assets, or any compulsory share exchange whereby the Common Stock is converted into

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

up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its last email

address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective

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

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

be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification,

consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected

that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other

property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to

deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to

be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information

regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a

Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such

notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Section

4. Transfer of Warrant.

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

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

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

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

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

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

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

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

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

has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days

of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned

in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

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 issuance date of

this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

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

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

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

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

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

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

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

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

transferee of this Warrant, as the case may be, comply with the provisions of Section 5.7 of the Purchase Agreement.

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

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

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

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

Section

5. Miscellaneous.

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

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

set forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant

to Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company be

required to net cash settle an exercise of this Warrant.

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

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

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

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

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

or stock certificate.

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

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

Day.

Authorized Shares.

The

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

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

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

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

Jurisdiction. This Warrant shall be construed and enforced in accordance with, and all questions concerning the construction,

validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of Nevada, without giving

effect to any choice of law or conflict of law provision or rule (whether of the State of Nevada or any other jurisdictions) that would

cause the application of the laws of any jurisdictions other than the State of Nevada. The Company and each Holder hereby irrevocably

submits to the exclusive jurisdiction of the Chancery Court of the State of Delaware and the United States District Court for the District

of Delaware for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplates hereby or discussed

herein, and hereby irrevocably waives, and agrees not to assert in any suit, action, or proceeding, any claim that is not personally

subject to the jurisdiction of such courts or that such courts are improper or inconvenient venues for such proceeding. The Company 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 Warrant and agrees that such service shall constitute good and sufficient service of process and

notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted

by applicable law. The Company and each Holder 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 Warrant or the transactions contemplated hereby.

If the Company or any Holder shall commence an action or proceeding to enforce any provisions of this Warrant, 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.

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

the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

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

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

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

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

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

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

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

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

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

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

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

or by creditors of the Company.

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

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

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

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

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

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

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

be enforceable by the Holder or holder of Warrant Shares.

Amendment. Other than Section 2(e) and Section 5(1), which may not be amended, modified, or waived, this Warrant may be modified

or amended or the provisions hereof waived with the written consent of the Company, on the one hand, and the Holder or the beneficial

owner of this Warrant, on the other hand.

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.

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.

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

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

indicated.

INVO

FERTILITY, INC.

By:

Name:

Title:

NOTICE

OF EXERCISE

To:

INVO FERTILITY, INC.

(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 (check applicable box):

[ ] in lawful money of the United States; or

[ ] if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set

forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless

exercise procedure set forth in subsection 2(c).

(3)

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

_______________________________

The

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

_______________________________

(4)

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

Securities Act of 1933, as amended.

[SIGNATURE

OF HOLDER]

Name

of Investing Entity: ________________________________________________________________________

Signature

of Authorized Signatory of Investing Entity: _________________________________________________

Name

of Authorized Signatory: ___________________________________________________________________

Title

of Authorized Signatory: ____________________________________________________________________

Date:

________________________________________________________________________________________

ASSIGNMENT

FORM

(To

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

FOR

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

Name:

(Please

Print)

Address:

(Please

Print)

Phone

Number:

Address:

Dated:

_______________ __, ______

Holder’s

Signature: ______________________________

Holder’s

Address: _______________________________

EX-10.1

Filename: ex10-1.htm · Sequence: 4

Exhibit

10.1

ANY

MARKET PURCHASE AGREEMENT

This

Any Market Purchase Agreement (this “Agreement”), dated as of July 24, 2026 (the “Execution Date”),

by and between INVO Fertility, Inc., a Nevada corporation (the “Company”), and Alumni Capital LP,

a Delaware limited partnership (the “Investor”).

RECITALS

WHEREAS,

subject to the terms and conditions set forth in this Agreement, the Company wishes to sell to the Investor, and the Investor wishes

to buy from the Company, up to $50,000,000 of shares of common stock, $0.0001 par value per share, of the Company (“Common

Shares”).

WHEREAS,

the offer and sale of the Securities issuable hereunder will be made in reliance upon Section 4(a)(2) and Regulation D under the Securities

Act and the rules and regulations promulgated thereunder, or upon such other exemption from the registration requirements of the Securities

Act as may be available with respect to any or all of the transactions to be made hereunder.

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 the Investor hereby agree as follows:

ARTICLE

CERTAIN DEFINITIONS

Section

1.1 Defined Terms. As used in this Agreement, the following terms shall have the following meanings specified or indicated

(such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Additional

Commitment Securities” shall have the meaning specified in Section 6.3.

“Affiliate”

shall mean, with respect to a Party, any individual, a corporation or any other legal entity, directly or indirectly, controlling, controlled

by or under common control with such Party. For purpose of this definition, the term “control,” as used with respect

to any corporation or other entity, means (a) direct or indirect ownership of fifty percent (50%) or more of the securities or other

ownership interests representing the equity voting stock or general partnership or membership interest of such corporation or other entity

or (b) the power to direct or cause the direction of the management or policies of such corporation or other entity, whether through

the ownership of voting securities, by contract or otherwise.

“Agreement”

shall have the meaning specified in the preamble hereof.

“Average

Daily Trading Volume” shall mean the average daily trading volume of the Common Shares on the Principal Market over the

applicable measurement period.

“Bankruptcy

Law” shall mean Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.

“Beneficial

Ownership Limitation” shall have the meaning specified in Section 8.2(f).

“Bloomberg”

shall mean Bloomberg, L.P.

“Business

Day” shall mean a day on which the Principal Market is open for business.

“Clearing

Costs” shall mean all of the Investor’s broker and Transfer Agent costs with respect to the deposit of the Purchase

Notice Securities.

“Closing”

shall mean any one of the closings of a purchase and sale of Purchase Notice Securities pursuant to Section 2.3(c).

“Closing

Date” shall mean the date on which a Closing occurs, to be no later than the Business Day following either (i) five Business

Days after the receipt of a Purchase Notice electing Purchase Price Option 1, (ii) one day after the receipt of a Purchase Notice electing

Purchase Price Option 2, or (iii) five Business Days after the receipt of a Purchase Notice electing Purchase Price Option 3.

“Commitment

Amount” shall mean $15,000,000, unless the Company and the Investor mutually agree in writing to increase the Commitment

Amount to an amount not to exceed $50,000,000.

“Commitment

Period” shall mean the period commencing on the date on which the Investor receives the Commitment Securities and ending

on the earlier of (i) the date on which the Common Shares cease trading on a Principal Market, (ii) the date on which the Investor shall

have received such number of Securities pursuant to this Agreement (excluding the Commitment Securities) for aggregate consideration

equal to the Commitment Amount, or (iii) June 30, 2028.

“Commitment

Securities” shall have the meaning set forth in Section 6.3.

“Common

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

at any time Common Shares, 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 Shares.

“Common

Shares” shall have the meaning set forth in the Recitals.

“Company”

shall have the meaning specified in the preamble hereof.

“Company

Termination Notice” shall have the meaning specified in Section 11.5.

“Custodian”

shall mean any receiver, trustee, assignee, liquidator, or similar official under any Bankruptcy Law.

“Damages”

shall mean any loss, claim, damage, liability, cost, and expense (including, without limitation, reasonable attorneys’ fees and

disbursements and costs and expenses of expert witnesses and investigation).

“Dispute

Submission Deadline” shall have the meaning set forth in Section 11.16(a).

“DRS”

shall mean the DTC’s Direct Registration System.

“DRS

Eligible” shall mean that (a) the Common Shares are eligible at DTC for full services pursuant to DTC’s operational

arrangements, including, without limitation, transfer through DTC’s DRS system, (b) the Company has been approved (without revocation)

by the DTC’s underwriting department, (c) the Transfer Agent is approved as an agent in the DTC/FAST Program, (d) the Purchase

Notice Securities and Commitment Securities are otherwise eligible for delivery via DRS, and (e) the Transfer Agent does not have a policy

prohibiting or limiting delivery of the Purchase Notice Securities and Commitment Securities, as applicable, via DRS.

“DRS

Shares” shall mean Common Shares that are (i) issued in electronic form, (ii) freely tradable and transferable and without

restriction on resale, and (iii) timely credited by the Company to the Investor’s or its designee’s specified DRS account

with DTC under the DTC/FAST Program, or any similar program hereafter adopted by DTC performing substantially the same function.

“DTC”

shall mean The Depository Trust Company, or any successor performing substantially the same function for the Company.

“DTC/FAST

Program” shall mean the DTC’s Fast Automated Securities Transfer Program.

“DWAC”

shall mean Deposit Withdrawal at Custodian as defined by DTC.

“DWAC

Eligible” shall mean that (a) the Common Shares are eligible at DTC for full services pursuant to DTC’s operational

arrangements, including, without limitation, transfer through DTC’s DWAC system, (b) the Company has been approved (without revocation)

by the DTC’s underwriting department, (c) the Transfer Agent is approved as an agent in the DTC/FAST Program, (d) the Purchase

Notice Securities and Commitment Securities are otherwise eligible for delivery via DWAC, and (e) the Transfer Agent does not have a

policy prohibiting or limiting delivery of the Purchase Notice Securities and Commitment Securities, as applicable, via DWAC.

“DWAC

Shares” shall mean Common Shares that are (i) issued in electronic form, (ii) freely tradable and transferable and without

restriction on resale, and (iii) timely credited by the Company to the Investor’s or its designee’s specified DWAC account

with DTC under the DTC/FAST Program, or any similar program hereafter adopted by DTC performing substantially the same function.

“Effectiveness

Date” shall mean the date on which the Initial Registration Statement is declared effective by the SEC.

“Eligible

Market” shall mean the NYSE, the NYSE American, The Nasdaq Capital Market, The Nasdaq Global Market, or The Nasdaq Global

Select Market (or any nationally recognized successor to any of the foregoing).

“Exchange

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

“Exchange

Cap” shall have the meaning set forth in Section 8.2(g)

“Execution

Date” shall mean the date set forth in the preamble of this Agreement.

“FINRA”

shall mean the Financial Industry Regulatory Authority, Inc.

“Future

SEC Documents” shall have the meaning set forth in Section 8.2(i).

“Indemnified

Party” shall have the meaning set forth in Section 10.1.

“Indemnifying

Party” shall have the meaning set forth in Section 10.1.

“Initial

Registration Statement” shall have the meaning specified in Section 7.1(a).

“Investor”

shall have the meaning specified in the preamble to this Agreement.

“Lien”

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

“Material

Adverse Effect” shall mean any effect on the business, operations, properties, or financial condition of the Company that

is material and adverse to the Company and/or any condition, circumstance, or situation that would prohibit or otherwise materially interfere

with the ability of the Company to enter into and perform its obligations under any Transaction Document.

“NASDAQ”

shall mean the NASDAQ Stock Market LLC.

“New

Registration Statement” shall have the meaning specified in Section 7.1(b).

“NYSE”

shall mean the New York Stock Exchange.

“NYSE

American” shall mean NYSE American LLC.

“Party”

shall mean a party to this Agreement.

“Person”

shall mean an individual, a corporation, a partnership, an association, a trust or other entity or organization, including a government

or political subdivision or an agency or instrumentality thereof.

“Pre-Funded

Warrant” means, collectively, the Pre-Funded Common Stock purchase warrants delivered to the Investor in accordance with

Section 6.3 hereof, which Pre-Funded Warrants shall be exercisable immediately and shall expire when exercised in full, in the

form of Exhibit B attached hereto.

“Pre-Funded

Warrant Shares” means the Common Shares issuable upon exercise of the Pre-Funded Warrants.

“Principal

Market” shall mean any of the national securities exchanges (i.e. NYSE, NYSE American, NASDAQ), or principal quotation

systems (i.e. OTCQX, OTCQB, OTC Pink), or other principal exchange or recognized quotation system which is, at the time, the principal

trading platform or market for the Common Shares.

“Purchase

Notice Amount” shall mean the product of the number of Purchase Notice Securities referenced in the Purchase Notice multiplied

by the applicable Purchase Price in accordance with Section 2.1.

“Purchase

Notice” shall mean a written notice from Company, substantially in the form of Exhibit A hereto, to the Investor

setting forth the Purchase Notice Securities which the Company requires the Investor to purchase pursuant to the terms of this Agreement.

“Purchase

Notice Date” shall have the meaning specified in Section 2.3(a).

“Purchase

Notice Limitation” shall mean either Purchase Notice Limitation 1 for a Purchase Notice electing Purchase Price Option

1, Purchase Notice Limitation 2 for a Purchase Notice electing Purchase Price Option 2, or Purchase Notice Limitation 3 for a Purchase

Notice electing Purchase Price Option 3.

“Purchase

Notice Limitation 1” shall mean $1,000,000, unless the Company and the Investor mutually agree in writing to increase the

Purchase Notice Limitation 1 to an amount not to exceed $5,000,000.

“Purchase

Notice Limitation 2” shall mean the lesser of (i) $1,000,000 (unless the Company and the Investor mutually agree in writing

to increase the Purchase Notice Limitation 2 to an amount not to exceed $5,000,000) or (ii) 30% of the Average Daily Trading Volume on

the Purchase Notice Date.

“Purchase

Notice Limitation 3” shall mean the lesser of (i) $300,000 or (ii) 250% of the median daily trading volume of the Common

Shares on the Principal Market for the five (5) Business Days prior to the Purchase Notice Date, unless the Company and the Investor

mutually agree in writing to increase the Purchase Notice Limitation 3 to an amount not to exceed $1,000,000.

“Purchase

Notice Securities” shall mean all Common Shares that the Company shall be entitled to issue as set forth in all Purchase

Notices in accordance with the terms and conditions of this Agreement.

“Purchase

Price” shall mean either Purchase Price Option 1, Purchase Price Option 2, or Purchase Price Option 3, as elected by the

Company on each Purchase Notice.

“Purchase

Price Option 1” shall mean the lowest daily VWAP for the Common Shares for the five (5) Business Days prior to the Closing

Date with respect to a Purchase Notice, multiplied by ninety-four percent (94.0%). Any Purchase Notice setting forth the Purchase Price

Option 1 will be subject to the Purchase Notice Limitation 1.

“Purchase

Price Option 2” shall mean the lowest traded price of the Common Shares for the Business Day prior to the Closing Date

with respect to a Purchase Notice, multiplied by ninety-seven percent (97.0%). Any Purchase Notice setting forth the Purchase Price Option

2 will be subject to the Purchase Notice Limitation 2.

“Purchase

Price Option 3” shall mean the lowest traded price of the Common Shares for the five (5) Business Days prior to the Closing

Date with respect to a Purchase Notice, multiplied by eighty-five percent (85.0%). Any Purchase Notice setting forth the Purchase Price

Option 3 will be subject to the Purchase Notice Limitation 3.

“Registration

Expenses” shall mean all expenses incurred in effecting any registration pursuant to this Agreement, including, without

limitation, all registration, qualification and filing fees (including fees with respect to filings required to be made with FINRA, and

any fees of the securities exchange or automated quotation system on which the Common Shares are then listed or quoted), printing expenses,

escrow fees, fees and disbursements of counsel for the Company, fees and disbursements of counsel for the Investor blue sky fees and

expenses (including reasonable fees and disbursements of counsel for the Investor in connection with blue sky compliance) and any fees

and disbursements of accountants retained by the Company incident to or required by any such registration.

“Registration

Statement” shall have the meaning specified in Section 7.1(c).

“Registrable

Securities” shall mean (i) the Purchase Notice Securities, (ii) the Commitment Securities, (iii) the Additional Commitment

Securities, and (iv) any other equity security of the Company issued or issuable with respect to any such Securities by way of a stock

dividend or stock split or in connection with a combination of shares, capitalization, merger, consolidation or reorganization; provided,

however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (1) a

registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities

shall have been sold, transferred, disposed of, or exchanged in accordance with such registration statement; (2) such securities shall

have ceased to be outstanding; (3) such securities have been sold pursuant to Section 4(a)(1) of the Securities Act, including sales

made pursuant to Rule 144; or (4) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution

or other public securities transaction.

“Regulation

D” shall mean Regulation D promulgated under the Securities Act.

“Required

Dispute Documentation” shall have the meaning set forth in Section 11.16(a).

“Rule

144” shall mean Rule 144 under the Securities Act or any similar provision then in force under the Securities Act.

“SEC”

shall mean the United States Securities and Exchange Commission.

“SEC

Documents” shall have the meaning specified in Section 4.5.

“Securities”

shall mean the Purchase Notice Securities and the Commitment Securities, collectively.

“Securities

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

“Share

Equivalents” shall mean any securities of the Company entitling the holder thereof to acquire at any time Common Shares,

including, without limitation, any debt, preferred shares, 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 Shares.

“Subsidiary”

shall mean any Person that the Company wholly owns or controls, or in which the Company, directly or indirectly, owns a majority of the

voting stock or similar voting interest, in each case that would be disclosable pursuant to Item 601(b)(21) of Regulation S-K promulgated

under the Securities Act.

“Transaction

Documents” shall mean this Agreement and all exhibits hereto.

“Transfer

Agent” shall mean the current transfer agent of the Company, and any successor transfer agent of the Company.

“VWAP”

shall mean, for any security as of any date, the dollar volume-weighted average price for such security on the Principal Market (or,

if the Principal Market is not the principal trading market for such security, then on the principal securities exchange or securities

market on which such security is then traded), during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m., New

York time, or if the foregoing does not apply, the dollar volume-weighted average price of such security in any principal quotation system

operated by OTC Markets Group Inc. or other principal exchange or recognized quotation system which is at the time the principal trading

platform or market for such security during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m., New York time,

or, if no dollar volume-weighted average price is reported, the average of the highest closing bid price and the lowest closing ask price

of any of the market makers for such security as reported in the “pink sheets” by OTC Markets Group Inc. If the VWAP cannot

be calculated for such security on such date on any of the foregoing bases, the VWAP of such security on such date shall be the fair

market value as mutually determined by the Company and the Investor, in good faith. If the Company and the Investor are unable to agree

upon the fair market value of such security, then such dispute shall be resolved in accordance with the procedures in Section 11.16.

All such determinations shall be appropriately adjusted for any share dividend, share split, share combination, recapitalization, or

other similar transaction during such period.

ARTICLE

PURCHASE AND SALE OF SECURITIES

Section

2.1 Purchase Notices. Subject to the applicable conditions set forth herein, at any time during the Commitment Period, the

Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Purchase Notice from

time to time, to purchase, and the Investor shall have the obligation to purchase from the Company, the number of Purchase Notice Securities

set forth on the Purchase Notice at the Purchase Price, provided that the amount of Purchase Notice Securities shall not exceed the Purchase

Notice Limitation applicable to such Purchase Notice or the Beneficial Ownership Limitation set forth in Section 8.2(f). The Company

may not deliver a subsequent Purchase Notice until the Closing of an active Purchase Notice, except if waived by the Investor in writing.

The Company shall not issue more than four (4) Purchase Notices electing Purchase Price Option 2 on any Business Day without the written

consent of the Investor.

Section

2.2 Purchase Price Election. For each Purchase Notice, the Company shall have the right to select Purchase Price Option 1,

Purchase Price Option 2, or Purchase Price Option 3 at which to sell the Purchase Notice Securities subject to such Purchase Notice;

provided, however, that if the principal trading platform or market for the Common Shares is not an Eligible Market on a Purchase Notice

Date, or if the principal trading platform or market for the Common Shares will not be an Eligible Market on the Closing Date, the Company

shall only have the right to select Purchase Price Option 3 at which to sell the Purchase Notice Securities subject to such Purchase

Notice.

Section

2.3 Deliveries; Closing.

(a)

Purchase Notice Delivery. In accordance with Section 2.1 and subject to the satisfaction of the conditions set forth in

Section 8.2, the Company shall agree to deliver the Purchase Notice Securities as DWAC Shares or DRS Shares to the Investor pursuant

to Section 2.2(b) alongside the delivery of each Purchase Notice by email at the Investor’s email address set forth in Section

11.17 and by overnight courier at the Investor’s address set forth in Section 11.17. A Purchase Notice shall be deemed

delivered on (i) the Business Day that both the Purchase Notice Securities are received and the Purchase Notice has been received by

email by the Investor if the conditions are met on or prior to 8:00 a.m. New York time or (ii) the next Business Day if the conditions

are met after 8:00 a.m. New York time on a Business Day or at any time on a day which is not a Business Day (the “Purchase

Notice Date”).

(b)

Delivery of Purchase Notice Securities. No later than 8:00 a.m. New York time on the Purchase Notice Date, the Company shall deliver

the applicable Purchase Notice Securities as DWAC Shares or DRS Shares to the Investor.

(c)

Closing. The Investor shall pay to the Company the Purchase Notice Amount with respect to the applicable Purchase Notice as full

payment for such Purchase Notice Securities purchased by the Investor under the applicable Purchase Notice via wire transfer of immediately

available funds as set forth below on the Closing Date. The Company shall not issue any fraction of a Common Share under any Purchase

Notice. If the issuance would result in the issuance of a fraction of a Common Share, the Company shall round such fraction of a Common

Share up to the nearest whole Common Share. All payments made under this Agreement shall be made in lawful money of the United States

of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written

notice in accordance with the provisions of this Agreement. Whenever any amount or issuance of Common Shares expressed to be due by the

terms of this Agreement is due on any day that is not a Business Day, the same shall instead be due on the next succeeding day that is

a Business Day.

ARTICLE

III

REPRESENTATIONS AND WARRANTIES OF INVESTOR

The

Investor represents and warrants the following to the Company:

Section

3.1 Intent. The Investor is entering into this Agreement and purchasing the Securities for its own account, and not as nominee

or agent, for investment purposes and not with a view towards, or for a sale in connection with, a “distribution” (as such

term is defined in the Securities Act), and the Investor has no present arrangement (whether or not legally binding) at any time to sell

the Securities to or through any Person in violation of the Securities Act or any applicable state securities laws; provided, however,

that the Investor reserves the right to dispose of the Securities at any time in accordance with federal and state securities laws applicable

to such disposition.

Section

3.2 No Legal Advice From The Company. The Investor acknowledges that it has had the opportunity to review this Agreement and

the transactions contemplated by this Agreement with its own legal counsel and investment and tax advisors. The Investor is relying solely

on such counsel and advisors and not on any statements or representations of the Company or any of its representatives or agents for

legal, tax, or investment advice with respect to this investment, the transactions contemplated by this Agreement or the securities laws

of any jurisdiction.

Section

3.3 Accredited Investor. The Investor is an “accredited investor” (as such term is defined in Rule 501(a)(3) of

Regulation D), and the Investor has such experience in business and financial matters that it is capable of evaluating the merits and

risks of an investment in the Securities. The Investor acknowledges that an investment in the Securities is speculative and involves

a high degree of risk.

Section

3.4 Authority. The Investor has the requisite power and authority to enter into and perform its obligations under the Transaction

Documents and to consummate the transactions contemplated hereby and thereby. The execution and delivery of the Transaction Documents

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

no further consent or authorization of the Investor is required. The Transaction Documents to which it is a party have been duly executed

by the Investor, and when delivered by the Investor in accordance with the terms hereof, will constitute the valid and binding obligation

of the Investor enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, or similar laws relating

to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.

Section

3.5 Not An Affiliate. The Investor is not an officer, director, or “affiliate” (as that term is defined in Rule

405 of the Securities Act) of the Company.

Section

3.6 Organization and Standing. The Investor is an entity duly formed, validly existing, and in good standing under the laws

of the State of Delaware with full right and limited partnership or similar power and authority to enter into and to consummate the transactions

contemplated by the Transaction Documents.

Section

3.7 Absence of Conflicts. The execution and delivery of the Transaction Documents and the consummation of the transactions

contemplated hereby and thereby and compliance with the requirements hereof and thereof, will not (a) violate any law, rule, regulation,

order, writ, judgment, injunction, decree or award binding on the Investor, (b) violate any provision of any indenture, instrument or

agreement to which the Investor is a party or is subject, or by which the Investor or any of its assets is bound, or conflict with or

constitute a material default thereunder, (c) result in the creation or imposition of any lien pursuant to the terms of any such indenture,

instrument or agreement, or constitute a breach of any fiduciary duty owed by the Investor to any third party, or (d) require the approval

of any third-party (that has not been obtained) pursuant to any material contract, instrument, agreement, relationship or legal obligation

to which the Investor is subject or to which any of its assets, operations or management may be subject.

Section

3.8 Disclosure; Access to Information. The Investor has had an opportunity to review copies of the SEC Documents filed on

behalf of the Company and has had access to all publicly available information with respect to the Company. The Investor understands

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

in the Securities including a total loss. The Investor has sought such accounting, legal and tax advice as it has considered necessary

to make an informed investment decision with respect to its acquisition of the Securities. The Investor understands that no United States

federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the

Securities or the fairness or suitability of the investment in the Securities nor have such authorities passed upon or endorsed the merits

of the offering of the Securities.

Section

3.9 Manner of Sale. At no time was the Investor presented with or solicited by or through any leaflet, public promotional

meeting, television advertisement or any other form of general solicitation or advertising.

Section

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

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

is defined in Section 242.200 of Regulation SHO of the Exchange Act) of the Securities or (ii) hedging transaction, which establishes

a net short position with respect to the Securities or any other securities of the Company.

ARTICLE

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except

as set forth in the SEC Documents, the Company represents and warrants the following to the Investor, as of the Execution Date:

Section

4.1 Organization of the Company. The Company is an entity duly organized, validly existing, and in good standing under the

laws of the State of Nevada, with the requisite power and authority to own and use its properties and assets and to carry on its business

as currently conducted. The Company is not in violation or default of any of the provisions of its organizational or charter documents.

The Company is duly qualified to conduct business and is in good standing in each jurisdiction in which the nature of the business conducted

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

may be, could not have or reasonably be expected to result in a Material Adverse Effect and no proceeding has been instituted in any

such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

The Company has Subsidiaries as disclosed in the SEC Documents.

Section

4.2 Authority. The Company has the requisite corporate power and authority to enter into and perform its obligations under

this Agreement. The execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated

hereby and thereby have been duly authorized by all necessary corporate action and no further consent or authorization of the Company

or its Board of Directors or stockholders is required. This Agreement has been duly executed and delivered by the Company and constitutes

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

may be limited by applicable bankruptcy, insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors’

rights and remedies or by other equitable principles of general application and (ii) to the extent the enforceability of any provisions

for indemnification may be limited by public policy.

Section

4.3 Capitalization. As of the date hereof, the Company is authorized to issue 250,000,000 Common Shares, of which 2,295,035

shares are issued and outstanding, and 100,000,000 shares of preferred stock, of which 1,000,000 shares are designated as Series A Preferred

Stock, of which no shares are issued and outstanding, 1,200,000 shares are designated as Series B Preferred Stock, of which no shares

are issued and outstanding, 30,375 shares are designated as Series C-1 Preferred Stock, of which no shares are issued and outstanding,

20,000 shares are designated as Series C-2 Preferred Stock, of which no shares are issued and outstanding, and 400 shares are designated

as Series D Preferred Stock, of which 400 shares are issued and outstanding. The Company has not issued any securities since its most

recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s

stock option plans, the issuance of securities to employees pursuant to the Company’s employee stock purchase plans and pursuant

to the conversion and/or exercise of Share Equivalents outstanding as of the date of the most recently filed periodic report under the

Exchange Act. No Person has elected to use 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 set forth in the SEC Documents and this Agreement,

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 securities, or contracts, commitments, understandings or arrangements by which the Company is or may become bound

to issue additional securities or Share Equivalents. Except as set forth in the SEC Documents and this Agreement, the issuance and sale

of the Securities will not obligate the Company to issue other securities to any Person (other than the Investor) 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,

except to the extent that the exercise or conversion price of such securities are calculated based on the market price of the Common

Shares on the applicable exercise or conversion date. Except as disclosed in the SEC Documents, there are no stockholders agreements,

voting agreements, or other similar agreements with respect to the Company’s Common Shares to which the Company is a party or,

to the knowledge of the Company, between or among any of the Company’s stockholders.

Section

4.4 Listing and Maintenance Requirements. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act,

and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration

of the Common Shares under the Exchange Act nor has the Company received any notification that the SEC is contemplating terminating such

registration. Except as disclosed in the SEC Documents, the Company has not, in the twelve (12) months preceding the date hereof, received

notice from the Principal Market on which the Common Shares are or have been listed or quoted to the effect that the Company is not in

compliance with the listing or maintenance requirements of such Principal Market. Except as disclosed in the SEC Documents, the Company

is in compliance with all such listing and maintenance requirements and has no reason to believe that it will not continue to be in compliance

with all such listing and maintenance requirements in the foreseeable future.

Section

4.5 SEC Documents; Disclosure. 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) thereof, for the one (1)

year preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing

materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the

“SEC Documents”). As of their respective dates, the SEC Documents complied in all material respects with the

requirements of the Securities Act and the Exchange Act, as applicable, and other federal laws, rules, and regulations applicable to

such SEC Documents, and none of the SEC Documents 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 light of the circumstances under

which they were made, not misleading. The financial statements of the Company included in the SEC Documents comply as to form and substance

in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable

rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting

principles applied on a consistent basis during the periods involved (except (a) as may be otherwise indicated in such financial statements

or the notes thereto or (b) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed

or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and

the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal, immaterial,

year-end audit adjustments). Except with respect to the material terms and conditions of the transactions contemplated by the Transaction

Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided the Investor or its agents or

counsel with any information that it believes constitutes or might constitute material, non-public information. The Company understands

and confirms that the Investor will rely on the foregoing representation in effecting transactions in securities of the Company.

Section

4.6 Valid Issuances. 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 non-assessable, free and clear of all Liens imposed by the Company other

than restrictions on transfer provided for in the Transaction Documents and applicable federal and state securities laws and regulations.

Assuming the accuracy of the representations of the Investor in Article III of this Agreement and subject to the filings described

in Section 4.7 of this Agreement, the Securities will be issued in compliance with all applicable federal and state securities

laws.

Section

4.7 No Conflicts. The execution, delivery, and performance of the Transaction Documents by the Company and the consummation

by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Purchase Notice

Securities and Commitment Securities, do not and will not (a) result in a violation of the Company’s articles of incorporation,

by-laws or other organizational or charter documents, (b) conflict with, or constitute a material default (or an event that with notice

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

of the Company, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, instrument

or any “lock-up” or similar provision of any underwriting or similar agreement to which the Company is a party, or (c) result

in a violation of any federal, state or local law, rule, regulation, order, judgment or decree (including federal and state securities

laws and regulations) applicable to the Company or by which any property or asset of the Company is bound or affected nor is the Company

otherwise in violation of, conflict with, or in default under any of the foregoing (except for such conflicts, defaults, terminations,

amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect).

The business of the Company is not being conducted in violation of any law, ordinance or regulation of any governmental entity, except

for possible violations that either singly or in the aggregate do not and will not have a Material Adverse Effect. The Company is not

required under federal, state or local law, rule or regulation to obtain any consent, authorization or order of, or make any filing or

registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under the Transaction

Documents (other than (i) any SEC, state or local securities filings that may be required to be made by the Company in connection with

the execution of this Agreement or the issuance of Securities pursuant hereto, or (ii) the filing of a Listing of Additional Shares Notification

Form with the Principal Market, which, in each case, have been made or will be made in a timely manner); provided that, for purposes

of the representation made in this sentence, the Company is assuming and relying upon the accuracy of the relevant representations and

agreements of the Investor herein.

Section

4.8 Litigation and Other Proceedings. Except as disclosed in the SEC Documents, there are no material actions, suits, investigations,

SEC inquiries, FINRA inquiries, NASDAQ inquiries, or similar proceedings (however any governmental agency may name them) pending or,

to the actual knowledge of the Company, threatened against or affecting the Company or its properties, nor has the Company received any

written or oral notice of any such action, suit, proceeding, SEC inquiry, FINRA inquiry, NASDAQ inquiry or investigation, which would

have a Material Adverse Effect. No judgment, order, writ, injunction or decree or award against the Company has been issued by or, to

the actual knowledge of the Company, requested of any court, arbitrator or governmental agency which would have a Material Adverse Effect.

There has not been, and to the actual knowledge of the Company, there is no pending investigation by the SEC involving the Company or

any current officer or director of the Company.

Section

4.9 Acknowledgment Regarding Investor’s Purchase of Securities. Based solely on the Investor’s representations

and warranties, the Company acknowledges and agrees that the Investor is acting solely in the capacity of an arm’s length purchaser

with respect to this Agreement and the transactions contemplated hereby and thereby and that the Investor is not (i) an officer or director

of the Company, or (ii) an “affiliate” (as defined in Rule 144) of the Company. The Company further acknowledges that the

Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement

and the transactions contemplated hereby and thereby, and any advice given by the Investor or any of its representatives or agents in

connection with this Agreement and the transactions contemplated hereby and thereby is merely incidental to the Investor’s purchase

of the Purchase Notice Securities. The Company further represents to the Investor that the Company’s decision to enter into this

Agreement has been based solely on the independent evaluation by the Company and its representatives.

Section

4.10 No General Solicitation. Neither the Company, nor any Person acting on its behalf, has engaged in any form of general

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

of the Securities.

Section

4.11 No Integrated Offering. None of the Company, its Affiliates, and any Person acting on 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 for purposes of any applicable stockholder approval provisions, including, without

limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company

are listed or designated, but excluding stockholder consents required to authorize and issue the Securities or waive any anti-dilution

provisions in connection therewith.

Section

4.12 Exempt Offering. Assuming the accuracy of the representations and warranties of the Investor, the offer, issue, and sale

of the Securities hereunder are and will be exempt from the registration and prospectus delivery requirements of the Securities Act,

and are exempt from registration and qualification under the registration, permit, or qualification requirements of all applicable state

securities laws.

Section

4.13 Placement Agent; Other Covered Persons. The Company has not engaged any Person to act as a placement agent, underwriter,

broker, dealer, or finder in connection with the sale of the Securities hereunder. The Company is not aware of any Person that has been

or will be paid (directly or indirectly) remuneration for solicitation of the Investor in connection with the sale of any Securities.

Section

4.14 Registration Statement. At the time of the filing of any Registration Statement or any amendment thereto, and at the

time any such Registration Statement or any amendment thereto becomes effective, the Company shall have no knowledge of any untrue statement

(or alleged untrue statement) of a material fact in such Registration Statement or omission (or alleged omission) of a material fact

required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made,

not misleading, and, at the time any prospectus that is part of such Registration Statement, or any amendment or supplement to such prospectus,

is issued, the Company shall have no knowledge of any untrue statement (or alleged untrue statement) of a material fact in such prospectus,

amendment, or supplement or omission (or alleged omission) of a material fact required to be stated therein or necessary to make the

statements therein, in light of the circumstances under which they were made, not misleading.

ARTICLE

COVENANTS OF INVESTOR

Section

5.1 Short Sales and Confidentiality. During the period from the Execution Date to the end of the Commitment Period, neither

the Investor, nor any Affiliate of the Investor acting on its behalf or pursuant to any understanding with it, shall execute (i) any

“short sale” (as such term is defined in Section 242.200 of Regulation SHO of the Exchange Act) of the Securities or (ii)

hedging transaction which establishes a net short position with respect to the Securities or any other securities of the Company. For

the purposes hereof, and in accordance with Regulation SHO, the sale after delivery of the Purchase Notice of such number of Securities

reasonably expected to be purchased under the Purchase Notice shall not be deemed a short sale. The Investor shall, until such time as

the transactions contemplated by the Transaction Documents are publicly disclosed by the Company in accordance with the terms of the

Transaction Documents, maintain the confidentiality of the existence and terms of this transaction and the information included in the

Transaction Documents

Section

5.2 Compliance with Law; Trading in Securities. The Investor’s trading activities with respect to the Securities shall

be in compliance with all applicable state and federal securities laws and regulations and the rules and regulations of the Principal

Market.

ARTICLE

COVENANTS OF THE COMPANY

Section

6.1 Listing of Shares. The Company shall use its commercially reasonable efforts to continue the listing or quotation and

trading of the Common Shares on the Principal Market (including, without limitation, maintaining sufficient net tangible assets, if required)

and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of

the Principal Market.

Section

6.2 Filing of Report of Current Report. The Company agrees that it shall file a Current Report on Form 8-K, including the

Transaction Documents as exhibits thereto, with the SEC within the time required by the Exchange Act, relating to the execution of the

transactions contemplated by, and describing the material terms and conditions of, the Transaction Documents (the “Current

Report”). The Company shall permit the Investor to review and comment upon the final pre-filing draft version of the Current

Report at least two (2) Business Days prior to its filing with the SEC, and the Company shall give reasonable consideration to all such

comments. The Investor shall use its commercially reasonable efforts to comment upon the final pre-filing draft version of the Current

Report within one (1) Business Day from the date the Investor receives it from the Company.

Section

6.3 Issuance of Commitment Securities. In consideration for the Investor’s execution, delivery, and performance under

this Agreement, the Company shall pay to the Investor a commitment fee (the “Commitment Fee”) equal to one

percent (1%) of the Commitment Amount payable, at the election of the Company, by either (a) within five (5) Business Days from the Effectiveness

Date, issuing and delivering to the Investor (or causing the Transfer Agent to issue and deliver) a number of Common Shares (provided,

however, that, to the extent that the Investor determines, in its sole discretion, that the Investor (together with the Investor’s

Affiliates, and any Person acting as a group together with the Investor or any of the Investor’s Affiliates) would beneficially

own in excess of the Beneficial Ownership Limitation, or as the Investor may otherwise choose, in lieu of Common Shares, to receive Pre-Funded

Warrants in such manner to result in the same number of Common Shares as the Investor would otherwise be eligible to receive) (the “Commitment

Securities”) equal to one percent (1%) of the Commitment Amount in book entry format, or (b) within five (5) Business Days

from the Execution Date, paying one percent (1%) of the Commitment Amount (the “Commitment Payment”) in lawful

money of the United States of America by wire transfer of immediately available funds to such account as the Investor may from time to

time designate by written notice in accordance with the provisions of this Agreement. If the Company elects to issue the Commitment Securities,

the number of shares to be issued as Commitment Securities shall be determined by dividing (x) one percent (1%) of the Commitment Amount

by (y) the average VWAP of the Company’s Common Shares for the five (5) Business Days immediately preceding the Effectiveness Date.

If the Company and the Investor mutually agree in writing to increase the Commitment Amount (the date of such agreement, the “Increase

Date”), the Company will pay to the Investor an additional commitment fee (the “Additional Commitment Fee”)

equal to one percent (1%) of such additional Commitment Amount (the “Additional Commitment Amount”) within

five (5) Business Days from the Increase Date by, at the election of the Company, either (a) issuing and delivering to the Investor (or

causing the Transfer Agent to issue and deliver) a number of Common Shares (provided, however, that, to the extent that the Investor

determines, in its sole discretion, that the Investor (together with the Investor’s Affiliates, and any Person acting as a group

together with the Investor or any of the Investor’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation,

or as the Investor may otherwise choose, in lieu of Common Shares, to receive Pre-Funded Warrants in such manner to result in the same

number of Common Shares as the Investor would otherwise be eligible to recieve) (the “Additional Commitment Securities”)

equal to one percent (1%) of the Additional Commitment Amount in book entry format, or (b) paying one percent (1%) of the Additional

Commitment Amount (the “Additional Commitment Payment”) in lawful money of the United States of America by

wire transfer of immediately available funds to such account as the Investor may from time to time designate by written notice in accordance

with the provisions of this Agreement. If the Company elects to issue the Additional Commitment Securities, the number of shares to be

issued as Additional Commitment Securities shall be determined by dividing (x) one percent (1%) of the Additional Commitment Amount by

(y) the average VWAP of the Company’s Common Shares for the five (5) Business Days immediately preceding the Increase Date.

ARTICLE

VII

REGISTRATION

RIGHTS

Section

7.1 Registration.

(a)

The Company shall, not later than twenty (20) Business Days following the Execution Date, prepare and file or confidentially submit,

at the Company’s option, with the SEC a registration statement on Form S-1, and take all such other actions as are reasonably necessary

to ensure that there is an effective registration statement containing a prospectus that remains current covering (and to qualify under

required U.S. state securities laws, if any) the offer and sale of all Registrable Securities by the Investor on a continuous basis pursuant

to Rule 415 (the “Initial Registration Statement”). The Company shall use commercially reasonable efforts to

cause the SEC to declare the Initial Registration Statement effective as soon as possible thereafter but in any event within 120 days

after the Execution Date, and to remain effective and the prospectus contained therein current until the Investor ceases to hold Registrable

Securities. The Initial Registration Statement shall provide for any method or combination of methods of resale of Registrable Securities

legally available to, and requested by, the Investor, and shall comply with the relevant provisions of the Securities Act and Exchange

Act. The Company shall undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that

the Company shall maintain the effectiveness of the Initial Registration Statement then in effect until such time as a registration statement

on Form S-3 covering the Registrable Securities has been declared effective by the SEC.

(b)

Notwithstanding the registration obligations set forth in Section 7.1(a), if the SEC informs the Company that all of the Registrable

Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration

statement, the Company agrees to promptly inform the Investor and use its commercially reasonable efforts to file amendments to the Initial

Registration Statement or a new registration statement (a “New Registration Statement”) as required by the

SEC, covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-1 or such other form available

to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 7.1(a); provided,

however, that prior to filing such amendment, the Company shall be obligated to use its commercially reasonable efforts to advocate

with the SEC for the registration of all of the Registrable Securities in accordance with the Securities Act, the rules and regulations

promulgated thereunder, publicly-available written or oral guidance of the SEC staff, and any comments, requirements, or requests of

the SEC staff.

(c)

If the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, in accordance with

Section 7.1(b) above, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as possible,

one or more registration statements on Form S-1 or such other form available to register for resale those Registrable Securities that

were not registered for resale on the Initial Registration Statement or the New Registration Statement, as applicalbe and each as amended.

The Initial Registration Statement, a New Registration Statement, and any other registration statements pursuant to which the Company

seeks to register for resale any Registrable Securities shall each be referred to herein as a “Registration Statement”

and collectively as the “Registration Statements.”

(d)

The Investor acknowledges that it will be disclosed as an “underwriter” and a “selling shareholder” in each Registration

Statement and in any prospectus contained therein to the extent required by applicable law.

Section

7.2 Expenses of Registration. All Registration Expenses incurred in connection with registration pursuant to this Article

VII shall be borne by the Company.

Section

7.3 Registration Procedures. In the case of each registration of Registrable Securities effected by the Company pursuant to

this Article VII, the Company will keep the Investor advised in writing as to the initiation of each registration and as to the

completion thereof. At its sole expense, the Company will do the following:

(a)

Prepare each Registration Statement, including all exhibits and financial statements required under the Securities Act to be filed therewith,

and before filing such Registration Statement, any prospectus or any amendments or supplements thereto, furnish to the Investor copies

of all documents prepared to be filed, which documents shall be subject to the review of the Investor and its counsel;

(b)

As soon as reasonably practicable, and in no event later than by the deadline set forth in Section 7.1, file with the SEC the

Registration Statement relating to the Registrable Securities, including all exhibits and financial statements required by the SEC to

be filed therewith, and use its commercially reasonable efforts to cause such Registration Statement(s) to become effective under the

Securities Act as soon as practicable;

(c)

Prepare and file with the SEC such amendments, post-effective amendments, and supplements to such Registration Statement and the prospectus

used in connection with such Registration Statement as may be requested by the Investor or as may be necessary to keep such Registration

Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities

covered by such Registration Statement;

(d)

Notify the Investor, and confirm such notice in writing and provide copies of the relevant documents, as soon as reasonably practicable

after notice thereof is received by the Company (i) when the applicable Registration Statement or any amendment thereto has been filed

or becomes effective, and when the applicable prospectus or any amendment or supplement to such prospectus has been filed, (ii) of any

written comments by the SEC or any request by the SEC or any other federal or state governmental authority for amendments or supplements

to such Registration Statement, prospectus or for additional information (whether before or after the effective date of the Registration

Statement), (iii) of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any order

by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final prospectus or the initiation

or threatening of any proceedings for such purposes, and (iv) of the receipt by the Company of any notification with respect to the suspension

of any Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose;

(e)

Furnish such number of prospectuses, including any preliminary prospectuses, and other documents incident thereto, including any amendment

of or supplement to the prospectus, as the Investor (or its counsel) from time to time may reasonably request;

(f)

Register and qualify the securities covered by such Registration Statement under such other securities or blue sky laws of such jurisdictions

in the United States as shall be reasonably requested by the Investor; provided, that the Company shall not be required in connection

therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or

jurisdictions where it would not otherwise be required to qualify or when it is not then otherwise subject to service of process;

(g)

Notify the Investor with respect to its Registrable Securities covered by such Registration Statement at any time when a prospectus relating

thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included

in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact

required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances

under which they were made, and following such notification promptly prepare and file a post-effective amendment to such Registration

Statement or a supplement to the related prospectus or any document incorporated therein by reference, and file any other required document

that would be incorporated by reference into such Registration Statement and prospectus, so that such Registration Statement does 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 that such prospectus does not contain any untrue statement of a material fact or omit to state

any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under

which they were made, not misleading, and, in the case of a post-effective amendment to a Registration Statement, use its commercially

reasonable efforts to cause it to be declared effective as promptly as is reasonably practicable, and give to the Investor a written

notice of such amendment or supplement, and, upon receipt of such notice, the Investor agrees not to sell any Registrable Securities

pursuant to such Registration Statement until the Investor’s receipt of copies of the supplemented or amended prospectus or until

it receives further written notice from the Company that such sales may re-commence;

(h)

Use its commercially reasonable efforts to prevent, or obtain the withdrawal of, any order suspending the effectiveness of any Registration

Statement (and promptly notify in writing the Investor covered by such Registration Statement of the withdrawal of any such order);

(i)

Provide a transfer agent and registrar for all Registrable Securities registered pursuant to such Registration Statement and a CUSIP

number for all such Registrable Securities, in each case not later than the effective date of such registration;

(j)

If requested, cooperate with the Investor to facilitate the timely preparation and delivery of certificates or establishment of book

entry notations representing Registrable Securities to be sold and not bearing any restrictive legends, including without limitation,

procuring and delivering any opinions of counsel, certificates, or agreements as may be necessary to cause such Registrable Securities

to be so delivered;

(k)

Cause all such Registrable Securities registered hereunder to be listed on each securities exchange or automated quotation system on

which similar securities issued by the Company are then listed;

(l)

Promptly identify to the Investor any underwriter(s) participating in any disposition pursuant to such Registration Statement and any

attorney or accountant or other agent retained by any such underwriter or selected by the Investor, make available for inspection by

the Investor all financial and other records, pertinent corporate documents, and properties of the Company, and cause the Company’s

officers, directors, employees, and independent accountants to supply all information reasonably requested by any such seller, underwriter,

attorney, accountant, or agent, in each case, as necessary or advisable to verify the accuracy of the information in such Registration

Statement and to conduct appropriate due diligence in connection therewith;

(m)

Fully cooperate, and cause each of its principal executive officer, principal financial officer, principal accounting officer, and all

other officers and members of the management to fully cooperate in any offering of Registrable Securities hereunder, which cooperation

shall include, without limitation, assisting with the preparation of any Registration Statement or amendment thereto with respect to

such offering and all other offering materials and related documents, and participation in meetings with underwriters, attorneys, accountants,

and potential stockholders;

(n)

Otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the SEC and make available to

its stockholders an earnings statement (in a form that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 under

the Securities Act or any successor rule thereto) no later than thirty (30) days after the end of the 12-month period beginning with

the first day of the Company’s first full fiscal quarter after the effective date of such Registration Statement, which earnings

statement shall cover said 12-month period, and which requirement will be deemed to be satisfied if the Company timely files complete

and accurate information on Forms 10-K, 10-Q, and 8-K under the Exchange Act and otherwise complies with Rule 158 under the Securities

Act or any successor rule thereto;

(o)

If requested by the Investor, the Company shall as soon as practicable (i) incorporate in a prospectus supplement or post-effective amendment

such information as the Investor reasonably requests to be included therein relating to the sale and distribution of Registrable Securities,

including, without limitation, information with respect to the number of Registrable Securities being offered or sold, the purchase price

being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering; (ii) make all required

filings of such prospectus supplement or post-effective amendment after being notified of the matters to be incorporated in such prospectus

supplement or post-effective amendment; and (iii) supplement or make amendments to any Registration Statement if reasonably requested

by the Investor;

(p)

Take all reasonable action to ensure that any “free writing prospectus” (as defined in the Securities Act) utilized in connection

with any registration covered by Article VII complies in all material respects with the Securities Act, is filed in accordance

with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby

and, when taken together with the related prospectus, will not contain any untrue statement of a material fact or omit to state a material

fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and

(q)

Take all such other reasonable actions as are necessary or advisable in order to expedite or facilitate the disposition of such Registrable

Securities.

Section

7.4 Information by the Investor. The Investor shall furnish to the Company such information regarding the Investor and the

distribution proposed by the Investor as the Company may reasonably request in writing and as shall be reasonably required in connection

with any registration, qualification, or compliance referred to in this Article VII.

Section

7.5 Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the SEC that may

permit the sale of the Securities to the public without registration, the Company agrees to do the following:

(a)

Make and keep adequate current public information with respect to the Company available in accordance with Rule 144 under the Securities

Act;

(b)

File with the SEC in a timely manner all reports and other documents required of the Company under the Exchange Act; and

(c)

So long as the Investor owns any Securities, furnish to the Investor forthwith upon written request a written statement by the Company

as to its compliance with the reporting requirements of Rule 144 and of the Exchange Act, or that it qualifies as registrant whose securities

may be resold pursuant to Form S-3 (at any time after the Company so qualifies), a copy of the most recent annual or quarterly report

of the Company, and such other reports and documents so filed as the Investor may reasonably request in availing itself of any rule or

regulation of the SEC allowing the Investor to sell any such securities without registration. The Company further covenants that it shall

take such further action as the Investor may reasonably request to enable the Investor to sell from time to time Securities held by the

Investor without registration under the Securities Act within the limitation of the exemptions provided by Rule 144, including providing

any legal opinions.

Section

7.6 No Inconsistent Agreements. The Company has not entered, as of the date hereof, nor shall the Company, on or after the

date of this Agreement, enter into any agreement with respect to its securities, that would have the effect of impairing the rights granted

to the Investor or otherwise conflict with the provisions hereof.

ARTICLE

VIII

CONDITIONS TO DELIVERY OF

PURCHASE NOTICE AND CONDITIONS TO CLOSING

Section

8.1 Conditions Precedent to the Obligation of the Company to Issue and Sell Purchase Notice Securities. The obligation of

the Company hereunder to issue and sell the Purchase Notice Securities to the Investor is subject to the satisfaction of each of the

conditions set forth below:

(a)

Accuracy of the Investor’s Representations and Warranties. The representations and warranties of the Investor shall be true

and correct in all material respects as of the Execution Date and as of the date of each Closing as though made at each such time.

(b)

Performance by the Investor. The Investor shall have performed, satisfied, and complied in all respects with all covenants, agreements

and conditions required by this Agreement to be performed, satisfied, or complied with by the Investor at or prior to each Closing.

(c)

Principal Market Regulation. The Company shall have no obligation to issue any Purchase Notice Securities, and the Investor shall

have no right to receive any Purchase Notice Securities, if the issuance of such Purchase Notice Securities would exceed the aggregate

number of Securities which the Company may issue without breaching the Company’s obligations under the rules or regulations of

the Principal Market.

Section

8.2 Conditions Precedent to the Obligation of the Investor to Purchase the Purchase Notice Securities. The obligation of the

Investor hereunder to purchase the Purchase Notice Securities is subject to the satisfaction of each of the following conditions:

(a)

Effective Registration Statement. The Registration Statement, and any amendment or supplement thereto, shall have been declared

effective and shall remain effective for the sale of the Registrable Securities (including reoffers by the Investor, affiliated purchasers,

and selling agents of the Investor) at all times until the Closing with respect to the subject Purchase Notice, the Company shall not

have received notice that the SEC has issued or intends to issue a stop order with respect to such Registration Statement or that the

SEC otherwise has suspended or withdrawn the effectiveness of such Registration Statement, either temporarily or permanently, or intends

or has threatened to do so, and no other suspension of the use of, or withdrawal of the effectiveness of, such Registration Statement,

any prospectus contained therein, or any prospectus supplement thereto shall exist. The Investor shall not have received any notice from

the Company that the prospectus contained in the Registration Statement and/or any prospectus supplement or amendment thereto fails to

meet the requirements of Section 5(b) or Section 10 of the Securities Act.

(b)

Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company shall be true

and correct in all material respects as of the Execution Date and as of the date of each Closing (except for representations and warranties

specifically made as of a particular date).

(c)

Performance by the Company. The Company shall have performed, satisfied, and complied in all material respects with all covenants,

agreements and conditions required by this Agreement to be performed, satisfied, or complied with by the Company at or prior to such

Closing.

(d)

No Injunction. No statute, rule, regulation, executive order, decree, ruling, or injunction shall have been enacted, entered,

promulgated, or adopted by any court or governmental authority of competent jurisdiction that prohibits or directly and materially adversely

affects any of the transactions contemplated by the Transaction Documents, and no proceeding shall have been commenced that may have

the effect of prohibiting or materially adversely affecting any of the transactions contemplated by the Transaction Documents.

(e)

No Suspension of Trading in or Delisting of Shares. The trading of the Common Shares shall not have been suspended by the SEC

or the Principal Market, or otherwise halted for any reason, and the Common Shares shall have been approved for listing or quotation

on, and shall not have been delisted from or no longer quoted on, the Principal Market. In the event of a suspension, delisting, or halting

for any reason, of the trading of the Common Shares as contemplated by this Section 8.2(e) following delivery of a Purchase Notice

and prior to the Closing for the Purchase Notice Securities for such Purchase Notice, the Investor shall, subject to applicable securities

laws, have the right to return to the Company any amount of Purchase Notice Securities that the Investor continues to hold, and the Commitment

Amount with respect to such Purchase Notice Securities, shall be refunded accordingly.

(f)

Beneficial Ownership Limitation. The number of Purchase Notice Securities to be purchased by the Investor at any time under this

Agreement shall not exceed the number of such Common Shares that, when aggregated with all other Common Shares then beneficially owned

(as such term is defined under the Exchange Act) by the Investor, would result in the Investor beneficially owning more than the Beneficial

Ownership Limitation (as defined below), as determined in accordance with Section 13 of the Exchange Act. For purposes of this Section

8.2(f), if the amount of Common Shares outstanding is greater or lesser on a Closing Date than on the date on which the Purchase

Notice associated with such Closing Date is given, the amount of Common Shares outstanding on such Closing Date shall govern for purposes

of determining whether the Investor, when aggregating all purchases of Common Shares made pursuant to this Agreement, would beneficially

own more than the Beneficial Ownership Limitation following a purchase on any such Closing Date. If the Investor claims that compliance

with a Purchase Notice would result in the Investor owning more than the Beneficial Ownership Limitation, upon request of the Company,

the Investor will provide the Company with evidence of the Investor’s then existing Common Shares beneficially owned. The “Beneficial

Ownership Limitation” shall be 9.99% of the number of Common Shares outstanding immediately prior to the issuance of Common

Shares issuable pursuant to a Purchase Notice. To the extent that the Beneficial Ownership Limitation would be exceeded in connection

with a Closing, the number of Securities issuable to the Investor shall be reduced so it does not exceed the Beneficial Ownership Limitation.

Upon mutual written agreement between the Investor and the Company, the Investor may from time to time increase or decrease the Beneficial

Ownership Limitation to any other percentage not in excess of 9.99% as specified in such notice.

(g)

Principal Market Regulation. The Company shall have no right to issue and the Investor shall have no obligation to purchase any

Purchase Notice Securities if the issuance of such shares of Purchase Notice Securities would exceed the aggregate number of Common Shares

(taken together with the issuance of all Commitment Securities) which the Company may issue pursuant to this Agreement without breaching

the Company’s obligations under the rules and regulations of the Principal Market (the number of shares which may be issued without

violating such rules and regulations, including rules related to the aggregate offerings under NASDAQ Listing Rule 5635(d), the “Exchange

Cap”), except that such limitation shall not apply if the Company (1) obtains the approval of its stockholders as required

by the applicable rules and regulations of the Principal Market for issuances of Common Shares in excess of such amount or (2) obtains

a written opinion from outside counsel to the Company that such approval is not required, which opinion shall be reasonably satisfactory

to the Investor. The Exchange Cap shall be appropriately adjusted for any stock dividend, stock split, reverse stock split, or similar

transaction.

(h)

No Knowledge. The Company shall have no knowledge of any event more likely than not to have the effect of causing the effectiveness

of the Registration Statement to be suspended or the prospectus contained in the Registration Statement or any prospectus supplement

thereto failing to meet the requirement of Sections 5(b) or 10 of the Securities Act (which event is more likely than not to occur within

the fifteen (15) Business Days following the Business Day on which such Purchase Notice is deemed delivered).

(i)

DWAC or DRS Eligible. The Securities must be (i) DWAC Eligible or DRS Eligible and (ii) not subject to a “DTC chill.”

(j)

SEC Documents. All reports, schedules, registrations, forms, statements, information and other documents required to have been

filed by the Company with the SEC pursuant to the reporting requirements of the Securities Act and the Exchange Act after the Execution

Date (the “Future SEC Documents”) (1) shall have been filed with the SEC within the applicable time periods

prescribed for such filings under the Exchange Act, and (2) as of their respective dates, such Future SEC Documents complied in all material

respects with the requirements of the Securities Act and the Exchange Act, as applicable, and other federal laws, rules and regulations

applicable to such Future SEC Documents, and none of such Future SEC Documents contain any untrue statement of a material fact or omit

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

under which they were made, not misleading.

(k)

Officer’s Certificate. At each Closing, the Company shall have delivered to the Investor a certificate of an officer of

the Company certifying that the Company has satisfied the conditions set forth in Section 8.2.

ARTICLE

LEGENDS

Section

9.1 No Restrictive Legend. No restrictive stock legend shall be placed on the share certificates representing the Purchase

Notice Securities.

Section

9.2 Investor’s Compliance. Nothing in this Article IX shall affect in any way the Investor’s obligations hereunder

to comply with all applicable securities laws upon the sale of the Securities.

ARTICLE

indemnification

Section

10.1 Indemnification. Each Party (an “Indemnifying Party”) agrees to indemnify and hold harmless

the other Party along with its officers, directors, employees, and authorized agents (an “Indemnified Party”)

from and against any claim or suit by third parties for Damages resulting from or arising out of (i) any misrepresentation, breach of

warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of the Indemnifying Party contained in this

Agreement, (ii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any post-effective

amendment thereof or prospectus contained therein or prospectus supplement thereto, or the omission or alleged omission therefrom of

a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) any untrue statement

or alleged untrue statement of a material fact contained in any preliminary prospectus or contained in the final prospectus (as amended

or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to

state therein any material fact necessary to make the statements made therein, in the light of the circumstances under which the statements

therein were made, not misleading, or (iv) any violation by the Indemnifying Party of the Securities Act, the Exchange Act, any state

securities law or any rule or regulation under the Securities Act, the Exchange Act or any state securities law, as such Damages are

incurred by the Indemnified Party except to the extent that such Damages result primarily from the Indemnified Party’s failure

to perform any covenant or agreement contained in this Agreement or the Indemnified Party’s negligent, recklessness or willful

misconduct; provided, however, that the foregoing indemnity agreement shall not apply to any Damages of the Investor to the extent,

but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission

made by the Company in reliance upon and in conformity with information furnished to the Company by the Investor for use in the Registration

Statement, any post-effective amendment thereof, prospectus contained therein, or prospectus supplement thereto, or any preliminary prospectus

or final prospectus (as amended or supplemented); and provided, further, that in no event shall any indemnity by the Investor under this

Section 10.1 exceed the aggregate Purchase Price paid by the Investor under this Agreement, except in the case of fraud or willful

misconduct by the Investor.

Section

10.2 Indemnification Procedures. Each Indemnified Party shall (i) give notice to the Indemnifying Party promptly after such

Indemnified Party has actual knowledge of any claim as to which indemnity may be sought (provided, that any delay or failure to

so notify the indemnifying party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that

it is actually and materially prejudiced by reason of such delay or failure), and (ii) permit the Indemnifying Party to assume the defense

of such claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense

of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably

withheld), and the Indemnified Party may participate in such defense at such party’s expense unless (w) the Indemnifying Party

has agreed in writing to pay such fees or expenses, (x) the Indemnifying Party shall have failed to assume the defense of such claim

within a reasonable time after receipt of notice of such claim from the Indemnified Party hereunder and employ counsel reasonably satisfactory

to the Indemnified Party, (y) the Indemnified Party has reasonably concluded (based upon advice of its counsel) that there are material

legal defenses available to it or other indemnified parties that are different from or in addition to those available to the Indemnifying

Party, or (z) in the reasonable judgment of any such person (based upon advice of its counsel) a conflict of interest may exist between

such person and the Indemnifying Party with respect to such claims (in which case, if the person notifies the Indemnifying Party in writing

that such person elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the

right to assume the defense of such claim on behalf of such person). No Indemnifying Party, in the defense of any such claim or litigation,

shall, except with the consent of each Indemnified Party (not to be unreasonably withheld, conditioned or delayed), consent to entry

of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff

to such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish

such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be

reasonably required in connection with defense of such claim and litigation resulting therefrom.

Section

10.3 Contribution. If the indemnification provided for in this Article X is held by a court of competent jurisdiction

to be unavailable to an Indemnified Party with respect to any loss, liability, claim, damage, or expense referred to herein, then the

Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by such

Indemnified Party as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the

relative fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other in connection with the statements

or omissions that resulted in such loss, liability, claim, damage, or expense as well as any other relevant equitable considerations.

The relative fault of the Indemnifying Party and of the Indemnified Party shall be determined by reference to, among other things, whether

the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by

the Indemnifying Party or by the Indemnified Party and the parties’ relative intent, knowledge, access to information, and opportunity

to correct or prevent such statement or omission. The Investor will not be required under this Article X to contribute any amount

in excess of the aggregate Purchase Price paid by the Investor under this Agreement, except in the case of fraud or willful misconduct

by the Investor. No person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act)

will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.

Section

10.4 Limitation of Liability. Notwithstanding the foregoing or anything to the contrary herein, no Party shall be entitled

to recover from the other Party for punitive damages, except to the extent actually awarded to a third party.

Section

10.5 Survival. The obligations of the Company and the Investor under this Article X shall survive the completion of

any offering of Registrable Securities in a registration under Article VII and otherwise shall survive the termination of this

Agreement until the expiration of the applicable period of the statute of limitations.

ARTICLE

MISCELLANEOUS

Section

11.1 Force Majeure. No Party shall be liable for any failure to fulfill its obligations hereunder due to causes beyond its

reasonable control, including but not limited to acts of God, epidemic or pandemic, natural disaster, labor disturbances, terrorist attack,

riots or wars, and any action taken, or restrictions or limitations imposed, by government or public authorities.

Section

11.2 Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware

without giving effect to the principles of conflicts or choice of law that would result in the application of the laws of another jurisdiction

other than the State of Delaware.

Section

11.3 Assignment. The Transaction Documents shall be binding upon and inure to the benefit of the Company and the Investor

and their respective successors. Neither any of the Transaction Documents nor any rights of the Investor or the Company hereunder may

be assigned by either Party to any other Person.

Section

11.4 No Third-Party Beneficiaries. This Agreement is intended for the benefit of the Company and the Investor and their respective

successors, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as contemplated in Article

Section

11.5 Termination. This Agreement shall automatically terminate without further action by either Party on the earlier of (i)

the end of the Commitment Period, or (ii) the date that, pursuant to or within the meaning of any Bankruptcy Law, the Company commences

a voluntary case or any Person commences a proceeding against the Company, a Custodian is appointed for the Company or for all or substantially

all of its property, or the Company makes a general assignment for the benefit of its creditors. In addition, the Company may terminate

this Agreement at any time after the Execution Date effective upon at least twenty (20) Business Days’ prior written notice to

the Investor (such notice, a “Company Termination Notice”); provided, however, that (a) any such termination

shall not relieve the Company of its obligations under Articles VI, VII, IX, X, or XI of this Agreement, and (b) if the Company delivers

a Purchase Notice to the Investor following delivery of a Company Termination Notice, then the termination of this Agreement pursuant

to such Company Termination Notice shall be postponed an additional seven (7) Business Days following the applicable Purchase Notice

Date.

Section

11.6 Entire Agreement. The Transaction Documents, together with the exhibits thereto, contain the entire understanding of

the Company and the Investor with respect to the matters covered herein and therein and supersede all prior agreements and understandings,

oral or written, with respect to such matters.

Section

11.7 Fees and Expenses. Except as expressly set forth in the Transaction Documents or any other writing 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 incidental to the negotiation, preparation, execution, delivery, and performance of the Transaction Documents.

Section

11.8 Clearing Costs. The Company shall pay the Clearing Costs associated with each Closing, and any Transfer Agent fees (including

any fees required for same-day processing of any instruction letter delivered by the Company), stamp taxes, and other taxes and duties

levied on the Company in connection with the delivery of any Securities to the Investor.

Section

11.9 Counterparts and Execution. The Transaction Documents may be executed in multiple counterparts, each of which may be

executed by less than all of the Parties, all of which together will constitute one instrument, will be deemed to be an original, and

will be enforceable against the Parties. The Transaction Documents may be delivered to the other Party hereto by email of a copy of the

Transaction Documents bearing the signature of the Party so delivering the Transaction Documents. The Parties agree that this Agreement

shall be considered signed when the signature of a Party is delivered by .PDF, DocuSign or other generally accepted electronic signature.

Such .PDF, DocuSign, or other generally accepted electronic signature shall be treated in all respects as having the same effect as an

original signature. The signatories to this Agreement each represent and warrant that they are duly authorized by the Parties with the

power and authority to bind the Parties to the terms and conditions thereof.

Section

11.10 Severability. If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal,

unenforceable, or void, this Agreement shall continue in full force and effect without said provision; provided that such severability

shall be ineffective if it materially changes the economic benefit of this Agreement to any Party.

Section

11.11 Further Assurances. Each Party shall do and perform, or cause to be done and performed, all such further acts and things,

and shall execute and deliver all such other agreements, certificates, instruments, and documents, as the other Party may reasonably

request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated

hereby.

Section

11.12 Agreement Not to be Construed Against Drafter. The Parties acknowledge that they have had an adequate opportunity to

review each and every provision contained in this Agreement and to submit the same to legal counsel for review and comment. The Parties

agree with each and every provision contained in this Agreement and agree that the rule of construction that a contract be construed

against the drafter, if any, shall not be applied in the interpretation and construction of this Agreement.

Section

11.13 Titles and Subtitles. The titles and subtitles used in this Agreement are used for the convenience of reference and

are not to be considered in construing or interpreting this Agreement.

Section

11.14 Amendments; Waivers. No provision of this Agreement may be amended other than by a written instrument signed by both

Parties hereto and no provision of this Agreement may be waived other than in a written instrument signed by the Party against whom enforcement

of such waiver is sought. No failure or delay in the exercise of any power, right, or privilege hereunder shall operate as a waiver thereof,

nor shall any single or partial exercise of any such power, right, or privilege preclude other or further exercise thereof or of any

other power, right, or privilege.

Section

11.15 Publicity. The Company and the Investor shall consult with each other in issuing any press releases or otherwise making

public statements with respect to the transactions contemplated hereby and no Party shall issue any such press release or otherwise make

any such public statement, other than as required by law or for legal compliance, without the prior written consent of the other Party,

which consent shall not be unreasonably withheld or delayed, except that no prior consent shall be required if such disclosure is required

by law, in which case the disclosing Party shall provide the other Party with prior notice of such public statement. The Investor acknowledges

that the Transaction Documents may be deemed to be “material contracts,” as that term is defined by Item 601(b)(10) of Regulation

S-K, and that the Company may therefore be required to file such documents as exhibits to reports or registration statements filed under

the Securities Act or the Exchange Act. The Investor further agrees that the status of such documents and materials as material contracts

shall be determined solely by the Company, in consultation with its counsel.

Section

11.16 Dispute Resolution.

(a)

Purchase Price, Purchase Notice Limit, or VWAP.

(i)

In the case of a dispute relating to the Purchase Price, Purchase Notice Limitation, or VWAP (as the case may be) (including, without

limitation, a dispute relating to the determination of any of the foregoing), the Company or the Investor (as the case may be) shall

submit the dispute to the other Party via facsimile or electronic mail within five (5) Business Days after the Party learned of the circumstances

giving rise to such dispute. If the Investor and the Company are unable to promptly resolve such dispute relating to such Purchase Price,

Purchase Notice Limit, or VWAP (as the case may be), at any time after the second (2nd) Business Day following such initial notice by

the Company or the Investor (as the case may be) of such dispute to the Company or the Investor (as the case may be), then the Company

and the Investor may select an independent, reputable investment bank as mutually agreed upon to resolve such dispute. If the Parties

cannot agree upon such an investment bank within ten (10) Business Days of the date of the initial notice, the Parties shall resolve

the dispute pursuant to Section 11.16(b).

(ii)

The Investor and the Company shall each deliver to such investment bank (A) a copy of the initial dispute submission so delivered in

accordance with the above and (B) written documentation supporting its position with respect to such dispute, in each case, no later

than 5:00 p.m. (New York time) by the fifth (5th) Business Day immediately following the date on which such investment bank was selected

(the “Dispute Submission Deadline”) (the documents referred to in the immediately preceding clauses (A) and

(B) are collectively referred to herein as the “Required Dispute Documentation”) (it being understood and agreed

that if either the Investor or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline,

then the Party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its

right to) deliver or submit any written documentation or other support to such investment bank with respect to such dispute and such

investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such investment bank

prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Investor or otherwise requested

by such investment bank, neither the Company nor the Investor shall be entitled to deliver or submit any written documentation or other

support to such investment bank in connection with such dispute (other than the Required Dispute Documentation).

(iii)

The Company and the Investor shall cause such investment bank to determine the resolution of such dispute and notify the Company and

the Investor of such resolution no later than ten (10) Business Days immediately following the Dispute Submission Deadline. The fees

and expenses of such investment bank shall be borne by the losing Party, and such investment bank’s resolution of such dispute

shall be final and binding upon all Parties. The terms of this Agreement, each other applicable Transaction Document, and the Required

Dispute Documentation shall serve as the basis for the selected investment bank’s resolution of the applicable dispute, such investment

bank shall be entitled (and is hereby expressly authorized) to make all findings, determinations and the like that such investment bank

determines are required to be made by such investment bank in connection with its resolution of such dispute and in resolving such dispute

such investment bank shall apply such findings, determinations and the like to the terms of this Agreement and any other applicable Transaction

Documents.

(iv)

Both the Company and the Investor expressly acknowledge and agree that (i) this Section 11.16(a) constitutes an agreement to arbitrate

between the Company and the Investor (and constitutes an arbitration agreement) under § 5701, et seq. of the Delaware Code Title

10 with respect to the dispute described in Section 11.16(a)(i) and that both the Company and the Investor are authorized to apply

for an order to compel arbitration pursuant to Delaware Code Title 10 § 5703 in order to compel compliance with this Section

11.16(a).

(b)

Jurisdiction. Subject to Section 11.16(a), each party hereby irrevocably submits that any dispute, controversy, or claim

arising out of or relating to this Agreement or any Transaction Document (including whether any such dispute is arbitrable), shall be

submitted to the exclusive jurisdiction of the Chancery Court of the State of Delaware and the United States District Court for the District

of Delaware. Each party hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not

personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or

that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents

to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices

to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing

contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY

WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION

HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. The Company and the Investor agree that all dispute

resolution proceedings in accordance with this Section 11.16 may be conducted in a virtual setting.

Section

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

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

with charges prepaid for next Business Day delivery, or (c) transmitted by hand delivery, or email as a PDF (with read receipt or a written

confirmation of delivery or receipt), addressed as set forth below or to such other address as such Party shall have specified most recently

by written notice given in accordance herewith. Any notice or other communication required or permitted to be given hereunder shall be

deemed effective upon hand delivery or delivery by email at the address designated below (if delivered on a Business Day during normal

business hours where such notice is to be received), or the first Business Day following such delivery (if delivered other than on a

Business Day during normal business hours where such notice is to be received).

The

addresses for such communications shall be:

to the Company:

Address:

5582 Broadcast Court, Sarasota, FL 34240

Attention:

Steven Shum, CEO

Telephone:

(978) 878-9505

E-mail:

sshum@invofertility.com

to the Investor:

Address:

601 Brickell Key Dr., Suite 700, Miami, FL 33131

Telephone:

(917) 793-1173

E-mail:

operations@alumnicapital.com

Either

Party hereto may from time to time change its address or email for notices under this clause by giving prior written notice of such changed

address to the other party hereto.

WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed by their respective officers thereunto duly authorized

as of the Execution Date.

INVO FERTILITY, INC.

By:

/s/ Steven Shum

Name:

Steven Shum

Title:

Chief Executive Officer

Date:

July 24, 2026

ALUMNI CAPITAL LP

By:

ALUMNI CAPITAL GP LLC

By:

/s/ Ashkan Mapar

Name:

Ashkan Mapar

Title:

Manager

Date:

July 24, 2026

EXHIBIT

FORM

OF PURCHASE NOTICE

TO:

ALUMNI CAPITAL LP

refer to the Any Market Purchase Agreement, dated as of July 24, 2026 entered into by and between INVO Fertility, Inc. and you (the “Agreement”).

Capitalized terms defined in the Agreement shall, unless otherwise defined herein, have the same meaning when used herein.

hereby certify that, as of the date hereof, the conditions set forth in Article VIII of the Agreement are satisfied, and we hereby

elect to exercise our right pursuant to the Agreement to require you to purchase ___________ Purchase Notice Securities. Attached is

an Officer’s Certificate pursuant to Section 8.2(j) of the Agreement.

[ ]

Purchase Price Option 1. The Company acknowledges and agrees that the amount of Purchase Notice Securities shall not exceed the Purchase

Notice Limitation applicable to such Purchase Notice or the Beneficial Ownership Limitation. To the extent the Beneficial Ownership Limitation

has been exceeded, you are requested to advise the Company promptly. Such notice to the Company shall state the reduced amount of Purchase

Notice Securities to sold hereby that shall not exceed the Beneficial Ownership Limitation.

[ ]

Purchase Price Option 2. The Company acknowledges and agrees that the amount of Purchase Notice Securities shall not exceed the Purchase

Notice Limitation applicable to such Purchase Notice or the Beneficial Ownership Limitation. To the extent the Beneficial Ownership Limitation

has been exceeded, you are requested to advise the Company promptly. Such notice to the Company shall state the reduced amount of Purchase

Notice Securities to sold hereby that shall not exceed the Beneficial Ownership Limitation.

[ ]

Purchase Price Option 3. The Company acknowledges and agrees that the amount of Purchase Notice Securities shall not exceed the Purchase

Notice Limitation applicable to such Purchase Notice or the Beneficial Ownership Limitation. To the extent the Beneficial Ownership Limitation

has been exceeded, you are requested to advise the Company promptly. Such notice to the Company shall state the reduced amount of Purchase

Notice Securities to sold hereby that shall not exceed the Beneficial Ownership Limitation.

The

Company’s wire instructions are as follows:

[Insert

Wire Instructions]

INVO FERTILITY, INC.

By:

Name:

[●]

Title:

[●]

Date:

_________, 20__

Acknowledged, received and agreed by:

ALUMNI CAPITAL LP

By:

ALUMNI CAPITAL GP LLC

By:

Name:

Ashkan Mapar

Title:

Manager

Date:

_________, 20__

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Jul. 23, 2026

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