Form 8-K

8-K — CID Holdco, Inc.

Accession: 0001213900-26-080208

Filed: 2026-07-22

Period: 2026-07-22

CIK: 0002033770

SIC: 7373 (SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Material Modifications to Rights of Security Holders

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

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

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0298826-8k_cidhold.htm (Primary)

EX-10.1 — SECURITIES PURCHASE AGREEMENT DATED AS OF JULY 22, 2026 BY AND BETWEEN THE COMPANY AND EACH OF THE PURCHASERS IDENTIFIED ON ANNEX A THERETO (ea029882601ex10-1.htm)

EX-99.1 — PRESS RELEASE DATED JULY 22, 2026 (ea029882601ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

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

Date

of Report (Date of earliest event reported): July 22, 2026

CID HoldCo, Inc.

(Exact

name of Registrant as Specified in its Charter)

Delaware

001-42711

99-2578850

(State

or Other Jurisdiction

Incorporation)

(Commission

File Number)

(IRS

Employer

Identification

No.)

5661 S Cameron St, Suite 100,

Las Vegas, Nevada

89118

(Address of Principal Executive

Offices)

(Zip Code)

(303)-332-4122

(Registrant’s

telephone number, including area code)

(Former

Name or Former Address, if Changed Since Last Report)

Check

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

any of the following provisions:

☐

Written communications

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

☒

Soliciting

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

☐

Pre-commencement

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

☐

Pre-commencement

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

Securities

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

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common Stock, par value of $0.0001 per share

DAIC

The Nasdaq Stock Market

LLC

Warrants, each exercisable for one share of Common Stock at an exercise price of $287.50 per share*

DAICW

The Nasdaq Stock Market

LLC

* Reflects

giving effect to the reverse stock split as of 4:01 p.m. Eastern Time on May 29, 2026 as described in the 8-K filed by CID HoldCo, Inc.

with the Securities and Exchange Commission on May 28, 2026.

Indicate

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

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

Emerging

growth company ☒

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

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

Item 1.01. Entry into a Material

Definitive Agreement.

Securities

Purchase Agreement

July 22, 2026, CID HoldCo, Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the

“Purchase Agreement”) with certain investors (collectively, the “Investors”), pursuant to which the Company agreed

to issue and sell, and the Investors agreed to purchase, for an aggregate purchase price of $6,000,000, (i) 400,000 shares of the Company’s

Series AA Convertible Non-Redeemable Preferred Stock, par value $0.0001 per share (“Series AA Preferred Stock”) for an aggregate

purchase price of $2,000,000 (the “Series AA Purchase Price”), and (ii) 800,000 shares of the Company’s Series B Convertible

Preferred Stock, par value $0.0001 per share (“Series B Preferred Stock”) for an aggregate purchase price of $4,000,000 (the

“Series B Purchase Price”).

connection with the Purchase Agreement, the Company has authorized, or agreed to authorize, the following three new series of preferred

stock: (i) the Series AA Preferred Stock, (ii) the Series AAA Convertible Non-Redeemable Preferred Stock (“Series AAA Preferred

Stock”), and (iii) the Series B Preferred Stock (together with the Series AA Preferred Stock and Series AAA Preferred Stock, the

“Preferred Stock”) pursuant to separate Certificates of Designation (collectively, the “Certificates of Designation”)

to be filed with the Secretary of State of the State of Delaware on or prior to the date of the Series AA Closing (as defined below)

or Series B Closing (as defined below), as applicable. The Certificates of Designation set forth the rights, preferences and privileges

of the Preferred Stock, including conversion rights, dividend rights, liquidation preferences, voting and director designation rights,

and anti-dilution and other adjustment provisions. As discussed in more detail under Item 5.03 of this Current Report on Form 8-K (this

“Form 8-K”), the Series B Preferred Stock is convertible into shares of Series AAA Preferred Stock, subject to receipt of

applicable stockholder approval, and each of the Series AA Preferred Stock and the Series AAA Preferred Stock are convertible into shares

of common stock of the Company, par value $0.0001 per share (the “Common Stock,” and such shares of Common Stock issuable

upon conversion of the Preferred Stock, the “Conversion Shares”). Additionally, as discussed further under Item 5.03 of this

Form 8-K, the holders of a majority of the Series AA Preferred Stock will have the right to designate a single nominee to the Company’s

Board of Directors upon the Series AA Closing and, upon the issuance of shares of Series AAA Preferred Stock upon conversion of shares

of Series B Preferred Stock, the holders of a majority of the Series AAA Preferred Stock will have the right to designate a majority

of the then-current members of the Board of Directors of the Company (which will include the director designated by the holders of the

Series AA Preferred Stock), and in any event no less than three (3) additional individuals (the date that such majority appointment becomes

effective, the “Board Transition Date”). The description of the Certificates of Designation and the terms of each of the

Series AA Preferred Stock, Series B Preferred Stock and Series AAA Preferred Stock are more fully described under Item 5.03 of this Current

Report on Form 8-K and are incorporated herein by reference.

Pursuant

to the Purchase Agreement, the closing of the sale of the Series AA Preferred Stock (the “Series AA Closing”) is expected

to occur on the next trading day (or such other date as mutually agreed by the parties) following satisfaction or waiver of the conditions

to closing set forth in the Purchase Agreement (the “Series AA Closing Date”), at which time the Investors will pay the Series

AA Purchase Price in cash to the Company in consideration for the Series AA Preferred Stock.

The closing of the sale of the Series B Preferred Stock (the “Series B Closing”) is expected to occur on the next trading

day (or such other date as mutually agreed by the parties) following satisfaction or waiver of the conditions to closing set forth in

the Purchase Agreement (the “Series B Closing Date”), at which time the Investors will pay the Series B Purchase Price in

cash in consideration for the Series B Preferred Stock, which Series B Purchase Price will be deposited into and held in a segregated

bank account (the “Restricted Account”) established pursuant to a restricted account agreement (the “Restricted Account

Agreement”). No funds may be released from the Restricted Account until the Board Transition Date except as follows: (i) $1,000,000 will be released

within one (1) Business Day after the resale registration statement registering the Conversion Shares is declared effective by the U.S.

Securities and Exchange Commission (the “Commission”); (ii) $2,000,000 shall be released within one (1) Business Day after

the Company’s receipt of the stockholder approval required under the terms of the Purchase Agreement; and (iii) $1,000,000 shall

be released if and when, in addition to satisfaction of the prior two release conditions, the following conditions are also satisfied

or waived in writing by the lead investor: (A) the closing price of the Common Stock on the principal Trading Market has been at or above

$4.00 per share for not less than five (5) consecutive Trading Days immediately preceding the proposed release date; and (B) the average

daily trading volume of the Common Stock on the principal Trading Market has been at least 300,000 shares per Trading Day over the thirty

(30) Trading Days immediately preceding the proposed release date. Upon the occurrence of a Restricted Account Trigger Event (as herein

defined), the lead Investor is entitled to designate a majority of the Board of Directors and to assume sole signatory authority over

the Restricted Account, and the lead Investor may elect to have the Company redeem all outstanding Series B Preferred Stock at the Stated

Value, payable from the Restricted Account. A Restricted Account Trigger Event is the occurrence of any of the following: (i) any release

of funds from the Restricted Account without satisfaction of the applicable Restricted Account Release Conditions (or written waiver

by the lead Investor) prior to Stockholder Approval (for the avoidance of doubt, any release of funds from the Restricted Account by

instruction of Mr. Daiss in violation of his duties under the Employment Agreement (as herein defined) shall not be a Restricted Account

Trigger Event); or (ii) any other material breach by the Company of its obligations under Article IV of the Purchase Agreement or the

Restricted Account Agreement prior to the Board Transition Date that is solely within the Company’s control (without any control

or contribution by Mr. Daiss) and for which any investor is not otherwise entitled to monetary damages under the Purchase Agreement or

any of the other documents entered into in connection with the Purchase Agreement and remains uncured for five (5) business days following

written notice from such investor.

The

Purchase Agreement includes customary representations and warranties of the Company and the Investors, and covenants and agreements of

the parties, including, among other things, (i) the Company’s agreement to obtain stockholder approval (“Stockholder Approval”)

for the issuance of the Conversion Shares, as required by the rules and regulations of the applicable trading market and applicable law,

(ii) the Company’s agreement to file and cause to become effective a registration statement covering the resale of the Conversion

Shares pursuant to a separate Registration Rights Agreement described below, (iii) limitations on the Company’s ability, prior

to the Board Transition Date to issue additional equity or debt securities (subject to specified exceptions, including permitted draws

under an existing equity line of credit), incur additional indebtedness, amend its organizational documents, or release funds from a

restricted account established for the benefit of the Investors, in each case without the lead Investor’s consent, and (iv) standstill,

integration and use of proceeds covenants. The Purchase Agreement also provides the Investors with certain participation rights with

respect to future offerings of the Company’s securities conducted during a specified “Participation Period,” including

the right to purchase up to 25% of the total amount of new securities offered for sale in such offerings, subject to the terms and conditions

set forth therein.

The

Purchase Agreement contains customary closing conditions, including (i) the accuracy, in all material respects (or in all respects to

the extent so qualified), of the parties’ representations and warranties as of the applicable closing date, (ii) compliance in

all material respects with the parties’ covenants and obligations to be performed at or prior to the applicable closing, (iii)

the absence of any judgment, order or legal proceeding enjoining or preventing the consummation of the transactions contemplated by the

Purchase Agreement, (iv) the filing of the applicable Certificates of Designation with the Secretary of State of the State of Delaware

and delivery of evidence thereof, (v) the execution and delivery of the ancillary agreements described below, (vi) the absence of any

suspension of trading or delisting (or threatened delisting) of the Company’s Common Stock by the applicable trading market, and

(vii) the absence of any “Material Adverse Effect” (as defined in the Purchase Agreement) with respect to the Company and

its subsidiaries, subject to specified exceptions.

The

Purchase Agreement includes additional covenants relating to, among other things, (i) the Company’s agreement to file and submit

to its stockholders a proxy statement on Schedule 14A seeking the Stockholder Approval, including approval of the issuance of the Conversion

Shares, approval of a reverse stock split within a specified range, the election of the director nominees specified by the lead Investor

to the Company’s Board of Directors, and, if applicable, approval of a contemplated asset sale transaction, (ii) the establishment

and delegation of authority to a special committee of the Board of Directors (the “Special Committee”) to evaluate, negotiate

and determine whether to proceed with a proposed sale of certain operating assets of the Company (the “Asset Sale”), which

Special Committee shall retain sole discretion over the evaluation, negotiation and consummation of the Asset Sale until the earlier

of the closing of the Asset Sale and any dividend or distribution in respect thereof or the 120-day anniversary of the Agreement Date,

(iii) the authorization of a contingent value right, special dividend, or other equivalent mechanism in respect of the net proceeds resulting

from the consummation of any sale or other disposition (whether by Asset Sale, stock sale, merger, or other business combination) of

any operating entity acquired or established by the Company (or its successor) within two (2) years of the Series B Closing Date to the

Company’s stockholders determined as of the date of the special meeting (excluding the Investors and their affiliates), and (iv)

the timing and scope of the Special Committee’s authority, including an “Alternative Sale Period” of thirty (30) days

during which the Special Committee may pursue alternative sale transactions if the contemplated Asset Sale is not consummated or reduced

to a definitive agreement within specified time periods. The Purchase Agreement clarifies that the Asset Sale is a separate and independent

transaction from the issuance and sale of the Preferred Stock and will not be integrated with the issuance of the Securities for purposes

of the Securities Act, applicable trading market rules or other securities laws.

The

Purchase Agreement further provides that, during a specified “Standstill” period (from the Agreement Date through the “Board

Transition Date” and, with respect to certain restrictions, for so long as the Investors hold any Closing Shares), the Company

may not, without the lead investor’s consent, issue or sell additional equity or debt securities (subject to specified exceptions,

including an existing equity line of credit and exempt issuances), incur additional indebtedness, or enter into commitments to do so,

and may not change the size of its Board of Directors, fill any vacancy in the Board of Directors (except as provided in the Purchase

Agreement), change the nature of its operations beyond what is contemplated by the Purchase Agreement and the Asset Sale, amend its certificate

of incorporation or bylaws (except as provided in the Purchase Agreement), or release funds from the Restricted Account except in strict

compliance with the Purchase Agreement and the Restricted Account Agreement.

The

Purchase Agreement is attached to this Current Report on Form 8-K to provide investors with information regarding its terms. The Purchase

Agreement is not intended to provide any other factual information about the Company, its subsidiaries or the Investors or any of their

respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Purchase Agreement were made only

for purposes of the Purchase Agreement as of the specific dates set forth therein, were solely for the benefit of the parties thereto,

may be subject to important qualifications and limitations agreed upon by the parties for the purposes of allocating contractual risk

among such parties instead of establishing these matters as facts and may be subject to standards of materiality applicable to such contracting

parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or

any descriptions thereof as characterizations of the actual state of facts or condition of the parties or any of their respective subsidiaries

or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of

the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

Additionally,

the Purchase Agreement and the transactions contemplated thereby are part of the Company’s plans to remediate and regain compliance

with the previously disclosed deficiencies in Nasdaq’s continued listing requirements to maintain a minimum market value of listed

securities (or “MVLS”) of $50,000,000 and maintain a minimum market value of publicly held shares (or “MVPHS”)

of $15.0 million within the applicable compliance dates.

connection with the Purchase Agreement and as conditions to the Series AA Closing, the Company agreed to enter into the following additional

definitive agreements:

Registration

Rights Agreement

Concurrently

with the Series AA Closing, the Company will enter into a Registration Rights Agreement (the “Registration Rights Agreement”)

with the Investors. Under the Registration Rights Agreement, the Company agrees, among other things, (i) to promptly following the Series

AA Closing Date, and in any event within 30 days thereafter (the “Filing Deadline”), to file with the Commission a registration

statement on Form S-1 or Form S-3, as applicable (the “Registration Statement”), covering the resale of all Conversion Shares

and any other securities constituting “Registrable Securities” as defined in the Purchase Agreement and the Registration

Rights Agreement, subject to Commission limitations on Rule 415 shelf registrations and related “cutback” provisions, and

(ii) to use commercially reasonable efforts to cause the Registration Statement to be declared effective as soon as reasonably practicable

after filing and following receipt of Stockholder Approval, and in any event by specified deadlines, subject to certain tolling provisions

related to stale financial statements and the preparation of required pro forma and other financial information in connection with certain

transactions. The Registration Rights Agreement contains customary provisions

relating to registration procedures, expenses, the Company’s obligations to maintain current public information to permit resales

under Rule 144, the Investors’ information and cooperation obligations, restrictions on the Company’s ability to file other

registration statements prior to the effectiveness of the initial Registration Statement (subject to certain exceptions for Form S-8,

existing registration statements, and exempt issuances), certain liquidated damages for the Company’s noncompliance with certain

covenants under the Registration Rights Agreement and the Company’s and Investors’ respective indemnification obligations,

including contribution provisions, in connection with any registered resale of the Registrable Securities.

Voting

Agreement

Concurrently

with the Series AA Closing, the Company will enter into a Voting Agreement (the “Voting Agreement”) with certain of the Company’s

stockholders listed on Exhibit A thereto (each, a “Stockholder”).

Under the Voting Agreement, each Stockholder agrees, during the period commencing on the date of the Voting Agreement and ending on the

earlier of (i) the receipt of Stockholder Approval and (ii) the termination of the Purchase Agreement in accordance with its terms (the

“Expiration Time”), to appear in person or by proxy at, or otherwise cause its shares of Common Stock (the “Shares”)

to be counted as present for purposes of establishing a quorum at, the Company’s stockholders’ meeting (or any adjournments

or postponements thereof) held to consider the proposals subject to Stockholder Approval (the “Stockholders Meeting”), and

to vote (or execute and return written consents), or cause to be voted, all of its Shares in favor of the proposals for Stockholder Approval

contemplated by the Purchase Agreement and against any action that would reasonably be expected to impede, interfere with, frustrate,

delay or postpone the Stockholder Approval, result in a material breach of the Company’s obligations under the Purchase Agreement,

or result in a material breach of such Stockholder’s obligations under the Voting Agreement.

The Voting Agreement contains customary representations and warranties by the Stockholders, restrictions on the Stockholders’ transfer

of their shares (subject to certain exceptions), provides for termination upon the Company’s receipt of Stockholder Approval or

upon the written agreement of the Company, the lead Investor and Stockholders holding at least a majority of the Shares, and includes

customary provisions regarding amendments, assignment, counterparts, severability, governing law and enforcement, including specific

performance.

Employment

Agreement

Concurrently

with the Series AA Closing, the Company will enter into an Employment Agreement (the “Employment Agreement”) with Ryan Daiss,

substantially in the form attached as an exhibit to the Purchase Agreement. The description of the Employment Agreement set forth in

Item 5.02 of this Form 8-K is incorporated herein by reference.

copy of the Purchase Agreement is attached hereto and incorporated herein by reference as Exhibit 10.1, the forms of the Certificates

of Designation of the Series AA Preferred Stock, the Series AAA Preferred Stock and the Series B Preferred Stock are attached hereto

and incorporated by reference to Exhibits A, B and C, respectively, of the Purchase Agreement, the form of Registration Rights Agreement

is attached hereto and incorporated by reference to Exhibit E to the Purchase Agreement, the form of Voting Agreement is attached hereto

and incorporated by reference to Exhibit F to the Purchase Agreement, and the form of Employment Agreement is attached hereto and incorporated

herein by reference to Exhibit G to the Purchase Agreement.

Item

3.02. Unregistered Sales of Equity Securities.

The

disclosure required by this Item and included in Item 1.01, Item 5.02 and Item 5.03 of this Current Report is incorporated herein by

reference. The shares of Series AA Preferred Stock, the Series B Preferred Stock, and the Series AAA Preferred Stock issuable upon conversion

of the Series B Preferred Stock will be, and in the case of the Series AA Preferred Stock and Series AAA Preferred Stock, including the

shares of Common Stock issuable upon conversion thereof, sold without registration under the Securities Act of 1933, as amended (the

“Securities Act”), in reliance on the exemption provided by Section 4(a)(2) or Rule 506 of Regulation D promulgated thereunder

as a transaction by an issuer not involving any public offering.

Item

3.03. Material Modifications to Rights of Security Holders.

The

disclosure required by this Item and included in Item 1.01 and Item 5.03 of this Current Report is incorporated herein by reference.

Item

5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

Appointment

of Director

accordance with the Purchase Agreement, the Nominating & Corporate Governance Committee has evaluated the qualifications and independence

of Joseph Risico and recommended the Board to appoint Mr. Risico to fill the existing vacancy in Class I of the Company’s Board

of Directors promptly following the Series AA Closing.

Joseph

Risico, 52, previously served as Co-Chief Executive Officer and board director of Aterian, Inc. (formerly known as Mohawk Group

Holdings, Inc.) from July 2023 until June 2024. Prior to being appointed as Co-Chief Executive Officer, Mr. Risico served as chief legal officer

of Aterian, Inc. from February 2018 until June 2024 and Head of M&A from July 2021 until July 2023. Prior to that, Mr. Risico

held a number of legal and business positions including at AutoModality, Inc., a UAV flight control software company, where he served

as chief operating officer and general counsel from February 2017 to February 2018, Ecovative Design LLC, a

biomaterials company, where he served as general counsel and head of business development from August 2011 to

February 2017, and 3M Company, where he served as the general counsel of 3M’s corporate ventures business from May

2010 to July 2011. Mr. Risico started his legal career as a corporate associate at the law firm of Cravath, Swaine & Moore

LLP from August 2001 to June 2006. Mr. Risico holds a B.A. from New York University with concentrations in accounting and economics

and a J.D. from Columbia Law School. Mr. Risico also holds a CPA (not active).

Post-Closing

Appointment of President

accordance with the Purchase Agreement, the Company agreed to appoint Ryan Daiss as the President of the Company promptly following the

Series AA Closing. The Nominating & Corporate Governance Committee has evaluated the qualifications of Mr. Daiss and recommended

the Board to appoint Mr. Daiss as the President of the Company promptly following the Series AA Closing.

Ryan

Daiss, 32, has served as Managing Partner at RAD Capital since May 2024. Prior to that, Mr. Daiss served as senior analyst at

Yorkville Advisors from May 2023 to April 2024, at Viking Global Investors as an investment data analyst from January 2022 through April

2023 and in valuation, private investments, from June 2018 to January 2022 and at KPMG as an associate from August 2017 to June 2018.

Mr. Daiss holds a B.S. in Accounting from Salisbury University and a Master of Science in Business Analytics from Fairfield University.

Upon

the appointment of Mr. Daiss as President, the Company and Mr. Daiss will enter into the Employment Agreement. Under the Employment Agreement,

Mr. Daiss will serve as President of SEE ID HOLDING Corp., a wholly-owned subsidiary of the Company, for an initial term of three years,

with automatic one-year renewal terms thereafter unless either party provides timely notice of non-renewal, subject to earlier termination

in accordance with the Employment Agreement. The Employment Agreement sets forth Mr. Daiss’ duties, compensation and benefits,

including base salary, an annual performance bonus opportunity (the “Target Bonus”), participation in employee benefit plans,

reimbursement of business expenses, and eligibility for equity-based compensation. Except as required by law, no compensation benefits

or equity awards are payable to Mr. Daiss under the Employment Agreement until receipt of Stockholder Approval under the Purchase Agreement

and such payments made to Mr. Daiss as required by law will be reimbursed to the Company by the lead investor.

The

Employment Agreement includes an Executive Performance Equity Program pursuant to which Mr. Daiss is eligible to earn specified performance

awards of Company Common Stock upon achievement of defined performance milestones related to Enterprise Value, Adjusted EBITDA and the

consummation of specified strategic transactions, including a qualifying fundamental transaction. The performance awards will be automatically

granted, earned and fully vested upon the Board’s good faith determination that the applicable performance milestone has been achieved,

based on objective evidence and subject to any required stockholder or regulatory approvals. Once earned and vested, performance awards

are non-forfeitable except as required by applicable law or under any clawback policy adopted by the Company.

The

Employment Agreement provides that, if Mr. Daiss’ employment is terminated by the Company without “Cause” or by him

for “Good Reason” (each as defined therein), Mr. Daiss is entitled to specified severance benefits, including continued base

salary payments for 18 months, a prorated bonus, continued health and welfare benefits for 18 months, immediate vesting of Mr. Daiss’

initial restricted stock award, and continued eligibility, for 12 months following termination, to earn Performance Awards to the extent

the applicable Performance Milestones are achieved and are materially attributable to initiatives substantially led by Mr. Daiss prior

to termination. If Mr. Daiss’ employment is terminated by the Company without Cause or by Mr. Daiss for Good Reason within 12 months

following a “Change of Control” (as defined in the Employment Agreement), Mr. Daiss is entitled to enhanced severance benefits,

including 24 months of continued base salary, a cash payment of two times the Target Bonus (or two times the actual annual bonus calculated

as provided therein), payment of any earned but unpaid annual bonuses, immediate vesting of the initial restricted stock award, immediate

vesting of all earned Performance Awards and specified Performance Awards that become earned as a result of the Change of Control, and

continued health and welfare benefits for 24 months, in each case subject to Mr. Daiss’ execution and non-revocation of a customary

release of claims.

The

Employment Agreement also contains customary restrictive covenants, including obligations relating to confidentiality, proprietary information,

return of Company property, assignment of intellectual property rights, non-solicitation of Company employees and customers during employment

and for 12 months thereafter, and specified limitations on other business activities. The Company agrees to maintain directors’

and officers’ liability insurance covering Mr. Daiss on terms substantially comparable to those maintained for other senior executive

officers and to indemnify and advance expenses to Mr. Daiss to the fullest extent permitted by applicable law and the Company’s

governing documents. The Employment Agreement includes provisions addressing Section 409A and Section 280G of the Internal Revenue Code,

mitigation, clawback requirements, governing law, dispute resolution and other customary terms.

Item

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

The

Certificates of Designation for the Series AA Preferred Stock will be filed at or prior to the date of the Series AA Closing, and the

Certificates of Designation for the Series B Preferred Stock and the Series AAA Preferred Stock will be filed with the Secretary of State

of the State of Delaware upon the date of the Series B Closing.

Certificate

of Designation for the Series AA Preferred Stock

Under

the Certificate of Designation for the Series AA Preferred Stock, the Series AA Preferred Stock is convertible into shares of Common

Stock at a conversion price of $1.00 and subject to adjustment for certain dilutive events, stock splits, stock dividends, combinations,

recapitalizations and similar transactions. The Series AA Preferred Stock is non-redeemable, ranks as to dividends and liquidation as

specified therein, and provides that any shares of Series AA Preferred Stock converted, redeemed, purchased or otherwise acquired by

the Company shall be retired, canceled and revert to authorized but unissued preferred stock. The Series AA Certificate of Designation

includes, among other provisions, (i) a “Floor Price,” defined as a price equal to 20% of the “Minimum Price”

as defined in Nasdaq Listing Rule 5635 as of the date of the Purchase Agreement (subject to adjustment, but may never be less than $0.50

per share), (ii) a “Maximum Number of Conversion Shares,” which is set at 4,000,000 shares of Common Stock, subject to adjustment

for stock splits and similar events, and (iii) non-voting status except as required by applicable law or as expressly provided in the

Certificate of Designation.

Effective

as of and from the date of initial issuance of the Series AA Preferred Stock, and for so long as the Investors (or their affiliates or

permitted assignees) collectively hold at least 15% of the total shares of Series AA Preferred Stock issued at the Series AA Closing

Date, the holders holding a majority of the then outstanding shares of Series AA Preferred Stock have the right, but not the obligation,

to designate a single nominee to the Company’s Board of Directors (the “Initial Investor Designee”) to be appointed

to the Board of Directors. The Company is required to take all necessary action to cause the Initial Investor Designee to be appointed

to the Board of Directors promptly following the filing of the Certificate of Designation, including increasing the size of the Board

of Directors or seeking the resignation of existing directors as necessary to create the requisite vacancies. The Initial Investor Designee

appointment is subject to a determination as to his or her qualifications, and must satisfy applicable “independence” requirements

and other requirements applicable to members of the audit committee and compensation committee under the listing rules of The Nasdaq

Stock Market LLC and federal securities laws. The holders have the right to withdraw, recall, and replace the Initial Investor Designee

at any time, in their sole discretion. The Series AA Preferred Stock board designation rights terminate when the holders collectively

hold less than 15% of the total shares of Series AA Preferred Stock issued at the Series AA Closing Date.

Certificate

of Designation for the Series B Preferred Stock

Under

the Certificate of Designation for the Series B Preferred Stock, the Series B Preferred Stock is non-voting except as required by applicable

law or as provided in the Certificate of Designation for the Series B Preferred Stock and is solely convertible into shares of Series

AAA Preferred Stock on a dollar-for-dollar basis, subject to the receipt of stockholder approval and the satisfaction of the conditions

in the Purchase Agreement. Upon the occurrence of a Restricted Account Trigger Event (as discussed above under Item 1.01 of this Form

8-K), the holders of Series B Preferred Stock are immediately entitled to designate such number of directors as shall constitute a majority

of the then-current members of the Board of Directors, and in any event no less than three (3) individuals (collectively, the “Trigger

Event Designees”). The holders must designate a sufficient number of Trigger Event Designees to satisfy applicable independence

and committee requirements under the listing rules of the Trading Market and federal securities laws. Additionally, upon a Restricted

Account Trigger Event, the lead Investor assumes sole signatory authority over the Restricted Account, and the requisite holders may

elect to have the Company redeem all outstanding Series B Preferred Stock at the Stated Value.

The Certificate of Designation for the Series B Preferred Stock also sets forth terms relating to dividends, liquidation preferences,

redemption, conversion procedures, restricted account mechanics and other rights and priorities of the Series B Preferred Stock.

Certificate

of Designation for the Series AAA Preferred Stock

Under

the Certificate of Designation for the Series AAA Preferred Stock, the Series AAA Preferred Stock is convertible into Common Stock at

a conversion price of $0.0901185708 per share, subject to adjustment for certain events.

The Certificate of Designation for the Series AAA Preferred Stock includes definitions and provisions relating to, among other things,

a “Beneficial Ownership Limitation,” a “Maximum Number of Conversion Shares” (equal, until receipt of stockholder

approval, to 4.99% of the number of shares of Common Stock outstanding on the trading day prior to the applicable Series B closing date,

subject to adjustment for stock splits and similar events), dividend rights, liquidation preferences, junior and parity securities, the

“Floor Price,” and voting and director nomination rights of the holders of Series AAA Preferred Stock.

The Series AAA Preferred Stock is non-redeemable, and shares acquired by the Company upon conversion or otherwise are canceled and revert

to authorized but unissued preferred stock.

Effective

as of and from the date of initial issuance of the Series AAA Preferred Stock upon conversion of the Series B Shares, and for so long

as the holders collectively hold at least 15% of the total shares of Series AAA Preferred Stock issued or issuable upon conversion of

the Series B Shares issued at the Series B Closing Date, the holders holding a majority of the then outstanding shares of Series AAA

Preferred Stock have the right, but not the obligation, to designate such number of directors constituting a majority of the then-current

members of the Board of Directors of the Company, and in any event no less than three (3) additional individuals (collectively, the “Preferred

Investor Designees”), to be nominated, elected, or appointed to the Board of Directors. Each Preferred Investor Designee is subject

to a determination as to his or her qualifications, and must satisfy applicable “independence” requirements and other requirements

applicable to members of the audit committee and compensation committee under the listing rules of The Nasdaq Stock Market LLC and federal

securities laws. The foregoing rights are subject to, and must be exercised in compliance with, the listing rules of the applicable Trading

Market, including Nasdaq Listing Rule 5640, and may be proportionately reduced to remedy any non-compliance with listing requirements.

These designation rights terminate when the holders collectively hold less than 15% of the total shares of Series AAA Preferred Stock

issued or issuable upon conversion of the Series B Shares issued at the Series B Closing Date.

Item

7.01. Regulation FD Disclosure.

July 22, 2026, the Company issued a press release announcing the execution of the definitive agreements in respect of the Purchase Agreement

and the transactions contemplated thereby. A copy of the press release is attached to this report as Exhibit 99.1.

The

information in this Item 7.01 (including Exhibit 99.1) is being furnished pursuant to General Instruction B.2 of Form 8-K and shall not

be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing

made by the Company under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

Important

Information for Stockholders

connection with the proposed transactions, the Company intends to file a proxy statement with the SEC. The Company also plans to file

other documents with the SEC regarding the proposed transactions. After the proxy statement has been cleared by the SEC, a definitive

proxy statement will be filed with the SEC and mailed to the stockholders of record of the Company. The Board will set the record date

prior to mailing the definitive proxy statement. STOCKHOLDERS OF THE COMPANY ARE URGED TO CAREFULLY READ THE PROXY STATEMENT (INCLUDING

ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS RELATING TO THE PROPOSED TRANSACTIONS THAT WILL BE FILED WITH THE SEC IN

THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS. Stockholders

will be able to obtain free copies of the proxy statement and other documents containing important information about the Company once

such documents are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov.

Participants

in the Solicitation

The

Company and its executive officers, directors, other members of management and employees may be deemed, under SEC rules, to be participants

in the solicitation of proxies from the Company’s stockholders with respect to the proposed transactions. Information regarding

the executive officers and directors of the Company is set forth in the Company’s definitive proxy statement for the Company’s

2026 annual meeting of stockholders filed with the SEC on April 17, 2026 and in the Company’s Annual Report on Form 10-K for the

fiscal year ended December 31, 2025 filed with the SEC on March 11, 2026. More detailed information regarding the identity of potential

participants, and their direct or indirect interests, by securities holdings or otherwise, will be set forth in the proxy statement and

other materials to be filed with the SEC in connection with the transactions contemplated by the Purchase Agreement.

Offer or Solicitation

This

Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities

or in respect of the proposed transactions and shall not constitute an offer to sell or a solicitation of an offer to buy any securities,

nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior

to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except

by means of a prospectus meeting the requirements of the Securities Act.

Forward-Looking

Statements

All

statements other than statements of historical facts included in this report that address activities, events or developments that we

expect, believe or anticipate will or may occur in the future are forward-looking statements. Examples of these forward-looking statements

include statements concerning the proposed issuance and sale of the Preferred Stock, the Asset Sale, the transactions contemplated by

the Purchase Agreement, the timing of completing the proposed transactions and the potential benefits of the proposed transactions. These

forward-looking statements are based on management’s current expectations and beliefs and are subject to a number of risks and

uncertainties and other factors, all of which are difficult to predict and many of which are beyond our control and could cause actual

results to differ materially and adversely from those described in the forward-looking statements. These risks and uncertainties include,

among others: the terms, structure, benefits and costs of the issuance and sale of the Preferred Stock, the Asset Sale and the transactions

contemplated by the Purchase Agreement; the timing of such transactions and whether such transactions will be consummated at all; the

risk that the issuance and sale of the Preferred Stock, the Asset Sale and the transactions contemplated by the Purchase Agreement, and

the announcement of the same, could have an adverse effect on the ability of the Company to retain and hire key personnel and maintain

relationships with partners, suppliers, employees, shareholders and other business relationships and on its operating results and business

generally; the risk that the issuance and sale of the Preferred Stock, the Asset Sale and the transactions contemplated by the Purchase

Agreement could divert the attention and time of the Company’s management; the risk of any unexpected costs or expenses resulting

from the issuance and sale of the Preferred Stock, the Asset Sale and the transactions contemplated by the Purchase Agreement; the risk

of any litigation relating thereto; the uncertainties and variables inherent in business, operating and financial performance, including,

among other things, competitive developments and general economic, political, business, industry, regulatory and market conditions, future

exchange and interest rates and changes in tax and other laws, regulations, rates and policies; our ability to continue as a going concern;

our ability to maintain the listing of our Common Stock on Nasdaq; our ability to meet financial covenants with our lenders; our business

model and our technology platform; reliance on third-party online marketplaces; and other factors discussed in the “Risk Factors”

section of our most recent periodic reports filed with the SEC, all of which you may obtain for free on the SEC’s website at www.sec.gov.

Although

we believe that the expectations reflected in our forward-looking statements are reasonable, we do not know whether our expectations

will prove correct. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date

hereof, even if subsequently made available by us on our website or otherwise. We do not undertake any obligation to update, amend or

clarify these forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required

under applicable securities laws.

Item

9.01 Financial Statements and Exhibits

(d)

Exhibits.

Exhibit

Number

Description

10.1*

Securities Purchase Agreement dated as of July 22, 2026 by and between the Company and each of the purchasers identified on Annex A thereto.

99.1

Press Release dated July 22, 2026

104

Cover Page Interactive Data File (embedded within the

Inline XBRL document)

Certain exhibits and schedules

to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish supplementally

a copy of any omitted exhibit or schedule to the U.S. Securities and Exchange Commission upon its request; however, the Company may

request confidential treatment of omitted items.

SIGNATURES

Pursuant

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

the undersigned hereunto duly authorized.

CID

HoldCo, Inc.

Date:

July 22, 2026

By:

/s/

Edmund Nabrotzky

Edmund

Nabrotzky

Chief

Executive Officer

EX-10.1 — SECURITIES PURCHASE AGREEMENT DATED AS OF JULY 22, 2026 BY AND BETWEEN THE COMPANY AND EACH OF THE PURCHASERS IDENTIFIED ON ANNEX A THERETO

EX-10.1

Filename: ea029882601ex10-1.htm · Sequence: 2

Exhibit 10.1

Execution Version

SECURITIES PURCHASE

AGREEMENT

This Securities Purchase Agreement

(this “Agreement”) is dated as of July 22, 2026 (the “Agreement Date”), by and between CID Holdco,

Inc., a Delaware corporation (the “Company”), Alumni Capital LP, a Delaware limited partnership (the “Lead

Investor”), and each purchaser identified on the Annex A hereto (each, including its successors and assigns, together with the

Lead Investor, an “Investor” and collectively, the “Investors”).

RECITALS

WHEREAS, the Company and the

Investors are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section

4(a)(2) of the Securities Act and/or Rule 506 of Regulation D; and

WHEREAS, the Company desires

to issue and sell to the Investors, and the Investors desires to purchase from the Company, the Securities of the Company and to consummate

the other transactions contemplated by this Agreement and the other Transaction Documents (collectively, the “Contemplated Transactions”

or the “Investment”) as more fully described in this Agreement;

NOW, THEREFORE, IN CONSIDERATION

of the mutual representations, warranties and 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 Investors agree as follows:

ARTICLE 1.

DEFINITIONS

1.1 Definitions.

In addition to the terms defined elsewhere in this Agreement: (a) capitalized terms that are not otherwise defined herein have the meanings

given to such terms in the Certificates of Designation (as defined herein), and (b) the following terms have the meanings set forth in

this Section 1.1:

“Action”

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

“Affiliate”

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

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

“Agreement Date”

shall have the meaning given such term in the preamble.

“Alternative Sale Period”

shall have the meaning given such term in Section 4.18(a).

“Asset Sale”

shall have the meaning given such term in Section 4.18(a).

“Board of Directors”

means the board of directors of the Company or any authorized committee thereof.

“Board Transition Date”

shall have the meaning given such term in Section 4.15(a).

“Business Day”

means any day other than Saturday, Sunday, any day which is a federal legal holiday in the United States or any other day on which commercial

banks in the City of New York, New York are authorized or required by law to remain closed; provided, however, for

clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”,

“shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any

physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for

wire transfers) of commercial banks in the City of New York, New York are generally open for use by customers on such day.

[Certain information indicated by [***] has been excluded from this Exhibit 10.1 because it is not material.]

“Buy-In”

shall have the meaning given such term in Section 4.1.

“Buy-In Price”

shall have the meaning given such term in Section 4.1.

“Certificates of Designation”

means the Certificate of Designation of the Series AA Preferred Stock, the Certificate of Designation of the Series AAA Preferred Stock,

and the Certificate of Designation of the Series B Preferred Stock, each to be filed prior to the applicable Closing by the Company with

the Secretary of State of Delaware, substantially in the forms attached hereto as Exhibit A, Exhibit B, and Exhibit C,

respectively.

“Change of Control”

means any of the following: (i) any Person or group of Persons (within the meaning of Sections 13(d) and 14(d) of the Exchange Act), other

than the Lead Investor or its Affiliates, becomes the beneficial owner of more than 50% of the total voting power of all then-outstanding

securities of the Company entitled to vote generally in the election of directors; (ii) the consummation of a merger or consolidation

of the Company with or into any other entity, unless the Company’s stockholders immediately prior to such merger or consolidation

hold more than 50% of the total voting power of the surviving entity; or (iii) the sale, lease, exchange or other disposition of all or

substantially all of the Company’s assets, other than an Asset Sale approved by the Special Committee.

“Charter Amendment”

shall have the meaning given such term in Section 4.14(b).

“Closing”

shall have the meaning given such term in Section 2.2(b).

“Closing Date”

shall have the meaning given such term in Section 2.2(b).

“Closing Shares”

means the aggregate shares of Series AA Preferred Stock, Series AAA Preferred Stock, and Series B Preferred Stock, if and to the extent

issued pursuant to the terms of the applicable Certificate of Designation and the Transaction Documents.

“Commission”

means the United States Securities and Exchange Commission.

“Common Stock”

means the common stock of the Company, par value $0.0001 per share, and any other class of securities into which such securities may hereafter

be reclassified or changed.

“Common Stock Equivalents”

means any securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation,

any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable

for, or otherwise entitles the holder thereof to receive, Common Stock.

“Contemplated Transactions”

shall have the meaning given such term in the recitals.

“Conversion Price”

shall have the meaning given such term in Section 4.7(a).

“Conversion Shares”

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

of the Certificates of Designation.

“Company”

shall have the meaning given such term in the preamble.

“Company Counsel”

means DLA Piper LLP (US).

“Disclosure Schedules”

means the Disclosure Schedules of the Company delivered concurrently herewith.

“Disclosure Time”

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

(New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the date hereof and (ii)

if this Agreement is signed between midnight (New York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than

9:01 a.m. (New York City time) on the date hereof.

“Environmental Laws”

shall have the meaning given such term in Section 3.1(m).

“Employment Agreement”

means the Employment Agreement, dated on or about the date hereof, in substantially the form attached hereto as Exhibit G, providing

for the employment of the Executive by the Company on the terms and conditions set forth therein.

“Evaluation Date”

shall have the meaning given such term in Section 3.1(s).

“Exchange Act”

means the Securities Exchange Act of 1934, as amended.

“Extended Stockholder

Approval Period” shall have the meaning given such term in Section 4.16.

“Executive”

shall have the meaning given such term in Section 4.15(b).

“Expected Sale Date”

shall have the meaning given such term in Section 4.17(a)(ii).

“Exempt Issuance”

means the issuance of (a) shares of Common Stock or options, restricted stock units or other equity awards to employees, consultants,

contractors, advisors, officers or directors of the Company pursuant to any stock, option or equity plan duly adopted for such purpose,

(b) securities upon the exercise, exchange or conversion of any Securities issued hereunder, and/or other securities exercisable or exchangeable

for or convertible into shares of Common Stock that are issued and outstanding on the Agreement Date (including upon any acceleration

of vesting of such securities), shares of Common Stock that are issued pursuant to draws under the White Lion ELOC as permitted by Section

4.19, or such agreements as described on Schedule 1.1(a) hereto, provided that such securities have not been amended since

the Agreement Date to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of

such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, (c) securities

issued pursuant to acquisitions or strategic transactions, approved by a majority of the disinterested directors on the Board of Directors,

provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights

that require or permit the filing of any registration statement in connection therewith during the prohibition period in Section 4.18(b)

herein, provided that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through its

subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide

to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is

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

the issuance of shares of Common Stock to the Investors contemplated by this Agreement, or (e) the distribution or issuance of any rights,

contingent or otherwise, in connection with the Shareholder Distribution.

“FCPA” means

the Foreign Corrupt Practices Act of 1977, as amended.

“GAAP” shall

have the meaning given such term in Section 3.1(h).

“Governmental Authority”

means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government

or political subdivision.

“Hazardous Materials”

shall have the meaning set forth in Section 3.1(m).

“Indebtedness”

shall have the meaning set forth in Section 3.1(bb).

“Investor Initial Designee

Letter Agreement” means that certain letter agreement, dated on or about the date hereof, by and between the Lead Investor and

the Company.

“Intellectual Property

Rights” shall have the meaning set forth in Section 3.1(z).

“Investment”

shall have the meaning given such term in the recitals.

“Investor”

and “Investors” shall have the meaning set forth in the preamble.

“Investor Initial Designee”

shall have the meaning set forth in Section 4.15(a).

“Investor Nominees”

shall have the meaning set forth in Section 4.15(a).

“Investor Party”

shall have the meaning set forth in Section 4.13.

“Investor Restricted

Account Release Conditions” shall have the meaning given such term in Section 4.23(b)(iii).

“J.J. Astor Loan”

means that certain Loan Agreement dated December 4, 2025, by and between the Company and J.J. Astor & Co., as amended, together with

all related notes, security agreements, and ancillary documents, which was assigned to Phillips Equities & Trust, LLC or an affiliate

in June 2026.

“Lead Investor”

shall have the meaning set forth in the preamble.

“Legend Removal Date”

shall have the meaning given such term in Section 4.1.

“Legend Removal Failure”

shall have the meaning given such term in Section 4.1.

“Liens” means

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

“Material Adverse Effect”

shall have the meaning given such term in Section 3.1(b).

“Material Permits”

shall have the meaning given such term in Section 3.1(n).

“Money Laundering Laws”

shall have the meaning given such term in Section 3.1(ll).

“New Securities”

means, collectively, equity securities of the Company, whether or not currently authorized, as well as options or warrants to purchase

such equity securities, or securities of any type whatsoever that are convertible or exchangeable into or exercisable for such equity

securities, other than (i) any shares of capital stock or options to purchase shares of capital stock, or other equity-based awards (including

restricted stock units), issued or granted to employees (or prospective employees who have accepted an offer of employment), directors

or consultants of the Company or any of its Subsidiaries, pursuant to any Company stock-based compensation plan or arrangement; (ii) any

securities issued by the Company upon the exercise, exchange or conversion of any securities that are exercisable or exchangeable for,

or convertible into, shares of capital stock and are outstanding as of the Agreement Date or issued pursuant to this Agreement or are

described on Schedule 1.1(b), provided that such exercise, exchange or conversion is effected pursuant to the terms of such securities

as in effect on the Agreement Date or as provided in this Agreement; (iii) any securities issued by the Company as full or partial consideration

in connection with a merger, acquisition, consolidation or purchase of all or substantially all of the securities or assets of a corporation

or other entity approved by the Board of Directors, (iv) any securities issued by the Company in connection with a transaction with an

unaffiliated third party approved by the Board of Directors that includes a bona fide commercial relationship with the Company (including

any joint venture, marketing or distribution arrangement, strategic alliance, collaboration agreement or corporate partnering, intellectual

property license agreement or acquisition agreement with the Company) and (v) any securities issued by the Company to banks, equipment

lessors or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasing or real property

leasing transaction approved by the Board of Directors. For clarity, New Securities does not include securities issued pursuant to any

Company at-the-market offering facility or equity line.

“Participation Period”

shall have the meaning given such term in Section 4.17(a)(i).

“Participation Preliminary

Notice” shall have the meaning given such term in Section 4.17(a)(ii).

“Participation Supplemental

Notice” shall have the meaning given such term in Section 4.17(a)(ii).

“Permitted Lien”

means (i) Liens for taxes not yet due and payable or being contested in good faith by appropriate proceedings; (ii) Liens of mechanics,

warehousemen, carriers, workmen, repairmen or other similar Liens; (iii) all covenants, conditions, restrictions (including any zoning,

entitlement, conservation, restriction, and other land use and environmental regulations by governmental authorities), easements, charges,

rights-of-way, and other Liens that, individually or in the aggregate, do not materially impair the use of the real property affected

thereby; (iv) non-exclusive licenses of intellectual property entered into in the ordinary course of business; (v) Liens described on

Schedule 1.1(c) or that are granted in the ordinary course of business; and (vi) other Liens, if any, which individually or in

the aggregate, do not materially impair the use or value of the property to which they relate.

“Person”

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

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

“Pre-Approved Issuance

Authorization” means the stockholder approval obtained by the Company at its Annual Meeting of Stockholders held on May 12,

2026, pursuant to which the Company’s stockholders approved the potential issuance, prior to the implementation of the reverse stock

split approved at such meeting, of up to 100,000,000 shares of Common Stock (or Common Stock Equivalents) in one or more non-public financing

transactions within three (3) months of the date of such meeting, in an amount that may exceed 20% of the Company’s Common Stock

outstanding, as more fully described in Proposal 6 of the Company’s Definitive Proxy Statement on Schedule 14A filed with the Commission

on April 17, 2026.

“Preferred Stock”

means the shares of the Series AA Preferred Stock, Series AAA Preferred Stock, and Series B Preferred Stock.

“Proceeding”

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

as a deposition), that is commenced or, to the Company’s knowledge, threatened in writing, against the Company before or by any

court, arbitrator, governmental, or administrative agency or regulatory authority.

“Public Information

Failure” shall have the meaning given such term in Section 4.12.

“Public Information

Failure Payments” shall have the meaning given such term in Section 4.12.

“Purchase Price”

shall have the meaning given such term in Section 2.1(a).

“Registrable Securities”

means the Conversion Shares issued or issuable upon conversion of the Preferred Stock, until such time as such securities have been sold

pursuant to an effective Registration Statement or are eligible for resale under Rule 144 without volume or manner-of-sale limitations.

“Registration Rights

Agreement” means the Registration Rights Agreement, dated on or about the date hereof, in substantially the form attached hereto

as Exhibit E, pursuant to which the Company will agree to provide certain registration rights in respect of the Registrable Securities

under the Securities Act and applicable state securities laws.

“Registration Statement”

means a registration statement on Form S-1 or Form S-3, as applicable, filed with the Commission providing for the resale by the Investors

of all Registrable Securities.

“Registration Statement

Restricted Account Release Condition” shall have the meaning given such term in Section 4.23(b)(i).

“Regulation D”

means Regulation D promulgated under the Securities Act.

“Required Approvals”

shall have the meaning given such term in Section 3.1(e).

“Required Minimum”

means, as of any date, the maximum aggregate number of shares of Common Stock issuable or potentially issuable in the future pursuant

to the Transaction Documents, including through the conversion of the Closing Shares determined based on the then applicable Conversion

Price.

“Restricted Account”

means that segregated bank account established pursuant to the Restricted Account Agreement, held at Fieldpoint Private Bank & Trust (or

such other financial institution as agreed upon from time to time by the Lead Investor and the Company).

“Restricted Account

Agreement” means the Restricted Account Control Agreement, dated on or about the date of the Series B Closing, among the Company,

the Lead Investor, and Fieldpoint Private Bank & Trust (or such other financial institution as agreed upon from time to time by the

Lead Investor and the Company), in a form reasonably acceptable to the Lead Investor and the Company.

“Restricted Account

Company Call Right” shall have the meaning given such term in Section 4.23(e).

“Restricted Account

Release Conditions” means, as applicable, the Registration Statement Restricted Account Release Condition, the Stockholder Approval

Restricted Account Release Conditions and the Investor Restricted Account Release Conditions.

“Restricted Account

Trigger Event” shall have the meaning given such term in Section 4.23(d).

“Rule 144”

means Rule 144 promulgated under the Securities Act, or a successor rule thereof.

“Shareholder Distribution”

shall have the meaning given such term in Section 4.22.

“Securities”

means the Closing Shares and the Conversion Shares.

“Securities Act”

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

“Securities Purchase

Rights” shall have the meaning given such term in Section 2.4(a)(vii).

“Securities Purchase

Rights Transfer Right” shall have the meaning given such term in Section 2.4(a)(vii).

“SEC Reports”

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

“Series AA Closing”

shall have the meaning given such term in Section 2.2(a).

“Series AA Closing

Date” shall have the meaning given such term in Section 2.2(a).

“Series AA Preferred

Stock” means Series AA Convertible Non-Redeemable Preferred Stock, par value $0.0001 per share, of the Company, issuable to

the Investors pursuant to this Agreement on the terms set forth in the Certificate of Designation of the Series AA Preferred Stock, having

the rights, preferences and privileges therein, in substantially the form set forth in Exhibit A.

“Series AA Purchase

Price” shall have the meaning given such term in Section 2.1(a).

“Series AA Shares”

shall have the meaning given such term in Section 2.1(a).

“Series AAA Preferred

Stock” means Series AAA Convertible Non-Redeemable Preferred Stock, par value $0.0001 per share, of the Company, issuable to

the Investors pursuant to this Agreement on the terms set forth in the Certificate of Designation of the Series AAA Preferred Stock, having

the rights, preferences and privileges therein, in substantially the form set forth in Exhibit B.

“Series AAA Shares”

means 800,000 shares of Series AAA Preferred Stock (such number of shares are subject to adjustment for stock splits, stock dividends,

recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events occurring after the Agreement

Date).

“Series B Closing”

shall have the meaning given such term in Section 2.2(b).

“Series B Closing Date”

shall have the meaning given such term in Section 2.2(b).

“Series B Preferred

Stock” means Series B Convertible Non-Redeemable Preferred Stock, par value $0.0001 per share, of the Company, issuable to

the Investors pursuant to this Agreement on the terms set forth in the Certificate of Designation of the Series B Preferred Stock, having

the rights, preferences and privileges therein, including the right to convert such shares into shares of Series AAA Preferred Stock,

in substantially the form set forth in Exhibit C.

“Series B Purchase

Price” shall have the meaning given such term in Section 2.1(a).

“Series B Shares”

shall have the meaning given such term in Section 2.1(a).

“Short Sales”

means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act.

“Special Committee”

means a special committee of independent directors established by the Board of Directors in connection with the Special Committee Matters.

“Special Committee

Matters” means (i) establishing, approving, modifying, monitoring and directing the process and procedures related to the review

and evaluation of the Asset Sale, including the authority to determine not to proceed with any such process, procedures, review or evaluation,

(ii) soliciting, for informational purposes, expressions of interest or other proposals for a transaction similar to the Asset Sale to

the extent the Special Committee deems appropriate, (iii) responding, or declining to respond, to any communications, inquiries or proposals

regarding the Asset Sale, (iv) reviewing, evaluating, investigating, pursuing, negotiating and approving the terms and conditions of the

Asset Sale, including any definitive agreements governing the Asset Sale, (v) determining on behalf of the Board of Directors and the

Company whether the Asset Sale is advisable and is fair to, and in the best interests of, the Company and its stockholders, (vi) determining

whether to approve and consummate or reject the Asset Sale, in its entirety or in part, (vii) reviewing, analyzing, evaluating and monitoring

all proceedings and activities of the Company related to the Asset Sale, (viii) determining if any director, stockholder, member of management,

or member of the Special Committee is actually conflicted with respect to the Asset Sale, and if so, to implement appropriate additional

procedures or restrictions to manage that conflict, including the exclusive power and authority to remove any such member from the Special

Committee that it determines not to be disinterested with respect to the Asset Sale, (ix) investigating the Company, the potential buyers,

the Asset Sale and such other matters related thereto as it deems necessary, appropriate or advisable, (x) authorizing the issuance of

press releases and other public statements as the Special Committee considers necessary, appropriate or advisable regarding the Asset

Sale, (xi) providing the appropriate officers of the Company with the necessary authority to proceed with the Asset Sale on the terms

approved by the Special Committee, (xii) authorizing the execution and delivery of any documents, certificates, instructions and agreements

necessary, appropriate or advisable in connection with the consummation of the Asset Sale on behalf of the Company and any of its Subsidiaries,

(xiii) reviewing, analyzing, evaluating and recommending any special distribution pursuant to Section 4.22, (xiv) reviewing, analyzing

and overseeing any indemnification claim pursuant to Section 4.13, and (xv) taking such other actions as the Special Committee

may deem to be necessary, appropriate or advisable for the Special Committee to discharge its duties.

“Special Committee

Term” shall have the meaning given such term in Section 4.18(a).

“Standard Settlement

Period” shall have the meaning given such term in Section 4.1.

“Stockholder Approval”

means (i) all such approvals as may be required by the applicable rules and regulations of the Trading Market, or under applicable law,

from the stockholders of the Company with respect to the issuance of shares of Preferred Stock or the conversion thereof as provided in

the applicable Certificates of Designation, (ii) so long as is permitted or otherwise complies with the listing or maintenance requirements

of the Trading Market, approval from the stockholders of the Company of a reverse stock split in the range of 1 for 2 to 1 for 250, (iii)

the election of the Investor Nominees, (iv) if a definitive agreement has been signed reasonably prior to the date of the preliminary

proxy statement, the Asset Sale, and (v) any other proposals which the Investors may reasonably request for the consideration as approved

for submission for stockholder approval by the Board of Directors.

“Stockholder Approval

Restricted Account Release Condition” shall have the meaning given such term in Section 4.23(b)(ii).

“Stockholder Meeting

Deadline” shall have the meaning given such term in Section 4.16.

“Stockholders Meeting”

means the meeting of the stockholders of the Company in which Stockholder Approval is voted on as set forth in a proxy statement prepared

by the Company and distributed to its stockholders, which shall be subject to input from the Investors to confirm their rights and the

Company’s obligations under this Agreement.

“Subsidiary”

means any direct or indirect subsidiary of the Company, including SEE ID, Inc. (Nevada), ShoulderUp Technology Acquisition Corp. (Delaware),

and DotWorks, Inc. (Puerto Rico).

“Trading Day”

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

“Trading Market”

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

Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, or the OTC Markets (or

any successors to any of the foregoing).

“Trading Market Approval”

shall have the meaning given such term in Section 2.4(a)(xi).

“Trigger Event Designees”

shall have the meaning given such term in Section 4.23(d).

“Transfer Agent Letter”

shall have the meaning given such term in Section 2.4(a)(vi).

“Transaction Documents”

means this Agreement, the Certificates of Designation, the Registration Rights Agreement, the Investor Initial Designee Letter Agreement,

the Voting Agreement, the Restricted Account Agreement, all exhibits and schedules thereto and hereto, and any other documents or agreements

executed by all or any of the parties hereto in connection with the Contemplated Transactions.

“Transfer Agent”

means Continental Stock Transfer & Trust Company, or such other transfer agent as the Company may appoint from time to time.

“Voting Agreement”

means that certain Voting Agreement, substantially in the form attached hereto as Exhibit F, pursuant to which such stockholders

agree to vote in favor of the Stockholder Approval proposals at the Stockholders Meeting.

“White Lion”

means White Lion Capital, LLC, a Nevada limited liability company.

“White Lion ELOC”

means that certain equity line of credit with White Lion pursuant to that certain Common Stock Purchase Agreement, dated April 17, 2026,

between the Company and White Lion.

ARTICLE 2.

PURCHASE AND SALE

2.1 Purchase

and Sale of the Closing Shares.

(a) Upon

the terms and subject to the conditions set forth herein, the Company shall issue and sell to each Investor, and each Investor severally,

but not jointly, shall purchase from the Company, in the amounts set forth opposite such Investor’s name in Annex A, for

an aggregate purchase price of $6,000,000:

(i) 400,000

shares of Series AA Preferred Stock (the “Series AA Shares”) at a price per share of $5.00 (such number of shares and

the price per share are subject to adjustment for stock splits, stock dividends, recapitalizations, reorganizations, reclassification,

combinations, reverse stock splits or other similar events occurring after the Agreement Date) (the resulting amount, the “Series

AA Purchase Price”); and

(iv) 800,000

shares of Series B Preferred Stock (the “Series B Shares”) at a price per share of $5.00 (such number of shares and

the price per share are subject to adjustment for stock splits, stock dividends, recapitalizations, reorganizations, reclassification,

combinations, reverse stock splits or other similar events occurring after the Agreement Date) (the resulting amount, the “Series

B Purchase Price” shares and together with the Series AA Purchase Price, the “Purchase Price”).

2.2 Closing.

(a) The date and time

of closing on the Series AA Shares shall be 10:00 a.m., New York City time, on the next Trading Day or such other date mutually agreed

to by the Company and the Lead Investor after notification of satisfaction (or waiver) of the conditions to the Series AA Closing set

forth in Section 2.5, remotely by electronic transfer of the applicable Closing documentation (the “Series AA Closing”

and the date thereof, the “Series AA Closing Date”).

(b) The

date and time of closing on the Series B Shares shall be 10:00 a.m., New York City time, on the next Trading Day or such other date mutually

agreed to by the Company and the Lead Investor after notification of satisfaction (or waiver) of the conditions to the Series B Closing

set forth in Section 2.5, remotely by electronic transfer of the applicable Closing documentation (the “Series B Closing”

and the date thereof, the “Series B Closing Date”; the Series B Closing together with the Series AA Closing, the “Closings”

and each, a “Closing”; the Series B Closing Date together with the Series AA Closing Date, each, a “Closing

Date”).

2.3 Payment

of the Purchase Price; Issuance of Shares.

(a) On

the Series AA Closing Date, the Investors shall pay to the Company $2,000,000 for the Series AA Shares in satisfaction of the aggregate

Series AA Purchase Price and the Company shall issue, or cause to be issued, to the Investors the Series AA Shares as set forth on Annex

(b) On

the Series B Closing Date, the Investors shall pay to the Company $4,000,000 for the Series B Shares in satisfaction of the aggregate

Series B Purchase Price and the Company shall issue, or cause to be issued, to the Investors the Series B Shares as set forth on Annex

2.4 Deliverables.

(a) Company

Deliverables. On or prior to the applicable Closing Date as set forth below, the Company shall deliver or cause to be delivered

to the Investors the following:

(i) on

the date hereof, this Agreement duly executed by the Company;

(ii) not later than

the Series AA Closing, evidence that White Lion has consented or otherwise agreed to the restrictions set forth in Section

4.19 with respect to draws made under the White Lion ELOC;

(iii) as

of each Closing, a legal opinion of Company Counsel as to matters concerning the Closing Shares to be issued at such Closing, substantially

in form and substance reasonably satisfactory to the Lead Investor;

(iv) as

of each Closing, a certificate evidencing the formation and good standing of the Company in the State of Delaware issued by the Secretary

of State of the State of Delaware as of a date within ten (10) days of the Closing Date;

(v) (A)

as of each Closing, a certificate, in the form reasonably acceptable to the Lead Investor, duly executed by the Chief Executive Officer

or Chief Financial Officer of the Company and dated as of the applicable Closing Date, (1) confirming the satisfaction of the closing

conditions set forth in Section 2.5(b), and (2) other than the Series AA Closing, that there have been no amendments nor any rescission

of the resolutions of the Board of Directors, or a committee thereof, and the certificate of incorporation and bylaws of the Company,

as previously certified to the Lead Investor, other than the filing of the Certificates of Designation in accordance with this Agreement,

and (B) as of the Series AA Closing, a certificate, in the form reasonably acceptable to the Lead Investor, duly executed by the Chief

Executive Officer or Chief Financial Officer of the Company and dated as of the date of the Series AA Closing, (1) a copy of resolutions

of the Board of Directors, or a committee thereof as applicable, substantially in form and substance reasonably satisfactory to the Lead

Investor, authorizing the Company’s execution, delivery, and performance of this Agreement, including, inter alia, the authorization

and issuance of the Securities, as well as the authorization of the right for the Investors to assign and transfer the Securities and

its rights to acquire the Securities to be purchased by the Investors pursuant to this Agreement (the “Securities Purchase Rights”),

including by way of option for the Investors to sell and/or a transferee thereof to purchase, the Securities Purchase Rights (the “Securities

Purchase Rights Transfer Right”), in each case subject to each Investor’s compliance with Section 5.6 and to the

extent permitted by applicable law, and the other Transaction Documents, (2) the certificate of incorporation of the Company, and (3)

the bylaws of the Company;

(vi) as

of each Closing, a copy of the irrevocable instructions delivered by the Company to the Transfer Agent, in the form provided by the Company’s

transfer agent and in substance reasonably satisfactory to the Lead Investor, instructing the Transfer Agent to issue the applicable Closing

Shares in book-entry form in the name of the Investors and to comply with the terms of the applicable Certificate of Designation and this

Agreement with respect to the issuance of Conversion Shares upon conversion thereof (the “Transfer Agent Letter”);

(vii) as

of each Closing, evidence that the Company has made or obtained the notice, non-objection and/or application(s) to its applicable Trading

Market for the issuance and sale of the Securities and the listing of the Conversion Shares for trading thereon in the time and manner

required thereby (the “Trading Market Approval”);

(viii) not

later than the (A) Series AA Closing, an as-filed Certificate of Designation for the Series AA Preferred Stock, and (B) Series B Closing,

an as-filed Certificate of Designation for each of the Series B Preferred Stock and the Series AAA Preferred Stock;

(ix) as

of the (A) Series AA Closing, a book-entry statement or share certificate evidencing issuance of the Series AA Shares, and (B) Series

B Closing, a book-entry statement or share certificate evidencing issuance of the Series B Shares;

(x) as

of the Series AA Closing, the Registration Rights Agreement duly executed by the Company;

(xi) as

of the Series AA Closing, the Employment Agreement duly executed by the Company;

(xii) as

of the Series AA Closing, the Voting Agreement duly executed by the Company; and

(xiii) as

of the Series B Closing, the Restricted Account Agreement duly executed by the Company and Fieldpoint Private Bank & Trust (or such

other financial institution as agreed upon from time to time by the Lead Investor and the Company), and a statement or certificate evidencing

that the Restricted Account has been established and is operational.

(b) Investor

Deliverables. On or prior to the applicable Closing Date as set forth below, each Investor shall deliver or cause to be delivered

to the Company the following:

(i) on

the date hereof, this Agreement duly executed by such Investor;

(ii) on

the Series AA Closing Date, the Registration Rights Agreement duly executed by such Investor;

(iii) on

the Series AA Closing Date, the Employment Agreement duly executed by the Executive; and

(iv) on

or prior to the (i) Series AA Closing Date, such Investor’s share of (A) the Series AA Purchase Price, by wire transfer to the account

specified in writing by the Company, and (B) solely with respect to the Lead Investor, the Investor Initial Designee Letter Agreement;

and (ii) Series B Closing Date, such Investor’s share of the Series B Purchase Price, by wire transfer to the Restricted Account.

2.5 Closing

Conditions.

(a) Company

Closing Conditions. The obligations of the Company hereunder in connection with the applicable Closing are subject to the following

conditions being met, any one or more of which may be waived by the Company in writing:

(i) the

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

made and on each Closing Date of the representations and warranties of each Investor contained herein (unless as of a specific date therein

in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality,

in all respects) as of such date);

(ii) all

obligations, covenants and agreements of each Investor required to be performed at or prior to the applicable Closing Date shall have

been performed in all material respects or waived;

(iii) no

judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court

or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted

by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby; and

(v) the

delivery by each Investor of the items set forth in Section 2.4(b).

(b) Investor

Closing Conditions. The several obligations of each Investor hereunder in connection with the applicable Closing are subject

to the following conditions being met, any one or more of which may be waived by such Investor in writing:

(i) the

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

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

a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties

are qualified by materiality or Material Adverse Effect, in all respects) as of such date;

(ii) all

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

performed in all material respects or waived;

(iii) the

delivery by the Company of the items set forth in Section 2.4(a);

(iv) there

shall have been no Material Adverse Effect with respect to the Company and each of the Subsidiaries since the date hereof;

(v) no

judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court

or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted

by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby;

(vi) trading

in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time

prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited;

(vii) with

respect to the Series AA Closing, the Certificate of Designation shall have been filed with the Secretary of State of the State of Delaware,

and a filed copy shall have been delivered to the Lead Investor;

(viii) with

respect to each Closing, the Company shall have delivered to the Lead Investor the Transfer Agent Letter, in the form provided by the

Company’s transfer agent and in substance reasonably satisfactory to the Investor, confirming that the Transfer Agent has received

irrevocable instructions from the Company to issue the applicable Closing Shares and to process conversions of the Closing Shares into

Conversion Shares in accordance with the applicable Certificate of Designation;

(ix) with

respect to the Series AA Closing, a copy of the applicable Trading Market Approval, if any, shall have been delivered to the Lead Investor;

(x) with

respect to the Series B Closing, the Restricted Account Agreement shall have been executed and delivered by all parties thereto and the

Restricted Account shall have been established; and

(xi) no

stop order, suspension of trading, or, other than as disclosed in the SEC Reports, delisting or threatened delisting notice shall have

been issued or, to the knowledge of the Company, threatened in writing by the Trading Market with respect to the Common Stock.

ARTICLE 3.

REPRESENTATIONS AND WARRANTIES

3.1 Representations

and Warranties of the Company. Except as set forth in the SEC Reports as filed prior to the applicable Closing Date and the Disclosure

Schedules, which Disclosure Schedules shall be deemed a part hereof and shall qualify any representation or otherwise made herein to the

extent of the disclosure contained in the corresponding section of the Disclosure Schedules, the Company hereby makes the following representations

and warranties to each Investor as of each Closing (unless such representation is made as of a specific date therein, in which case, such

representation shall be accurate as of that specific date):

(a) Subsidiaries.

All of the direct and indirect subsidiaries of the Company are set forth in the SEC Reports. Except for any Subsidiary organized or formed

outside the United States as set forth on Schedule 3.1(a), the Company owns, directly or indirectly, all of the capital stock or

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

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

securities.

(b) Organization

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

and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to

own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in

violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational

documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation

or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary,

except where the failure to be so qualified or in good standing, as the case may be, would not have or reasonably be expected to result

in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect

on the results of the operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries,

taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform or consummate in any material respect on

a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”);

provided, that none of the following, alone or in combination, shall be deemed to constitute, or shall be taken into account in

determining whether there has been, a Material Adverse Effect: (A) a change, effect, development or circumstance to the extent arising

or resulting from a change in the market price or trading volume of the Common Stock, (B) general conditions applicable to the economy

of the United States or foreign economies in general, including changes in interest rates and tariffs, (C) any act of God, natural disaster

or extreme weather conditions or any epidemics, pandemics, disease outbreaks, or other public health emergencies, (D) acts of terrorism

or war (whether or not declared) occurring prior to, on or after the Agreement Date, (E) conditions generally affecting the industry in

which the Company operates, (F) any changes in applicable laws or accounting rules (including GAAP) occurring after the date hereof, (G)

the public announcement, pendency or performance of the Contemplated Transactions, or (H) the Asset Sale or any adverse effect on the

results of the operations, assets, business, prospects or condition (financial or otherwise) of the business of the Company and the Subsidiaries

included in the Asset Sale; provided, further, that with respect to clauses (A), (B), (E) and (F), such events, changes, effects,

developments or circumstances shall be considered in determining whether a Material Adverse Effect has occurred to the extent they have

a disproportionate adverse effect on the Company and its Subsidiaries, taken as a whole, relative to other companies of comparable size

operating in the same industry. As of the Agreement Date, no Proceeding has been instituted in any such jurisdiction revoking, limiting

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

Enforcement. Subject to receipt of the Required Approvals, the Company has the requisite corporate power and authority to enter into

and to perform its obligations under, and consummate the transactions contemplated by, this Agreement and the other Transaction Documents.

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

Contemplated Transactions have been duly authorized by all necessary action on the part of the Company and no further action is required

by the Company, the Board of Directors or the Company’s stockholders in connection herewith or therewith, other than in connection

with the Required Approvals. This Agreement and each other Transaction Document to which the Company is a party has been (or upon delivery

at the applicable Closing will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof,

will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except:

(i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general

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

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

by applicable law.

(d) No

Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it

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

not and will not (i) conflict with or violate any provision of the Company’s certificate of incorporation or bylaws, or (ii) subject

to receipt of the Required Approvals, conflict with, or constitute a default (or an event that with notice or lapse of time or both would

become a default) under, result in the creation of any Lien (other than any Permitted Lien) upon any of the properties or assets of the

Company, or give to others any rights of termination, amendment, anti-dilution or similar adjustments, acceleration or cancellation (with

or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company debt or otherwise)

or other understanding to which the Company is a party or by which any property or asset of the Company is bound or affected, or (iii)

subject to receipt of the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction,

decree or other restriction of any court or governmental authority to which the Company is subject (including federal and state securities

laws and regulations), or by which any property or asset of the Company is bound or affected; except in the case of each of clauses (ii)

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

(e) Filings, Consents

and Approvals. The Company is not required to obtain any material consent, waiver, authorization or order of, give any notice to,

or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in

connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the filings required

pursuant to Section 4.4 or consents described on Schedule 3.1(e), (ii) that are expressly contemplated by the Transaction

Documents (including Registration Rights Agreement), (iii) any applicable Trading Market Approval, (iv) the Stockholder Approval, (v)

filing with the Commission of the preliminary and definitive proxy statement filings on Schedule 14A, a notice of exempt offering of

securities on Form D and any other filings under federal or state securities laws, and (vi) filing with the Secretary of State of the

State of Delaware, the Certificates of Designation, the filing of the Charter Amendment, if needed, filings required by the Trading Market,

filings expressly required pursuant to this Agreement and filings as have been already obtained (the items set forth in the foregoing

clauses (iii) and (iv), together, the “Required Approvals”).

(f) Issuance

of the Securities. The Closing Shares at the time of issuance shall be duly designated (as applicable), authorized and, when issued

and paid for in accordance with this Agreement, will be duly and validly issued, fully paid, and nonassessable, free and clear of any

Lien imposed by the Company (other than those arising under this Agreement or the Transaction Documents, under applicable securities Laws

or the Company’s organizational documents). The Conversion Shares upon issuance in accordance with the terms of the Closing Shares

will be duly and validly issued, fully paid, and nonassessable, free and clear of any Lien imposed by the Company (other than those arising

under this Agreement or the Transaction Documents, applicable securities Laws or the Company’s organizational documents). The Company

has reserved from its duly authorized capital stock a number of shares of Common Stock for conversion of the Closing Shares into the Conversion

Shares on the Agreement Date, subject to the Required Approvals.

(g) Capitalization.

As of the Agreement Date, the Company is authorized to issue a maximum of 300,000,0000 shares of Common Stock, of which 1,962,604 shares

of Common Stock are issued and outstanding, including the shares of Common Stock set forth on Schedule 3.1(g) that are owned beneficially,

and of record, by Affiliates of the Company. 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 shares of Common Stock to employees pursuant to the Company’s employee stock purchase plans and pursuant to the conversion

and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange

Act or pursuant to the White Lion ELOC as permitted by Section 4.19. No Person has any right of first refusal, preemptive right,

right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as

a result of the purchase and sale of the Securities and as set forth in the SEC Reports, there are no outstanding options, warrants,

scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible

into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock or the

capital stock of any subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any subsidiary is

or may become bound to issue additional shares of Common Stock or Common Stock Equivalents or capital stock of any subsidiary, other

than compensation arrangements to issue shares of Common Stock or Common Stock Equivalents under the Company’s stock option plans

to directors, officers, employees or contractors. Subject to receipt of the Required Approvals, the issuance and sale of the Securities

will not obligate the Company or any subsidiary to issue shares of Common Stock or other securities to any Person (other than the Investors).

There are no outstanding securities or instruments of the Company or any subsidiary with any provision that adjusts the exercise, conversion,

exchange or reset price of such security or instrument upon an issuance of securities by the Company or any subsidiary. There are no

outstanding securities or instruments of the Company or any subsidiary that contain any redemption or similar provisions, and there are

no contracts, commitments, understandings or arrangements by which the Company or any subsidiary is or may become bound to redeem a security

of the Company or such subsidiary. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements

or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued,

fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding

shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. Other than the Required

Approvals, no further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and

sale of the Securities. Other than this Agreement and the Registration Rights Agreement or as set forth on Schedule 3.1(g), there

are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which

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

(h) SEC

Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be

filed by the Company under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the Agreement

Date (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including

the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”)

on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration

of any such extension, except as set forth on Schedule 3.1(h). As of their respective dates, the SEC Reports complied as to form

in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports,

when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary

in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company does

not have pending before the Commission any request for confidential treatment of information. Prior to the closing of the Company’s

business combination with ShoulderUp Technology Acquisition Corp. on June 18, 2025, the Company was subject to Rule 144(i)(1) under the

Securities Act and deemed by the Commission to be a “shell company” for purposes of the Exchange Act. As of the Agreement

Date, the Company is not a “shell company” (as defined in Rule 12b-2 promulgated under the Exchange Act). The financial statements

of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations

of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance

with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”),

except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements

may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company as of

and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements,

to normal, immaterial, year-end audit adjustments.

(i) Material

Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest financial statements included within the SEC

Reports, except as disclosed in the SEC Reports, on Schedule 3.1(i), or as otherwise provided in or contemplated by this Agreement

and the other Transaction Documents, (i) there has been no event, occurrence or development that has had or that could reasonably be expected

to result in a Material Adverse Effect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than

(A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities

not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission,

(iii) the Company has not altered its method of accounting in any material respect, (iv) the Company has not declared or made any dividend

or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any

shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant

to existing Company stock option plans.

(j) Litigation.

Except as disclosed in the SEC Reports or on Schedule 3.1(j), there is no action, suit, inquiry, notice of violation, proceeding

or investigation pending or, to the knowledge of the Company, threatened in writing against the Company, any Subsidiary or any of their

respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state,

county, local or foreign) (collectively, an “Action”) which (i) adversely affects or challenges the legality, validity

or enforceability of any of the Transaction Documents or the Securities or (ii) would, if there were an unfavorable decision, have or

reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof,

is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim

of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation

by the Commission involving the Company or any current or former director or officer of the Company (in his or her capacity as such).

The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company

or any Subsidiary under the Exchange Act or the Securities Act.

(k) Labor

Relations. Except as disclosed in the SEC Reports or on Schedule 3.1(k), no labor dispute exists or, to the knowledge of the

Company, is imminent with respect to any of the employees of the Company, which would reasonably be expected to result in a Material Adverse

Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s

relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining

agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the

Company, no executive officer of the Company or any Subsidiary, is in violation of any material term of any employment contract, confidentiality,

disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant

in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries

to any liability with respect to any of the foregoing matters that have or would reasonably be expected to have a Material Adverse Effect.

The Company and its Subsidiaries are in compliance with all U.S. federal, state, local and foreign laws and regulations relating to employment

and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance would not,

individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect.

(l) Compliance.

Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been waived

that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or

any Subsidiary received written notice of a claim that it is in default under or that it is in violation of, any credit facility, indenture,

loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound

(whether or not such default or violation has been waived), (ii) is in violation of any judgment, decree or order of any court, arbitrator

or other governmental authority that existing as of the Agreement Date, or (iii) to the Company’s knowledge is in violation of any

statute, rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal, state and local

laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor

matters, except in each case of clause (i), (ii) and (iii) as would not have or reasonably be expected to result in a Material Adverse

Effect.

(m) Environmental

Laws. The Company and its Subsidiaries (i) are in compliance with all federal, state, local and foreign laws relating to pollution

or protection of human health or the environment (including ambient air, surface water, groundwater, land surface or subsurface strata),

including laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic or

hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to

the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as

all authorizations, codes, decrees, demands, or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits,

plans or regulations, issued, entered, promulgated or approved thereunder (“Environmental Laws”); (ii) have received

all permits licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses; and

(iii) are in compliance with all terms and conditions of any such permit, license or approval, except where in each of clause (i), (ii)

and (iii), the failure to so comply would be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

(n) Regulatory

Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal,

state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports, except

where the failure to possess such permits would not reasonably be expected to result in a Material Adverse Effect (“Material

Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification

of any Material Permit.

(o) Title

to Assets. The Company and the Subsidiaries have good and valid title in fee simple to all real property owned by them and good and

valid title in all personal property owned by them that is material to the remaining business of the Company and the Subsidiaries as currently

contemplated to be conducted following the Asset Sale, in each case free and clear of all Liens, except for (i) any Permitted Liens, (ii)

as set forth on Schedule 3.1(o), (iii) Liens for the payment of federal, state or other taxes, for which appropriate reserves have

been made therefor in accordance with GAAP and, the payment of which is neither delinquent nor subject to penalties and (iv) Liens that

would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. Any real property and facilities

held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company

and the Subsidiaries are in compliance in all material respects.

(p) Insurance.

The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such

amounts as are customary in the businesses in which the Company and the Subsidiaries are engaged. Neither the Company nor any Subsidiary

has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain

similar coverage from similar insurers as may be necessary to continue its business without a material increase in cost.

(q) Offering Exemption;

Bad Actors. Subject to the accuracy of the representations of each Investor set forth in this Agreement, the offer, sale and issuance

of the Securities to be issued to such Investor in conformity with the terms of this Agreement constitute transactions which at the time

of issuance shall be exempt from the registration requirements of the Securities Act and from all applicable U.S. state registration

or qualification requirements. Subject to the receipt of the Required Approvals, and assuming the accuracy of each Investor’s representations

and warranties set forth in Section 3.2, the issuance and sale of the Securities to the Investors hereunder will not contravene

the rules and regulations of the Trading Market. Neither the Company nor any predecessor of the Company, any affiliated issuer, any director,

executive officer, other officer participating in the offering, beneficial owner of 20% or more of the Company’s outstanding voting

equity securities, calculated on the basis of voting power, any promoter connected with the Company in any capacity at the time of sale,

nor any person compensated for soliciting purchasers in connection with the offering of the Securities (nor any director, executive officer

or other officer participating in the offering of any such solicitor, or any general partner or managing member of such solicitor), is

subject to any of the disqualifying events described in Rule 506(d)(1) under the Securities Act (each, a “Disqualification Event”),

except for any event that is covered by Rule 506(d)(2) or (3).

(r) Transactions

With Affiliates and Employees. Except as set forth in the SEC Reports or Schedule 3.1(r) or as contemplated by this Agreement

or the Transaction Documents, none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company,

none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other

than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing

of services to or by, providing for rental of real or personal property to or from, providing for the borrowing of money from or lending

of money to or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any

entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, stockholder,

member or partner, in each case in excess of $120,000 other than for (i) payment of salary or consulting fees for services rendered, (ii)

reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits, including stock option agreements under

any stock option plan of the Company.

(s) Sarbanes-Oxley;

Internal Accounting Controls. The Company and the Subsidiaries are in compliance in all material respects with any and all applicable

requirements of the Sarbanes-Oxley Act of 2002, as amended that are effective as of the date hereof, and any and all applicable rules

and regulations promulgated by the Commission thereunder that are effective as of the date hereof and will be as of the Closing Date.

The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions

are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to

permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted

only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared

with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the

Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company

and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company

in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified

in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure

controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the most recently filed periodic report

under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic

report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures

based on their evaluation as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over

financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have materially affected, or

is reasonably likely to materially affect, the internal control over financial reporting of the Company and its Subsidiaries.

(t) Certain

Fees. Except as set forth in the SEC Reports or Schedule 3.1(t), no brokerage or finder’s fees or commissions are or

will be payable by the Company or any Subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment banker,

bank or other Person with respect to the transactions contemplated by the Transaction Documents. The Investor shall have no obligation

with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section

that may be due in connection with the transactions contemplated by the Transaction Documents, except as expressly contemplated by this

Agreement or the Transaction Documents.

(u) Investment

Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities, will not be

or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

(v) Registration

Rights. Except as set forth in the SEC Reports and in the Registration Rights Agreement or on Schedule 3.1(v), no Person has

any right to cause the Company or any Subsidiary to effect the registration under the Securities Act of any securities of the Company

or any Subsidiary.

(w) Private Placement.

Assuming the accuracy of each Investor’s representations and warranties set forth in Section 3.2, no registration under

the Securities Act is required for the offer and sale of the Securities by the Company to the Investors as contemplated hereby. The issuance

and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market (including, subject to the Company

obtaining the Stockholder Approval, the issuance of any Registrable Securities).

(x) Listing

and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) of the Exchange Act, and the Company has taken

no action designed to terminate, or which to its knowledge is likely to have the effect of, terminating the registration of the Common

Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating such registration.

Except as set forth in the SEC Reports, the Company has not, in the 12 months preceding the date hereof, received notice from any Trading

Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance with the listing

or maintenance requirements of such Trading Market. The Common Stock is currently eligible for electronic transfer through the Depository

Trust Company or another established clearing corporation and the Company is current in payment of the fees to the Depository Trust Company

(or such other established clearing corporation) in connection with such electronic transfer.

(y) Application

of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable

any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar

anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state

of incorporation that is or could become applicable to the Investors as a result of the Investor’s and the Company’s fulfilling

their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s

issuance of the Securities and the Investor’s ownership of the Securities.

(z) Intellectual

Property. Except as set forth in the SEC Reports or on Schedule 3.1(z), the Company and the Subsidiaries have, or have rights

to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights,

licenses and other intellectual property rights and similar rights necessary or required for use in connection with their businesses as

contemplated to be conducted following the Asset Sale and where the failure to so have would have a Material Adverse Effect (collectively,

the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a written notice

that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned,

within two (2) years from the date of this Agreement except where such expiration, termination or abandonment would not reasonably be

expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest audited

financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual

Property Rights violate or infringe upon the rights of any Person, except as would not have or reasonably be expected to have a Material

Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no material existing

infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security

measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so would

not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(aa) No Integrated Offering.

Assuming the accuracy of each Investor’s representations and warranties set forth in Section 3.2 and except for the

Company securities to be issued as provided in the Transaction Documents and as part of the Contemplated Transactions, neither the Company,

nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security

or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to be integrated with

prior offerings by the Company for purposes of (i) the Securities Act which would require the registration of any such securities under

the Securities Act, or (ii) any applicable shareholder approval provisions of any Trading Market on which any of the securities of the

Company are listed or designated.

(bb) Indebtedness.

Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt by the Company

of the proceeds from the sale of the Securities hereunder, (i) the fair saleable value of the Company’s assets exceeds the amount

that will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including known contingent

liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital to carry on its business as

now conducted and as proposed to be conducted including its capital needs taking into account the particular capital requirements of the

business conducted by the Company, consolidated and projected capital requirements and capital availability thereof, and (iii) the current

cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after taking into

account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when such amounts

are required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account

the timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of any facts or circumstances

which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction

within one year from the Closing Date, other than as set forth on Schedule 3.1(bb). The SEC Reports set forth as of the date thereof

all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments.

For the purposes of this Agreement, “Indebtedness” means (x) any liabilities for borrowed money or amounts owed in

excess of $50,000 (other than trade accounts payable incurred in the ordinary course of business), (y) all guaranties, endorsements and

other contingent obligations in respect of indebtedness of others, whether or not the same are or should be reflected in the Company’s

consolidated balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection

or similar transactions in the ordinary course of business; and (z) the present value of any lease payments in excess of $50,000 due under

leases required to be capitalized in accordance with GAAP. Neither the Company nor any Subsidiary is in default with respect to any Indebtedness.

(cc) Tax Status. Except

for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, the

Company and its Subsidiaries each (i) has made or filed all United States federal, state and local income and all foreign income and franchise

tax returns, reports and declarations required by any jurisdiction to which it is subject, subject to permitted extensions, (ii) has paid

all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports

and declarations, except those being contested in good faith, with respect to which adequate reserves have been set aside on the books

of the Company, and (iii) has set aside on its books in accordance with GAAP provision reasonably adequate for the payment of all material

taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any amount

that would result in a Material Adverse Effect claimed to be due by the taxing authority of any jurisdiction, and the officers of the

Company or of any Subsidiary know of no basis for any such claim.

(dd) Foreign Corrupt Practices.

Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any agent or other person acting on behalf

of the Company or any Subsidiary prior to the Agreement Date, has (i) directly or indirectly, used any funds for unlawful contributions,

gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign

or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii)

failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person acting on its behalf of which the

Company is aware) which is in material violation of law, or (iv) violated in any material respect any provision of FCPA.

(ee) Accountants.

Carr, Riggs & Ingram, L.L.C. is the Company’s independent registered public accounting firm. The Company’s Annual Report

on Form 10-K for the fiscal year ended December 31, 2025 includes an audit report of Carr, Riggs & Ingram, L.L.C. with respect to

the Company’s consolidated financial statements for the year ended December 31, 2025 and an audit report of Berkowitz Pollack Brant

Advisors + CPAs with respect to the predecessor financial statements of SEE ID, Inc. for the year ended December 31, 2024. Each such accounting

firm was, at the time it issued its respective audit report, an independent registered public accounting firm registered with the Public

Company Accounting Oversight Board (United States), as required by the Exchange Act.

(ff) Regulation M Compliance.

Except as set forth on Schedule 3.1(ff), the Company has not, and to its knowledge no one acting on its behalf has, (i) taken,

directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of

the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting

purchases of, any of the Securities; or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase

any other securities of the Company.

(gg) No General Solicitation.

Neither the Company nor any Person acting on behalf of the Company has offered or sold any of the Securities by any form of general solicitation

or general advertising. The Company has offered the Securities for sale only to the Investors and certain other “accredited investors”

within the meaning of Rule 501 under the Securities Act and/or “qualified institutional buyers” within the meaning of Rule

144A under the Securities Act.

(hh) Acknowledgment Regarding

Investors’ Purchase of Securities. The Company acknowledges and agrees that each Investor is acting solely in the capacity of

an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated thereby. The Company further

acknowledges that no Investor is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to

the Transaction Documents and the transactions contemplated thereby and any advice given by any Investor or any of its representatives

or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely incidental to such Investor’s

purchase of the Securities. The Company further represents to each Investor that the Company’s decision to enter into this Agreement

and the other Transaction Documents has been based solely on the independent evaluation of the transactions contemplated hereby by the

Company and its representatives.

(ii) Stock

Option Plans. Each stock option granted by the Company under the Company’s equity incentive plans was granted (i) in accordance

with the terms of the Company’s equity incentive plans and (ii) with an exercise price at least equal to the fair market value of

the Common Stock on the date such stock option would be considered granted under GAAP and applicable law. No stock option granted under

the Company’s equity incentive plans has been backdated. The Company has not knowingly granted, and there is no and has been no

Company policy or practice to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with,

the release or other public announcement of material information regarding the Company or its financial results or prospects.

(jj) Disclosure. All

of the disclosure furnished by or on behalf of the Company to the Investor, including the Disclosure Schedules to this Agreement, regarding

the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby is, taken as a whole, true and

correct in all material respects as of the date made and does not contain any untrue statement of a material fact or omit to state any

material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not

misleading (it being understood that such disclosure furnished by or on behalf of the Company to the Investor includes the SEC Reports).

The press releases disseminated by the Company and furnished or filed in the SEC Reports during the twelve months preceding the date of

this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact required to be

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

when made, not misleading (it being recognized that any forward-looking statements therein or financial projections or forecasts are not

to be viewed as facts and that the actual results covered thereby may differ from the forward-looking information or projected or forecasted

results). The Company acknowledges and agrees that the Investor does not make nor has made any representations or warranties with respect

to the transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof.

(kk) Office of Foreign

Assets Control. Neither the Company nor any Subsidiary nor, to the Company’s knowledge, any director, officer, agent, employee

or affiliate of the Company or any Subsidiary serving prior to or as of the Agreement Date is currently subject to any U.S. sanctions

administered by the Office of Foreign Assets Control of the U.S. Treasury Department.

(ll) Money Laundering.

The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance in all material respects with

applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended,

applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”),

and no Action or Proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or

any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any Subsidiary, threatened

in writing.

(mm) Cybersecurity; Data

Privacy. The Company and each of its Subsidiaries have implemented and maintain commercially reasonable policies, procedures and safeguards

designed to protect the confidentiality, integrity, availability and security of their respective information technology systems and data.

The Company and each of its Subsidiaries are, and have been, in material compliance with all applicable laws relating to cybersecurity,

data privacy, data security and the collection, storage, use, processing and transfer of personal information. Neither the Company nor

any of its Subsidiaries has experienced any material cybersecurity incident, including any material security breach, ransomware attack,

unauthorized access to, or compromise of, any of its information technology systems or data, that required notification to any governmental

authority or affected individuals under applicable law or disclosure under the Securities Act, the Exchange Act or the rules and regulations

of the SEC, including pursuant to Item 1.05 of Form 8-K, and that has not been so notified or disclosed. The Company has not received

any written notice from any governmental authority alleging any material violation of applicable cybersecurity or data privacy laws that

remains unresolved. To the Company’s knowledge, there are no pending or threatened claims, investigations or proceedings by any

governmental authority relating to any material cybersecurity incident or any material violation of applicable cybersecurity or data privacy

laws.

3.2 Representations

and Warranties of the Investors. Each Investor, for itself and for no other Investor, hereby represents and warrants as of the date

of each Closing (unless such a representation is made as of a specific date therein, in which case, such representation shall be accurate

as of that specific date):

(a) Organization;

Authority. Such Investor is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of

its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction

Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

(b) No

Public Sale or Distribution. Such Investor is acquiring the Securities for its own account and not with a view towards, or for resale

in connection with, the public sale or distribution thereof in violation of applicable securities laws, except pursuant to sales registered

or exempted under the Securities Act; provided, however, by making the representations herein, except as otherwise set forth in the Transaction

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

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

or an exemption from registration under the Securities Act. Such Investor does not presently have any agreement or understanding, directly

or indirectly, with any Person to distribute any of the Securities in violation of applicable securities laws.

Investor Status; Bad Actors. Such Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation

D. To the extent that such Investor is, or will be after a Closing, any person listed in the first paragraph of Rule 506(d)(1) of the

Securities Act with respect to the Company as an “issuer,” such Investor has no “bad actor” Disqualification Event,

except for a Disqualification Event as to which Rule 506(d)(2) or (d)(3) of the Securities Act is applicable.

(d) Reliance

on Exemptions. Such Investor understands that the Securities are being offered and sold to it in reliance on specific exemptions from

the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy

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

Investor set forth herein to determine the availability of such exemptions and the eligibility of such Investor to acquire the Securities.

(e) Information.

Such Investor and its advisors, if any, have been furnished with all materials relating to the business, finances, and operations of the

Company and materials relating to the offer and sale of the Securities that have been requested by such Investor. Such Investor and its

advisors, if any, have reviewed the Company’s SEC Reports and have been afforded the opportunity to ask questions of the Company.

Neither such inquiries nor any other due diligence investigations conducted by such Investor or its advisors, if any, or its representatives

shall modify, amend, or affect such Investor’s right to rely on the Company’s representations and warranties contained herein.

Such Investor understands that its investment in the Securities involves a high degree of risk. Such 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.

(f) No

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

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

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

(g) Transfer

or Resale. Such Investor understands, that except as provided in the Transaction Documents, including the Registration Rights Agreement,

(i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered

for sale, sold, assigned, or transferred unless (A) subsequently registered thereunder, (B) such Investor shall have delivered to the

Company (if requested by the Company) an opinion of counsel, in a form reasonably acceptable to the Company and its transfer agent, to

the effect that the Securities to be sold, assigned, or transferred may be sold, assigned, or transferred pursuant to an exemption from

such registration, or (C) such Investor provides the Company with reasonable assurance that the Securities can be sold, assigned, or transferred

pursuant to an exemption available under the Securities Act, (ii) for so long as Rule 144 is not available, any resale of the Securities

under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term

is defined in the Securities Act) will require compliance with some other exemption under the Securities Act or the rules and regulations

promulgated thereunder, and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the

Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the

foregoing and without releasing such Investor from compliance with, or limiting the obligations of such Investor to comply with, the terms

and conditions of the Transaction Documents, the Securities may be pledged in connection with a bona fide margin account or other loan

or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale, or assignment

of the Securities hereunder, and such Investor effecting a pledge of Securities shall not be required to provide the Company with any

notice thereof; provided, however, that the Company shall have no obligation to provide any assistance in connection therewith nor shall

the Company have any liability or be responsible for any fees, costs or expenses in respect thereof and shall be indemnified and held

harmless in full by such Investor in respect of all losses, liabilities, damages, costs or expenses arising out or relating to such pledge,

transfer or security interest.

(h) Validity;

Enforcement. This Agreement has been duly and validly authorized, executed, and delivered on behalf of such Investor and shall constitute

the legal, valid, and binding obligations of such Investor enforceable against such Investor in accordance with their respective terms,

except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization,

moratorium, liquidation, and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights

and remedies.

(i) No

Conflicts. The execution, delivery, and performance by such Investor of this Agreement and the performance by such Investor of the

transactions contemplated hereby and thereby will not (i) result in a violation of the organizational documents of such Investor, (ii)

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

to others any rights of termination, amendment, acceleration, or cancellation of, any agreement, indenture, or instrument to which such

Investor is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment, or decree (including federal and state

securities laws) applicable to such Investor, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights,

or violations which could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability

of such Investor to perform its obligations hereunder.

The Company acknowledges and agrees that the representations

contained in this Section 3.2 shall not modify, amend or affect each Investor’s right to rely on the Company’s

representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document

or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the Contemplated

Transactions.

ARTICLE 4.

OTHER AGREEMENTS OF THE PARTIES

4.1 Restrictive Legends.

Certificates evidencing the Preferred Stock and Registrable Securities shall not contain any legend (including the legend set forth in

this Section 4.1), (i) while a registration statement covering the resale of such security is effective under the Securities Act,

(ii) if eligible for resale under Rule 144, following any sale of such Preferred Stock or Registrable Securities pursuant to Rule 144,

(iii) if such Preferred Stock or Registrable Securities are eligible for sale under Rule 144 without the requirement for the Company

to be in compliance with the current public information required under Rule 144 as to such Preferred Stock and Registrable Securities

and without volume or manner-of-sale restrictions and the Company is then in compliance with Rule 144(i), or (iv) if such legend is not

required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff

of the Commission); provided that in each of the foregoing cases the requesting Investor (or any permitted transferee or assignee

of such Investor) provides the Company, the Transfer Agent and Company’s Counsel such representation letters of such Investor and/or

its broker as reasonably requested by them. In furtherance of the foregoing, the Company shall cause its counsel to issue a legal opinion

to the Transfer Agent promptly after the effective date if required by the Transfer Agent to effect the removal of the legend hereunder,

or if reasonably requested by an Investor (or any permitted transferee or assignee of such Investor), respectively, in each case, subject

to such Investor (or any permitted transferee or assignee of such Investor) providing the Company, the Transfer Agent and the Company’s

Counsel such representation letters of such Investor and/or its broker as reasonably requested by them in support of the opinion. If

all or any portion of the Preferred Stock is converted at a time when there is an effective registration statement to cover the resale

of the Conversion Shares, or if such legend is not otherwise required under applicable requirements of the Securities Act (including

judicial interpretations and pronouncements issued by the staff of the Commission) then such Conversion Shares shall be issued free of

all legends in each case, subject to the converting Investor providing the Company, the Transfer Agent and the Company’s Counsel

such representation letters of such Investor and/or its broker as reasonably requested by them in support of the opinion. The Company

agrees that following the effective date or at such time as such legend is no longer required under this Section 4.1, it will,

no later than the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following

the delivery by an Investor to the Company or the Transfer Agent of a certificate representing Preferred Stock or Registrable Securities,

as the case may be, issued with a restrictive legend (such date, the “Legend Removal Date”), deliver or cause to be

delivered to such Investor a certificate representing such shares that is free from all restrictive and other legends, subject to such

Investor providing the Company, the Transfer Agent and the Company’s counsel such representation letters of such Investor and/or

its broker as reasonably requested by them; provided, however, that the Company is then in compliance with Rule 144(i). The Company

may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth

in this Section 4.1. Certificates for Securities subject to legend removal hereunder shall be transmitted by the Transfer Agent

to the applicable Investor by crediting the account of such Investor’s prime broker with the Depository Trust Company System

as directed by such Investor (or any permitted transferee or assignee of such Investor). As used herein, “Standard Settlement

Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading

Market with respect to the Common Stock as in effect on the date of delivery of a certificate representing Preferred Stock or Registrable

Securities, as the case may be, issued with a restrictive legend. Each Investor agrees that the Closing Shares and the Conversion Shares,

issued pursuant to exemptions from registration under the Securities Act, shall each bear legends stating that transfer of those Securities

is restricted, substantially as follows:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE

HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE

OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER

THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY

ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE

144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT

OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

If the Company shall fail,

for any reason or for no reason, to cause the Transfer Agent to deliver to an Investor, on or prior to the applicable Legend Removal Date,

Securities free of restrictive legends in accordance with this Section 4.1 (a “Legend Removal Failure”), then,

as liquidated damages and not a penalty, if on or after such Legend Removal Date such Investor purchases (in an open market transaction,

stock loan or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Investor of all or any portion of the Securities

that such Investor is entitled to receive without restrictive legends that it has not received from the Company in connection with such

Legend Removal Failure (a “Buy-In”), then the Company shall, within three (3) Business Days after receipt of such Investor’s

request, pay cash to such Investor in an amount equal to the excess, if any, of such Investor’s total purchase price (including

brokerage commissions, stock loan costs and other documented out-of-pocket expenses, if any) for the shares of Common Stock so purchased

(the “Buy-In Price”), over the product of (A) the number of shares of Common Stock that the Company was required to

deliver free of restrictive legends pursuant to this Section 4.1 multiplied by (B) the sale price giving rise to the Buy-In. Such

Investor shall provide the Company with written notice of the Buy-In and, upon the Company’s reasonable request, reasonable supporting

documentation evidencing the Buy-In Price. Nothing herein shall limit each Investor’s right to pursue any other remedies available

under this Agreement or the Transaction Documents, at law or in equity, including, without limitation, specific performance and injunctive

relief requiring the Company to comply with its obligations under this Section 4.1. Each Investor shall be entitled to seek specific

performance, injunctive relief and other equitable remedies to enforce the Company’s obligations under this Section 4.1 without

the necessity of proving actual damages or posting any bond or other security. Notwithstanding anything to the contrary in this Section

4.1, no Investor shall be entitled to obtain duplicative monetary recovery under this Section 4.1 or other provisions of this

Agreement and any other Transaction Documents for the same Legend Removal Failure.

4.2 Acknowledgment

of Dilution. The Company acknowledges that the issuance of the Securities will result in dilution of the outstanding shares of Common

Stock. Subject to compliance with the terms of this Agreement, the Company further acknowledges that its obligations under the Transaction

Documents, including, without limitation, its obligation to issue the Conversion Shares pursuant to the Transaction Documents when required

in accordance with their terms, are unconditional and absolute, except for the Required Approvals, and not subject to any right of set

off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against an Investor

or any transferee thereof, and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders

of the Company.

4.3 Limitations

on Disposition; Certain Transactions. Each Investor acknowledges that the Company will refuse to register any transfer of the Securities

not made (a) pursuant to registration under the Securities Act, or (b) pursuant to an available exemption from registration, or (c) where

such Investor (or any permitted transferee or assignee of such Investor) or its broker has failed to provide the Company, the Transfer

Agent and the Company’s counsel such representation letters as reasonably requested by them in support of any legend removal opinion.

Each Investor further agrees not to engage in any hedging transactions in Company securities. Each Investor covenants and agrees that

neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will, directly or indirectly, execute any Short

Sales during the period commencing with the Agreement Date and ending at such time that such Investor ceases to be the owner of any Company

securities.

4.4 Securities

Laws Disclosure; Publicity. The Company shall (a) by the Disclosure Time, issue a press release disclosing the material terms of the

transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto,

with the Commission within the time required by the Exchange Act. From and after the issuance of such press release, the Company represents

to each Investor that it shall have publicly disclosed all material, non-public information delivered to the Lead Investor by the Company

or any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates or agents, in connection with the transactions

contemplated by the Transaction Documents. In addition, effective upon the issuance of such press release, the Company acknowledges and

agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any

of its Subsidiaries or any of their respective officers, directors, agents, employees, Affiliates or agents, on the one hand, and each

Investor or any of its Affiliates on the other hand, shall terminate and be of no further force or effect. The Company covenants that,

no later than the date on which the Registration Statement Restricted Account Release Condition is satisfied, the Company shall have publicly

disclosed all material non-public information, if any, previously provided to each Investor. The Company understands and confirms that

each Investor shall be relying on the foregoing covenant in effecting transactions in securities of the Company in accordance with applicable

federal securities laws. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Investor, or include the

name of any Investor in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of

such Investor, except (a) as required by federal securities law in connection with (i) any registration statement contemplated by the

Registration Rights Agreement, (ii) the filing of final Transaction Documents with the Commission, and (iii) disclosure in the proxy statement

for the Stockholders Meeting, and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the

Company shall provide such Investor with prior notice of such disclosure permitted under this clause (b) and both the Lead Investor and

the Company shall reasonably cooperate with one another regarding such disclosure.

4.5 Continuation

of Public Reporting. The Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable

grace period) all reports required to be filed by the Company after the Agreement Date pursuant to the Exchange Act through the Board

Transition Date, except in the event that the Company consummates: (a) any transaction or series of related transactions as a result of

which any Person (together with its Affiliates) other than the Lead Investor acquires then outstanding securities of the Company representing

more than fifty percent (50%) of the voting control of the Company; (b) a merger or reorganization of the Company with one or more other

entities in which the Company is not the surviving entity; or (c) a sale of all or substantially all of the assets of the Company, where

the consummation of such transaction results in the Company no longer being subject to the reporting requirements of the Exchange Act

and excluding, for the avoidance of doubt, the Asset Sale. Each Investor covenants that it will, or will cause its advisors or representatives

to, cooperate with the reasonable requests of the Company in connection with any disclosures or other information reasonably requested

by the Company in order to prepare all reports required to be filed by the Company after the Agreement Date pursuant to the Exchange Act

in accordance with the Exchange Act and this Section 4.5.

4.6 Integration.

Except for the Company securities in connection with the other Contemplated Transactions, the Company shall not sell, offer for sale or

solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be

integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale

of the Securities or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any

Trading Market such that it would require stockholder approval prior to the closing of such other transaction, unless stockholder approval

is obtained before the closing of such subsequent transaction. For the avoidance of doubt, the Asset Sale is a separate and independent

transaction from the issuance and sale of the Securities contemplated by this Agreement and shall not be integrated with the offer, sale,

or issuance of the Securities for purposes of the Securities Act, the rules and regulations of any Trading Market, or any other applicable

securities laws or regulations. The parties acknowledge and agree that (i) the Asset Sale involves different consideration, different

counterparties, and different purposes than the transactions contemplated hereby, (ii) neither the Asset Sale nor any proceeds thereof

shall constitute consideration for, or be deemed part of, the issuance of the Securities, and (iii) no approval required for the Asset

Sale shall be deemed a condition to the issuance of the Securities (other than as expressly set forth in the definition of Stockholder

Approval), and no approval required for the issuance of the Securities shall be deemed a condition to the consummation of the Asset Sale

(other than as expressly set forth herein).

4.7 Determination

of Conversion Price for Preferred Stock; Conversion Procedures.

(a) The

“Conversion Price” to be set forth in the Certificate of Designation of the Series AA Preferred Stock shall be $1.00

per share of Common Stock, in the Series AAA Preferred Stock shall be $0.0901185708 per share of Common Stock, and in the Series B Preferred

Stock shall be $5.00 per share of Series AAA Preferred Stock.

(b) The

“Stated Value” to be set forth in the Certificate of Designation of the Series AA Preferred Stock shall be $5.00 per share

of Common Stock, in the Series AAA Preferred Stock shall be $5.00 per share of Common Stock, and in the Series B Preferred Stock shall

be $5.00 per share of Series AAA Preferred Stock.

form of Conversion Notice included in the applicable Certificates of Designation together with the provisions of the applicable Certificates

of Designation sets forth the totality of the procedures required of the Investors in order to convert the Closing Shares into shares

of Common Stock and/or Series AAA Shares, as applicable. Without limiting the preceding sentence, no ink-original Notice of Conversion

shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be

required in order to convert the Closing Shares into Conversion Shares. No additional information or instructions shall be required of

an Investor or transferee thereof to convert the Closing Shares. The Company shall honor the conversions of the Closing Shares and shall

deliver Conversion Shares in accordance with the terms, conditions and time periods set forth in the applicable Certificate of Designation.

4.8 Bankruptcy.

From the Agreement Date through the Board Transition Date, and subject to each Investor complying with its obligations under this Agreement,

neither the Company nor any of its Subsidiaries shall voluntarily commence, authorize or consent to the commencement of any case, proceeding

or other action seeking relief under any bankruptcy, insolvency, reorganization, liquidation, receivership, moratorium or other similar

law relating to the relief of debtors, or seek or consent to the appointment of a receiver, trustee, custodian or similar official for

all or any material portion of its assets, except as required by applicable law, in the case of financial distress and with a valid bankruptcy

purpose, or as a result of the good faith exercise of the fiduciary duties of the Company’s Board of Directors.

4.9 Subsequent

Equity Sales. From the Closing Date until the later of (i) the Board Transition Date and (ii) the Trading Day immediately following

the effective date of the registration statement, the Company will not issue shares of Common Stock or Common Stock Equivalents. Notwithstanding

the foregoing, this Section 4.9 shall not apply in respect of an Exempt Issuance.

4.10 Stockholder

Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any Investor

(or any transferee thereof pursuant to the Securities Purchase Rights Transfer Right) as a result of the Investment is an “Acquiring

Person” under any control share acquisition, business combination, poison pill or similar anti-takeover plan or arrangement

in effect or hereafter adopted by the Company, or that an Investor could be deemed to trigger the provisions of any such plan or arrangement,

by virtue of receiving Securities under the Transaction Documents.

4.11 Use

of Proceeds. The Company shall use the net proceeds from the sale of the Series AA Preferred Stock for repayment, payoff, purchase,

assignment, refinancing, settlement or other satisfaction of the Company’s obligations under the J.J. Astor Loan and related documents,

including obtaining the release or termination of related liens and security interests; and, to the extent net proceeds from the sale

of the Securities are available, for one or more of the following purposes: (i) payment, settlement, compromise, cure, reduction, satisfaction

or elimination of existing liabilities and obligations of the Company and its Subsidiaries, including accounts payable, accrued expenses,

lease liabilities, credit card obligations, vendor obligations, insurance premiums, professional fees, audit/accounting/legal/advisory

fees, fairness opinion fees, employee, contractor and labor costs, and related party or insider obligations to the extent properly approved

and disclosed; (ii) transaction costs and expenses incurred in connection with the Contemplated Transactions by the Transaction Documents,

the Asset Sale and related matters; (iii) software, shipping, vendor, employee and other normal-course operating expenses; and (iv) general

corporate and working capital purposes.

4.12 Furnishing of

Information; Public Information. At any time during the period commencing from the six (6) month anniversary of the Agreement Date

and ending at such time that all of the Securities may be sold without the requirement for an Investor to be in compliance with Rule

144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, if the Company (i) shall fail for any reason to satisfy

the current public information requirement under Rule 144(c) or (ii) has ever been an issuer described in Rule 144(i)(1)(i) or becomes

an issuer in the future, and, after the Company has complied with the requirements of Rule 144(i)(2) after the expiration of the 6-month

period after the Agreement Date, the Company shall fail to satisfy any condition set forth in Rule 144(i)(2) that is not due to any delay

caused by such Investor (or its permitted transferees or assignees) (a “Public Information Failure”) then, in addition

to such Investor’s other available remedies, the Company shall pay to such Investor, in cash, as partial liquidated damages and

not as a penalty, by reason of any such delay in or reduction of its ability to sell the Securities, an amount in cash equal to one-half

of one percent (0.5%) of the Purchase Price paid by such Investor for the Securities on the day of a Public Information Failure and on

every thirtieth (30th) day (pro rated for periods totaling less than thirty (30) days) thereafter until the earlier of (A) the date such

Public Information Failure is cured and (B) such time that such public information is no longer required for such Investor to transfer

the Securities pursuant to Rule 144, subject to an aggregate maximum payable by the Company in liquidated damages under this Section

4.12 of three percent (3.0%) of the Purchase Price. The payments to which an Investor shall be entitled pursuant to this Section 4.12

are referred to herein as “Public Information Failure Payments.” Public Information Failure Payments shall be paid

on the earlier of (1) the last day of the calendar month during which such Public Information Failure Payments are incurred and (2) the

third (3rd) Business Day after the event or failure giving rise to the Public Information Failure Payments is cured. In the event the

Company fails to make Public Information Failure Payments in a timely manner, such Public Information Failure Payments shall bear interest

at the rate of 0.75% per month (prorated for partial months) until paid in full. Nothing herein shall limit an Investor’s right

to pursue actual damages for the Public Information Failure, and such Investor shall have the right to pursue all remedies available

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

to the contrary in this Section 4.12, no Investor shall be entitled to obtain duplicative monetary recovery under this Section

4.12 or other provisions of this Agreement and any other Transaction Documents for the same Public Information Failure.

4.13 Indemnification

of the Investors. Subject to the provisions of this Section 4.13, the Company will indemnify and hold each Investor and

its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role

of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Investor (within

the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents,

members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding

a lack of such title or any other title) of such controlling persons (each, an “Investor Party”) harmless from any

and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in

settlements, court costs and actual, reasonable and documented attorneys’ fees and costs of investigation that any such Investor

Party actually suffers or incurs as a result of or arising out of any inaccuracy in or breach of any of the representations, warranties,

covenants or agreements made by the Company in this Agreement. If any action shall be brought against any Investor Party in respect of

which indemnity may be sought pursuant to this Agreement, such Investor Party shall promptly notify the Company in writing, and the Company

(acting under the Special Committee, if in place, and the Board of Directors, if not) shall have the right to assume the defense thereof

with counsel of its own choosing (as selected by the Special Committee) reasonably acceptable to the Investor Party. To the extent that

an Investor Party fails to provide timely notice of a claim for indemnity under this Section 4.13, and such failure materially

prejudices the Company’s ability to defend against such claim, the Company shall have no obligation under this Section 4.13

to indemnify the Investor Party for the claim (or portion thereof) that was so affected. Any Investor Party shall have the right to employ

separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the

expense of such Investor Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in

writing, (ii) the Company has failed within twenty (20) days after receipt of notice from the Investor Party to assume such defense and

to take reasonable efforts to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material

conflict on any material issue between the position of the Company and the position of such Investor Party, in which case the Company

shall be responsible for the actual, reasonable and documented fees and expenses of no more than one such separate counsel. The Company

will not be liable to any Investor Party under this Agreement (y) for any settlement by an Investor Party effected without the Company’s

prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss,

claim, damage or liability is attributable to any Investor Party’s breach of any of the representations, warranties, covenants or

agreements made by such Investor Party in this Agreement. The indemnification required by this Section 4.13 shall be made

by periodic payments of reasonable amounts thereof during the course of the investigation or defense, as and when bills are received or

are incurred. The indemnity agreements contained herein shall be the exclusive remedy of each Investor Party. Notwithstanding anything

to the contrary herein, the aggregate liability of the Company under this Section 4.13 shall not exceed the total amount of

such Investor’s investment made in cash pursuant to this Agreement, reduced by (i) any amounts actually recovered by any Investor

Party from subsequent sales of such investment, insurance, indemnification from third parties, or otherwise in respect of the applicable

claim, and (ii) any tax benefits realized by any Investor Party in connection with such losses, liabilities, damages, costs or expenses.

Each Investor agrees to use commercially reasonable efforts to seek recovery from applicable insurance policies and third parties prior

to seeking recovery from the Company and shall not be entitled to duplicative recovery. Notwithstanding anything in this Agreement to

the contrary, each Investor acknowledges that the Company (A) does not have assets sufficient to compensate such Investor for any breach

or default by the Company hereunder or for any indemnification obligation hereunder, and the recourse of such Investor hereunder is accordingly

limited, and (B) shall not be liable to such Investor for any loss incurred as a result of a reduction to the Company’s stock price

caused by selling activity by such Investor with respect to the Company’s securities or Trading Market delistings of the Common

Stock caused by or connected to changes made by such Investor to Company’s management or its Board of Directors.

4.14 Reservation

and Listing of Securities.

(a) Except

to the extent limited by the Company’s authorized shares of Common Stock, the Company shall maintain a reserve from its duly authorized

shares of Common Stock for issuance pursuant to the Transaction Documents in such amount as may then be required to fulfill its obligations

in full under the Transaction Documents.

(b) If,

on any date prior to the filing of the definitive proxy statement on Schedule 14A for the Stockholder Approval, the number of authorized

but unissued (and otherwise unreserved) shares of Common Stock is less than the Required Minimum on such date, then the Board of Directors

shall include a proposal for an amendment to the Company’s certificate of incorporation (the “Charter Amendment”)

to increase the number of authorized but unissued shares of Common Stock to at least the Required Minimum at the Stockholders Meeting.

Company shall, if applicable: (i) in the time and manner required by the principal Trading Market on which the Common Stock is listed,

prepare and file with such Trading Market an additional shares listing application covering a number of shares of Common Stock at least

equal to the Required Minimum on the date of such application to the extent permitted by the Trading Market, (ii) take all reasonable

steps necessary to cause such shares of Common Stock to be listed on such Trading Market which the Common Stock is then listed as soon

as possible thereafter, (iii) provide to the Lead Investor reasonable evidence of such listing and (iv) use commercially reasonable efforts

to maintain the listing of such Common Stock on such Trading Market. The Company agrees to use commercially reasonable efforts to maintain

the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation,

including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation

in connection with such electronic transfer.

4.15 Certain

Company Actions.

(a) Effective

as of, and from and after, the Series AA Closing, and for so long as the Investors hold at least fifteen percent (15%) of the total Series

AA Shares issued as of the Series AA Closing Date, the Lead Investor shall have the right, but not the obligation, to designate one (1)

director (the “Investor Initial Designee”) in accordance with the Certificate of Designation of the Series AA Preferred

Stock. Effective as of the Series B Closing, and for so long as the Investors hold any Series B Shares issued as of the Series B Closing

Date, solely upon the occurrence of a Restricted Account Trigger Event, the Lead Investor shall have the right, but not the obligation,

to designate a majority of the members of the Board of Directors in accordance with the Certificate of Designation of the Series B Preferred

Stock and Section 4.23(d) of this Agreement. Upon any conversion of the Series B Preferred Stock into Series AAA Preferred Stock

pursuant to the Certificate of Designation of the Series B Shares upon receipt of Stockholder Approval, the Lead Investor shall have the

right to designate a majority of the members of the Board of Directors, and thereafter, for so long as the Investors hold at least fifteen

percent (15%) of the total Series AAA Shares issued upon conversion of the Series B Preferred Stock issued at the Series B Closing, such

nomination rights shall thereafter be governed by the Certificate of Designation of the Series AAA Preferred Stock. For the avoidance

of doubt, the Investor Initial Designee shall be included in determining whether the Lead Investor has the right to designate a majority

of the members of the Board of Directors, and the Investor Nominees shall consist of such additional individuals as are necessary so that,

together with the Investor Initial Designee, the Lead Investor’s designees constitute a majority of the Board.

(b) The

Lead Investor’s right to designate the Investor Initial Designee and the Investor Nominees shall also be set forth in the Certificate

of Designation of each of the Series AA Preferred Stock, the Series B Preferred Stock and the Series AAA Preferred Stock, respectively,

such that such right shall be self-executing upon the filing of the respective Certificate of Designation with the Secretary of State

of Delaware subject to receipt of the Stockholder Approval, as applicable. The Investor Initial Designee and each of the Investor Nominees

shall first have their qualifications evaluated and then, subject to a determination as to their qualifications, be recommended (which

recommendation shall not be unreasonably withheld, conditioned or delayed) by the Company’s Nominating and Corporate Governance

Committee for nomination or appointment, as applicable, by the Company’s Board of Directors, in each case, acting in accordance

with their respective fiduciary duties. The Lead Investor shall recommend a sufficient number of Investor Nominees in order for the Company

to satisfy the “independence” requirements and other requirements applicable to members of the audit committee and compensation

committee, in each case, as set forth in the listing rules of the Trading Market and under the federal securities laws in order to be

nominated to the Board of Directors. If the Company’s Board of Directors or Nominating and Corporate Governance Committee, as applicable,

shall fail to approve any proposed Investor Nominee within ten (10) Business Days, the Lead Investor shall have the right, but not the

obligation, to recommend additional Investor Nominees for evaluation and nomination in accordance with the foregoing provisions of this

Section 4.15(a), which recommendation, nomination or appointment shall likewise not be unreasonably withheld, conditioned or delayed.

The Lead Investor shall have the right to withdraw, recall, and replace the Investor Initial Designee or any Investor Nominee at any time,

in its sole discretion. The Company shall coordinate the class in which the Investor Initial Designee and each Investor Nominee shall

be nominated to serve on the Board of Directors in accordance with the Company’s certificate of incorporation and bylaws. The Investor

Initial Designee and each Investor Nominee shall provide the requisite information for purposes of the evaluation of the Company’s

Nominating and Corporate Governance Committee and required disclosure in the proxy statement for the Stockholders Meeting. The Company

shall use commercially reasonable efforts to cause the Investor Initial Designee and each of the Investor Nominees to be elected to the

Board of Directors at the Stockholders Meeting. For purposes of this Agreement, the date that the Investor Nominees have been duly elected

or appointed to and constitute a majority of the then-current Board of Directors shall be the “Board Transition Date.”

Notwithstanding the foregoing, the rights of the Lead Investor provided in this Section 4.15(a) shall at all times be subject

to, and in compliance with the listing rules of the Trading Market, including, if applicable, Nasdaq Listing Rule 5640. In the event that

the Trading Market informs the Company that it is not in compliance with its listing requirements as a result of the Lead Investor’s

rights contained in this Agreement, the Lead Investor shall cooperate with the Company to promptly remedy such non-compliance, including

the possibility of proportionately reducing the Lead Investor’s right to appoint the Investor Nominees hereunder.

following the Series AA Closing, the Board of Directors shall designate and appoint a representative designated by the Lead Investor as

President of the Company (the “Executive”), to serve alongside the Company’s Chief Executive Officer, in accordance

with the scope of duties and subject to the other terms and conditions set forth in the Employment Agreement, and who shall be added as

a signatory to the Restricted Account within five (5) Business Days immediately following the execution of the Restricted Account Agreement

and in no event later than the Series B Closing Date. The existing management of the Company shall remain in place.

(d) From

the Agreement Date until the Board Transition Date, without the Lead Investor’s consent, which shall be provided in its sole discretion,

the Company shall not, except in each case, as contemplated by this Agreement, including the Contemplated Transactions, or as required

by applicable law: (i) change the number of directors constituting the entire Board of Directors or fill any vacancy in the Board

of Directors (except as provided in this Agreement), (ii) change the nature of the Company’s operations other than as contemplated

by this Agreement and the Asset Sale, (iii) incur any debt for borrowed money that will remain the obligation of the Company after the

Asset Sale outside of the ordinary course of business as contemplated post-Asset Sale, (iv) guarantee any obligation of any third party

that will remain the obligation of the Company after the Asset Sale outside the ordinary course of business as contemplated post-Asset

Sale, (v) issue any capital stock other than pursuant to obligations to issue Common Stock pursuant to any Company equity incentive plan

or other Exempt Issuance or draws under the White Lion ELOC as permitted by Section 4.19(a), (vi) issue or grant any new Common

Stock Equivalent other than pursuant to an agreement in existence of the date hereof (without any amendment to the terms thereof), (vii)

amend its certificate of incorporation, or bylaws (except as set forth in this Agreement), (viii) release, disburse, or authorize the

release or disbursement of any funds from the Restricted Account other than in strict compliance with Section 4.23 and the Restricted

Account Agreement, or (ix) agree to any of the foregoing; provided that, solely in the case of items (iii) and (iv), the Lead Investor’s

consent shall not be unreasonably withheld, conditioned or delayed.

4.16 Stockholder

Approval; Quorum.

(a) The

Company shall take all action necessary under applicable law to call, give notice of and hold the Stockholders Meeting within 60 days

from the Series AA Closing Date (the “Stockholder Meeting Deadline”) for the purpose of obtaining the Stockholder Approval.

The Company shall use its commercially reasonable efforts to solicit the Stockholder Approval and to cause the Board of Directors to recommend

to the stockholders that they approve each proposal constituting such Stockholder Approval. If the Stockholder Approval is not obtained

on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional Stockholder Meeting to be held within 60 days from

the prior meeting to approve each proposal not previously approved (the “Extended Stockholder Approval Period”). If

the Stockholder Approval is not obtained within the Extended Stockholder Approval Period, then the Company shall convene additional stockholder

meetings every 60 days thereafter until all proposals have been approved.

(b) Within

five (5) days of the date hereof, the Company’s Board of Directors shall approve an amendment to the Company’s bylaws setting

the quorum required for a meeting of stockholders to one-third of all stockholders entitled to vote at such meeting.

4.17 Participation

in Future Financing.

(a) Non-Underwritten

Offerings.

(i) If,

from the Agreement Date until the earliest of the Board Transition Date or six (6) months after the Closing Date for the Series AA Closing,

(the “Participation Period”), the Company proposes to offer and sell any New Securities in an offering that is conducted

pursuant to an exemption from registration under the Securities Act, or in an offering that is registered under the Securities Act that

is not conducted as a firm-commitment underwritten offering, then, subject to compliance with all applicable securities laws and regulations,

the Investors shall have the right to purchase, on the same terms, including the price per security, and subject to the same conditions,

as are applicable to the other investors in such offering, that amount of New Securities being offered for sale in such offering equal

to up to 25% of the total amount of New Securities offered for sale in such offering.

(ii) If the Company

proposes to conduct an offering with respect to which the Investors would have rights to purchase New Securities pursuant to this Section 4.17,

the Company shall give written notice (the “Participation Preliminary Notice”) to each Investor at least three (3)

Business Days prior to the commencement of the offering of the New Securities, stating only (a) that the Company is contemplating an

offering of New Securities, (b) the estimated date and time at which the Company expects to enter into a definitive agreement for the

sale of the New Securities (the “Expected Sale Date”), and (c) that if such Investor agrees, such Investor will receive

a subsequent notice containing the material terms of such offering. The Participation Preliminary Notice shall not contain the pricing,

size, identity of counterparty or other terms of the proposed offering, and shall not constitute material non-public information. If

an Investor notifies the Company in writing within one (1) Business Day of receipt of the Participation Preliminary Notice that it wishes

to receive the Participation Supplemental Notice, the Company shall promptly deliver a supplemental notice (the “Participation

Supplemental Notice”), to be delivered no later than two (2) Business Days prior to the commencement of the offering of the

New Securities, stating (x) the number, type and material terms of such New Securities to be offered, (y) the price and terms, if any,

upon which it proposes to offer such New Securities and (z) the Expected Sale Date).

(iii) If

an Investor desires to exercise its rights under this Section 4.17 to participate in such offering, then the Investor must

provide a written notice to the Company by not later than 4:00 p.m. (New York City time) on the first (1st) Business Day prior to the

Expected Sale Date set forth in the Participation Supplemental Notice, stating the amount of the Investor’s elected participation.

If the Company receives no such notice from the Investor within the time period set forth herein, the Investor shall be deemed to have

notified the Company that it does not elect to purchase any New Securities in connection with such offering and the Company shall be free

to sell such securities in the offering. Each Investor and its Affiliates (or their respective permitted transferees or assignees) acknowledge

that upon receipt of any Participation Supplemental Notice (but not a Participation Preliminary Notice) in accordance with this Section

4.17 each shall be in possession of material non-public information (as defined under the applicable securities laws) with respect

to the proposed offering and shall refrain from transactions in the securities of the Company, until permitted in accordance with Section

4.17(c).

(b) Underwritten

Offerings. If, during the Participation Period, the Company proposes to offer and sell any New Securities in a firm commitment underwritten

offering registered under the Securities Act, then, subject to compliance with all applicable securities laws and regulations, the Company

will use its commercially reasonable efforts to cause the managing underwriter(s) of such offering to contact each Investor about potentially

participating in such offering and to provide to such Investor, on the same terms, including the price per security, and subject to the

same conditions, as are applicable to the public in such offering, the opportunity to purchase that amount of New Securities being offered

for sale in such offering equal to up to 25% of the total amount of New Securities offered for sale in such offering (excluding securities

issuable to the underwriter(s) of the offering upon exercise of an overallotment or other option to purchase additional shares).

Terms Applicable to Participation Rights.

(i) Notwithstanding

anything to the contrary in this Section 4.17 and unless otherwise agreed by such Investor, in the event the Company determines

to abandon a proposed offering regarding which the Company or any underwriter have provided notice to such Investor pursuant to this Section 4.17,

the Company shall, or shall cause the managing underwriter(s), to confirm such abandonment to such Investor in the same manner and on

the same day as such abandonment is communicated to other potential investors. If, by the tenth (10th) Business Day following delivery

of notice of the offering to an Investor pursuant to this Section 4.17, no public disclosure regarding a transaction with

respect to the applicable offering has been made, such offering shall be deemed to have been abandoned and such Investor shall be deemed

to not be in possession of any material non-public information (as defined under the applicable securities laws) with respect to the proposed

offering, unless the Company advises such Investor that the offering has not been abandoned. The Company understands and confirms that

each Investor may rely on this Section 4.17 when effecting transactions in securities of the Company.

(ii) Subject

to compliance with all applicable securities laws and regulations, each Investor may apportion any New Securities to be purchased pursuant

to its rights in this Section 4.17 in such proportion as it deems appropriate among itself and any of its respective affiliates.

(iii) The

rights of each Investor under this Section 4.17 to purchase securities in an offering will be conditioned upon the completion

of such offering.

(iv) The

Company and each Investor hereby acknowledge that nothing in this Section 4.17 constitutes an offer or the commitment by any

Person to purchase any New Securities in any offering.

4.18 Asset

Sale; Certain Restrictions

(a) On

or after the Agreement Date, the Company intends to enter into an agreement to sell to a third party a portion of its operating business

comprising designated operating assets used in its business (such anticipated transaction, on substantially the terms which have been

disclosed on Schedule 4.18, the “Asset Sale”). Notwithstanding the foregoing, the parties hereto acknowledge

and agree that (i) the Asset Sale may not be consummated prior to the Board Transition Date, (ii) a special committee of the Board of

Directors (the “Special Committee”), initially consisting of one or more individuals designated by the Board of Directors

in its sole discretion prior to the Board Transition Date, shall be established by the Board of Directors within five (5) Business Days

after the Series AA Closing, (iii) the Board of Directors shall delegate to the Special Committee the exclusive power, authority and discretion

of the Board of Directors with respect to the Special Committee Matters, (iv) no Investor shall, and shall not cause the Board of Directors

or the Company to, take, direct, cause, or engage in any action that, directly or indirectly, would (or would reasonably be expected to)

change the composition of, interfere with, delay, limit, inhibit, restrict, or prevent the exercise and performance of the rights and

obligations of, the Special Committee, including with respect to the Special Committee Matters, and (v) the charter of the Special Committee

shall provide that the Special Committee shall retain sole discretion over the evaluation, negotiation, and consummation of the Asset

Sale (and any alternative sale of the operating business contemplated by this Section 4.18(a)) until the earliest of (such earliest

date, the “Special Committee Term”) (A) the closing of the Asset Sale and any dividend or distribution to be made

pursuant to Section 4.22 following the Agreement Date or (B) the 120-day anniversary of the Agreement Date. If the Asset Sale has

not been consummated or a definitive agreement with respect thereto has not been executed during the Special Committee Term, the Special

Committee shall have an additional thirty (30) days (the “Alternative Sale Period”) to pursue and negotiate one or

more alternative sale transactions for the operating business on terms acceptable to the Special Committee. Upon the expiration of the

Alternative Sale Period (or, if earlier, the expiration of the Special Committee Term), the delegation of authority to the Special Committee

pursuant to clauses (ii) and (iii) above, and the restrictions on each Investor set forth in clause (iv)above, shall automatically terminate

and be of no further force or effect, and the Board of Directors (including any Investor Nominees then serving thereon) shall reassume

full power and authority with respect to the matters previously delegated to the Special Committee. Notwithstanding anything in this Section

4.18(a) to the contrary, the delegation of authority to the Special Committee pursuant to clauses (ii) and (iii) above, and the restrictions

on each Investor set forth in clause (iv) above, shall also automatically terminate and be of no further force or effect if the terms

of the Asset Sale, as ultimately proposed or negotiated by the Special Committee, are materially different from the terms initially contemplated

by the parties as of the Agreement Date (including, without limitation, with respect to the identity of the purchaser, the assets to be

sold, the aggregate consideration, the form of consideration, or the material conditions to closing thereof). Upon such termination, (A)

the Board of Directors (including any Investor Nominees then serving thereon) shall reassume full power and authority with respect to

the matters previously delegated to the Special Committee, and (B) the Company shall provide the Lead Investor with prompt written notice

of such termination, together with a reasonably detailed description of the material changes to the Asset Sale terms giving rise thereto.

For purposes of this provision, the terms of the Asset Sale shall be deemed “materially different” if the aggregate consideration

(including, for the avoidance of doubt, the assumption of liabilities in the Asset Sale) is reduced by more than 25% from the amount initially

contemplated, the form of consideration materially changes (e.g., from all-cash to stock or earn-out), or the proposed purchaser is replaced

by a Person not previously identified on Schedule 4.18.

(b) [Reserved.]

Investor acknowledges and agrees that such Investor, its Affiliates, and their respective successors and assignees shall not (i) convert,

or cause or permit the conversion of, any Series AAA Preferred Stock prior to the Stockholder Approval, or (ii) take, direct, cause, or

engage in any action, directly or indirectly, that would reasonably be expected to interfere with, prevent, or otherwise delay or impair

the Asset Sale or any dividend or distribution pursuant to Section 4.22 or the Company’s ability to enter into or consummate

any of the foregoing.

4.19 Permitted

Interim Financing.

(a) Notwithstanding anything

to the contrary herein, the Company shall be permitted during the period from the Agreement Date through the Board Transition Date to

engage in the financings described on as set forth on Schedule 4.19(a) and to draw upon the White Lion ELOC subject to the following

conditions: (i) the aggregate amount of draws under the White Lion ELOC during such period shall not exceed the aggregate amount of the

Company’s existing liabilities as of the Agreement Date or other uses for the White Lion ELOC as set forth on Schedule 4.19(a);

and (ii) no draw shall be made under the White Lion ELOC at any time when the closing price of the Common Stock on the principal Trading

Market is below $2.00 per share for the Trading Day immediately preceding such draw.

(b) Except

as expressly permitted by this Section 4.19 with respect to the White Lion ELOC or for an Exempt Issuance, the restrictions set

forth in Section 4.20 shall apply to all capital raises and financings by the Company.

4.20 Standstill.

From the Agreement Date through the Board Transition Date (and, with respect to the Lead Investor’s rights under this Section

4.20, for so long as the Investors hold any Closing Shares), the Company shall not, and shall not permit any of its Subsidiaries to,

directly or indirectly, without the prior written consent of the Lead Investor, (i) issue, sell, grant, or otherwise dispose of any equity

securities, debt securities, or securities convertible into or exchangeable for equity securities of the Company (other than Exempt Issuances

and draws under the White Lion ELOC as permitted by Section 4.19), (ii) incur any Indebtedness for borrowed money, or (iii) enter

into any commitment or agreement to do any of the foregoing.

4.21 Form

D; Blue Sky Filings; Shell Company Status.

(a) The

Company agrees to timely file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof, promptly

upon request of the Lead Investor. The Company shall take such action as the Company shall reasonably determine is necessary in order

to obtain an exemption for, or to qualify the Securities for, sale to the Investors at each Closing, as applicable under applicable securities

or “Blue Sky” laws of the states of the United States, and shall provide evidence of such actions promptly upon request of

the Lead Investor.

(b) From

the Agreement Date through the Board Transition Date, the Company shall use commercially reasonable efforts not to become a “shell

company” as defined under Rule 12b-2 promulgated under the Exchange Act. For the avoidance of doubt, this Section 4.21(b)

shall not limit or prohibit any of the actions or transactions contemplated by this Agreement or the other Transaction Documents, including,

without limitation, the Asset Sale.

4.22 Shareholder

Distribution. Within one hundred twenty (120) days following the Series B Closing, the Company shall distribute to the stockholders

of record of the Company’s Common Stock with a record date as of the date of the special meeting at which Stockholder Approval is

obtained (other than the Investors and their Affiliates), a contingent value right, special dividend, or other equivalent mechanism (as

determined by the Board of Directors or the Special Committee, as applicable), for a portion of the net proceeds resulting from the consummation

of any sale, merger or other disposition (whether by Asset Sale, stock sale, merger, or other business combination) of any operating entity

acquired or established by the Company (or its successor) within two (2) years of the Series B Closing Date, calculated in accordance

with the schedule set forth on Schedule 4.22 (the “Shareholder Distribution”). For the avoidance of doubt, any

equity awards granted under the Company’s 2024 Equity Incentive Plan, as amended, between the date of this Agreement and the date

Stockholder Approval is obtained will include and/or be entitled to receive the Shareholder Distribution and/or Dividend Equivalent Rights

(as defined in the Company’s 2024 Equity Incentive Plan) for the Shareholder Distribution made pursuant to this Section 4.22,

subject to the same terms and conditions as the shares of Common Stock to which such equity awards relate. Each Investor acknowledges

and agrees that the Investor and its Affiliates shall not be entitled to participate in any Shareholder Distribution made pursuant to

this Section 4.22 with respect to any Conversion Shares or Preferred Stock held by the Investor or its Affiliates.

4.23 Restricted

Account.

(a) Establishment.

On or prior to the Series B Closing Date, the Company shall establish the Restricted Account and shall have executed and delivered the

Restricted Account Agreement pursuant to Section 2.5.

(b) Release

Conditions. Until the Board Transition Date, no funds shall be released from the Restricted Account except as follows:

(i) $1,000,000

shall be released from the Restricted Account within one (1) Business Day after the Registration Statement is declared effective by the

Commission (the “Registration Statement Restricted Account Release Condition”);

(ii) $2,000,000

shall be released from the Restricted Account within one (1) Business Day after the Stockholder Approval has been obtained at the Stockholders

Meeting (the “Stockholder Approval Restricted Account Release Condition”); and

(iii) $1,000,000

shall be released from the Restricted Account if and at such time as all of the following conditions have been satisfied or waived in

writing by the Lead Investor (clauses (A) through (D), inclusive, the “Investor Restricted Account Release Conditions): (A)

the closing price of the Common Stock on the principal Trading Market has been at or above $4.00 per share for not less than five (5)

consecutive Trading Days immediately preceding the proposed release date; (B) the average daily trading volume of the Common Stock on

the principal Trading Market has been at least 300,000 shares per Trading Day over the thirty (30) Trading Days immediately preceding

the proposed release date; (C) the Registration Statement has been declared effective by the Commission and remains effective as of the

proposed release date; and (D) the Stockholder Approval has been obtained.

of Proceeds. Funds released from the Restricted Account pursuant to Sections 4.23(b)(i) and Section 4.23(b)(ii) may

be used for the same purposes as the proceeds from the Series AA Preferred Stock after repayment in full of the J.J. Astor Loan pursuant

to Section 4.11 of this Agreement. Funds released from the Restricted Account pursuant to Section 4.23(b)(iii) shall be

used solely for acquisition financing and may not be used for general working capital, payment of existing liabilities, or any other purpose

without the prior written consent of the Lead Investor.

(d) Trigger

Events. Upon the occurrence of a Restricted Account Trigger Event (i) the Lead Investor shall immediately be entitled to designate

a majority of the Board of Directors and in any event no less than three (3) individuals (collectively, the “Trigger Event Designees”)

(notwithstanding any other provision of this Agreement or the Certificates of Designation to the contrary, and such right shall be self-executing

and, for the avoidance of doubt, if the Lead Investor shall be entitled to appoint the Trigger Event Designees appointed upon the occurrence

of a Restricted Account Trigger Event, such date shall be deemed the Board Transition Date for purposes of this Agreement); (ii) the Lead

Investor shall assume sole signatory authority over the Restricted Account, and the Company shall take all actions necessary to effectuate

such transfer of control of the Restricted Account within two (2) Business Days, if necessary; and (iii) at the Lead Investor’s

sole election (exercisable by written notice to the Company within thirty (30) days of the Restricted Account Trigger Event), the Company

shall redeem all outstanding Series B Preferred Stock held by the Investors at a price per share equal to the Stated Value, payable from

the Restricted Account within five (5) Business Days of such notice. For purposes of this Agreement, a “Restricted Account Trigger

Event” shall mean the occurrence of any of the following: (i) any release of funds from the Restricted Account without satisfaction

of the applicable Restricted Account Release Conditions (or written waiver by the Lead Investor) by the Executive upon express written

direction of the Board of Directors prior to Stockholder Approval (for the avoidance of doubt, any release of funds from the Restricted

Account by instruction of the Executive in violation of his duties under the Employment Agreement shall not be a Restricted Account Trigger

Event); or (ii) any other material breach by the Company of its obligations under Article IV of this Agreement or the Restricted

Account Agreement prior to the Board Transition Date that is solely within the Company’s control (without any control or contribution

by the Executive) and for which any Investor is not otherwise entitled to monetary damages under this Agreement or any of the Transaction

Documents and remains uncured for five (5) Business Days following written notice from such Investor.

(e) Company

Call Right. At any time following the filing by the Company of a listing transfer application to the Nasdaq Capital Market and prior

to the conversion of the Series B Preferred Stock into Series AAA Preferred Stock, the Company shall have the right but not the obligation

to the extent such funds have not been released from the Restricted Account to redeem in accordance with the terms of the Certificate

of Designation for the Series B Preferred Stock up to $1,000,000 of Series B Preferred Stock at the Stated Value (as defined in the Certificate

of Designation of the Series B Preferred Stock) per share, payable from the Restricted Account, by delivering written notice to the Lead

Investor not less than five (5) Business Days prior to the proposed redemption date (the “Restricted Account Company Call Right”).

The Company Call Right shall automatically expire and be of no further force or effect upon the earlier of (x) the conversion of the Series

B Preferred Stock into Series AAA Preferred Stock and (y) the occurrence of a Restricted Account Trigger Event.

(f) Conversion

upon Stockholder Approval. Upon the receipt of Stockholder Approval, each Investor shall cause to convert such number of outstanding

shares of Series B Preferred Stock (other than any shares previously redeemed pursuant to Section 4.23(e)) into shares of Series

AAA Preferred Stock on a dollar-for-dollar basis in accordance with the provision of Section 6(a) of the Certificate of Designation of

the Series B Preferred Stock, without any further action required by such Investor or the Company. Upon such conversion, the restrictions

on the Restricted Account set forth in this Section 4.23 shall continue to apply to the funds therein until all Restricted Account

Release Conditions are satisfied or all outstanding shares of Series B Preferred Stock have been converted or redeemed in accordance with

the provisions of the Certificate of Designation of the Series B Preferred Stock.

ARTICLE 5.

MISCELLANEOUS

5.1 Fees

and Expenses.

(a) Except

as expressly set forth in the Transaction Documents to the contrary, each party shall otherwise pay the fees and expenses of its or his

advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation,

execution, delivery and performance of this Agreement and the consummation of the Contemplated Transactions.

(b) The

Company shall pay all Transfer Agent fees (including, without limitation, any fees required for same-day processing of any instruction

letter delivered by the Company and any conversion notice delivered by any Investor), stamp taxes and other taxes and duties levied in

connection with the delivery of any Securities to the Investors; provided that any legal or other fees (which shall not include

Transfer Agent fees) incurred in respect of review of any Transfer Agent Letter by the Lead Investor shall be paid by the Lead Investor.

5.2 Entire

Agreement. The Transaction Documents, together with the exhibits and schedules thereto contain the entire understanding of the parties

with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect

to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

5.3 Notices.

Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall

be deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication is delivered via email

attachment at the email address as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York City time) on a

Trading Day, (b) the next Trading Day after the time of transmission, if such notice or communication is delivered via email attachment

at the email address as set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New

York City time) on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing,

if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required

to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto (or at such

other address for a party as shall be specified in a notice given in accordance with this Section 5.3).

5.4 Amendments;

Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in

the case of an amendment, by the Company and the Lead Investor or, in the case of a waiver, by the party against whom enforcement of any

such waived provision is sought, provided that prior to the Series AA Closing the consent of all Investors shall be required. Notwithstanding

the foregoing, this Agreement may not be amended and the observance of any term of this Agreement may not be waived with respect to any

Investor without the written consent of such Investor unless such amendment or waiver applies to all Investors in the same fashion. The

Company, on the one hand, and each Investor, on the other hand, may by an instrument signed in writing by such parties waive the performance,

compliance or satisfaction by such Investor or the Company, respectively, with any term or provision of this Agreement or any condition

hereto to be performed, complied with or satisfied by such Investor or the Company, respectively. No waiver of any default with respect

to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any

subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to

exercise any right hereunder in any manner impair the exercise of any such right. Any amendment effected in accordance with this Section 5.4

shall be binding upon the Investors and holder of Securities and the Company.

5.5 Headings.

The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any

of the provisions hereof.

5.6 Successors

and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns.

No party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other parties (other

than by operation of law), except for pursuant to the Securities Purchase Rights Transfer Right and provided that (a) such transferee

agrees in writing to be bound, with respect to the transferred Securities Purchase Rights and/or transferred Securities, by the representations

and warranties and other applicable provisions of this Agreement and the other Transaction Documents that apply to each Investor acquiring

the Securities, (b) the exemption relied upon by the Company in connection with the issuance of the Securities in connection with this

Investment shall continue to be in full force and effect, (c) such transfer is and will remain in compliance with all applicable laws

and (d) upon request, such Investor shall certify to the Company as to such compliance with these obligations. For avoidance of doubt,

each Investor’s indemnification obligations and covenants set forth in Article 4 of this Agreement (other than Section 4.3)

shall be performed by such Investor and not be assignable in connection with any such Security Purchase Rights and/or Securities Purchase

Rights Transfer Rights transaction.

5.7 No

Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted

assigns and is not for the benefit of, nor may any provision hereof be enforced or waived by, any other Person, except for a transferee

or an Investor pursuant to the Securities Purchase Rights Transfer Right and in accordance with Section 5.6.

5.8 Governing

Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be exclusively

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

of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense of the

transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective

affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and

federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal

courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or

with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents),

and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the

jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party

hereby irrevocably waives personal service of process and consents to process being served in any such Action or Proceeding by mailing

a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect

for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice

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

If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations

of the Company under Section 4.12, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing

party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution

of such Action or Proceeding.

5.9 Survival.

The Company’s representations and warranties contained in this Agreement shall not survive the Closing and final delivery of Securities

pursuant to this Agreement, except for the Company’s representations and warranties contained in Sections 3.1(b), 3.1(c),

3.1(f), and the first sentence of Section 3.1(g), which shall survive for eighteen (18) months after the Board Transition

Date or the date of Stockholder Approval, whichever is later. Each Investor’s representations and warranties contained in this Agreement

(and correspondingly any transferee(s)’ representations and warranties, as applicable) shall survive the Closing and the delivery

of the Securities for eighteen (18) months after the Board Transition Date or the date of Stockholder Approval, whichever is later.

5.10 Execution.

This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement

and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that

the parties need not sign the same counterpart. In the event that any signature is delivered by e-mail delivery of a “.pdf”

format data file or other electronic signing created on an electronic platform (such as DocuSign), such signature shall be deemed to have

been duly and validly delivered and shall create a valid and binding obligation of the party executing (or on whose behalf such signature

is executed) with the same force and effect as if such “.pdf” signature page were an original thereof.

5.11 Severability.

If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,

void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force

and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts

to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision,

covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining

terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

5.12 Rescission

and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of

the other Transaction Documents, whenever any Investor exercises a right, election, demand or option under a Transaction Document, and

the Company does not timely perform its related obligations within the periods therein provided, then such Investor may rescind or withdraw,

in its sole discretion from time to time upon written notice to the Company, such notice, demand or election in whole or in part without

prejudice to its future actions and rights.

5.13 Replacement

of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company shall

issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of

and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of

such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable

third-party costs (including customary indemnity or bond requested by the Transfer Agent) associated with the issuance of such replacement

Securities.

5.14 Remedies.

Except as set forth in Section 4.13, in addition to being entitled to exercise all rights provided herein or granted by law, including

recovery of damages, each Investor and the Company will be entitled to specific performance under the Transaction Documents. The parties

agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in

the Transaction Documents and hereby agree to waive and not to assert in any Action for specific performance of any such obligation the

defense that a remedy at law would be adequate.

5.15 Payment

Set Aside. To the extent that either party makes a payment or payments to the other party pursuant to any Transaction Document or

either party enforces or exercises it or his rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise

or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or

are required to be refunded, repaid or otherwise restored to such party, a trustee, receiver or any other Person under any law (including,

without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such

restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect

as if such payment had not been made or such enforcement or setoff had not occurred.

5.16 Liquidated

Damages. The Company’s obligations to pay any liquidated damages or other amounts owing under the Transaction Documents is a

continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other amounts have been paid

notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages or other amounts are due and

payable shall have been canceled.

5.17 Saturdays,

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

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

5.18 Construction.

The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction Documents

and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall

not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and every reference to

share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse and forward stock splits,

stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the Agreement Date. Unless this

Agreement expressly provides otherwise, each definition applies (a) for purposes of this entire Agreement, and (b) to both the singular

and plural forms (and other grammatical variations) of the defined term. Unless the context indicates otherwise, each pronoun shall be

deemed to include the masculine, feminine, neuter, singular and plural forms. The terms “including”, “includes”,

“include”, and words of like import shall be construed broadly as if followed by the words “without limitation”

or “but not limited to”. Article, Section, Schedule and Exhibit references are to the Articles, Sections, Schedules and Exhibits

of this Agreement unless otherwise specified. Any capitalized terms used in any Schedule or Exhibit attached to this Agreement and not

otherwise defined shall have the meanings set forth in this Agreement. The words describing the singular number will include the plural

and vice versa. All references to “dollars” or “$” will be deemed references to the lawful money of the United

States of America. The inclusion of any disclosure on a schedule or reference to any disclosure in the SEC Reports in respect of any representation

or warranty in this Agreement is not an admission as to the materiality or Material Adverse Effect or lack thereof of the subject matter

of any such disclosure.

5.19 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 any 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.

5.20 WAIVER

OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH

KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY

WAIVES FOREVER TRIAL BY JURY.

5.21 Independent

Nature of Investors’ Obligations and Right. The obligations of each Investor under this Agreement are several and not joint

with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance obligations of any other

Investor under this Agreement. Nothing contained herein, and no action taken by any Investor pursuant hereto, shall be deemed to constitute

the Investors as, and the Company acknowledges that the Investors do not so constitute, a partnership, an association, a joint venture

or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group, and the Company

will not assert any such claim with respect to such obligations or the transactions contemplated by this Agreement. The Company acknowledges

and each Investor confirms that it has independently participated in the negotiation of the transaction contemplated hereby with the advice

of its own counsel and advisors. Each Investor also acknowledges that Sichenzia Ross Ference Carmel LLP has not rendered legal advice

to such Investor. Each Investor shall be entitled to independently protect and enforce its rights, including, without limitation, the

rights arising out of this Agreement, and it shall not be necessary for any other Investor to be joined as an additional party in any

proceeding for such purpose. The Company has elected to provide all Investors with the same terms for the convenience of the Company and

not because it was required or requested to do so by any Investor.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties

hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first

indicated above.

CID

HOLDCO, INC.

Address for

Notice:

CID

HoldCo, Inc.

[* * *]

By:

/s/ Edmund Nabrotzky

Attention:

Edmund Nabrotzky

Name:

Edmund Nabrotzky

E-Mail:

[* * *]

Title:

Chief Executive Officer

With a copy to

(which shall not constitute notice):

DLA Piper LLP (US)

* *]

[* * *]

Attention:

Gerry Williams, Esq

Penny Minna, Esq.

Email:

[* * *]

[* * *] Indicates material that has been redacted

from this Exhibit 10.1 because it is confidential and not material.

[Signature Page to Securities

Purchase Agreement]

INVESTORS:

ALUMNI CAPITAL LP

Address for Notice:

[* * *]

E-Mail:

[* * *]

By:

/s/ Ashkan Mapar

Name:

Ashkan Mapar

Title:

General Partner

With a copy to (which shall not constitute notice):

Sichenzia Ross Ference Carmel LLP

[* * *]

Attn:

Ross Carmel

Email:

[* * *]

VERIDIS CAPITAL, LLC

Address for Notice:

[* * *]

By:

/s/ Arnoldo Nunez III

E-Mail:

[* * *]

Name:

Arnoldo Nunez III

Title:

Manager

[* * *] Indicates material that has been redacted

from this Exhibit 10.1 because it is confidential and not material.

[Signature Page to Securities

Purchase Agreement]

ANNEX A

SCHEDULE OF INVESTORS

Investor

Purchase

Price

Series AA Shares

Series B Shares

Alumni Capital LP

$ [* * *]

[* * *]

Veridis Capital, LLC

$ [* * *]

[* * *]

Total:

$ 6,000,000.00

400,000

800,000

[* * *] Indicates material that has been redacted

from this Exhibit 10.1 because it is confidential and not material.

EXHIBIT A

CERTIFICATE OF DESIGNATION OF SERIES AA PREFERRED STOCK

[Attached hereto]

A-1

Execution

Version

CERTIFICATE OF DESIGNATION OF PREFERENCES

AND RIGHTS OF

SERIES AA CONVERTIBLE NON-REDEEMABLE PREFERRED STOCK

CID HOLDCO, INC.

(Pursuant to Section 151 of the

Delaware General Corporation Law)

CID HOLDCO, INC., a Delaware

corporation (the “Corporation”), in accordance with the provisions of Section 103 of the General Corporation Law

of the State of Delaware (the “DGCL”), does hereby certify that, in accordance with Section 151 of the DGCL, the following

resolution was duly adopted by the Board of Directors of the Corporation (the “Board of Directors”) on _______________,

2026:

RESOLVED, pursuant to authority

expressly set forth in the Amended and Restated Certificate of Incorporation of the Corporation, as amended (the “Certificate

of Incorporation”), the issuance of a series of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”)

designated as the Series AA Convertible Non-Redeemable Preferred Stock, par value $0.0001 per share, of the Corporation is hereby authorized

and the number of shares, powers, designations, preferences and relative, participating, optional or other special rights of, and the

qualifications, limitations or restrictions upon, the Series AA Convertible Non-Redeemable Preferred Stock (in addition to any provisions

set forth in the Certificate of Incorporation that are applicable to the Preferred Stock of all classes and series) are hereby fixed,

and the Certificate of Designation of Preferences and Rights of Series AA Convertible Non-Redeemable Preferred Stock (“Certificate

of Designation”) is hereby approved as follows:

Section 1. Designation of Amount.

(a) 400,000 shares of Preferred Stock shall be, and hereby are, designated the “Series AA Convertible

Non-Redeemable Preferred Stock” (the “Series AA Preferred Stock”), par value $0.0001 per share.

(b) Subject to the requirements of the DGCL, the Certificate of Incorporation and this Certificate of Designation,

the number of shares of Preferred Stock that are designated as Series AA Preferred Stock may be increased or decreased by written resolution

duly adopted by the Board of Directors, or a duly authorized committee thereof, and the filing of an amendment to this Certificate of

Designation pursuant to the provisions of the DGCL stating that such increase or decrease, as applicable, has been so authorized; provided,

that no decrease shall reduce the number of shares of Series AA Preferred Stock to a number less than the number of such shares then outstanding.

Any shares of Series AA Preferred Stock converted, redeemed, purchased or otherwise acquired by the Corporation in any manner whatsoever

shall, automatically and without further action, be retired and canceled promptly after the acquisition thereof, and shall become authorized

but unissued shares of Preferred Stock and may not be reissued as shares of Series AA Preferred Stock when the Corporation shall take

such action as may be necessary to reduce the number of authorized shares of the Series AA Preferred Stock and may be reissued as part

of a new series of any class or series of Preferred Stock in accordance with the Certificate of Incorporation.

Section 2. Certain Definitions.

Unless the context otherwise requires, the terms defined in this Section 2 shall have, for all purposes of this

resolution, the meanings specified (with terms defined in the singular having comparable meanings when used in the plural). In

addition, capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Purchase Agreement.

“Attribution Parties” shall

have the meaning set forth in Section 6(i).

“Beneficial Ownership Limitation”

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

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“Board of Directors” shall

have the meaning set forth in the preamble to this Certificate of Designation.

“Business Day” shall mean any

day other than Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required by law to remain

closed.

“Bylaws” shall mean the Bylaws

of the Corporation, as amended from time to time in accordance with their terms and the terms of the Certificate of Incorporation.

“Certificate of Incorporation”

shall have the meaning set forth in the preamble to this Certificate of Designation.

“Common Stock” shall mean the

common stock, par value $0.0001 per share, of the Corporation.

“Conversion Notice” shall have

the meaning set forth in Section 6(d).

“Conversion Price” shall mean

$1.00 per share, subject to adjustment from time to time in accordance with Section 6(c) and Section 6(e).

“Conversion Time” shall have

the meaning set forth in Section 6(d).

“Corporation” shall have the

meaning set forth in the preamble to this Certificate of Designation.

“DGCL” shall have the meaning

set forth in the preamble to this Certificate of Designation.

“Dilutive Issuance” shall have

the meaning set forth in Section 6(e).

“Dividend” shall have the meaning

set forth in the Purchase Agreement.

“Floor Price” shall equal $0.50

per share, which is 20% of the “Minimum Price” (as such term is defined in Rule 5635 of the Listing Rules of The Nasdaq Stock

Market LLC) on the date of the Purchase Agreement, subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations

or other similar events, provided that in no event shall it be lower than $0.50 per share.

“Holder” means any holder of

Series AA Preferred Stock, all of such holders being the “Holders.”

“Initial Investor Designee”

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

“Junior Securities” shall have

the meaning set forth in Section 5(a).

“Legacy Dividend” shall have

the meaning set forth in the Purchase Agreement.

“Maximum Number of Conversion Shares”

shall equal 4,000,000 shares of Common Stock, subject to adjustment for such additional shares of Common Stock that may be issued for

stock splits, stock dividends, stock combinations, recapitalizations or other similar events.

“Parity Securities” shall have

the meaning set forth in Section 5(a).

“Person” shall mean any individual,

partnership, company, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization,

government or agency or political subdivision thereof, or other entity.

“Preferred Stock” shall have

the meaning set forth in the preamble to this Certificate of Designation.

“Purchase Agreement” shall

mean that certain Securities Purchase Agreement, dated July 22, 2026, by and between the Corporation and the Investors defined therein

(as may be amended or restated from time to time).

“Requisite Holders” shall mean

the holders of a majority of the then outstanding shares of Series AA Preferred Stock.

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“Securities Act” shall mean

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

“Series AA Closing Date” shall

mean the date of closing on the issuance and sale to the Investors of shares in accordance with the terms of the Purchase Agreement.

“Series AA Preferred Stock”

shall have the meaning set forth in Section 1(a).

“Stated Value” shall mean the

per share stated value for a share of Series AA Preferred Stock of $5.00, subject to adjustment in the event of any stock dividend, stock

split, combination, reorganization, recapitalization, reclassification, or other similar event with respect to the Series AA Preferred

Stock.

Section 3. Voting Rights.

(a) Non-Voting Stock. Until the Series AA Preferred Stock are convertible under Section 6

hereof, or except as otherwise provided by the DGCL, other applicable law or as provided in this Certificate of Designation,

the holders of Series AA Preferred Stock shall not be entitled to vote (or render written consents) on any matter submitted for a vote

of (or written consents in lieu of a vote as permitted by the DGCL, the Certificate of Incorporation and the Bylaws) holders of Common

Stock. Following the date on which the Series AA Preferred Stock are convertible under Section 6 hereof, except as otherwise

provided herein or as required by applicable law, Holders of the Series AA Preferred Stock shall be entitled to vote with holders of the

Common Stock on all matters that such holders of Common Stock are entitled to vote upon, in the same manner and with the same effect as

the holders of Common Stock, voting together with the holders of Common Stock as a single class. Each share of Series AA Preferred Stock

shall entitle the Holder thereof to cast that number of votes per share of Series AA Preferred Stock on an as converted to Common Stock

basis. Notwithstanding the foregoing, to the extent that under the DGCL the vote of the holders of the Series AA Preferred Stock, voting

separately as a class or series, as applicable, is required to authorize a given action of the Corporation, the affirmative vote or consent

of the Requisite Holders, voting together in the aggregate and not in separate series unless required under the DGCL, represented at a

duly held meeting at which a quorum is present or by written consent of the Requisite Holders (except as otherwise may be required under

the DGCL), voting together in the aggregate and not in separate series unless required under the DGCL, shall constitute the approval of

such action by both the class or the series, as applicable. For the avoidance of doubt, following the date on which the Series AA Preferred

Stock are convertible under Section 6 hereof, for purposes of determining the presence of a quorum at any meeting of the stockholders

of the Corporation at which the shares of Series AA Preferred Stock are entitled to vote, the number of shares of Series AA Preferred

Stock and votes represented by such shares shall be counted on an as converted to Common Stock basis. Following the date on which the

Series AA Preferred Stock are convertible under Section 6 hereof, Holders of the Series AA Preferred Stock shall be entitled to

written notice of all stockholder meetings or written consents (and copies of proxy materials and other information sent to stockholders)

with respect to which they would be entitled to vote, which notice would be provided pursuant to the Bylaws and the DGCL.

(b) Limited Voting Rights. So long as at least fifteen percent (15%) of the total shares of Series

AA Preferred Stock issued at the Series AA Closing Date are outstanding, the Corporation shall not, without first obtaining the approval

of the Requisite Holders and the affirmative vote of the holders of a majority of the Common Stock:

(i) alter, repeal or change the powers, preferences or rights of the Series AA Preferred Stock or alter or

amend this Certificate of Designation so as to adversely affect the Series AA Preferred Stock;

(ii) supplement, amend, restate, repeal, or waive any provision of the Certificate of Incorporation or Bylaws,

or file any certificate of amendment, certificate of designation, preferences, limitations and relative rights of any series of preferred

stock, if such action would adversely alter or change the preferences, rights, privileges or powers of, or restrictions provided for the

benefit of the Series AA Preferred Stock, regardless of whether any of the foregoing actions shall be by means of amendment to the Certificate

of Incorporation or by merger, consolidation, recapitalization, reclassification, conversion or otherwise;

(iii) increase or decrease (other than by conversion) the number of authorized shares of Series AA Preferred

Stock; or

(iv) enter into any agreement with respect to any of the foregoing.

A-4

Section 4. Dividends.

The shares of Series AA Preferred Stock shall

not have or confer, and the holders of the outstanding shares of Series AA Preferred Stock shall not have, any right or entitlement to

receive or otherwise participate in any dividend or distribution declared or paid by the Board of Directors or the Corporation, including

any Dividend or Legacy Dividend, and no dividend shall accrue or be payable on any shares of Series AA Preferred Stock or the Conversion

Shares.

Section 5. Liquidation

Preference.

(a) Ranking. The Series AA Preferred Stock shall rank (i) senior to all of the Common Stock; (ii) senior

to any class or series of capital stock of the Corporation hereafter created specifically ranking by its terms junior to any Series AA

Preferred Stock (“Junior Securities”); and (iii) on parity with any other class or series of capital stock of the Corporation

hereafter created specifically ranking by its terms on parity with the Series AA Preferred Stock (“Parity Securities”),

in each case, as to distributions of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntarily or involuntarily

(each, a “Dissolution”). For the avoidance of doubt, the Series AA Preferred Stock, the Series AAA Preferred Stock,

and the Series B Preferred Stock shall rank pari passu with each other as to distributions of assets upon any Dissolution.

(b) Distribution to Series AA Preferred Stock and Parity Securities. Upon a Dissolution, each Holder

shall be entitled to receive, prior and in preference to any distributions of any of the assets or surplus funds of the Corporation (other

than distributions that would otherwise constitute Dividends or Legacy Dividends) to the holders of the Common Stock and Junior Securities

and pari passu with any distribution to the holders of Parity Securities, an amount per share of Series AA Preferred Stock held

by such Holder equal to the greater of (i) the Stated Value, or (ii) such amount per share as would have been payable had all shares of

Series AA Preferred Stock been converted into Common Stock pursuant to Section 6 (without regard to any restrictions on conversion

other than the Floor Price) immediately prior to such Dissolution. If, upon any such Dissolution, the assets of the Corporation shall

be insufficient to pay the holders of shares of the Series AA Preferred Stock the amount required under the preceding sentence, the holders

of Series AA Preferred Stock and the holders of shares of Parity Securities shall share in any distribution of the assets available for

distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares of Series AA Preferred

Stock and Parity Securities held by them upon such distribution if all amounts payable on or with respect to such shares of Series AA

Preferred Stock and Parity Securities were paid in full. For the avoidance of any doubt, but without limiting the foregoing, neither a

change in control of the Corporation, the merger or consolidation of the Corporation with or into any other entity, nor the sale, lease,

exchange or other disposition of all or substantially all of the Corporation’s assets shall, in and of itself, be deemed to constitute

a Dissolution.

Section 6. Conversion Rights.

(a) General. Subject to and upon compliance with the provisions of this Section 6, each

Holder shall be entitled, at its option, at any time and from time to time, to convert all or any such shares of Series AA Preferred Stock

into the number of fully paid and nonassessable shares of Common Stock equal to the number obtained by dividing (i) the Stated Value of

such Series AA Preferred Stock by (ii) the Conversion Price in effect at the Conversion Time (determined as provided in this Section 6)

(any such shares, “Conversion Shares”).

(b) Fractions of Shares. Fractional shares of Common Stock may not be issued in connection with any

conversion of the Series AA Preferred Stock. As to any fraction of a share which a Holder would otherwise be entitled to receive upon

such conversion, the Corporation shall at its election, either (i) pay a cash adjustment in respect of such final fraction in an amount

equal to such fraction multiplied by the Conversion Price or (ii) round up to the next whole share.

(i) Upon Subdivisions. If, at any time after the date the first share of Series AA Preferred Stock

was issued, the number of shares of Common Stock outstanding is increased by a subdivision of shares of Common Stock, then, following

the record date for the determination of holders of Common Stock affected by such subdivision, the Conversion Price in effect immediately

before such subdivision shall be proportionately decreased so that the number of shares of Common Stock issuable on conversion of Series

AA Preferred Stock shall be increased in proportion to such increase in outstanding shares of Common Stock.

A-5

(ii) Upon Combinations. If, at any time after the date the first share of Series AA Preferred Stock

was issued, the number of shares of Common Stock outstanding is decreased by a combination of the outstanding shares of Common Stock into

a smaller number of shares of Common Stock, then, following the record date to determine shares affected by such combination, the Conversion

Price in effect immediately before such combination shall be proportionately increased so that the number of shares of Common Stock issuable

on conversion of each share of Series AA Preferred Stock shall be decreased in proportion to such decrease in outstanding shares of Common

Stock.

(iii) Stock Dividends. If, at any time after the date the first share of Series AA Preferred Stock was

issued, the Corporation shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive,

a dividend or other distribution payable on the Common Stock in additional shares of Common Stock (which, for avoidance of doubt, shall

not include any shares of Common Stock issued by the Corporation upon conversion of any shares of Series AA Preferred Stock, Series B

Preferred Stock, Series AAA Preferred Stock, or an Exempt Issuance), then and in each such event the Conversion Price in effect immediately

before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of

the close of business on such record date, by multiplying the Conversion Price then in effect by a fraction: (1) the numerator of which

shall be the total number of shares of Common Stock outstanding immediately prior to the time of such issuance or the close of business

on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock outstanding immediately prior

to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment

of such dividend or distribution. Notwithstanding the foregoing, (a) if such record date shall have been fixed and such dividend is not

fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price shall be recomputed accordingly

as of the close of business on such record date and thereafter the Conversion Price shall be adjusted pursuant to this Section 6(c)(iii)

as of the time of actual payment of such dividends or distributions; and (b) no such adjustment shall be made if the holders of Series

AA Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of

shares of Common Stock as they would have received if all outstanding shares of Series AA Preferred Stock had been converted into Common

Stock on the date of such event; and (c) no adjustment pursuant to this Section 6(c)(iii) shall cause the Conversion Price

to be less than the Floor Price.

(iv) Reorganization, Reclassification, Merger or Consolidation. If at any time or from time to time

there shall be a reorganization, recapitalization, reclassification, merger or consolidation involving the Corporation in which the Common

Stock is converted into or exchanged for securities, cash or property (other than a subdivision or combination provided for elsewhere

in this Section 6), then, as a part of such reorganization, recapitalization, reclassification, merger, or consolidation,

provision shall be made so that holders of Series AA Preferred Stock shall thereafter be entitled to receive upon conversion of the Series

AA Preferred Stock, the kind and amount of shares of stock, cash or other property to which such holder would have been entitled if such

holder had converted its shares of Series AA Preferred Stock immediately prior to such reorganization, recapitalization, reclassification,

merger or consolidation. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 6

with respect to the rights of the holders of the Series AA Preferred Stock after the reorganization, recapitalization, reclassification,

merger or consolidation, to the end that the provisions of this Section 6 (including provisions with respect to changes in

and other adjustments of the Conversion Price then in effect for the Series AA Preferred Stock) shall be applicable after that event in

as nearly equivalent a manner as may be practicable.

(d) Exercise of Conversion Privilege. In order to effect the conversion set forth in Section 6(a),

the holder of the applicable share(s) of Series AA Preferred Stock shall, (i) provide written notice in the form attached hereto as Annex A

(a “Conversion Notice”) to the Corporation, that the Holder elects to convert all such shares of Series AA Preferred

Stock or, if less than the entire amount thereof is to be converted, the portion thereof to be converted and (ii) if such Holder’s

shares are certificated, surrender the certificate evidencing such shares of Series AA Preferred Stock, duly endorsed or assigned to the

Corporation in blank. The Conversion Notice shall state such Holder’s name or the names of the nominees in which such Holder wishes

the shares of Common Stock to be issued and the date on which such conversion is to be effected, which date may not be prior to the date

the applicable Holder delivers such Conversion Notice to the Corporation (such date, the “Conversion Time”). If no

Conversion Time is specified in a Conversion Notice, the Conversion Time shall be as of immediately prior to the close of business on

the Business Day that such Conversion Notice is delivered to the Corporation, or if such day is not a Business Day or if the Conversion

Notice is delivered after regular business hours, the next Business Day. The shares of Common Stock issuable upon conversion of the specified

shares shall be deemed to be outstanding of record as of such Conversion Time. As promptly as practicable on or after the Conversion Time,

the Corporation shall issue and shall deliver a certificate or certificates for the number of full shares of Common Stock issuable upon

conversion (or a notice of such issuance if uncertificated shares are issued). In the case of any certificate evidencing shares of Series

AA Preferred Stock that is converted in part only, upon such conversion the Corporation shall also execute and deliver a new certificate

evidencing the number of shares of Series AA Preferred Stock that are not converted (or a notice of such issuance if uncertificated shares

are issued). Notwithstanding anything to the contrary in this Section 6, the aggregate number of Conversion Shares that may be

issued upon conversion of the Series AA Preferred Stock shall not exceed the then applicable Maximum Number of Conversion Shares.

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(e) Subsequent Equity Sales. If the Corporation or any Subsidiary thereof, as applicable, shall sell,

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

(or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents, at an

effective price per share less than the Conversion Price then in effect (such issuances collectively, a “Dilutive Issuance”)

(it being understood and agreed that if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether

by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to

warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock

at an effective price per share that is less than the Conversion Price, such issuance shall be deemed to have occurred for less than the

Conversion Price on such date of the Dilutive Issuance at such effective price), then, effective immediately upon such Dilutive Issuance

and without any further action by the Corporation or any Holder, the Conversion Price then in effect shall automatically be reduced, simultaneously

with such issuance or deemed issuance, to the lowest effective price per share at which such Common Stock or Common Stock Equivalents

have been issued or sold, or are deemed to have been issued or sold, in such Dilutive Issuance; provided, that if such Dilutive

Issuance was made without consideration, the Corporation shall be deemed to have received an aggregate of $0.50 of consideration per share

for all shares of Common Stock or Common Stock Equivalents so issued or deemed to be issued; provided, further, that, notwithstanding

the foregoing, no adjustments shall be made, paid or issued under this Section 6(e) (i) that cause the Conversion Price to be less

than the Floor Price, or (ii) in respect of an Exempt Issuance. All calculations under this Section 6 shall be made to the nearest

cent or the nearest 1/100th of a share, as the case may be.

(f) Notice of Adjustment of Conversion Price. Whenever the provisions of Section 6(c) or

Section 6(e) require that the Conversion Price be adjusted as herein provided, the Corporation shall compute the adjusted Conversion

Price in accordance with Section 6(c) or Section 6(e), as applicable, and shall prepare a certificate signed by the

Corporation’s principal executive officer or principal financial officer setting forth the adjusted Conversion Price and showing

in reasonable detail the facts upon which such adjustment is based, and such certificate shall forthwith be filed with the Corporation’s

books and records and mailed by the Corporation at its expense to all holders of Series AA Preferred Stock at their last addresses as

they shall appear in the stock register no later than the Trading Day following the issuance or deemed issuance of any Common Stock or

Common Stock Equivalents subject to Section 6(c) or Section 6(e).

(g) Corporation to Reserve Common Stock. The Corporation shall at all times reserve and keep available,

free from preemptive rights, out of the authorized but unissued Common Stock or out of the Common Stock held in treasury, for the purpose

of effecting the conversion of Series AA Preferred Stock, the full number of shares of Common Stock issuable upon the conversion of all

outstanding shares of Series AA Preferred Stock. Before taking any action that would cause an adjustment reducing the Conversion Price

below the then par value (if any) of the shares of Common Stock deliverable upon conversion of the Series AA Preferred Stock, the Corporation

will take any corporate action that, in the opinion of its counsel, is necessary in order that the Corporation may validly and legally

issue fully paid and non-assessable shares of Common Stock at such adjusted Conversion Price.

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(h) [Reserved.]

(i) Beneficial Ownership Limitation. Notwithstanding anything to the contrary contained in this Certificate

of Designation, the Corporation shall not effect any conversion of the Series AA Preferred Stock, and a Holder shall not have the right

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

Conversion Notice, such Holder (together with such Holder’s Affiliates, and any other Persons whose beneficial ownership of Common

Stock would be aggregated with such Holder’s for purposes of Section 13(d) of the Exchange Act, including shares held by any “group”

of which the Holder is a member (the foregoing, “Attribution Parties”)) would beneficially own in excess of the Beneficial

Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned

by such Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon conversion

of the Series AA Preferred Stock with respect to which such determination is being made, but shall exclude the number of shares of Common

Stock which are issuable upon (A) conversion of the remaining, unconverted shares of Series AA Preferred Stock beneficially owned by such

Holder or any of its Affiliates or Attribution Parties and (B) exercise or conversion of the unexercised or unconverted portion of any

other securities of the Corporation (including any other convertible preferred stock or warrants) subject to a limitation on conversion

or exercise analogous to the limitation contained herein beneficially owned by such Holder or any of its Affiliates or Attribution Parties.

Except as set forth in the preceding sentence, for purposes of this Section 6(i), beneficial ownership shall be calculated in accordance

with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. To the extent that the limitation contained

in this Section 6(i) applies, the determination of whether the Series AA Preferred Stock is convertible (in relation to other securities

owned by such Holder together with any Affiliates and Attribution Parties) and of which portion of the Series AA Preferred Stock is convertible

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

of whether its shares of Series AA Preferred Stock may be converted (in relation to other securities owned by such Holder together with

any Affiliates and Attribution Parties) and of which portion of such shares are convertible, in each case subject to the Beneficial Ownership

Limitation. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d)

of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6(i), 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 Corporation’s most recent periodic or annual report filed with the United States Securities and Exchange Commission, as the

case may be, (B) a more recent public announcement by the Corporation or (C) a more recent written notice by the Corporation or the Corporation’s

transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Corporation

shall within one (1) Trading Day confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. In

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

of the Corporation, including the Series AA Preferred Stock, by such Holder or its Affiliates or Attribution Parties since the date as

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

be 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock

issuable upon conversion of shares of Series AA Preferred Stock held by such Holder; provided, that the Beneficial Ownership Limitation

shall in no event exceed the then applicable Maximum Number of Conversion Shares taking into account the issuance of shares of Common

Stock issued upon conversion of the Series AAA Preferred Stock held by such Holder prior to receipt of the Stockholder Approval (if any).

After receipt of Stockholder Approval, a Holder, upon written notice to the Corporation, may increase or decrease the Beneficial Ownership

Limitation provisions of this Section 6(i); provided, that the provisions of this Section 6(i) shall continue to

apply. Any increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) day after such written notice

is delivered to the Corporation. The provisions of this Section 6(i) shall be construed and implemented in a manner otherwise than

in strict conformity with the terms of this Section 6(i) to correct this Section 6(i) (or any portion hereof) which may

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

or desirable to properly give effect to such limitation. The limitations contained in this Section 6(i) shall apply to a successor

holder of Series AA Preferred Stock.

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Section 7. Waiver. Notwithstanding

anything to the contrary herein, any provisions of this Certificate of Designation may be waived on behalf of all of the holders of

Series AA Preferred Stock by the affirmative written consent or vote of the Requisite Holders.

Section 8. Director Nomination

Rights.

(a) Preferred Director Designations. Effective as of, and from and after, the date of initial issuance

of the Series AA Preferred Stock (the “Original Issue Date”), and for so long as the Holders collectively hold at least

fifteen percent (15%) of the total shares of Series AA Preferred Stock issued at the Series AA Closing Date, the Holders holding a majority

of the then outstanding shares of Series AA Preferred Stock shall have the right, but not the obligation, to designate a single nominee

to the Board of Directors (the “Initial Investor Designee”) to be appointed to the Board of Directors of the Corporation

as provided below in Section 8(b). The Corporation shall take all necessary action to cause the Initial Investor Designee to be

appointed to the Board of Directors promptly following the filing of this Certificate of Designation, including, without limitation, (i)

increasing the size of the Board of Directors to accommodate the Initial Investor Designee or (ii) seeking the resignation of such number

of existing directors as is necessary to create the requisite vacancies. The right of the Holders to designate a director to the Board

of Directors pursuant to this Section 8(a) shall be self-executing upon the filing of this Certificate of Designation, subject

to the qualification and compliance requirements of Section 8(b), and shall not require any further action by the Corporation,

the Board of Directors, or the stockholders of the Corporation.

(b) Qualifications and Compliance. The Initial Investor Designee designated by the Holders pursuant

to this Section 8 shall (i) first have their qualifications evaluated and then, subject to a determination as to their qualifications,

be recommended (which recommendation shall not be unreasonably withheld, conditioned or delayed) by the Corporation’s Nominating

and Corporate Governance Committee for recommending for nomination for election or appointment, as applicable, by the Board of Directors,

in each case, acting in accordance with their respective fiduciary duties, (ii) satisfy any applicable “independence” requirements

and other requirements applicable to members of the audit committee and compensation committee, in each case, as set forth in the listing

rules of the Trading Market on which the Common Stock is listed and under the federal securities laws, and (iii) provide such information

as may be required for purposes of the evaluation by the Corporation’s Nominating and Corporate Governance Committee and for required

disclosure in any proxy statement of the Corporation. If the Corporation’s Board of Directors or Nominating and Corporate Governance

Committee, as applicable, shall fail to recommend or nominate or appoint any proposed Initial Investor Designee within ten (10) Business

Days, the Holders holding a majority of the then outstanding shares of Series AA Preferred Stock shall have the right, but not the obligation,

to recommend an alternative Initial Investor Designee for approval, subject to the satisfaction of the provisions of the foregoing sentence,

which recommendation, nomination or appointment shall likewise not be unreasonably withheld, conditioned or delayed. Such Holders shall

have the right to withdraw, recall, and replace any proposed Initial Investor Designee, in their sole discretion. The rights of the Holders

under this Section 8 shall at all times be subject to, and exercised in compliance with, the listing rules of the applicable Trading

Market, including, if applicable, Nasdaq Listing Rule 5640. In the event that the applicable Trading Market informs the Corporation that

it is not in compliance with its listing requirements as a result of the Holders’ rights contained in this Section 8,

the Holders shall cooperate with the Corporation to promptly remedy such non-compliance, including the possibility of proportionately

reducing the number of Preferred Investor Designee.

designated by the Holders pursuant to this Section 8 may be removed (with or without cause) only by the affirmative vote or written

consent of the Holders holding a majority of the then outstanding shares of Series AA Preferred Stock. In the event of any vacancy in

a directorship held by the Initial Investor Designee (whether by reason of death, resignation, removal, or otherwise), the Holders holding

a majority of the then outstanding shares of Series AA Preferred Stock shall have the exclusive right to designate a replacement director,

subject to the qualification requirements of Section 8(b), to fill such vacancy, and the Corporation shall take all necessary action

to cause such replacement director to be appointed promptly.

(d) Termination of Rights. The rights set forth in this Section 8 shall terminate at such time

as the Holders (and their Affiliates) collectively hold less than fifteen percent (15%) of the total shares of Series AA Preferred Stock

issued at the Series AA Closing Date.

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IN WITNESS WHEREOF, the Corporation has

caused this Certificate of Designation of Preferences and Rights to be duly executed by its Chief Executive Officer, this ______ day of

____________, 2026.

By:

Name:

Edmund Nabrotzky

Title:

Chief Executive Officer

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ANNEX A

CONVERSION NOTICE

(TO BE EXECUTED BY THE REGISTERED HOLDER IN ORDER

CONVERT SHARES OF SERIES AA PREFERRED STOCK)

The undersigned being the Holder of CID Holdco,

Inc., a Delaware corporation (the “Corporation”), Series AA Convertible Non-Redeemable Preferred Stock (the “Series

AA Preferred Stock”) hereby elects to convert the number of shares of Series AA Preferred Stock indicated below into shares

of common stock, par value $0.0001 per share (the “Common Stock”), of the Corporation, according to the conditions

as set forth in the Certificate of Designation of Preferences and Rights of Series AA Convertible Non-Redeemable Preferred Stock (the

“Certificate of Designation”), as of the date written below. If shares of Common Stock are to be issued in the name

of a Person other than the undersigned, the undersigned holder will pay all transfer taxes payable with respect thereto and is delivering

herewith such certificates and opinions as may be required by the Corporation in accordance with the Securities Purchase Agreement, dated

July 22, 2026. No fee will be charged to the Holders for any conversion, except for any such transfer taxes.

Conversion calculations:

Date to Effect Conversion:

Number of shares of Series AA Preferred Stock owned prior to Conversion:

Number of shares of Series AA Preferred Stock to be Converted:

Stated Value of shares of Series AA Preferred Stock to be Converted:

Number of shares of Common Stock to be Issued:

Applicable Conversion Price:

Number of shares of Series AA Preferred Stock subsequent to Conversion:

Address for Delivery:

DWAC Instructions:

Broker no: ______________________________

Account no: _____________________________

[HOLDER]

By:

Name:

Title:

A-11

EXHIBIT B

CERTIFICATE OF DESIGNATION OF SERIES AAA PREFERRED STOCK

[Attached hereto]

B-1

Execution

Version

CERTIFICATE OF DESIGNATION OF PREFERENCES

AND RIGHTS OF

SERIES AAA CONVERTIBLE NON-REDEEMABLE PREFERRED STOCK

CID HOLDCO, INC.

(Pursuant to Section 151 of the

Delaware General Corporation Law)

CID HOLDCO, INC., a Delaware

corporation (the “Corporation”), in accordance with the provisions of Section 103 of the General Corporation Law

of the State of Delaware (the “DGCL”), does hereby certify that, in accordance with Section 151 of the DGCL, the following

resolution was duly adopted by the Board of Directors of the Corporation (the “Board of Directors”) on _______________,

2026:

RESOLVED, pursuant to authority

expressly set forth in the Amended and Restated Certificate of Incorporation of the Corporation, as amended (the “Certificate

of Incorporation”), the issuance of a series of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”)

designated as the Series AAA Convertible Non-Redeemable Preferred Stock, par value $0.0001 per share, of the Corporation is hereby authorized

and the number of shares, powers, designations, preferences and relative, participating, optional or other special rights of, and the

qualifications, limitations or restrictions upon, the Series AAA Convertible Non-Redeemable Preferred Stock (in addition to any provisions

set forth in the Certificate of Incorporation that are applicable to the Preferred Stock of all classes and series) are hereby fixed,

and the Certificate of Designation of Preferences and Rights of Series AAA Convertible Non-Redeemable Preferred Stock (“Certificate

of Designation”) is hereby approved as follows:

Section 1. Designation of Amount.

(a) 800,000 shares of Preferred Stock shall be, and hereby are, designated the “Series AAA Convertible

Non-Redeemable Preferred Stock” (the “Series AAA Preferred Stock”), par value $0.0001 per share.

(b) Subject to the requirements of the DGCL, the Certificate of Incorporation and this Certificate of Designation,

the number of shares of Preferred Stock that are designated as Series AAA Preferred Stock may be increased or decreased by written resolution

duly adopted by the Board of Directors, or a duly authorized committee thereof, and the filing of an amendment to this Certificate of

Designation pursuant to the provisions of the DGCL stating that such increase or decrease, as applicable, has been so authorized; provided,

that no decrease shall reduce the number of shares of Series AAA Preferred Stock to a number less than the number of such shares then

outstanding. Any shares of Series AAA Preferred Stock converted, redeemed, purchased or otherwise acquired by the Corporation in any manner

whatsoever shall, automatically and without further action, be retired and canceled promptly after the acquisition thereof, and shall

become authorized but unissued shares of Preferred Stock and may not be reissued as shares of Series AAA Preferred Stock when the Corporation

shall take such action as may be necessary to reduce the number of authorized shares of the Series AAA Preferred Stock and may be reissued

as part of a new series of any class or series of Preferred Stock in accordance with the Certificate of Incorporation.

Section 2. Certain Definitions. Unless

the context otherwise requires, the terms defined in this Section 2 shall have, for all purposes of this resolution, the meanings

specified (with terms defined in the singular having comparable meanings when used in the plural). In addition, capitalized terms used

and not otherwise defined herein shall have the meanings set forth in the Purchase Agreement.

“Attribution Parties” shall

have the meaning set forth in Section 6(i).

“Beneficial Ownership Limitation”

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

“Board of Directors” shall

have the meaning set forth in the preamble to this Certificate of Designation.

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“Business Day” shall mean any

day other than Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required by law to remain

closed.

“Bylaws” shall mean the Bylaws

of the Corporation, as amended from time to time in accordance with their terms and the terms of the Certificate of Incorporation.

“Certificate of Incorporation”

shall have the meaning set forth in the preamble to this Certificate of Designation.

“Common Stock” shall mean the

common stock, par value $0.0001 per share, of the Corporation.

“Conversion Notice” shall have

the meaning set forth in Section 6(d).

“Conversion Price” shall mean

$0.0901185708 per share, subject to adjustment from time to time in accordance with Section 6(c) and Section 6(e).

“Conversion Time” shall have

the meaning set forth in Section 6(d).

“Corporation” shall have the

meaning set forth in the preamble to this Certificate of Designation.

“DGCL” shall have the meaning

set forth in the preamble to this Certificate of Designation.

“Dilutive Issuance” shall have

the meaning set forth in Section 6(e).

“Dividend” shall have the meaning

set forth in the Purchase Agreement.

“Floor Price” shall equal $0.05

per share.

“Holder” means any holder of

Series AAA Preferred Stock, all of such holders being the “Holders.”

“Junior Securities” shall have

the meaning set forth in Section 5(a).

“Legacy Dividend” shall have

the meaning set forth in the Purchase Agreement.

“Maximum Number of Conversion Shares”

shall equal until receipt of Stockholder Approval, 4.99% of the number of shares of Common Stock outstanding on the date prior to the

Series B Closing Date, subject to adjustment for such additional shares of Common Stock that may be issued for stock splits, stock dividends,

stock combinations, recapitalizations or other similar events.

“Parity Securities” shall have

the meaning set forth in Section 5(a).

“Person” shall mean any individual,

partnership, company, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization,

government or agency or political subdivision thereof, or other entity.

“Preferred Investor Designees”

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

“Preferred Stock” shall have

the meaning set forth in the preamble to this Certificate of Designation.

“Purchase Agreement” shall

mean that certain Securities Purchase Agreement, dated July 22, 2026, by and between the Corporation and the Investors defined therein

(as may be amended or restated from time to time).

“Requisite Holders” shall mean

the holders of a majority of the then outstanding shares of Series AAA Preferred Stock.

“Securities Act” shall mean

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

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“Series B Closing Date” shall

mean the date of closing on the issuance and sale to the Investors of the shares of Series B Preferred Stock in accordance with the terms

of the Purchase Agreement.

“Series AAA Preferred Stock”

shall have the meaning set forth in Section 1(a).

“Series B Preferred Stock”

shall have the meaning set forth in the Purchase Agreement.

“Stated Value” shall mean the

per share stated value for a share of Series AAA Preferred Stock of $5.00, subject to adjustment in the event of any stock dividend, stock

split, combination, reorganization, recapitalization, reclassification, or other similar event with respect to the Series AAA Preferred

Stock.

Section 3. Voting Rights.

(a) Non-Voting Stock. Until the Series AAA Preferred Stock are convertible under Section 6

hereof, or except as otherwise provided by the DGCL, other applicable law or as provided in this Certificate of Designation,

the holders of Series AAA Preferred Stock shall not be entitled to vote (or render written consents) on any matter submitted for a vote

of (or written consents in lieu of a vote as permitted by the DGCL, the Certificate of Incorporation and the Bylaws) holders of Common

Stock. Following the date on which the Series AAA Preferred Stock are convertible under Section 6 hereof, except as otherwise

provided herein or as required by applicable law, Holders of the Series AAA Preferred Stock shall be entitled to vote with holders of

the Common Stock on all matters that such holders of Common Stock are entitled to vote upon, in the same manner and with the same effect

as the holders of Common Stock, voting together with the holders of Common Stock as a single class. Each share of Series AAA Preferred

Stock shall entitle the Holder thereof to cast that number of votes per share of Series AAA Preferred Stock on an as converted to Common

Stock basis. Notwithstanding the foregoing, to the extent that under the DGCL the vote of the holders of the Series AAA Preferred Stock,

voting separately as a class or series, as applicable, is required to authorize a given action of the Corporation, the affirmative vote

or consent of the Requisite Holders, voting together in the aggregate and not in separate series unless required under the DGCL, represented

at a duly held meeting at which a quorum is present or by written consent of the Requisite Holders (except as otherwise may be required

under the DGCL), voting together in the aggregate and not in separate series unless required under the DGCL, shall constitute the approval

of such action by both the class or the series, as applicable. For the avoidance of doubt, following the date on which the Series AAA

Preferred Stock are convertible under Section 6 hereof, for purposes of determining the presence of a quorum at any meeting of

the stockholders of the Corporation at which the shares of Series AAA Preferred Stock are entitled to vote, the number of shares of Series

AAA Preferred Stock and votes represented by such shares shall be counted on an as converted to Common Stock basis. Following the date

on which the Series AAA Preferred Stock are convertible under Section 6 hereof, Holders of the Series AAA Preferred Stock shall

be entitled to written notice of all stockholder meetings or written consents (and copies of proxy materials and other information sent

to stockholders) with respect to which they would be entitled to vote, which notice would be provided pursuant to the Bylaws and the DGCL.

(b) Limited Voting Rights. So long as at least fifteen percent (15%) of the total shares of Series

AAA Preferred Stock issued or issuable upon the conversion of the Series B Shares issued at the Series B Closing Date are outstanding,

the Corporation shall not, without first obtaining the approval of the Requisite Holders and the affirmative vote of the holders of

a majority of the Common Stock:

(i) alter, repeal or change the powers, preferences or rights of the Series AAA Preferred Stock or alter or

amend this Certificate of Designation so as to adversely affect the Series AAA Preferred Stock;

(ii) supplement, amend, restate, repeal, or waive any provision of the Certificate of Incorporation or Bylaws,

or file any certificate of amendment, certificate of designation, preferences, limitations and relative rights of any series of preferred

stock, if such action would adversely alter or change the preferences, rights, privileges or powers of, or restrictions provided for the

benefit of the Series AAA Preferred Stock, regardless of whether any of the foregoing actions shall be by means of amendment to the Certificate

of Incorporation or by merger, consolidation, recapitalization, reclassification, conversion or otherwise;

B-4

(iii) increase or decrease (other than by conversion) the number of authorized shares of Series AAA Preferred

Stock, except that no such consent shall be required with respect to the reservation of Series AAA Preferred Stock for the purpose of

effecting the conversion of Series B Preferred Stock; or

(iv) enter into any agreement with respect to any of the foregoing.

Section 4. Dividends.

The shares of Series AAA Preferred Stock shall

not have or confer, and the holders of the outstanding shares of Series AAA Preferred Stock shall not have, any right or entitlement to

receive or otherwise participate in any dividend or distribution declared or paid by the Board of Directors or the Corporation, including

any Dividend or Legacy Dividend, and no dividend shall accrue or be payable on any shares of Series AAA Preferred Stock or the Conversion

Shares.

Section 5. Liquidation Preference.

(a) Ranking. The Series AAA Preferred Stock shall rank (i) senior to all of the Common Stock; (ii)

senior to any class or series of capital stock of the Corporation hereafter created specifically ranking by its terms junior to any Series

AAA Preferred Stock (“Junior Securities”); and (iii) on parity with any other class or series of capital stock of the

Corporation hereafter created specifically ranking by its terms on parity with the Series AAA Preferred Stock (“Parity Securities”),

in each case, as to distributions of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntarily or involuntarily

(each, a “Dissolution”). For the avoidance of doubt, the Series AAA Preferred Stock, the Series AA Preferred Stock,

and the Series B Preferred Stock shall rank pari passu with each other as to distributions of assets upon any Dissolution.

(b) Distribution to Series AAA Preferred Stock and Parity Securities. Upon a Dissolution, each Holder

shall be entitled to receive, prior and in preference to any distributions of any of the assets or surplus funds of the Corporation (other

than distributions that would otherwise constitute Dividends or Legacy Dividends) to the holders of the Common Stock and Junior Securities

and pari passu with any distribution to the holders of Parity Securities, an amount per share of Series AAA Preferred Stock held

by such Holder equal to the greater of (i) the Stated Value, or (ii) such amount per share as would have been payable had all shares of

Series AAA Preferred Stock been converted into Common Stock pursuant to Section 6 (without regard to any restrictions on conversion

other than the Floor Price) immediately prior to such Dissolution. If, upon any such Dissolution, the assets of the Corporation shall

be insufficient to pay the holders of shares of the Series AAA Preferred Stock the amount required under the preceding sentence, the holders

of Series AAA Preferred Stock and the holders of shares of Parity Securities shall share in any distribution of the assets available for

distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares of Series AAA Preferred

Stock and Parity Securities held by them upon such distribution if all amounts payable on or with respect to such shares of Series AAA

Preferred Stock and Parity Securities were paid in full. For the avoidance of any doubt, but without limiting the foregoing, neither a

change in control of the Corporation, the merger or consolidation of the Corporation with or into any other entity, nor the sale, lease,

exchange or other disposition of all or substantially all of the Corporation’s assets shall, in and of itself, be deemed to constitute

a Dissolution.

Section 6. Conversion Rights.

(a) General. Subject to and upon compliance with the provisions of this Section 6 and subject

to receipt of the Stockholder Approval, each Holder shall be entitled, at its option, at any time and from time to time, to convert all

or any such shares of Series AAA Preferred Stock into the number of fully paid and nonassessable shares of Common Stock equal to the number

obtained by dividing (i) the Stated Value of such Series AAA Preferred Stock by (ii) the Conversion Price in effect at the Conversion

Time (determined as provided in this Section 6) (any such shares, “Conversion Shares”).

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(b) Fractions of Shares. Fractional shares of Common Stock may not be issued in connection with any

conversion of the Series AAA Preferred Stock. As to any fraction of a share which a Holder would otherwise be entitled to receive upon

such conversion, the Corporation shall at its election, either (i) pay a cash adjustment in respect of such final fraction in an amount

equal to such fraction multiplied by the Conversion Price or (ii) round up to the next whole share.

(i) Upon Subdivisions. If, at any time after the date the first share of Series AAA Preferred Stock

was issued, the number of shares of Common Stock outstanding is increased by a subdivision of shares of Common Stock, then, following

the record date for the determination of holders of Common Stock affected by such subdivision, the Conversion Price in effect immediately

before such subdivision shall be proportionately decreased so that the number of shares of Common Stock issuable on conversion of Series

AAA Preferred Stock shall be increased in proportion to such increase in outstanding shares of Common Stock.

(ii) Upon Combinations. If, at any time after the date the first share of Series AAA Preferred Stock

was issued, the number of shares of Common Stock outstanding is decreased by a combination of the outstanding shares of Common Stock into

a smaller number of shares of Common Stock, then, following the record date to determine shares affected by such combination, the Conversion

Price in effect immediately before such combination shall be proportionately increased so that the number of shares of Common Stock issuable

on conversion of each share of Series AAA Preferred Stock shall be decreased in proportion to such decrease in outstanding shares of Common

Stock.

(iii) Stock Dividends. If, at any time after the date the first share of Series AAA Preferred Stock was

issued, the Corporation shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive,

a dividend or other distribution payable on the Common Stock in additional shares of Common Stock (which, for avoidance of doubt, shall

not include any shares of Common Stock issued by the Corporation upon conversion of any shares of Series AAA Preferred Stock, Series B

Preferred Stock, Series AA Preferred Stock, or an Exempt Issuance), then and in each such event the Conversion Price in effect immediately