Form 8-K

8-K — Peraso Inc.

Accession: 0001213900-26-075082

Filed: 2026-07-02

Period: 2026-06-30

CIK: 0000890394

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0296399-8k_peraso.htm (Primary)

EX-10.1 — COMMON STOCK PURCHASE AGREEMENT, DATED AS OF JUNE 30, 2026, BY AND BETWEEN PERASO INC. AND ROTH PRINCIPAL INVESTMENTS, LLC (ea029639901ex10-1.htm)

EX-10.2 — REGISTRATION RIGHTS AGREEMENT, DATED AS OF JUNE 30, 2026, BY AND BETWEEN PERASO INC. AND ROTH PRINCIPAL INVESTMENTS, LLC (ea029639901ex10-2.htm)

EX-99.1 — PRESS RELEASE, DATED JULY 2, 2026 (ea029639901ex99-1.htm)

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8-K — CURRENT REPORT

8-K (Primary)

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2026-06-30

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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): June 30, 2026

Peraso Inc.

(Exact Name of Registrant as Specified in Charter)

000-32929

(Commission File Number)

Delaware

77-0291941

(State or Other Jurisdiction

of Incorporation)

(I.R.S. Employer

Identification Number)

2033 Gateway Pl., Suite 500

San Jose, CA 95110

(Address of principal executive offices, with zip

code)

(408) 418-7500

(Registrant’s telephone number, including

area code)

N/A

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing 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 $0.001 per share

PRSO

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

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

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

Emerging growth company ☐

If an emerging growth company, indicate by check

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

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

Item 1.01 Entry into a Material Definitive

Agreement.

On June 30, 2026, Peraso Inc. (the “Company”) entered into

a Common Stock Purchase Agreement (the “Purchase Agreement”) and a related Registration Rights Agreement (the “Registration

Rights Agreement”), each dated as of June 30, 2026, with Roth Principal Investments, LLC (“Roth Principal Investments”).

Upon the terms and subject to the satisfaction of the conditions set forth in the Purchase Agreement, the Company will have the right,

in its sole discretion, to sell to Roth Principal Investments up to $25,000,000 of newly issued shares of the Company’s common stock,

par value $0.001 per share (the “Common Stock”), subject to certain conditions and limitations contained in the Purchase Agreement,

from time to time during the term of the Purchase Agreement. Sales of Common Stock pursuant to the Purchase Agreement, and the timing

of any sales, are solely at the option of the Company, and the Company is under no obligation to sell any securities to Roth Principal

Investments under the Purchase Agreement.

Upon the initial satisfaction of each of the conditions

to Roth Principal Investments’ purchase obligation set forth in the Purchase Agreement (the initial satisfaction of such conditions,

the “Commencement”, and the date on which the Commencement occurs, the “Commencement Date”), including that a

registration statement registering under the Securities Act of 1933, as amended (the “Securities Act”), the resale by Roth

Principal Investments of shares of Common Stock issued to it by the Company under the Purchase Agreement, which the Company agreed to

file with the Securities and Exchange Commission (the “SEC”) pursuant to the Registration Rights Agreement (the “Registration

Statement”), is declared effective by the SEC, the Company will have the right, but not the obligation, from time to time in its

sole discretion for a period of up to 36 months beginning on the Commencement Date, to direct Roth Principal Investments to purchase up

to a specified maximum amount of shares of Common Stock, in one or more Market Open Purchases, Intraday Purchases, Pre-Market Purchases

and/or Post-Market Purchases (each, as defined below, and together, “Purchases”), by timely delivering written notice to Roth

Principal Investments for each such Purchase in accordance with the Purchase Agreement on any trading day selected by the Company as the

purchase date therefor (the “Purchase Date”), so long as (i) the closing sale price of Common Stock on the trading day immediately

prior to such Purchase Date is not less than a specified threshold price as set forth in the Purchase Agreement (the “Threshold

Price”) and (ii) all shares of Common Stock subject to all prior Purchases effected by the Company under the Purchase Agreement,

including all prior Purchases effected on the same Purchase Date, have been received by Roth Principal Investments at such time and in

the manner set forth in the Purchase Agreement.

The purchase price of the shares of Common Stock

that the Company elects to sell to Roth Principal Investments in a Purchase pursuant to a timely delivered written notice in accordance

with the Purchase Agreement after 7:30 a.m., New York City time and prior to 9:00 a.m. New York City time on the Purchase Date (a “Market

Open Purchase”) will be determined by reference to the volume weighted average price of the Common Stock (“VWAP”) during

the period (the “Market Open Purchase Valuation Period”) beginning at the official open (or “commencement”) of

the regular trading session on The Nasdaq Capital Market on the applicable Purchase Date and ending at the earliest to occur of (i) such

time of official close of the regular trading session, (ii) such time during such regular trading hour period, the trading volume threshold

calculated in accordance with the Purchase Agreement is reached, and (iii) if the Company further specifies in the applicable purchase

notice for such Market Open Purchase that a “limit order discontinue election” shall apply to such Market Open Purchase, such

time the trading price of the Common Stock on The Nasdaq Capital Market during such Market Open Purchase Valuation Period falls below

the applicable minimum price threshold determined in accordance with the Purchase Agreement, less a fixed 3.0% discount to the VWAP for

such Market Open Purchase Valuation Period.

In addition to the Market Open Purchases described

above, after the Commencement, the Company will also have the right, but not the obligation (subject to the continued satisfaction of

the purchase conditions contained in the Purchase Agreement), to direct Roth Principal Investments to purchase, on any trading day that

would qualify as a Purchase Date on which the Company may elect to effect a Market Open Purchase, whether or not a Market Open Purchase

is effected by the Company on such trading day, a specified number of shares of Common Stock, not to exceed certain limitations set forth

in the Purchase Agreement that are similar to those applicable to Market Open Purchases (each, an “Intraday Purchase”), by

timely delivering an irrevocable written notice of such Intraday Purchase to Roth Principal Investments after 10:00 a.m., New York City

time (and after the Market Open Purchase Valuation Period for any earlier Market Open Purchase and the Intraday Purchase Valuation Period

(defined below) for the most recent prior Intraday Purchase effected on the same Purchase Date, if applicable, have ended), and prior

to 2:00 p.m., New York City time, on such Purchase Date (each, an “Intraday Purchase Notice”).

The per share purchase price for the shares of

Common Stock that the Company elects to sell to Roth Principal Investments in an Intraday Purchase pursuant to the Purchase Agreement,

if any, will be calculated in the same manner as in the case of a Market Open Purchase (including the same fixed 3.0% discount to the

applicable VWAP used to calculate the per share purchase price for a Market Open Purchase, as described above), provided that the VWAP

for each Intraday Purchase effected on a Purchase Date will be calculated over different purchase valuation periods during the regular

trading session on The Nasdaq Capital Market on such Purchase Date than the Market Open Purchase Valuation Period applicable to a Market

Open Purchase effected on such Purchase Date (if any), each of which will commence and end at different times on such Purchase Date and

will not overlap with any other purchase valuation period on such Purchase Date (each, an “Intraday Purchase Valuation Period”).

In addition to the Market Open Purchases and Intraday

Purchases described above, after the Commencement, the Company will also have the right, but not the obligation (subject to the continued

satisfaction of the purchase conditions contained in the Purchase Agreement), to direct Roth Principal Investments to purchase, on any

trading day that would qualify as a Purchase Date on which the Company may elect to effect a Market Open Purchase, whether or not a Market

Open Purchase is effected by the Company on such trading day, a specified number of shares of Common Stock, not to exceed certain limitations

set forth in the Purchase Agreement (each, a “Pre-Market Purchase”), by timely delivering an irrevocable written notice of

such Pre-Market Purchase to Roth Principal Investments after 7:00 a.m., New York City time, and prior to 8:30 a.m., New York City time,

on such Purchase Date (each, a “Pre-Market Purchase Notice”).

The per share purchase price for the shares of

Common Stock that the Company elects to sell to Roth Principal Investments in a Pre-Market Purchase pursuant to the Purchase Agreement,

if any, will be determined by reference to the VWAP of the Common Stock over a purchase valuation period to be calculated in accordance

with the Purchase Agreement, which period will not overlap with the valuation period for any other Purchase effected on the same Purchase

Date, less a fixed 6.0% discount to such VWAP (such period, a “Pre-Market Purchase Valuation Period”).

In addition to the Market Open Purchases, Intraday

Purchases and Pre-Market Purchases described above, after the Commencement, the Company will also have the right, but not the obligation

(subject to the continued satisfaction of the purchase conditions contained in the Purchase Agreement), to direct Roth Principal Investments

to purchase, on any trading day that would qualify as a Purchase Date on which the Company may elect to effect a Market Open Purchase,

whether or not a Market Open Purchase is effected by the Company on such trading day, a specified number of shares of Common Stock, not

to exceed certain limitations set forth in the Purchase Agreement (each, a “Post-Market Purchase”), by timely delivering an

irrevocable written notice of such Post-Market Purchase to Roth Principal Investments after 4:05 p.m., New York City time, and prior to

5:00 p.m., New York City time, on such Purchase Date (each, a “Post-Market Purchase Notice”).

The per share purchase price for the shares of

Common Stock that the Company elects to sell to Roth Principal Investments in a Post-Market Purchase pursuant to the Purchase Agreement,

if any, will be determined by reference to the VWAP over a purchase valuation period to be calculated in accordance with the Purchase

Agreement, which period will not overlap with the valuation period for any other Purchase effected on the same Purchase Date, less a fixed

6.0% discount to such VWAP (such period, a “Post-Market Purchase Valuation Period,” and together with the Market Open Purchase

Valuation Period, Intraday Purchase Valuation Period and Pre-Market Purchase Valuation Period, the “Valuation Period”).

There is no upper limit on the price per share

that Roth Principal Investments could be obligated to pay for Common Stock the Company may elect to sell to it in any Purchase under the

Purchase Agreement. The purchase price per share of Common Stock that the Company may elect to sell to Roth Principal Investments in a

Purchase under the Purchase Agreement will be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split,

reverse stock split or other similar transaction occurring during the applicable Valuation Period for such Purchase.

The Company will control the timing and amount

of any sales of Common Stock to Roth Principal Investments that it may elect, in its sole discretion, to effect from time to time from

and after the Commencement Date and during the term of the Purchase Agreement. Actual sales of shares of Common Stock to Roth Principal

Investments under the Purchase Agreement will depend on a variety of factors to be determined by the Company from time to time, including,

among other things, market conditions, the trading price of the Common Stock and determinations by the Company as to the appropriate sources

of funding for the Company and its operations.

Under the applicable Nasdaq rules, in no event may the Company issue

to Roth Principal Investments under the Purchase Agreement more than 3,004,114 shares of Common Stock, which number of shares is equal

to 19.99% of the shares of Common Stock issued and outstanding immediately prior to the execution of the Purchase Agreement (the “Exchange

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

with applicable Nasdaq rules, or (ii) the average price per share paid by Roth Principal Investments for all of the shares of Common Stock

that the Company directs Roth Principal Investments to purchase from the Company pursuant to the Purchase Agreement, if any, equals or

exceeds $0.9853 (representing the sum of (i) $0.1664 and (ii) the lower of (a) the official closing price of the Common Stock on Nasdaq

immediately preceding the execution of the Purchase Agreement and (b) the average official closing price of the Common Stock on Nasdaq

for the five consecutive trading days immediately preceding the execution of the Purchase Agreement, as adjusted in accordance with applicable

Nasdaq rules), so that the Exchange Cap limitation will not apply to issuances and sales of Common Stock pursuant to the Purchase Agreement.

In addition, the Company may not issue or sell

any shares of Common Stock to Roth Principal Investments under the Purchase Agreement which, when aggregated with all other shares of

Common Stock then beneficially owned by Roth Principal Investments and its affiliates (as calculated pursuant to Section 13(d) of the

Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 13d-3 thereunder), would result in Roth Principal

Investments beneficially owning more than 4.99% of the outstanding shares of Common Stock.

The net proceeds from sales of Common Stock by

the Company to Roth Principal Investments under the Purchase Agreement, if any, will depend on the frequency and prices at which the Company

sells shares of Common Stock to Roth Principal Investments under the Purchase Agreement. To the extent the Company elects to sell shares

of Common Stock to Roth Principal Investments under the Purchase Agreement from and after the Commencement Date, the Company currently

plans to use any net proceeds therefrom for working capital and general corporate purposes, including continued product development and

expansion in the drone, defense and tactical communications markets.

There are no restrictions on future financings,

rights of first refusal, participation rights, penalties or liquidated damages in the Purchase Agreement or Registration Rights Agreement,

other than a prohibition (with certain limited exceptions) on entering into specified “Variable Rate Transactions” (as such

term is defined in the Purchase Agreement) during the term of the Purchase Agreement. Such transactions include, among others, the issuance

of convertible securities with a conversion or exercise price that is based upon or varies with the trading price of the Common Stock

after the date of issuance, or the Company effecting or entering into an agreement to effect an “equity line of credit” or

other substantially similar continuous offering with a third party, in which the Company may offer, issue or sell Common Stock or any

securities exercisable, exchangeable or convertible into Common Stock at a future determined price. The foregoing restriction is subject

to certain limited exceptions set forth in the Purchase Agreement, including continued sales under the Company’s existing at-the-market

offering program, subject to the limitations set forth therein.

In addition, the Company has agreed, subject to

limited exceptions (including continued sales under the ATM facility described above), that from the date of the Purchase Agreement through

the effective date of the Registration Statement, it will not, without the prior written consent of Roth Principal Investments, offer,

sell or otherwise dispose of any shares of Common Stock or any securities convertible into or exchangeable for Common Stock. Roth Principal

Investments may, in its sole discretion, release all or any portion of the securities subject to this restriction at any time.

Roth Principal Investments has agreed that during

the term of the Purchase Agreement, none of Roth Principal Investments, any of its officers, or any entity managed or controlled by Roth

Principal Investments, will enter into or effect, directly or indirectly, either for Roth Principal Investments’ own principal account

or for the principal account of any such entity managed or controlled by Roth Principal Investments, any short sale (as such term is defined

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

with respect to the Common Stock.

The Purchase Agreement and the Registration Rights

Agreement contain customary representations, warranties, conditions and indemnification obligations of the parties. The representations,

warranties and covenants contained in such agreements were made only for the purposes of such agreements, were solely for the benefit

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

The Purchase Agreement will automatically terminate

on the earliest to occur of (i) the first day of the month following the 36-month anniversary of the Commencement Date, (ii) the date

on which Roth Principal Investments shall have purchased from the Company under the Purchase Agreement shares of Common Stock for an aggregate

gross purchase price of $25,000,000, (iii) the date on which the Common Stock shall have failed to be listed or quoted on Nasdaq or another

U.S. national securities exchange identified as an “eligible market” in the Purchase Agreement for a period of one trading

day, (iv) the 30th trading day after the date on which a voluntary or involuntary bankruptcy proceeding involving the Company has been

commenced that is not discharged or dismissed prior to such 30th trading day, and (v) the date on which a bankruptcy custodian is appointed

for all or substantially all of the Company’s property or the Company makes a general assignment for the benefit of its creditors.

As consideration for Roth Principal Investments’

commitment to purchase shares of Common Stock at the Company’s direction upon the terms and subject to the conditions set forth

in the Purchase Agreement, the Company agreed to pay to Roth Principal Investments a cash commitment fee of $500,000 (the “Commitment

Fee”), which is equal to 2.0% of Roth Principal Investments’ $25,000,000 total aggregate dollar amount purchase commitment

under the Purchase Agreement. The $500,000 Commitment Fee will be paid over time by Roth Principal Investments withholding cash amounts

equal to 10% of the total aggregate purchase price payable by Roth Principal Investments to the Company in connection with each Purchase

of shares of Common Stock effected under the Purchase Agreement, until such time as Roth Principal Investments shall have received from

such cash withholdings a total aggregate amount in cash equal to $500,000, representing the entire Commitment Fee payable to Roth Principal

Investments pursuant to the Purchase Agreement.

In addition, the Company agreed to reimburse Roth

Principal Investments for the reasonable legal fees and disbursements of Roth Principal Investments’ legal counsel in connection

with the transactions contemplated by the Purchase Agreement and the Registration Rights Agreement in an amount equal to $100,000, payable

upon execution of the Purchase Agreement and Registration Rights Agreement. The Company also agreed to reimburse Roth Principal Investments

up to $7,500 per fiscal quarter for the reasonable legal fees and disbursements of Roth Principal Investments’ legal counsel in

connection with quarterly and annual bring-down due diligence investigations and related matters as contemplated by the Purchase Agreement.

The Company has the right to terminate the Purchase

Agreement at any time after Commencement upon 5 trading days’ prior written notice to Roth Principal Investments. The Company will

not incur any termination penalty, except that if the Company terminates the Purchase Agreement within 90 days following the effective

date of the Registration Statement, the Company will be obligated to pay Roth Principal Investments, in cash within 3 business days of

such termination, the amount, if any, by which $500,000 exceeds the aggregate amount of the Commitment Fee previously withheld by Roth

Principal Investments from the purchase prices paid for shares of Common Stock. The Company’s right to terminate is also subject

to its having paid all Commitment Fee amounts and legal fee reimbursements then required to be paid to Roth Principal Investments. The

Company and Roth Principal Investments may also agree to terminate the Purchase Agreement by mutual written consent, provided that no

termination of the Purchase Agreement will be effective during the pendency of any Purchase that has not then fully settled in accordance

with the Purchase Agreement. Neither the Company nor Roth Principal Investments may assign or transfer any of their respective rights

or obligations under the Purchase Agreement or the Registration Rights Agreement, and no provision of the Purchase Agreement or the Registration

Rights Agreement may be modified or waived by the Company or Roth Principal Investments from and after the date that is one trading day

immediately preceding the date on which the initial Registration Statement is first filed with the SEC.

The Company has engaged Digital Offering, LLC,

a registered broker-dealer and FINRA member (“Digital Offering”), to be the qualified independent underwriter in connection

with the offering to be registered under the Registration Statement and, in such capacity, participate in the preparation of the Registration

Statement and exercise the usual standards of “due diligence” with respect thereto, in order for such offering to be in full

compliance with the applicable rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”), including

FINRA Rule 5121. The Company has agreed to reimburse Roth Principal Investments for the fees and expenses of Digital Offering up to $50,000,

as consideration for its services in connection with acting as the qualified independent underwriter in the offering to be registered

under the Registration Statement. Digital Offering will receive no other compensation for acting as the qualified independent underwriter

in connection with such offering.

The foregoing descriptions of the Purchase Agreement

and the Registration Rights Agreement are qualified in their entirety by reference to the full text of such agreements, copies of which

are attached hereto as Exhibit 10.1 and 10.2, respectively, and each of which is incorporated herein in its entirety by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained above in Item 1.01 is

hereby incorporated by reference into this Item 3.02. The shares of Common Stock that may be issued pursuant to the Purchase Agreement

will be issued without registration under the Securities Act, in reliance on the exemptions provided by Section 4(a)(2) of the Securities

Act as a transaction not involving a public offering and Rule 506(b) promulgated under the Securities Act as sales to accredited investors,

and in reliance on similar exemptions under applicable state laws. This Current Report on Form 8-K shall not constitute an offer to sell

or a solicitation of an offer to buy any securities of the Company, nor shall there be any sale of any securities of the Company in any

state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under

the securities laws of any such state or other jurisdiction.

Item 7.01 Regulation FD Disclosure.

On July 2, 2026, the Company issued a press release announcing the

execution of the Purchase Agreement and the Registration Rights Agreement. The press release is attached hereto and furnished as Exhibit

99.1 to this Current Report on Form 8-K.

The information provided in this Item 7.01, including

the accompanying Exhibit 99.1, shall be deemed “furnished” and shall not be deemed “filed” for purposes of Section

18 of the Exchange Act, or otherwise subject to the liabilities of such section, nor shall it be incorporated by reference in any filing

made by the Company pursuant to the Securities Act, or the Exchange Act, regardless of the general incorporation language of such filing,

except as expressly set forth by specific reference in such filing.

Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking

statements” relating to the Company’s business, including statements related to the satisfaction of the conditions to Roth

Principal Investments’ purchase obligations and the intended use of any proceeds to the Company from the sale of shares of Common

Stock pursuant to the Purchase Agreement, that are often identified using “believes”, “expects”, or similar expressions.

Forward-looking statements involve several estimates, assumptions, risks, and other uncertainties that may cause actual results to be

materially different from those anticipated, believed, estimated, expected, etc. Accordingly, forward-looking statements are not guarantees

of future results. Actual results could differ from those projected due to numerous factors and uncertainties. Although the Company believes

that the expectations, opinions, projections, and comments reflected in these forward-looking statements are reasonable, the Company can

give no assurance that such statements will prove to be correct, and that the Company’s actual results of ‎operations, financial

condition and performance will not differ materially from the ‎results of operations, financial condition and performance reflected

or implied by these forward-‎looking statements. Undue reliance should not be placed on the forward-looking statements and investors

should refer to the risk factors outlined in the “Risk Factors” section of the Company’s Annual Report on Form 10-K

for the fiscal year ended December 31, 2025 and the Company’s subsequent filings with the SEC. These forward-looking statements

are made as of the date hereof, and the Company assumes no obligation to update these statements or the reasons why actual results could

differ from those projected, except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

10.1*

Common Stock Purchase Agreement, dated as of June 30, 2026, by and between Peraso Inc. and Roth Principal Investments, LLC

10.2*

Registration Rights Agreement, dated as of June 30, 2026, by and between Peraso Inc. and Roth Principal Investments, LLC

99.1

Press Release, dated July 2, 2026

104

The cover page of this Current Report on Form 8-K formatted in Inline XBRL

* Certain schedules, exhibits and similar attachments have been

omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish copies of such omitted materials supplementally

upon request by the SEC.

SIGNATURE

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.

PERASO INC.

Date: July 2, 2026

By:

/s/ James Sullivan

James Sullivan

Chief Financial Officer

EX-10.1 — COMMON STOCK PURCHASE AGREEMENT, DATED AS OF JUNE 30, 2026, BY AND BETWEEN PERASO INC. AND ROTH PRINCIPAL INVESTMENTS, LLC

EX-10.1

Filename: ea029639901ex10-1.htm · Sequence: 2

Exhibit 10.1

COMMON STOCK PURCHASE AGREEMENT

Dated as of June 30, 2026

by and between

PERASO INC.

and

ROTH PRINCIPAL INVESTMENTS, LLC

Table

of Contents

Page

ARTICLE I DEFINITIONS

ARTICLE II PURCHASE AND SALE OF COMMON STOCK

Section 2.1.

Purchase and Sale of Stock

Section 2.2.

Closing Date; Settlement Dates

Section 2.3.

Initial Public Announcements and Required Filings

ARTICLE III PURCHASE TERMS

Section 3.1.

Market Open Purchases

Section 3.2.

Intraday Purchases

Section 3.3

Extended Hours Purchases

Section 3.4.

Settlement

Section 3.5.

Compliance with Rules of Trading Market.

Section 3.6.

Beneficial Ownership Limitation

ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE INVESTOR

Section 4.1.

Organization and Standing of the Investor

Section 4.2.

Authorization and Power

Section 4.3.

No Conflicts

Section 4.4.

Investment Purpose

Section 4.5.

Accredited Investor Status

Section 4.6.

Reliance on Exemptions

Section 4.7.

Information

Section 4.8.

No Governmental Review

Section 4.9.

No General Solicitation

Section 4.10.

Not an Affiliate

Section 4.11.

No Prior Short Sales

Section 4.12.

Statutory Underwriter Status

Section 4.13.

Resales of Shares

Section 4.14.

Information Barriers

ARTICLE V REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY

Section 5.1.

Organization, Good Standing and Power

Section 5.2.

Authorization, Enforcement

Section 5.3.

Capitalization

Section 5.4.

Payment of Commitment Fee; Issuance of Shares

Section 5.5.

No Conflicts

Section 5.6.

Commission Documents, Financial Statements; Disclosure Controls and Procedures; Internal Controls Over Financial Reporting; Accountants

Section 5.7.

Subsidiaries

Section 5.8.

No Material Adverse Effect or Material Change

Section 5.9.

No Undisclosed Liabilities

Section 5.10.

No Material Defaults on Indebtedness

Section 5.11.

Solvency

Section 5.12.

Title to Real and Personal Property

Section 5.13.

Litigation

Section 5.14.

Compliance with Applicable Laws

Section 5.15.

Certain Fees

Section 5.16.

Disclosure

Section 5.17.

Material Permits

Section 5.18.

Environmental Matters

Section 5.19.

Intellectual Property Rights

Section 5.20.

Material Contracts

Section 5.21.

Transactions With Affiliates

Section 5.22.

Labor Relations

Section 5.23.

Use of Proceeds

Section 5.24.

Investment Company Act Status

Section 5.25.

Tax Matters

Section 5.26.

Insurance

Section 5.27.

Exemption from Registration

Section 5.28.

No General Solicitation or Advertising

Section 5.29.

No Integrated Offering

Section 5.30.

Dilutive Effect

Section 5.31.

Manipulation of Price

Section 5.32.

Securities Act

Section 5.33.

Listing and Maintenance Requirements; DTC Eligibility

Section 5.34.

Application of Takeover Protections

Section 5.35.

Foreign Corrupt Practices

Section 5.36.

Office of Foreign Assets Control

Section 5.37.

Money Laundering

Section 5.38.

ERISA

Section 5.39.

IT Systems

Section 5.40.

Compliance with Data Security Requirements

Section 5.41.

U.S. Real Property Holding Corporation

Section 5.42.

Margin Rules

Section 5.43.

[Reserved]

Section 5.44.

Smaller Reporting Company Status

Section 5.45.

No Disqualification Events

Section 5.46.

[Reserved]

Section 5.47.

Broker/Dealer Relationships; FINRA Information

Section 5.48.

Acknowledgement Regarding Relationship with Investor and RCP

Section 5.49.

Acknowledgement Regarding Investor’s Affiliate Relationships

ARTICLE VI ADDITIONAL COVENANTS

Section 6.1.

Securities Compliance

Section 6.2.

Reservation of Common Stock

Section 6.3.

Registration and Listing

Section 6.4.

Compliance with Laws

Section 6.5.

Keeping of Records and Books of Account; Due Diligence

Section 6.6.

No Frustration; No Variable Rate Transactions

Section 6.7.

Corporate Existence

Section 6.8.

Fundamental Transaction

Section 6.9.

Selling Restrictions

Section 6.10.

Effective Registration Statement

Section 6.11.

Blue Sky

Section 6.12.

Non-Public Information

Section 6.13.

Broker-Dealer

Section 6.14.

FINRA Filing

Section 6.15.

QIU

Section 6.16.

Disclosure Schedule

Section 6.17.

Delivery of Compliance Certificates, Bring-Down Negative Assurance Letters and Bring-Down Comfort Letters Upon Occurrence of Certain Events

ARTICLE VII CONDITIONS TO CLOSING, COMMENCEMENT AND PURCHASES

Section 7.1.

Conditions Precedent to Closing

Section 7.2.

Conditions Precedent to Commencement

Section 7.3.

Conditions Precedent to Purchases after Commencement Date

ARTICLE VIII TERMINATION

Section 8.1.

Automatic Termination

Section 8.2.

Other Termination

Section 8.3.

Effect of Termination

ARTICLE IX INDEMNIFICATION

Section 9.1.

Indemnification of Investor

Section 9.2.

Indemnification Procedures

ARTICLE X MISCELLANEOUS

Section 10.1.

Certain Fees and Expenses; Commitment Fee; Commencement Irrevocable Transfer Agent Instructions

Section 10.2.

Specific Enforcement, Consent to Jurisdiction, Waiver of Jury Trial

Section 10.3.

Entire Agreement

Section 10.4.

Notices

Section 10.5.

Waivers

Section 10.6.

Amendments

Section 10.7.

Headings

Section 10.8.

Construction

Section 10.9.

Binding Effect

Section 10.10.

No Third Party Beneficiaries

Section 10.11.

Governing Law

Section 10.12.

Survival

Section 10.13.

Counterparts

Section 10.14.

Publicity

Section 10.15.

Severability

Section 10.16.

Further Assurances

Annex I. Definitions

iii

COMMON STOCK PURCHASE

AGREEMENT

This COMMON STOCK PURCHASE

AGREEMENT is made and entered into as of June 30, 2026 (this “Agreement”), by and between Roth Principal

Investments, LLC, a Delaware limited liability company (the “Investor”), and Peraso Inc., a Delaware corporation

(the “Company”).

RECiTALS

WHEREAS, the parties

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

from time to time as provided herein, and the Investor shall purchase from the Company, up to the lesser of (i) $25,000,000 in aggregate

gross purchase price of newly issued shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”),

and (ii) shares of Common Stock not exceeding the Exchange Cap (to the extent applicable under Section 3.5);

WHEREAS, such sales

of Common Stock by the Company to the Investor will be made in reliance upon the provisions of Section 4(a)(2) of the Securities Act (“Section

4(a)(2)”) and Rule 506(b) of Regulation D promulgated by the Commission under the Securities Act (“Regulation D”),

and upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all

of the sales of Common Stock to the Investor to be made hereunder;

WHEREAS, the parties

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

Rights Agreement”), pursuant to which the Company shall register under the Securities Act the resale of the Registrable

Securities (as defined in the Registration Rights Agreement) by the Investor, upon the terms and subject to the conditions set forth therein;

WHEREAS, in consideration

for the Investor’s execution and delivery of this Agreement, the Company shall pay or cause to be paid to the Investor the Commitment

Fee, pursuant to, at such time(s) and in such manner as set forth in Section 10.1(ii) of this Agreement; and

WHEREAS, the Company

acknowledges that the Investor’s Affiliate, Roth Capital Partners, LLC (“RCP”), is acting as the Investor’s

representative in connection with the transactions contemplated by the Transaction Documents.

NOW, THEREFORE, the

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

Article

DEFINITIONS

Capitalized terms used in

this Agreement shall have the meanings ascribed to such terms in Annex I hereto, and hereby made a part hereof, or as otherwise

set forth in this Agreement.

Article

PURCHASE AND SALE OF COMMON STOCK

Section 2.1.

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

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

shall purchase from the Company, up to the lesser of (i) $25,000,000 (the “Total Commitment”) in aggregate gross

purchase price of duly authorized, validly issued, fully paid and non-assessable shares of Common Stock and (ii) shares of Common Stock

not exceeding the Exchange Cap, to the extent applicable under Section 3.5 (such lesser amount of shares of Common Stock, the “Aggregate

Limit”), by the delivery to the Investor of Purchase Notices as provided in Article III.

Section 2.2.

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

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

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

each case as provided in Section 7.1(iv), to the offices of Duane Morris LLP, at 22 Vanderbilt, 335 Madison Avenue, 23rd Floor, New York,

NY 10017 (or such other place as may be agreed to by the Company and the Investor), at 3:30 p.m., New York City time, on the Closing Date.

In consideration of and in express reliance upon the representations, warranties and covenants contained in, and upon the terms and subject

to the conditions of, this Agreement, during the Investment Period, the Company, at its sole option and discretion, may issue and sell

to the Investor, and, if the Company elects to so issue and sell, the Investor shall purchase from the Company, the Shares in respect

of each Purchase. The delivery of Shares in respect of each Purchase, and the payment for such Shares, shall occur in accordance with

Section 3.4.

Section 2.3. Initial

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

with the Commission a Current Report on Form 8-K disclosing the execution of this Agreement and the Registration Rights

Agreement by the Company and the Investor and describing the material terms thereof, including, without limitation, the Commitment

Fee payable by the Company to the Investor pursuant to Section 10.1(ii) of this Agreement, and attaching as exhibits thereto copies

of each of this Agreement and the Registration Rights Agreement and, if applicable, any press release issued by the Company

disclosing the execution of this Agreement and the Registration Rights Agreement by the Company (including all exhibits thereto, the

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

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

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

nonpublic information delivered to the Investor (or the Investor’s representatives or agents) by the Company or any of its

Subsidiaries, or any of their respective officers, directors, employees, agents or representatives (if any) in connection with the

transactions contemplated by the Transaction Documents. The Investor covenants that until such time as the transactions contemplated

by this Agreement and the Registration Rights Agreement are publicly disclosed by the Company as described in this Section 2.3, the

Investor shall maintain the confidentiality of all disclosures made to it in connection with the transactions contemplated by the

Transaction Documents (including the existence and terms of the transactions contemplated thereby), except that the Investor may

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

such Persons to maintain the confidentiality of such information). Not later than 15 calendar days following the Closing Date, the

Company shall file with the Commission a Form D with respect to the issuance and sale of the Shares in accordance with Regulation D

and shall provide a copy thereof to the Investor promptly after such filing. The Company shall use its commercially reasonable

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

the Initial Registration Statement and any New Registration Statement covering only the resale by the Investor of the Registrable

Securities in accordance with the Securities Act and the Registration Rights Agreement. At or before 8:30 a.m. (New York City time)

on the Trading Day immediately following the Effective Date of the Initial Registration Statement and any New Registration Statement

(or any post-effective amendment thereto), the Company shall file with the Commission in accordance with Rule 424(b) under the

Securities Act the final Prospectus to be used in connection with resales of the Registrable Securities by the Investor pursuant to

such Registration Statement (or post-effective amendment thereto).

Article

III

PURCHASE TERMS

Subject to the satisfaction

of the conditions set forth in Article VII, the parties agree as follows:

Section 3.1. Market

Open Purchases. Upon the initial satisfaction of all of the conditions set forth in Section 7.2 (the

“Commencement” and the date of initial satisfaction of all of such conditions, the

“Commencement Date”) and from time to time thereafter, subject to the satisfaction of all of the

conditions set forth in Section 7.3, the Company shall have the right, but not the obligation, to direct the Investor, by its timely

delivery to the Investor of a Market Open Purchase Notice for a Market Open Purchase (each, a “Market Open

Purchase”), specifying in such Market Open Purchase Notice (a) the Market Open Purchase Percentage for such Market

Open Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such Market Open

Purchase, on the applicable Purchase Date therefor, to purchase a specified Market Open Purchase Share Amount, which shall not

exceed the applicable Market Open Purchase Maximum Amount, at the applicable Market Open Purchase Price therefor on such Purchase

Date in accordance with this Agreement. The Company may timely deliver to the Investor a Market Open Purchase Notice for a Market

Open Purchase on any Trading Day selected by the Company as the Purchase Date for such Market Open Purchase, so long as (i) the

Closing Sale Price of the Common Stock on the Trading Day immediately preceding such Purchase Date is not less than the Threshold

Price, and (ii) all Shares subject to all prior Purchases effected by the Company pursuant to this Agreement on or before the

Trading Day immediately preceding such Purchase Date (as applicable) have been timely received by the Investor as DWAC Shares on the

applicable Purchase Share Delivery Dates for such prior Purchases in accordance with Section 3.4. The Investor is obligated to

accept each Market Open Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the

satisfaction of the conditions contained in this Agreement. If the Company delivers any Market Open Purchase Notice directing the

Investor to purchase a Market Open Purchase Share Amount in excess of the applicable Market Open Purchase Maximum Amount that the

Company is then permitted to include in such Market Open Purchase Notice (taking into account the Market Open Purchase Percentage

specified by the Company in the applicable Market Open Purchase Notice for such Market Open Purchase), such Market Open Purchase

Notice shall be void ab initio to the extent of the amount by which the Market Open Purchase Share Amount set forth in such

Market Open Purchase Notice exceeds such applicable Market Open Purchase Maximum Amount, and the Investor shall have no obligation

to purchase, and shall not purchase, such excess Shares pursuant to such Market Open Purchase Notice; provided, however,

that the Investor shall remain obligated to purchase the applicable Market Open Purchase Maximum Amount pursuant to such Market Open

Purchase. At or prior to 5:30 p.m., New York City time, on the Purchase Date for each Market Open Purchase, the Investor shall

provide to the Company, by email correspondence to each of the individual notice recipients of the Company set forth in the

applicable Market Open Purchase Notice, a written confirmation for such Market Open Purchase, setting forth the applicable Market

Open Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such Market Open Purchase, and

the total aggregate Market Open Purchase Price to be paid by the Investor for the total Market Open Purchase Share Amount purchased

by the Investor in such Market Open Purchase. Notwithstanding the foregoing, the Company shall not deliver any Market Open Purchase

Notices to the Investor during the PEA Period, any Allowable Grace Period, any MPA Period or at any other time that the Company is

in possession of information reasonably determined by the Company to be material non-public information regarding the Company, its

Subsidiaries or their securities.

Section 3.2. Intraday

Purchases. Upon the initial satisfaction of all of the conditions set forth in Section 7.2 on the Commencement Date and from

time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3, in addition to Market Open

Purchases as described in Section 3.1, the Company shall also have the right, but not the obligation, to direct the Investor, by its

timely delivery to the Investor of an Intraday Purchase Notice for an Intraday Purchase (each, an “Intraday

Purchase”), specifying in such Intraday Purchase Notice (a) the Intraday Purchase Percentage for such Intraday

Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such Intraday

Purchase, on the applicable Purchase Date therefor, to purchase a specified Intraday Purchase Share Amount, which shall not exceed

the applicable Intraday Purchase Maximum Amount, at the applicable Intraday Purchase Price therefor on such Purchase Date in

accordance with this Agreement. The Company may timely deliver to the Investor an Intraday Purchase Notice for an Intraday Purchase

on any Trading Day selected by the Company as the Purchase Date for such Intraday Purchase, so long as (i) the Closing Sale Price of

the Common Stock on the Trading Day immediately preceding such Purchase Date is not less than the Threshold Price, and (ii) all

Shares subject to all prior Purchases effected by the Company pursuant to this Agreement on or before the Trading Day immediately

preceding such Purchase Date (as applicable) have been timely received by the Investor as DWAC Shares on the applicable Purchase

Share Delivery Dates for such prior Purchases in accordance with Section 3.4. The Investor is obligated to accept each Intraday

Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the

conditions contained in this Agreement. If the Company delivers any Intraday Purchase Notice directing the Investor to purchase an

Intraday Purchase Share Amount in excess of the applicable Intraday Purchase Maximum Amount that the Company is then permitted to

include in such Intraday Purchase Notice (taking into account the Intraday Purchase Percentage specified by the Company in the

applicable Intraday Purchase Notice for such Intraday Purchase), such Intraday Purchase Notice shall be void ab initio to the

extent of the amount by which the Intraday Purchase Share Amount set forth in such Intraday Purchase Notice exceeds such applicable

Intraday Purchase Maximum Amount, and the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares

pursuant to such Intraday Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the

applicable Intraday Purchase Maximum Amount pursuant to such Intraday Purchase. At or prior to 5:30 p.m., New York City time, on the

Purchase Date on which one or more Intraday Purchases shall have occurred, the Investor shall provide to the Company, by email

correspondence to each of the individual notice recipients of the Company set forth in the applicable Intraday Purchase Notice, a

written confirmation for each such Intraday Purchase, setting forth the applicable Intraday Purchase Price per Share to be paid by

the Investor for the Shares purchased by the Investor in such Intraday Purchase, and the total aggregate Intraday Purchase Price to

be paid by the Investor for the total Intraday Purchase Share Amount purchased by the Investor in such Intraday Purchase.

Notwithstanding the foregoing, the Company shall not deliver any Intraday Purchase Notices to the Investor during the PEA Period,

any Allowable Grace Period, any MPA Period or at any other time that the Company is in possession of information reasonably

determined by the Company to be material non-public information regarding the Company, its Subsidiaries or their securities.

Section 3.3

Extended Hours Purchases.

(a) Pre-Market

Purchases. Upon the initial satisfaction of all of the conditions set forth in Section 7.2 on the Commencement Date and from

time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3, in addition to Market Open

Purchases as described in Section 3.1 and Intraday Purchases as described in Section 3.2, the Company shall also have the right, but

not the obligation, to direct the Investor, by its timely delivery to the Investor of a Pre-Market Purchase Notice for a Pre-Market

Purchase (each, a “Pre-Market Purchase”), specifying in such Pre-Market Purchase Notice (a) the Pre-Market

Purchase Percentage for such Pre-Market Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue

Election shall apply to such Pre-Market Purchase, on the applicable Purchase Date therefor, to purchase a specified Pre-Market

Purchase Share Amount, which shall not exceed the applicable Pre-Market Purchase Maximum Amount, at the applicable Pre-Market

Purchase Price therefor on such Purchase Date in accordance with this Agreement. The Company may timely deliver to the Investor a

Pre-Market Purchase Notice for Pre-Market Purchase on any Trading Day selected by the Company as the Purchase Date for such

Pre-Market Purchase, so long as (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding such

Purchase Date is not less than the Threshold Price, and (ii) all Shares subject to all prior Purchases effected by the Company

pursuant to this Agreement on or before the Trading Day immediately preceding such Purchase Date (as applicable) have been timely

received by the Investor as DWAC Shares on the applicable Purchase Share Delivery Dates for such prior Purchases in accordance with

Section 3.4. The Investor is obligated to accept each Pre-Market Purchase Notice prepared and delivered by the Company in accordance

with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any

Pre-Market Purchase Notice directing the Investor to purchase a Pre-Market Purchase Share Amount in excess of the applicable

Pre-Market Purchase Maximum Amount that the Company is then permitted to include in such Pre-Market Purchase Notice (taking into

account the Pre-Market Purchase Percentage specified by the Company in the applicable Pre-Market Purchase Notice for such Pre-Market

Purchase), such Pre-Market Purchase Notice shall be void ab initio to the extent of the amount by which the Pre-Market

Purchase Share Amount set forth in such Pre-Market Purchase Notice exceeds such applicable Pre-Market Purchase Maximum Amount, and

the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to such Pre-Market Purchase

Notice; provided, however, that the Investor shall remain obligated to purchase the applicable Pre-Market Purchase

Maximum Amount pursuant to such Pre-Market Purchase. At or prior to 5:30 p.m., New York City time, on the Purchase Date on which a

Pre-Market Purchase shall have occurred, the Investor shall provide to the Company, by email correspondence to each of the

individual notice recipients of the Company set forth in the applicable Pre-Market Purchase Notice, a written confirmation for such

Pre-Market Purchase, setting forth the applicable Pre-Market Purchase Price per Share to be paid by the Investor for the Shares

purchased by the Investor in such Pre-Market Purchase, and the total aggregate Pre-Market Purchase Price to be paid by the Investor

for the total Pre-Market Purchase Share Amount purchased by the Investor in such Pre-Market Purchase. Notwithstanding the foregoing,

the Company shall not deliver any Pre-Market Purchase Notices to the Investor during the PEA Period, any Allowable Grace Period, any

MPA Period or at any other time that the Company is in possession of information reasonably determined by the Company to be material

non-public information regarding the Company, its Subsidiaries or their securities.

(b) Post-Market

Purchases. Upon the initial satisfaction of all of the conditions set forth in Section 7.2 on the Commencement Date and from

time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3, in addition to Market Open

Purchases as described in Section 3.1, Intraday Purchases as described in Section 3.2 and Pre-Market Purchases as described in

Section 3.3(a), the Company shall also have the right, but not the obligation, to direct the Investor, by its timely delivery to the

Investor of a Post-Market Purchase Notice for a Post-Market Purchase (each, a “Post-Market Purchase”),

specifying in such Post-Market Purchase Notice (a) the Post-Market Purchase Percentage for such Post-Market Purchase and (b) whether

a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such Post-Market Purchase, on the applicable

Purchase Date therefor, to purchase a specified Post-Market Purchase Share Amount, which shall not exceed the applicable Post-Market

Purchase Maximum Amount, at the applicable Post-Market Purchase Price therefor on such Purchase Date in accordance with this

Agreement. The Company may timely deliver to the Investor a Post-Market Purchase Notice for Post-Market Purchase on any Trading Day

selected by the Company as the Purchase Date for such Post-Market Purchase, so long as (i) the Closing Sale Price of the Common

Stock on such Purchase Date is not less than the Threshold Price, and (ii) all Shares subject to all prior Purchases effected by the

Company pursuant to this Agreement on or before the Trading Day immediately preceding such Purchase Date (as applicable) have been

timely received by the Investor as DWAC Shares on the applicable Purchase Share Delivery Dates for such prior Purchases in

accordance with Section 3.4. The Investor is obligated to accept each Post-Market Purchase Notice prepared and delivered by the

Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the

Company delivers any Post-Market Purchase Notice directing the Investor to purchase a Post-Market Purchase Share Amount in excess of

the applicable Post-Market Purchase Maximum Amount that the Company is then permitted to include in such Post-Market Purchase Notice

(taking into account the Post-Market Purchase Percentage specified by the Company in the applicable Post-Market Purchase Notice for

such Post-Market Purchase), such Post-Market Purchase Notice shall be void ab initio to the extent of the amount by which the

Post-Market Purchase Share Amount set forth in such Post-Market Purchase Notice exceeds such applicable Post-Market Purchase Maximum

Amount, and the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to such

Post-Market Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable

Post-Market Purchase Maximum Amount pursuant to such Post-Market Purchase. At or prior to 9:30 p.m., New York City time, on the

Purchase Date on which one or more Post-Market Purchases shall have occurred, the Investor shall provide to the Company, by email

correspondence to each of the individual notice recipients of the Company set forth in the applicable Post-Market Purchase Notice, a

written confirmation for each such Post-Market Purchase, setting forth the applicable Post-Market Purchase Price per Share to be

paid by the Investor for the Shares purchased by the Investor in such Post-Market Purchase, and the total aggregate Post-Market

Purchase Price to be paid by the Investor for the total Post-Market Purchase Share Amount purchased by the Investor in such

Post-Market Purchase. Notwithstanding the foregoing, the Company shall not deliver any Post-Market Purchase Notices to the Investor

during the PEA Period, any Allowable Grace Period, any MPA Period or at any other time that the Company is in possession of

information reasonably determined by the Company to be material non-public information regarding the Company, its Subsidiaries or

their securities.

Section 3.4. Settlement.

The Shares constituting (i) the applicable Market Open Purchase Share Amount purchased by the Investor in each Market Open Purchase,

(ii) the applicable Intraday Purchase Share Amount purchased by the Investor in each Intraday Purchase, (iii) the applicable

Pre-Market Purchase Share Amount purchased by the Investor in each Pre-Market Purchase, and (iv) the applicable Post-Market Purchase

Share Amount purchased by the Investor in each Post-Market Purchase, as applicable, in each case shall be delivered to the Investor

as DWAC Shares not later than 10:00 a.m., New York City time, on the Trading Day immediately following the Purchase Date for such

Purchase (the “Purchase Share Delivery Date”). Subject to the provisions set forth in Section 10.1(ii)

regarding deductions from the amount otherwise payable to the Company under this Section 3.4 for partial satisfaction of the

Commitment Fee, for each Purchase effected by the Company under this Article III, the Investor shall pay to the Company an amount in

cash equal to the product of (a) the total number of Shares purchased by the Investor in such Purchase and (b) the applicable

Purchase Price for such Shares, as full payment for such Shares purchased by the Investor in such Purchase, via wire transfer of

immediately available funds, not later than 5:00 p.m., New York City time, on the Trading Day immediately following the applicable

Purchase Share Delivery Date for such Purchase, provided the Investor shall have timely received, as DWAC Shares, all of such Shares

purchased by the Investor in such Purchase on such Purchase Share Delivery Date in accordance with the first sentence of this

Section 3.4, or, if any of such Shares are received by the Investor after 1:00 p.m., New York City time, then the Company’s

receipt of such funds in its designated account may occur on the Trading Day next following the Trading Day on which the Investor

shall have received all of such Shares as DWAC Shares, but not later than 5:00 p.m., New York City time, on such next Trading Day.

If the Company or its transfer agent shall fail for any reason (other than a failure of the Investor or its Broker-Dealer to set up

a DWAC and required instructions) to deliver to the Investor, as DWAC Shares, any Shares purchased by the Investor in a Purchase

effected by the Company under this Article III, prior to 10:00 a.m., New York City time, on the Trading Day immediately following

the applicable Purchase Share Delivery Date for such Purchase, and if on or after such Trading Day the Investor purchases (in an

open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Shares

that the Investor anticipated receiving from the Company on such Purchase Share Delivery Date in respect of such Purchase, then the

Company shall, within one (1) Trading Day after the Investor’s request, either (i) pay cash to the Investor in an amount equal

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

(the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares

shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the

Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to

this Agreement for all of the Shares purchased by the Investor in such Purchase. The Company shall not issue any fraction of a share

of Common Stock to the Investor in connection with any Purchase effected pursuant to this Agreement. If the issuance would result in

the issuance of a fraction of a share of Common Stock, the Company shall round such fraction of a share of Common Stock up or down

to the nearest whole share. All payments to be made by the Investor pursuant to this Agreement shall be made by wire transfer of

immediately available funds to such account as the Company may from time to time designate by written notice to the Investor in

accordance with the provisions of this Agreement.

Section 3.5.

Compliance with Rules of Trading Market.

(a)

Exchange Cap. Subject to Section 3.5(b), the Company shall not issue or sell any shares of Common Stock pursuant

to this Agreement, and the Investor shall not purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent

that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement and the

transactions contemplated hereby would exceed 3,004,114 shares of Common Stock (such number of shares equal to 19.99%

of the aggregate number of shares of Common Stock issued and outstanding immediately prior to the execution of this Agreement),

which number of shares shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant

to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable

rules of the Trading Market (such maximum number of shares of Common Stock, the “Exchange Cap”), unless the

Company’s stockholders have approved the issuance of Common Stock pursuant to this Agreement in excess of the Exchange Cap in accordance

with the applicable rules of the Trading Market. For the avoidance of doubt, the Company may, but shall be under no obligation to, request

its stockholders to approve the issuance of Common Stock pursuant to this Agreement; provided, that if such stockholder approval

is not obtained, the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all

times during the term of this Agreement (except as set forth in Section 3.5(b)).

(b)

At-Market Transaction. Notwithstanding Section 3.5(a) above, the Exchange Cap shall not be applicable for any purposes

of this Agreement and the transactions contemplated hereby, solely to the extent that (and only for so long as) the Average Price shall

equal or exceed the Base Price (it being hereby acknowledged and agreed that the Exchange Cap shall be applicable for all purposes of

this Agreement and the transactions contemplated hereby at all other times during the term of this Agreement, unless the stockholder approval

referred to in Section 3.5(a) is obtained). The parties acknowledge and agree that the Minimum Price used to determine the Base Price

hereunder represents the lower of (i) the Nasdaq official closing price of the Common Stock on the Trading Market (as reflected on Nasdaq.com)

on the Trading Day immediately prior to the date of this Agreement and (ii) the average Nasdaq official closing price of the Common Stock

on the Trading Market (as reflected on Nasdaq.com) for the five (5) consecutive Trading Days ending on the Trading Day immediately prior

to the date of this Agreement.

(c)

General. The Company shall not issue or sell any shares of Common Stock pursuant to this Agreement if such issuance

or sale would reasonably be expected to result in (A) a violation of the Securities Act or (B) a breach of the rules of the Trading Market.

The provisions of this Section 3.5 shall be implemented in a manner otherwise than in strict conformity with the terms of this Section

3.5 only if necessary to ensure compliance with the Securities Act and the applicable rules of the Trading Market.

Section 3.6.

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

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

when aggregated with all other shares of Common Stock then beneficially owned by the Investor and its Affiliates (as calculated pursuant

to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by the Investor of

more than 4.99% of the outstanding shares of Common Stock (the “Beneficial Ownership Limitation”). Upon

the written request of the Investor, the Company shall promptly (but not later than the next business day on which the Company’s

transfer agent is open for business) confirm orally or in writing to the Investor the number of shares of Common Stock then outstanding.

The Investor and the Company shall each cooperate in good faith in the determinations required under this Section 3.6 and the application

of this Section 3.6. The Investor’s written certification to the Company of the applicability of the Beneficial Ownership Limitation,

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

absent manifest error. The provisions of this Section 3.6 shall be construed and implemented in a manner otherwise than in strict conformity

with the terms of this Section 3.6 to the extent necessary to properly give effect to the limitations contained in this Section 3.6.

Article

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE INVESTOR

The Investor hereby makes

the following representations, warranties and covenants to the Company:

Section 4.1.

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

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

Section 4.2. Authorization

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

obligations under this Agreement and the Registration Rights Agreement and to purchase or acquire the Shares in accordance with the

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

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

liability company action, and no further consent or authorization of the Investor, its officers or its sole member is required. Each

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

and binding obligation of the Investor enforceable against it in accordance with its terms, except as such enforceability may be

limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership, or similar

Laws relating to, or affecting generally the enforcement of, creditor’s rights and remedies or by other equitable principles

of general application (including any limitation of equitable remedies).

Section 4.3.

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

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

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

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

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

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

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

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

of any federal, state, local or foreign statute, rule, or regulation, or any Order of any Governmental Entity applicable to the Investor

or by which any of its properties or assets are bound or affected, except, in the case of clauses (ii), (iii) and (iv), for such conflicts,

defaults, terminations, amendments, acceleration, cancellations and violations as would not, individually or in the aggregate, prohibit

or otherwise interfere with, in any material respect, the ability of the Investor to enter into and perform its obligations under this

Agreement and the Registration Rights Agreement. The Investor is not required under any applicable Law to obtain any consent, authorization

or Order of, or make any filing or registration with, any Governmental Entity in order for it to execute, deliver or perform any of its

obligations under this Agreement and the Registration Rights Agreement or to purchase or acquire the Shares in accordance with the terms

hereof, other than as may be required by FINRA; provided, however, that for purposes of the representation made in this

sentence, the Investor is assuming and relying upon the accuracy of the relevant representations and warranties and the compliance with

the relevant covenants and agreements of the Company in the Transaction Documents to which it is a party.

Section 4.4.

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

view towards, or for resale in connection with, the public sale or distribution thereof, in violation of the Securities Act or any applicable

state securities or “blue sky” Laws; provided, however, that by making the representations herein, the Investor

does not agree, or make any representation or warranty, to hold any of the Shares for any minimum or other specific term and reserves

the right to dispose of the Shares at any time in accordance with, or pursuant to, a Registration Statement filed pursuant to the Registration

Rights Agreement or an applicable exemption under the Securities Act. The Investor does not presently have any agreement or understanding,

directly or indirectly, with any Person to sell or distribute any of the Shares. The Investor is acquiring the Shares hereunder in the

ordinary course of its business.

Section 4.5.

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

of Regulation D.

Section 4.6. Reliance

on Exemptions. The Investor understands that the Shares are being offered and sold to it in reliance on specific exemptions

from the registration requirements of U.S. federal and state securities or “blue sky” Laws and that the Company is

relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties,

agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such

exemptions and the eligibility of the Investor to acquire the Shares.

Section 4.7.

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

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

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

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

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

investment in the Shares. The Investor and its advisors have been afforded the opportunity to ask questions of and receive answers from

representatives of the Company concerning the financial condition and business of the Company and other matters relating to an investment

in the Shares. Neither such inquiries nor any other due diligence investigations conducted by the Investor or its advisors, if any, or

its representatives shall modify, amend or affect the Investor’s right to rely on the Company’s representations and warranties

contained in this Agreement or in any other Transaction Document to which the Company is a party or the Investor’s right to rely

on any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transaction

contemplated hereby (including, without limitation, the opinions of the Company’s counsel delivered pursuant to Sections 7.1(iv),

7.2(xv) and 7.3(x)). The Investor has sought such accounting, legal and tax advice as it has considered necessary to make an informed

investment decision with respect to its acquisition of the Shares. The Investor understands that it (and not the Company) shall be responsible

for its own tax liabilities that may arise as a result of this investment or the transactions contemplated by this Agreement.

Section 4.8.

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

or Governmental Entity has passed on or made any recommendation or endorsement of the Shares or the fairness or suitability of an investment

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

Section 4.9.

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

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

Section 4.10. Not

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

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

Stock. During the Investment Period, the Investor will not acquire for its own account any shares of Common Stock or securities

exercisable for or convertible into shares of Common Stock, other than pursuant to this Agreement; provided, however,

that nothing in this Agreement shall prohibit or be deemed to prohibit the Investor from purchasing, in an open market transaction

or otherwise, shares of Common Stock necessary to make delivery by the Investor in satisfaction of a sale by the Investor of Shares

that the Investor anticipated receiving from the Company in connection with the settlement of a Market Open Purchase or an Intraday

Purchase (as applicable) if the Company or its transfer agent shall have failed for any reason (other than a failure of the Investor

or its Broker-Dealer to set up a DWAC and required instructions) to electronically transfer all of the Shares subject to such Market

Open Purchase or such Intraday Purchase (as applicable) to the Investor on the applicable Purchase Share Delivery Date by crediting

the Investor’s or its designated Broker-Dealer’s account at DTC through its DWAC delivery system in compliance with

Section 3.4 of this Agreement. For the avoidance of doubt, the foregoing restriction does not apply to any Affiliate of the

Investor, provided that any such purchases do not cause the Investor to violate any applicable Exchange Act requirement, including

Regulation M.

Section 4.11.

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

managed or controlled by the Investor, engaged in or effected, in any manner whatsoever, directly or indirectly, for the Investor’s

own principal account or for the principal account of any such entity managed or controlled by the Investor, any (i) “short sale”

(as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Common Stock or (ii) hedging transaction, which establishes

a net short position with respect to the Common Stock that remains in effect as of the date of this Agreement.

Section 4.12.

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

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

Law and to the extent the Prospectus is related to the resale of Registrable Securities.

Section 4.13.

Resales of Shares. The Investor represents, warrants and covenants that it will resell Shares purchased or acquired

by the Investor from the Company pursuant to this Agreement only pursuant to the Registration Statement in which the resale of such Shares

is registered under the Securities Act and the Prospectus contained therein, in a manner described under the caption “Plan of Distribution”

in such Registration Statement and Prospectus, and in a manner in compliance with all applicable U.S. federal and applicable state securities

or “blue sky” Laws.

Section 4.14. Information

Barriers. The Investor represents, warrants and covenants that it shall maintain, and shall

cause RCP to maintain, information barriers reasonably designed to prevent the disclosure of information regarding pending Purchase Notices,

including the timing, size, and pricing of any Purchase Notice, to any Person that is not facilitating sales pursuant to this Agreement.

For the avoidance of doubt, nothing herein shall restrict (i) independent trading activity by customers of RCP in their own accounts,

(ii) ordinary-course market making activity by RCP that is conducted without knowledge of pending Purchase Notices under this Agreement,

or (iii) the Investor’s sale of Shares as permitted under the exception set forth in Section 4.10 herein.

Article

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY

Except as set forth in

the disclosure schedule delivered by the Company to the Investor, if any (which is hereby incorporated by reference in, and

constitutes an integral part of, this Agreement) (the “Disclosure Schedule”), the Company hereby makes the

following representations, warranties and covenants to the Investor:

Section 5.1.

Organization, Good Standing and Power. The Company is a corporation duly organized, validly existing and in good standing

under the Laws of the State of Delaware and has the corporate power and authority to own, lease or operate its assets and properties and

to conduct its business as now being conducted in all material respects. The Company is duly licensed or qualified to do business and

in good standing (or equivalent status as applicable) in each jurisdiction in which the assets owned or leased by it or the character

of its activities require it to be licensed or qualified or in good standing (or equivalent status as applicable), except where the failure

to be so licensed or qualified, individually or in the aggregate, has not had and would not reasonably be expected to have a Material

Adverse Effect.

Section 5.2.

Authorization, Enforcement. The Company has the requisite corporate power and authority to enter into and perform its

obligations under each of the Transaction Documents to which it is a party and to issue the Shares in accordance with the terms hereof

and thereof. Except for approvals of the Company’s Board of Directors or a committee thereof as may be required in connection with

any issuance and sale of Shares to the Investor hereunder (which approvals shall be obtained prior to the delivery of any Market Open

Purchase Notice and any Intraday Purchase Notice), the execution, delivery and performance by the Company of each of the Transaction Documents

to which it is a party and the consummation by it of the transactions contemplated hereby and thereby have been duly and validly authorized

by all necessary corporate action, and no further consent or authorization of the Company, its Board of Directors or its stockholders

is required. Each of the Transaction Documents to which the Company is a party has been duly executed and delivered by the Company and

constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such

enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership

or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and remedies or by other equitable principles

of general application (including any limitation of equitable remedies).

Section 5.3. Capitalization.

The authorized capital stock of the Company and the shares thereof issued and outstanding were as set forth in the Commission

Documents as of the dates reflected therein. All of the outstanding shares of Common Stock have been duly authorized and validly

issued, and are fully paid and non-assessable. Except as set forth in the Commission Documents, this Agreement and the Registration

Rights Agreement, there are no agreements or arrangements under which the Company is obligated to register the sale of any

securities under the Securities Act. Except as set forth in the Commission Documents, no shares of Common Stock are entitled to

preemptive rights and there are no outstanding debt securities and no contracts, commitments, understandings, or arrangements by

which the Company is or may become bound to issue additional shares of the capital stock of the Company or options, warrants, scrip,

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

exchangeable for, any shares of capital stock of the Company other than those issued or granted in the ordinary course of business

pursuant to the Company’s equity incentive and/or compensatory plans or arrangements. Except as set forth in the Commission

Documents, the Company is not a party to, and it has no Knowledge of, any agreement restricting the voting or transfer of any shares

of the capital stock of the Company. Except as set forth in the Commission Documents, there are no securities or instruments

containing anti-dilution or similar provisions that will be triggered by this Agreement, the Registration Rights Agreement or any of

the other Transaction Documents, or the consummation of the transactions described herein or therein. The Company has filed with the

Commission true and correct copies of the Company’s Restated Certificate of Incorporation, as amended and in effect on the

Closing Date (the “Charter”), and the Company’s Amended and Restated Bylaws, as amended and in

effect on the Closing Date (the “Bylaws”).

Section 5.4.

Payment of Commitment Fee; Issuance of Shares. Payment of the Commitment Fee by the Company to the Investor in such

manner, at such time(s) and otherwise pursuant to and in accordance with Section 10.1(ii) of this Agreement, has been duly authorized

by all necessary corporate action on the part of the Company. The Total Commitment worth of Shares available for issuance by the Company

to the Investor under this Agreement have been, or with respect to the amount of Shares to be purchased by the Investor pursuant to a

particular Purchase Notice will be, prior to the delivery to the Investor hereunder of such Purchase Notice, in each case duly authorized

by all necessary corporate action on the part of the Company. An aggregate 31,750,000 shares of Common Stock have been duly authorized

and reserved by the Company for issuance and sale to the Investor as Shares pursuant to one or more Purchases under this Agreement.

Section 5.5. No

Conflicts. The execution, delivery and performance by the Company of each of the Transaction Documents to which it is a

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

violation of any provision of the Company’s Charter or Bylaws, (ii) result in a breach or violation of any of the terms or

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

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

indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any of its Subsidiaries is a party

or is bound, (iii) create or impose a lien, charge or encumbrance on any property or assets of the Company or any of its

Subsidiaries under any agreement or any commitment to which the Company or any of its Subsidiaries is a party or by which the

Company or any of its Subsidiaries is bound or to which any of their respective properties or assets is subject, or (iv) result in a

violation of any Law or Order applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company

or any of its Subsidiaries are bound or affected (including federal and state securities or “blue sky” Laws and the

rules and regulations of the Trading Market or applicable Eligible Market), except, in the case of clauses (ii), (iii) and (iv), for

such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances and violations as

would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as specifically

contemplated by this Agreement or the Registration Rights Agreement and as required under the Securities Act, under any applicable

state securities or “blue sky” Laws, by the Trading Market or by FINRA, the Company is not required under any Law to

obtain any consent, authorization or Order of, or make any filing or registration with, any Governmental Entity (including, without

limitation, the Trading Market) in order for it to execute, deliver or perform any of its obligations under the Transaction

Documents to which it is a party, or to issue the Shares to the Investor in accordance with the terms hereof and thereof (other than

such consents, authorizations, Orders, filings or registrations as have been obtained or made prior to the Closing Date); provided, however,

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

representations and warranties of the Investor in this Agreement and the compliance by it with its covenants and agreements

contained in this Agreement and the Registration Rights Agreement.

Section 5.6.

Commission Documents, Financial Statements; Disclosure Controls and Procedures; Internal Controls Over Financial Reporting;

Accountants.

(a) Since January 1, 2025,

the Company has timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all

Commission Documents required to be filed with or furnished to the Commission by the Company under the Securities Act or the

Exchange Act, including those required to be filed with or furnished to the Commission under Section 13(a) or Section 15(d) of the

Exchange Act. As of the Closing Date, no Subsidiary of the Company is required to file or furnish any report, schedule,

registration, form, statement, information or other document with the Commission. As of its filing date (or, if amended or

superseded by a filing prior to the Closing Date, as of the date of such amended or superseded filing), each Commission Document

filed with or furnished to the Commission prior to the Closing Date complied in all material respects with the requirements of the

Securities Act or the Exchange Act, as applicable. Each Registration Statement, on the date it is filed with the Commission, on the

date it is declared effective by the Commission and on each Purchase Date, shall comply in all material respects with the

requirements of the Securities Act (including, without limitation, Rule 415 under the Securities Act) and shall not contain any

untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the

statements therein not misleading, except that this representation and warranty shall not apply to statements in or omissions from

such Registration Statement made in reliance upon and in conformity with information relating to the Investor furnished to the

Company in writing by or on behalf of the Investor expressly for use therein. The Prospectus and each Prospectus Supplement required

to be filed pursuant to this Agreement or the Registration Rights Agreement after the Closing Date, when taken together, on its date

and on each Purchase Date, shall comply in all material respects with the requirements of the Securities Act (including, without

limitation, Rule 424(b) under the Securities Act) and shall not contain any untrue statement of a material fact or omit to state a

material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances

under which they were made, not misleading, except that this representation and warranty shall not apply to statements in or

omissions from the Prospectus or any Prospectus Supplement made in reliance upon and in conformity with information relating to the

Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. Each Commission Document

(other than the Initial Registration Statement or any New Registration Statement, or the Prospectus included therein or any

Prospectus Supplement thereto) to be filed with or furnished to the Commission after the Closing Date and filed as part of or

incorporated by reference in the Initial Registration Statement or any New Registration Statement, or the Prospectus included

therein or any Prospectus Supplement thereto required to be filed pursuant to this Agreement or the Registration Rights Agreement

(including, without limitation, the Current Report), when such document is filed with or furnished to the Commission and, if

applicable, when such document becomes effective, as the case may be, shall comply in all material respects with the requirements of

the Securities Act or the Exchange Act, as applicable. The Company has delivered or made available to the Investor via EDGAR or

otherwise true and complete copies of all comment letters and substantive correspondence received by the Company from the Commission

relating to the Commission Documents filed with or furnished to the Commission as of the Closing Date, together with all written

responses of the Company thereto in the form such responses were filed via EDGAR. Except as disclosed in the Commission Documents,

there are no outstanding or unresolved comments or undertakings in such comment letters received by the Company from the Commission.

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

Company under the Securities Act or the Exchange Act.

(b)

The consolidated financial statements of the Company included or incorporated by reference in the Commission Documents, together

with the related notes and schedules, present fairly, in all material respects, the consolidated financial position of the Company and

its Subsidiaries as of the dates indicated and the consolidated statements of operations, cash flows and stockholders’ equity of

the Company and its Subsidiaries for the periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments

which will not be material, either individually or in the aggregate) and have been prepared in compliance in all material respects with

the published requirements of the Securities Act and the Exchange Act, as applicable, and in conformity with generally accepted accounting

principles in the United States (“GAAP”) applied on a consistent basis (except (i) for such adjustments to accounting

standards and practices as are noted therein and (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes

or may be condensed or summary statements) during the periods involved. The pro forma financial statements or data included or incorporated

by reference in the Commission Documents, if any, comply in all material respects with the applicable requirements of Regulation S-X of

the Securities Act, including, without limitation, Article 11 thereof, and the assumptions used in the preparation of such pro forma financial

statements and data are reasonable, the pro forma adjustments used therein are appropriate to give effect to the circumstances referred

to therein and the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements and

data. The other financial, statistical and market-related data with respect to the Company and the Subsidiaries contained or incorporated

by reference in the Commission Documents, if any, are based on or derived from sources that the

Company believes, after reasonable inquiry, to be reliable and accurate or represent the Company’s good faith estimates that are

made on the basis of data derived from such sources. There are no financial statements (historical or pro forma) that are required

to be included or incorporated by reference in the Commission Documents that are not included or incorporated by reference as required.

All disclosures contained or incorporated by reference in the Commission Documents, if any, regarding “non-GAAP financial measures”

(as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange

Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.

the Commission Documents, the Company maintains 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. Except as set forth in the Commission Documents, the Company is not aware of any material weaknesses in

its internal control over financial reporting. Except as set forth in the Commission Documents, since the date of the latest audited

financial statements of the Company included in the Commission Documents, there has been no change in the Company’s internal

control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s

internal control over financial reporting. Except as set forth in the Commission Documents, the Company has established disclosure

controls and procedures (as defined in Exchange Act Rules 13a-15 and 15d-15) that comply in all material respects with the

requirements of the Exchange Act. The Company’s certifying officers have evaluated the effectiveness of the Company’s

controls and procedures as of a date within 90 days prior to the filing date of the Form 10-K for the fiscal year most recently

ended (such date, the “Evaluation Date”). The Company presented in its Form 10-K for the fiscal year

most recently ended the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures

based on their evaluations as of the most recent Evaluation Date and, except as set forth in such Form 10-K or any Commission

Document filed with the Commission for a period subsequent to the period covered by such Form 10-K, the “disclosure controls

and procedures” are effective.

(d)

Weinberg & Company, P.A. (the “Accountant”), whose report on the consolidated financial statements

of the Company is filed with the Commission as part of the Company’s most recent Annual Report on Form 10-K and shall be filed with

the Commission as part of the Initial Registration Statement, are and, during the periods covered by their report, were independent public

accountants within the meaning of the Securities Act and the Public Company Accounting Oversight Board (United States). To the Company’s

Knowledge, the Accountant is not in violation of the auditor independence requirements of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley

Act”) with respect to the Company.

(e)

Since January 1, 2025, the Company has timely filed all certifications and statements the Company is required to file under (i) Rule

13a-14 or Rule 15d-14 under the Exchange Act or (ii) 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act) with respect

to all Commission Documents with respect to which the Company is required to file such certifications and statements thereunder.

Section 5.7. Subsidiaries.

Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K sets forth each Subsidiary of the Company as of the

Closing Date, other than those that may be omitted pursuant to Item 601 of Regulation S-K, and the Company does not have any other

Subsidiaries as of the Closing Date, other than those that may be omitted pursuant to Item 601 of Regulation S-K. Each Subsidiary of

the Company has been duly organized and is validly existing as a limited liability company, in good standing under the laws of its

jurisdiction of organization, has limited liability company power and authority to own, lease and operate its properties and to

conduct its business as currently being carried on and as described in the Commission Documents and is duly qualified to transact

business and is in good standing in, each jurisdiction in which such qualification is required, whether by reason of the ownership

of property or the conduct of business, except where the failure to so qualify or be in good standing would not have a Material

Adverse Effect; and all of the issued and outstanding equity interests of each Subsidiary have been duly authorized and validly

issued, are fully paid and nonassessable, and are owned by the Company, directly or through Subsidiaries, free and clear of any

security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding equity interests of any Subsidiary

of the Company were issued in violation of the preemptive or similar rights of any security holder of such Subsidiary. No Subsidiary

of the Company is currently prohibited, directly or indirectly, under any agreement or other instrument to which it is a party or is

subject, from paying any dividends to the Company, from making any other distribution on such Subsidiary’s equity securities

or similar ownerships interest, from repaying to the Company any loans or advances to such subsidiary from the Company or from

transferring any of such Subsidiary’s properties or assets to the Company or any other Subsidiary of the Company, except in

each case as disclosed in the Commission Documents.

Section 5.8.

No Material Adverse Effect or Material Change. Except as otherwise disclosed in any Commission Documents, since January

1, 2025: (i) neither the Company nor any of its Subsidiaries has incurred any material liabilities or obligations, direct or contingent,

or entered into any material transactions other than in the ordinary course of business; (ii) the Company has not declared or paid

any dividends or made any distribution of any kind with respect to its capital stock; (iii) there has not been any change in the

capital stock of the Company or any of its Subsidiaries (other than a change in the number of outstanding shares of Common Stock due to

the issuance of shares upon the exercise of outstanding options or warrants or the issuance of restricted stock awards or restricted stock

units under the Company’s existing equity incentive plans, or any new grants thereof in the ordinary course of business); (iv) there

has not been any material change in the Company’s long-term or short-term debt; and (v) there has not been the occurrence of

any Material Adverse Effect.

Section 5.9.

No Undisclosed Liabilities. There are no direct or contingent liabilities, obligations, transactions, arrangements or

other relationships between or among the Company, or any of its Affiliates and any unconsolidated entity, including any structural finance,

special purpose or limited purpose entity (including any off-balance sheet obligations) or any “variable interest entities”

as that term is used in Accounting Standards Codification Paragraph 810-10-25-20, that would reasonably be expected to affect materially

the Company’s liquidity or the availability of or requirements for its capital resources, required to be described in the Commission

Documents which have not been described as required.

Section 5.10.

No Material Defaults on Indebtedness. Except as set forth in the Commission Documents, neither

the Company nor any of its Subsidiaries is (i) in violation of its charter or bylaws or similar organizational documents

or (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the

due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, promissory note,

or loan agreement or other instrument relating to Indebtedness to which the Company is a party or by which the Company is bound or to

which any of the property or assets of the Company is subject, except, in the case of clause (ii) above, for any such default that

would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 5.11. Solvency.

The Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any Bankruptcy

Law, nor does the Company have any Knowledge that its creditors intend to initiate involuntary bankruptcy, insolvency,

reorganization or liquidation Proceedings or other Proceedings for relief under any Bankruptcy Law. Except as set forth in the

Commission Documents, (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).

Section 5.12.

Title to Real and Personal Property. The Company and its Subsidiaries have good

and valid title in fee simple to all items of real property and good and valid title to all personal property described in the Commission

Documents as being owned by them that are material to the businesses of the Company and its Subsidiaries, in each case, free and clear

of all liens, encumbrances and claims, except those that would reasonably be expected to not, individually or in the aggregate, have a

Material Adverse Effect. Any real property described in the Commission Documents as being leased by the Company or its Subsidiaries is

held by them under valid, existing and enforceable leases, except those that would not be reasonably be expected, individually or in the

aggregate, have a Material Adverse Effect.

Section 5.13. Litigation.

Except as disclosed in the Commission Documents, there is no Proceeding pending or, to the Company’s Knowledge, threatened against

the Company or any of its Subsidiaries that, if adversely decided or resolved, would, individually or in the aggregate, reasonably be

expected to have a Material Adverse Effect. Except as disclosed in the Commission Documents, neither the Company nor any Subsidiary,

nor any director or officer thereof, is or has been the subject of any Proceeding involving a claim of violation of or liability under

federal or state securities or “blue sky” Laws or a claim of breach of fiduciary duty, which would reasonably expected to

result in an Order having a Material Adverse Effect. Except as disclosed in the Commission Documents, 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, any of its

Subsidiaries or any current or former director or officer of the Company or any of its Subsidiaries, which would reasonably expected

to result in an Order having a Material Adverse Effect.

Section 5.14.

Compliance with Applicable Laws. Except as disclosed in the Commission Documents, the business of the Company and its

Subsidiaries has been and is presently being conducted in compliance with all applicable Laws, except for such non-compliance which, individually

or in the aggregate, would not have a Material Adverse Effect. Except as disclosed in the Commission Documents, neither the Company nor

any of its Subsidiaries is in violation of any Order applicable to the Company or any of its Subsidiaries, except in all cases for any

such violations which could not, individually or in the aggregate, have a Material Adverse Effect.

Section 5.15. Certain

Fees. Except as contemplated by the Transaction Documents (including in connection with the engagement of any Qualified

Independent Underwriter as contemplated by Section 6.15 hereof) or as disclosed in the Commission Documents, no brokerage or

finder’s fees or commissions are or will be payable by the Company or any of its Subsidiaries to any broker, financial advisor

or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the

Transaction Documents. Except for any fees and other compensation payable to any Qualified Independent Underwriter engaged to

participate in the transactions contemplated by the Transaction Documents pursuant to Section 6.15 hereof, none of the Investor, RCP

or any of their respective Affiliates shall have any 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 5.15 incurred by the Company or any of its Subsidiaries that

may be due or payable in connection with the transactions contemplated by the Transaction Documents.

Section 5.16.

Disclosure. The Company confirms that neither it nor any other Person acting on its behalf has provided the Investor

or any of its agents, advisors or counsel with any information that constitutes or could reasonably be expected to constitute material,

nonpublic information concerning the Company or any of its Subsidiaries that has not been publicly disclosed by the Company in a Commission

Document filed by the Company with the Commission, other than the existence of the transactions contemplated by the Transaction Documents.

The Company understands and confirms that the Investor will rely on the foregoing representations in effecting resales of Securities under

the Registration Statement. All disclosure provided to the Investor regarding the Company and its Subsidiaries, their businesses and the

transactions contemplated by the Transaction Documents (including, without limitation, the representations and warranties of the Company

contained in the Transaction Documents to which it is a party (as modified by the Disclosure Schedule)) furnished in writing by or on

behalf of the Company or any of its Subsidiaries for purposes of or in connection with the Transaction Documents, taken together, is true

and correct in all material respects on the date on which such information is dated or certified, 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 at such time.

Section 5.17.

Material Permits. Except as disclosed in the Commission Documents, each of the Company and its Subsidiaries has all

Permits that are required to own, lease or operate its properties and assets and to conduct its business as currently conducted, except

for such Permits that are not, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole (the “Material

Permits”). Except as disclosed in the Commission Documents or as would not, individually or in the aggregate, reasonably

be expected to have a Material Adverse Effect, (i) to the Company’s Knowledge, each Material Permit is in full force and effect

in accordance with its terms, (ii) no written notice of revocation, cancellation or termination of any Material Permit has been received

by the Company or any of its Subsidiaries and (iii) there are, and have been, no Proceedings pending or, to the Company’s Knowledge,

threatened relating to the suspension, revocation or material and adverse modification of any of such Material Permit. This Section 5.17

does not relate to environmental matters, such items being the subject of Section 5.18.

Section 5.18. Environmental

Matters. Except as disclosed in the Commission Documents, the business and operations of the Company and each of its

Subsidiaries has, since January 1, 2025, been and is being conducted in compliance with all applicable laws, ordinances, rules,

regulations, licenses, permits, approvals, plans, authorizations or requirements, and all applicable judicial or administrative

agency or regulatory Orders, relating to occupational safety and health (to the extent relating to exposure to Hazardous

Substances), or pollution, or protection of the environment (including, without limitation, those relating to emissions, discharges,

Releases or threatened Releases of Hazardous Substances into ambient air, surface water, groundwater or land, or relating to the

manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Substances) of any

Governmental Entity (“Environmental Laws”), except where the failure to be in such compliance would not,

individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and neither the Company nor any of its

Subsidiaries has received any written notice from any Governmental Entity or any third party alleging any violation thereof or

liability thereunder (including, without limitation, liability for costs of investigating or remediating sites containing Hazardous

Substances and/or damages to natural resources), except where such notice would not, individually or in the aggregate, reasonably be

expected to have a Material Adverse Effect. Except as disclosed in the Commission Documents, there has been no storage, generation,

transportation, use, handling, treatment, Release or threat of Release of Hazardous Substances by or caused by the Company or any of

its Subsidiaries, or, to the Knowledge of the Company, any other Person (including any predecessor of the Company for whose acts or

omissions the Company or any of its Subsidiaries is or could reasonably be expected to be liable) at, on, under or from any property

or facility now or previously owned, operated or leased by the Company or any of its Subsidiaries, or at, on, under or from any

other property or facility, in each case in violation of any Environmental Laws or in a manner or amount or to a location that would

reasonably be expected to result in any liability to the Company or its Subsidiaries under any Environmental Law, except for any

violation or liability which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse

Effect.

Section 5.19. Intellectual

Property Rights. Except as disclosed in the Commission Documents, the Company and each of its Subsidiaries owns or possesses

or has valid rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark

registrations, service mark registrations, copyrights, licenses, inventions, trade secrets and similar rights

(“Intellectual Property Rights”) necessary for the conduct of the business of the Company and its

Subsidiaries as currently carried on and as described in the Commission Documents. To the Knowledge of the Company, except as

disclosed in the Commission Documents, no action or use by the Company or any of its Subsidiaries necessary for the conduct of its

business as currently carried on and as described in the Commission Documents will involve or give rise to any infringement of, or

license or similar fees for, any Intellectual Property Rights of others that would, individually or in the aggregate, reasonably be

expected to have a Material Adverse Effect. Except as described in the Commission Documents, neither the Company nor any of its

Subsidiaries has received any written notice alleging any such infringement, fee or conflict with asserted Intellectual Property

Rights of others that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as

disclosed in the Commission Documents and except as would not reasonably be expected to result, individually or in the aggregate, in

a Material Adverse Effect: (A) to the Knowledge of the Company, there is no infringement, misappropriation or violation by third

parties of any of the Intellectual Property Rights owned by the Company; (B) there is no pending or, to the Knowledge of the

Company, threatened Proceeding or claim by others challenging the rights of the Company in or to any such Intellectual Property

Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim, that would, individually or

in the aggregate, together with any other claims in this Section 5.19, reasonably be expected to result in a Material Adverse

Effect; (C) the Intellectual Property Rights owned by the Company and, to the Knowledge of the Company, the Intellectual Property

Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in

part, and there is no pending or, to the Company’s Knowledge, threatened Proceeding or claim by others challenging the

validity or scope of any such Intellectual Property Rights that would, individually or in the aggregate, reasonably be expected to

have a Material Adverse Effect; (D) there is no pending or, to the Company’s Knowledge, threatened Proceeding or claim by

others that the Company infringes, misappropriates or otherwise violates any Intellectual Property Rights or other proprietary

rights of others, the Company has not received any written notice of such claim and the Company is unaware of any other facts which

would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in

this Section 5.19, reasonably be expected to result in a Material Adverse Effect; (E) to the Company’s Knowledge, no employee

of the Company is in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure

agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any

restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with

the Company, or actions undertaken by the employee while employed with the Company and could reasonably be expected to result,

individually or in the aggregate, in a Material Adverse Effect; (F) the Company obtains and retains invention assignment agreements

from each employee or contractor who is a material developer of the Company’s intellectual property or material technical

information; and (G) the Company takes commercially reasonable steps to ensure its proprietary technology does not rely on open

source code or libraries. To the Company’s Knowledge, except as disclosed in the Commission Documents, all material technical

information developed by and belonging to the Company which has not been patented has been kept confidential. The Company is not a

party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or

entity that are required to be set forth in the Commission Documents and are not described therein. The Commission Documents contain

in all material respects the same description of the matters set forth in the preceding sentence. Except as disclosed in the

Commission Documents, none of the technology employed by the Company has been obtained or is being used by the Company in violation

of any contractual obligation binding on the Company or, to the Company’s Knowledge, any of its officers, directors or

employees, or otherwise in violation of the rights of any persons that would, individually or in the aggregate, reasonably be

expected to have a Material Adverse Effect.

Section 5.20.

Material Contracts. Except as set forth in the Commission Documents, the descriptions

in the Commission Documents of the material Contracts therein described present fairly in all material respects the information required

to be shown, and there are no material Contracts of a character required to be described in the Commission Documents or to be filed as

exhibits thereto which are not described or filed as required; all material Contracts between the Company or any of its Subsidiaries

and third parties expressly referenced in the Commission Documents are legal, valid and binding obligations of the Company or one or more

of its Subsidiaries, enforceable in accordance with their respective terms, except to the extent enforceability may be limited by bankruptcy,

insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general equitable principles, and except where

the failure of any such Contract to be enforceable in accordance with its terms would not, individually or in the aggregate, reasonably

be expected to have a Material Adverse Effect.

Section 5.21. Transactions

With Affiliates. No relationship, direct or indirect, exists between or among any of the Company or any Affiliate of the Company,

on the one hand, and any director, officer, member, stockholder, customer or supplier of the Company or any Affiliate of the Company,

on the other hand, which is required by the Securities Act to be disclosed pursuant to the requirements of Item 404 of Regulation S-K

which has not been so disclosed. Except as disclosed in the Commission Documents, there are no outstanding loans, advances (except advances

for business expenses in the ordinary course of business) or guarantees of indebtedness by the Company or any Affiliate of the Company

to or for the benefit of any of the officers or directors of the Company or any Affiliate of the Company or any of their respective family

members.

Section 5.22.

Labor Relations. Except as disclosed in the Commission Documents, there is: (i) no unfair labor practice complaint

pending against the Company or any of its Subsidiaries, nor to the Company’s Knowledge, threatened against it or any of its Subsidiaries,

before the National Labor Relations Board, any state or local labor relation board or any foreign labor relations board, and no grievance

or arbitration proceeding arising out of or under any collective bargaining agreement is so pending against the Company or any of its

Subsidiaries, or, to the Company’s Knowledge, threatened against it or any of its Subsidiaries; and (ii) no labor disturbance

by the employees of the Company or any of its Subsidiaries exists or, to the Company’s Knowledge, is imminent, and the Company is

not aware of any existing or imminent labor disturbance by the employees of any of its or its Subsidiaries, principal suppliers, manufacturers,

customers or contractors. Except as disclosed in the Commission Documents, the Company is not aware that any key employee or significant

group of employees of the Company or any Subsidiary plans to terminate employment with the Company or any such Subsidiary.

Section 5.23.

Use of Proceeds. The proceeds from the sale of the Shares by the Company to Investor shall be used by the Company in

the manner as will be set forth in the Prospectus included in any Registration Statement (and any post-effective amendment thereto) and

any Prospectus Supplement thereto filed pursuant to the Registration Rights Agreement.

Section 5.24.

Investment Company Act Status. The Company is not, and as a result of the consummation of the transactions contemplated

by the Transaction Documents and the application of the proceeds from the sale of the Shares as will be set forth in the Prospectus included

in any Registration Statement (and any post-effective amendment thereto) and any Prospectus Supplement thereto filed pursuant to the Registration

Rights Agreement the Company will not be required to register as an “investment company” within the meaning of the Investment

Company Act of 1940, as amended.

Section 5.25. Tax

Matters. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect,

(i) each of the Company and its Subsidiaries has filed all federal, state, local and non-U.S. Tax Returns required by law to be

filed with a Taxing authority prior to the date hereof, subject to permitted extensions, and (ii) each of the Company and its

Subsidiaries has paid all Taxes, which are due and payable, shown on such filed Tax Returns or imposed on or assessed against the

Company or such respective Subsidiary, except for such Taxes, if any, which are being contested in good faith and as to which

adequate reserves have been established by the Company or such respective Subsidiaries. The accruals, reserves or provisions made by

the Company or its Subsidiaries for Taxes payable, if any, shown on the financial statements filed with or included in the

Commission Documents are sufficient for all accrued and unpaid Taxes, whether or not disputed, for all Tax periods prior to and

including the dates of such consolidated financial statements, except to the extent of any inadequacy that would not result in a

Material Adverse Effect. Except as disclosed in the Commission Documents, no material claims have been made against the Company or

any of its Subsidiaries (which are currently pending) by any Taxing authority in connection with Tax Returns or Taxes of the Company

or its Subsidiaries, and no waivers of statutes of limitation with respect to the assessment or payment of Taxes have been given by

or requested from the Company or its Subsidiaries that are currently in force.

Section 5.26.

Insurance. The Company and each of its Subsidiaries carries, or is covered by, insurance in such amounts and covering

such risks as is commercially reasonable for the conduct of its business and the value of its properties and as is customary for companies

engaged in similar businesses in similar industries, including, but not limited to, directors and officers insurance coverage. Except

as disclosed in the Commission Documents, the Company has no reason to believe that it or any of its Subsidiaries 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 at a cost that would not reasonably be expected, individually or in the aggregate, to have a Material

Adverse Effect.

Section 5.27.

Exemption from Registration. Subject to, and in reliance on, the representations, warranties and covenants made herein

by the Investor, the offer and sale of the Shares by the Company to the Investor in accordance with the terms and conditions of this Agreement

is exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) and Rule 506(b) of Regulation D; provided,

however, that at the request of and with the express agreement of the Investor (including, without limitation, the representations,

warranties and covenants of Investor set forth in Sections 4.10 through 4.13), the Shares to be issued from and after Commencement to

or for the benefit of the Investor pursuant to this Agreement shall be issued to the Investor or its designee only as DWAC Shares and

will not bear legends noting restrictions as to resale of such securities under federal or state securities or “blue sky”

Laws, nor will any such Shares be subject to stop transfer instructions.

Section 5.28.

No General Solicitation or Advertising. Neither the Company, nor any of its Subsidiaries or Affiliates, nor any Person

acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation

D) in connection with the offer or sale of the Shares.

Section 5.29. No

Integrated Offering. None of the Company or any of its Affiliates, nor any Person acting on their behalf has, directly or

indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would

require registration of the offer, issuance and sale by the Company to the Investor of any of the Shares under the Securities Act,

whether through integration with prior offerings or otherwise, or cause this offering of the Shares to require approval of

stockholders of the Company under any applicable stockholder approval provisions, including, without limitation, under the rules and

regulations of the Trading Market. None of the Company, its Subsidiaries, their Affiliates nor any Person acting on their behalf

will take any action or steps referred to in the preceding sentence that would require registration of the offer, issuance and sale

by the Company to the Investor of any of the Shares under the Securities Act or cause the offering of any of the Shares to be

integrated with any other offering of securities of the Company.

Section 5.30.

Dilutive Effect. The Company is aware and acknowledges that issuance of the Shares could cause dilution to existing

stockholders and could significantly increase the number of outstanding shares of Common Stock. The Company further acknowledges that

its obligation to issue the Shares pursuant to the terms of a Purchase Notice in accordance with this Agreement is, in each case, absolute

and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the

Company.

Section 5.31.

Manipulation of Price. Neither the Company nor any of its officers, directors or to the Knowledge of the Company, any

of its Affiliates has, and, to the Knowledge of the Company, no Person acting on their behalf has, (i) taken, directly or indirectly,

any action designed or intended to cause or to result in the stabilization or manipulation of the price of any security of the Company,

or which caused or resulted in, or which would in the future reasonably be expected to cause or result in, the stabilization or manipulation

of the price of any security of the Company, in each case to facilitate the sale or resale of any of the Shares, (ii) sold, bid for, purchased,

or paid any compensation for soliciting purchases of, any of the Shares, or (iii) paid or agreed to pay to any Person any compensation

for soliciting another to purchase any other securities of the Company. Neither the Company nor any of its officers, directors or Affiliates

will during the term of this Agreement, and, to the Knowledge of the Company, no Person acting on their behalf will during the term of

this Agreement, take any of the actions referred to in the immediately preceding sentence.

Section 5.32.

Securities Act. The Company has complied and shall comply with all applicable federal and state securities or “blue

sky” Laws in connection with the offer, issuance and sale of the Shares hereunder, including, without limitation, the applicable

requirements of the Securities Act. Each Registration Statement, upon filing with the Commission and at the time it is declared effective

by the Commission, shall satisfy all of the requirements of the Securities Act to register the resale of the Registrable Securities included

therein by the Investor in accordance with the Registration Rights Agreement on a delayed or continuous basis under Rule 415 under the

Securities Act at then-prevailing market prices, and not fixed prices. The Company is not currently, and has never been, an issuer identified

in, or subject to, paragraph (i)(1) of Rule 144.

Section 5.33. Listing

and Maintenance Requirements; DTC Eligibility. The Common Stock is registered pursuant to Section 12(b) of the Exchange Act,

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

registration of the Common Stock under the Exchange Act, nor has the Company received any notification that the Commission is

contemplating terminating such registration. Except as disclosed in the Commission Documents, the Company has not received written

notice from the Trading Market (or, if the Common Stock is then listed on an Eligible Market, from such Eligible Market) to the

effect that the Company is not in compliance with the listing or maintenance requirements of the Trading Market (or of such Eligible

Market, as applicable). Except as disclosed in the Commission Documents, the Company is in compliance with all applicable listing

and maintenance requirements of the Trading Market. The Common Stock may be issued and transferred electronically to third parties

via DTC through its Deposit/Withdrawal at Custodian (“DWAC”) delivery system. The Company has not received

written notice from DTC to the effect that a suspension of, or restriction on, accepting additional deposits of the Common Stock,

electronic trading or book-entry services by DTC with respect to the Common Stock is being imposed or is contemplated.

Section 5.34.

Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any,

in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights

agreement) or other similar anti-takeover provision under the Company’s Charter or the Delaware General Corporation Law, as amended,

that is or could become applicable to the Investor as a result of the Investor and the Company fulfilling their respective obligations

or exercising their respective rights under the Transaction Documents (as applicable), including, without limitation, as a result of the

Company’s issuance and sale of the Shares to the Investor pursuant to this Agreement and the Investor’s acquisition and ownership

of the Shares.

Section 5.35.

Foreign Corrupt Practices. Neither the Company or any of its Subsidiaries, nor, to the Knowledge of the Company, any

director, officer, employee, representative, agent, Affiliate of the Company or any of its Subsidiaries or any other Person acting on

behalf of the Company or any of its Subsidiaries, is aware of or has taken any action, directly or indirectly, that would result in a

violation by such Persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”),

including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance

of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization

of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political

party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the Company and, to the Knowledge

of the Company, its Affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and

procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

Section 5.36.

Office of Foreign Assets Control. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company,

any director, officer, employee, representative, agent or Affiliate of the Company or any of its Subsidiaries, or any other Person acting

on behalf of the Company or any of its Subsidiaries, is currently subject to or the target of any U.S. sanctions administered by the Office

of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly

use the proceeds of the offering of the Shares contemplated hereby, or lend, contribute or otherwise make available such proceeds to any

Person, for the purpose of financing the activities of any Person currently subject to any U.S. sanctions administered by OFAC.

Section 5.37. 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 recordkeeping and reporting requirements of the Currency and Foreign Transactions

Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any

related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the

“Money Laundering Laws”). No Proceeding by or before any Governmental Entity involving the Company or any

of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the Knowledge of the Company, threatened.

Section 5.38.

ERISA. To the Knowledge of the Company, no “prohibited transaction” (as defined in Section 406 of the

Employee Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations thereunder (“ERISA”),

or Section 4975 of the Internal Revenue Code of 1986, as amended from time to time (the “Code”)) or “accumulated

funding deficiency” (as defined in Section 302 of ERISA) or any of the events set forth in Section 4043(b) of ERISA (other

than events with respect to which the thirty (30)-day notice requirement under Section 4043 of ERISA has been waived) has occurred

or could reasonably be expected to occur with respect to any employee benefit plan of the Company or any of its Subsidiaries which would

reasonably be expected to, singularly or in the aggregate, have a Material Adverse Effect. Each employee benefit plan of the Company or

any of its Subsidiaries is in compliance with applicable Law, including ERISA and the Code, except as would not reasonably be expected

to have a Material Adverse Effect. The Company and its Subsidiaries have not incurred and would not reasonably be expected to incur liability

under Title IV of ERISA with respect to the termination of, or withdrawal from, any pension plan (as defined in ERISA).

Section 5.39.

IT Systems. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse

Effect, and otherwise disclosed in Section 5.39 of the Disclosure Schedule, (i) the IT Systems are operational and adequate and sufficient

for the current needs of the business of the Company; (ii) to the Knowledge of the Company, there have been no unauthorized intrusions

or breaches of the security, or material failures of the IT Systems currently used in the conduct of its business as it is currently conducted

during the two-year period preceding the date hereof; (iii) the Company, directly or through its service providers, has in place adequate

and commercially reasonable security controls and backup and disaster recovery plans and procedures; and (iv) to the Knowledge of the

Company, there have been no unauthorized intrusions or breaches of the IT Systems since January 1, 2025, that, pursuant to any legal requirement,

would require the Company to provide notice of such breach or intrusion.

Section 5.40.

Compliance with Data Security Requirements. To the Knowledge of the Company, in connection with its collection, storage,

transfer (including any transfer across national borders) and/or use of any information or Confidential Data, the Company is and has been

in compliance in all material respects with all Privacy and Security Requirements. The Company has commercially reasonable physical, technical,

organizational and administrative security measures and policies in place to protect the confidentiality, integrity and availability of

all systems, information and Confidential Data maintained and collected by the Company or on its behalf. Except as set forth in the Commission

Documents, the Company has not experienced any security incident that has compromised the integrity or availability of the Company’s

network, systems, data or information. The Company is and has been, to the Company’s Knowledge, in compliance in all material respects

with all Privacy and Security Requirements relating to data loss, theft and breach of security notification obligations. The Company has

not received or provided any written notice of any claims, actions, investigations, inquiries or alleged violations of Privacy and Security

Requirements or any other security incidents.

Section 5.41. U.S.

Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any

of the Shares are held by the Investor, shall become a U.S. real property holding corporation within the meaning of Section 897 of

the Code.

Section 5.42.

Margin Rules. Neither the issuance, sale and delivery of the Shares nor the application of the proceeds thereof by the

Company as described in the Commission Documents will violate Regulation T, U or X of the Board of Governors of the Federal Reserve System

or any other regulation of such Board of Governors.

Section 5.43. [Reserved].

Section 5.44. Smaller

Reporting Company Status. As of the Closing Date the Company was, and as of the Commencement Date the Company will be, a

“smaller reporting company” as defined in Rule 12b-2 of the Exchange Act.

Section 5.45.

No Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive

officer, other officer of the Company participating in the offering contemplated hereby, any beneficial owner of 20% or more of the Company's

outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under

the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person”)

is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a

“Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under the

Securities Act. The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification

Event.

Section 5.46. [Reserved].

Section 5.47. Broker/Dealer

Relationships; FINRA Information. Neither the Company nor any of the Subsidiaries (i) is required to register as a

“broker” or “dealer” in accordance with the provisions of the Exchange Act or (ii) directly or indirectly

through one or more intermediaries, controls or is a “person associated with a member” or “associated person of a

member” (within the meaning set forth in the FINRA Manual). All of the information provided to the Investor, RCP or to their

counsel, specifically for use by RCP in connection with the FINRA Filing (and related disclosure) with FINRA, by the Company, its

counsel, and its officers and directors in connection with the transactions contemplated by the Transaction Documents is true,

correct and complete in all material respects.

Section 5.48. Acknowledgement

Regarding Relationship with Investor and RCP. The Company acknowledges and agrees, to the fullest extent permitted by

Law, that the Investor is acting solely in the capacity of an arm’s-length purchaser with respect to this Agreement, the

Registration Rights Agreement and the transactions contemplated by the Transaction Documents, and RCP is acting as a representative

of the Investor in connection with the transactions contemplated by the Transaction Documents, and of no other party, including the

Company. The Company further acknowledges that while the Investor will be deemed to be a statutory “underwriter” with

respect to certain of the transactions contemplated by the Transaction Documents in accordance with interpretive positions of the

Staff of the Commission, the Investor is a “trader” that is not required to register with the Commission as a

broker-dealer under Section 15(a) of the Exchange Act. The Company further acknowledges that the Investor and its representatives

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

Registration Rights Agreement and the transactions contemplated by the Transaction Documents, and any advice given by the Investor

or any of its representatives (including RCP) or agents in connection therewith is merely incidental to the Investor’s

acquisition of the Shares. The Company understands and acknowledges that employees of RCP may discuss market color, Purchase Notice

timing and parameter considerations and other related capital markets considerations with the Company in connection with the

Transaction Documents and the transactions contemplated thereby, in all cases on behalf of the Investor. The Company acknowledges

and agrees that the Investor has not made and does not make any representations or warranties with respect to the transactions

contemplated by the Transaction Documents other than those specifically set forth in Article IV.

Section 5.49.

Acknowledgement Regarding Investor’s Affiliate Relationships. Affiliates of the Investor, including RCP, engage

in a wide range of activities for their own accounts and the accounts of customers, including corporate finance, mergers and acquisitions,

merchant banking, equity and fixed income sales, trading and research, derivatives, foreign exchange, futures, asset management, custody,

clearance and securities lending. In the course of their respective business, Affiliates of the Investor may, directly or indirectly,

hold long or short positions, trade and otherwise conduct such activities in or with respect to debt or equity securities or bank debt

of, or derivative products relating to, the Company. Any such position will be created, and maintained, independently of the position

the Investor takes in the Company. In addition, at any given time Affiliates of the Investor, including RCP, may have been or in the future

may be engaged by one or more entities that may be competitors with, or otherwise adverse to, the Company in matters unrelated to the

transactions contemplated by the Transaction Documents, and Affiliates of the Investor, including RCP may have or may in the future provide

investment banking or other services to the Company in matters unrelated to the transactions contemplated by the Transaction Documents.

Activities of any of the Investor’s Affiliates performed on behalf of the Company may give rise to actual or apparent conflicts

of interest given the Investor’s potentially competing interests with those of the Company. The Company expressly acknowledges the

benefits it receives from the Investor’s participation in the transactions contemplated by the Transaction Documents, on the one

hand, and the Investor’s Affiliates’ activities, if any, on behalf of the Company unrelated to the transactions contemplated

by the Transaction Documents, on the other hand, and understands the conflict or potential conflict of interest that may arise in this

regard, and has consulted with such independent advisors as it deems appropriate in order to understand and assess the risks associated

with these potential conflicts of interest. Consistent with applicable legal and regulatory requirements, applicable Affiliates of the

Investor have adopted policies and procedures to establish and maintain the independence of their research departments and personnel from

their investment banking groups and the Investor. As a result, research analysts employed by Affiliates of the Investor may hold views,

make statements or investment recommendations or publish research reports with respect to the Company or the transactions contemplated

by the Transaction Documents that differ from the views of the Investor.

Article

ADDITIONAL COVENANTS

The Company covenants with

the Investor, and the Investor covenants with the Company, as follows, which covenants of one party are for the benefit of the other party,

during the Investment Period (and with respect to the Company, for the period following the termination of this Agreement specified in

Section 8.3 pursuant to and in accordance with Section 8.3):

Section 6.1.

Securities Compliance. The Company shall notify the Commission and the Trading Market (or, if applicable, other Eligible

Market), if and as applicable, in accordance with their respective rules and regulations, of the transactions contemplated by the Transaction

Documents, and shall take all necessary action, undertake all proceedings and obtain all registrations, permits, consents and approvals

for the legal and valid issuance of the Shares to the Investor in accordance with the terms of the Transaction Documents, as applicable.

Section 6.2.

Reservation of Common Stock. The Company has available and the Company shall reserve and keep available at all times,

free of preemptive and other similar rights of stockholders, the requisite aggregate number of authorized but unissued shares of Common

Stock to enable the Company to timely effect the issuance, sale and delivery of all Shares to be issued, sold and delivered in respect

of each Purchase effected under this Agreement, at least prior to the delivery by the Company to the Investor of the applicable Purchase

Notice in connection with such Purchase. Without limiting the generality of the foregoing, as of the date of this Agreement the Company

has reserved, and as of the Commencement Date shall have continued to reserve, out of its authorized and unissued Common Stock, 31,750,000

shares of Common Stock solely for the purpose of issuing Shares pursuant to one or more Purchases that may be effected by the Company,

in its sole discretion, from time to time from and after the Commencement Date under this Agreement. The number of shares of Common Stock

so reserved for the purpose of effecting issuances of Shares pursuant to Purchases under this Agreement (as applicable) may be increased

from time to time by the Company from and after the Commencement Date, and such number of reserved shares may be reduced from and after

the Commencement Date only by the number of Shares actually issued, sold and delivered to the Investor pursuant to any Purchase effected

from and after the Commencement Date pursuant to this Agreement.

Section 6.3. Registration

and Listing. The Company shall use its commercially reasonable efforts to cause the Common Stock to continue to be

registered as a class of securities under Section 12(b) of the Exchange Act, and to comply with its reporting and filing obligations

under the Exchange Act, and shall not take any action or file any document (whether or not permitted by the Securities Act or the

Exchange Act) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under the

Exchange Act or Securities Act, except as permitted herein. The Company shall use its commercially reasonable efforts to continue

the listing and trading of its Common Stock and the listing of the Shares purchased or acquired by the Investor hereunder on the

Trading Market (or another Eligible Market) and to comply with the Company’s reporting, filing and other obligations under the

rules and regulations of the Trading Market (or other Eligible Market, as applicable). The Company shall not take any action which

could be reasonably expected to result in the delisting or suspension of the Common Stock on the Trading Market (or other Eligible

Market, as applicable). If the Company receives any final and non-appealable notice that the listing or quotation of the Common

Stock on the Trading Market (or other Eligible Market, as applicable) shall be terminated on a date certain, the Company shall

promptly (and in any case within 24 hours) notify the Investor of such fact in writing and shall use its commercially reasonable

efforts to cause the Common Stock to be listed or quoted on another Eligible Market.

Section 6.4.

Compliance with Laws.

(i)

During the Investment Period, the Company shall comply, and cause each of its Subsidiaries to comply, with (a) all Laws and Orders

applicable to the business and operations of the Company and its Subsidiaries, except as would not reasonably be expected to have a Material

Adverse Effect and (b) with applicable provisions of the Securities Act, the Exchange Act, including Regulation M thereunder, applicable

state securities or “blue sky” Laws, and applicable listing rules of the Trading Market (or, if the Common Stock is listed

for trading on any Eligible Market, applicable listing rules of such Eligible Market), in connection with the transactions contemplated

by this Agreement and the Registration Rights Agreement, except as would not, individually or in the aggregate, prohibit or otherwise

interfere with the ability of the Company to enter into and perform its obligations under this Agreement in any material respect or for

Investor to conduct resales of Shares under the Registration Statement and the Prospectus contained therein in any material respect. Without

limiting the foregoing, neither the Company nor any of its Subsidiaries, nor to the Knowledge of the Company, any of its or their respective

directors, officers, agents, employees or any other Persons acting on their behalf shall, in connection with the operation of the Company’s

and its Subsidiaries’ respective businesses, (1) use any corporate funds for unlawful contributions, payments, gifts or entertainment

or to make any unlawful expenditures relating to political activity to government officials, candidates or members of political parties

or organizations, (2) pay, accept or receive any unlawful contributions, payments, expenditures or gifts, or (3) violate or operate in

noncompliance with any export restrictions, anti-boycott regulations, embargo regulations or other applicable Laws, including, without

limitation, the FCPA, OFAC and Money Laundering Laws.

(ii) The Investor shall comply

with all Laws and Orders applicable to the performance by it of its obligations under this Agreement and its investment in the Shares,

except as would not, individually or in the aggregate, prohibit or otherwise interfere with the ability of the Investor to enter into

and perform its obligations under this Agreement in any material respect. Without limiting the foregoing, the Investor shall comply with

all applicable provisions of the Securities Act and the Exchange Act, including Regulation M thereunder, the rules and regulations of

FINRA, and all applicable state securities or “blue sky” Laws.

Section 6.5.

Keeping of Records and Books of Account; Due Diligence.

(i)

The Investor and the Company shall each maintain records showing the remaining Total Commitment, the remaining Aggregate Limit,

the Purchase Date and Market Open Purchase Share Amount for each Market Open Purchase, the Purchase Date and Intraday Purchase Share Amount

for each Intraday Purchase, the Purchase Date and Pre-Market Purchase Share Amount for each Pre-Market Purchase, and the Purchase Date

and Post-Market Purchase Share Amount for each Post-Market Purchase.

(ii) Subject to the

requirements of Section 6.12, from time to time from and after the Closing Date, the Company shall make available for inspection and

review by the Investor during normal business hours and after reasonable notice, customary documentation reasonably requested by the

Investor and/or its appointed counsel or advisors to conduct due diligence; provided, however, that after the Closing

Date, the Investor’s continued due diligence shall not be a condition precedent to the Commencement or to the Investor’s

obligation to accept each Purchase Notice timely delivered by the Company to the Investor in accordance with this Agreement.

Section 6.6.

No Frustration; No Variable Rate Transactions.

(i)

No Frustration. The Company shall not enter into, announce or recommend to its stockholders any agreement, plan,

arrangement or transaction in or of which the terms thereof would restrict, materially delay, conflict with or impair the ability or right

of the Company to perform its obligations under the Transaction Documents to which it is a party, including, without limitation, the obligation

of the Company to (i) pay or cause to be paid to the Investor the Commitment Fee, pursuant to, at such time(s) and in such manner as set

forth in Section 10.1(ii) of this Agreement, and (ii) deliver the Shares to the Investor in respect of each Purchase effected by the Company

pursuant to this Agreement, in each case not later than the applicable Purchase Share Delivery Date with respect to such Purchase in accordance

with Section 3.4. For the avoidance of doubt, nothing in this Section 6.6(i) shall in any way limit the Company’s right to terminate

this Agreement in accordance with Section 8.2 (subject in all cases to Section 8.3).

(ii) No Variable Rate

Transactions. The Company shall not effect or enter into an agreement to effect any issuance by the Company or any of its Subsidiaries

of Common Stock or Common Stock Equivalents (or a combination of units thereof) involving a Variable Rate Transaction, other than in

connection with an Exempt Issuance. The Investor shall be entitled to seek injunctive relief against the Company and its Subsidiaries

to preclude any such issuance, which remedy shall be in addition to any right to collect damages, without the necessity of showing economic

loss and without any bond or other security being required. For the avoidance of doubt, subject only to the restrictions expressly set

forth in this Section 6.6(ii) with respect to Variable Rate Transactions, the Company shall remain free to raise equity capital or debt

financing from other sources in its sole discretion, and nothing in this Agreement shall be construed as granting to the Investor any

right of first refusal, participation right, or other financing blocking right with respect to any financing or capital-raising transaction

by the Company that is not a Variable Rate Transaction.

(iii) No Sales Prior

to Effective Date. The Company will not, without the prior written consent of the Investor, from the date of this Agreement

and continuing to the Effective Date, (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or

contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer

or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable

for Common Stock or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic

consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled

by delivery of Common Stock or such other securities, in cash or otherwise, except (A) the issuance by the Company of shares of

Common Stock upon the exercise of any stock options or warrants, or upon the conversion, or in payment of dividends or interest on,

any shares of preferred stock or convertible notes of the Company, outstanding as of the date hereof and disclosed in the Commission

Documents; (B) the issuance by the Company of shares of Common Stock pursuant to the ATM Program; (C) the issuance by the Company of

shares of Common Stock or securities convertible into shares of Common Stock pursuant to the Company’s equity incentive plans

in effect on the date hereof and described in the Commission Documents; (D) the filing of a registration statement on Form S-8 with

respect to the Company’s equity incentive plans in effect on the date hereof and described in the Commission Documents; or (E)

the sale or issuance of or entry into an agreement providing for the issuance of shares of Common Stock, or any security convertible

into or exercisable for shares of Common Stock, in connection with the acquisition by the Company of the securities, business or

assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such

acquisition, or in connection with joint ventures, commercial relationships or other strategic transactions; provided, that the

aggregate number of shares of Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (E)

shall not exceed 5% of the total number of shares of Common Stock issued and outstanding as of the date hereof.

Section 6.7.

Corporate Existence. The Company shall take all steps necessary to preserve and continue the corporate existence of

the Company; provided, however, that, except as provided in Section 6.8, nothing in this Agreement shall be deemed to prohibit

the Company from engaging in any Fundamental Transaction with another Person. For the avoidance of doubt, nothing in this Section 6.7

shall in any way limit the Company’s right to terminate this Agreement in accordance with Section 8.2 (subject in all cases to Section

8.3).

Section 6.8.

Fundamental Transaction. If a Purchase Notice has been delivered to the Investor and the transactions contemplated therein

have not yet been fully settled in accordance with Section 3.4 of this Agreement, the Company shall not effect any Fundamental Transaction

until the expiration of five (5) Trading Days following the date of full settlement thereof and the issuance to the Investor of all of

the Shares that are issuable to the Investor pursuant to the Purchase to which such Purchase Notice relates.

Section 6.9.

Selling Restrictions.

(i) Except as expressly

set forth below, the Investor covenants that from and after the Closing Date through and including the Trading Day next following

the expiration or termination of this Agreement as provided in Article VIII (the “Restricted Period”),

none of the Investor, any of its officers, or any entity managed or controlled by the Investor (collectively, the

“Restricted Persons” and each of the foregoing is referred to herein as a “Restricted

Person”) shall, directly or indirectly, for the principal account of the Investor or any such entity managed or

controlled by the Investor, (i) engage in any Short Sales of the Common Stock or (ii) hedging transaction, which establishes a net

short position with respect to the Common Stock. Notwithstanding the foregoing, it is expressly understood and agreed that nothing

contained herein shall (without implication that the contrary would otherwise be true) prohibit any Restricted Person during

the Restricted Period from: (1) selling “long” (as defined under Rule 200 promulgated under Regulation SHO) the Shares;

or (2) selling a number of shares of Common Stock equal to the number of Shares that the Investor is unconditionally

obligated to purchase under any pending Purchase Notice for any Purchase, but has not yet received from the Company or its

transfer agent pursuant to this Agreement, so long as (X) the Investor (or its Broker-Dealer, as applicable) delivers the Shares

purchased pursuant to such pending Purchase Notice to the purchaser thereof promptly upon the Investor’s receipt of such

Shares from the Company in accordance with Section 3.4 of this Agreement and (Y) neither the Company or its transfer agent shall

have failed for any reason to deliver such Shares to the Investor or its Broker-Dealer so that such Shares are timely received by

the Investor as DWAC Shares on the applicable Purchase Share Delivery Date for such pending Purchase in accordance with Section 3.4

of this Agreement.

(ii)

In addition to the foregoing, in connection with any sale of Shares (including any sale permitted by paragraph (i) above), the

Investor shall comply in all respects with all applicable Laws and Orders, including, without limitation, the requirements of the Securities

Act and the Exchange Act.

Section 6.10.

Effective Registration Statement. During the Investment Period, the Company shall use its commercially reasonable efforts

to maintain the continuous effectiveness of the Initial Registration Statement and each New Registration Statement filed with the Commission

under the Securities Act for the applicable Registration Period pursuant to and in accordance with the Registration Rights Agreement.

Section 6.11.

Blue Sky. The Company shall take such action, if any, as is necessary by the Company in order to obtain an exemption

for or to qualify the Shares for sale by the Company to the Investor pursuant to the Transaction Documents, and at the request of the

Investor, the subsequent resale of Registrable Securities by the Investor, in each case, under applicable state securities or “blue

sky” Laws and shall provide evidence of any such action so taken to the Investor from time to time following the Closing Date; provided,

however, that the Company shall not be required in connection therewith or as a condition thereto to (x) qualify to do business

in any jurisdiction where it would not otherwise be required to qualify but for this Section 6.11, (y) subject itself to general taxation

in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction.

Section 6.12. Non-Public

Information. Neither the Company or any of its Subsidiaries, nor any of their respective directors, officers, employees or

agents shall disclose any material non-public information about the Company to the Investor, unless a simultaneous public

announcement thereof is made by the Company in the manner contemplated by Regulation FD. In the event of a breach of the foregoing

covenant by the Company or any of its Subsidiaries, or any of their respective directors, officers, employees and agents (as

determined in the reasonable good faith judgment of the Investor), (i) the Investor shall promptly provide written notice of such

breach to the Company and (ii) after such notice has been provided to the Company and, provided that the Company shall have failed

to publicly disclose such material, non-public information within 24 hours following demand therefor by the Investor or the Company

shall have failed to demonstrate to the Investor in writing within 24 hours that such information does not constitute material,

non-public information, in addition to any other remedy provided herein or in the other Transaction Documents, the Investor shall

have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material,

non-public information without the prior approval by the Company, any of its Subsidiaries, or any of their respective directors,

officers, employees or agents. The Investor shall not have any liability to the Company, any of its Subsidiaries, or any of their

respective directors, officers, employees, stockholders or agents, for any such disclosure.

Section 6.13.

Broker-Dealer. The Investor shall use RCP, a registered broker-dealer, FINRA member, and an Affiliate of the Investor

(or another registered broker-dealer/FINRA member) to effectuate all sales, if any, of the Shares that it may purchase or otherwise acquire

from the Company pursuant to the Transaction Documents, as applicable (collectively, the “Broker-Dealer”). The

Investor shall, from time to time, provide the Company and the Company’s transfer agent with all information regarding the Broker-Dealer

reasonably requested by the Company. The Investor shall be solely responsible for all fees and commissions of the Broker-Dealer (if any),

which shall not exceed customary brokerage fees and commissions and shall be responsible for designating only a DTC participant eligible

to receive DWAC Shares.

Section 6.14.

FINRA Filing. The Company shall assist the Investor and RCP with RCP’s preparation and filing with FINRA’s

Corporate Financing Department via the Public Offering System of all documents and information required to be filed with FINRA pursuant

to FINRA Rule 5110 with regard to the transactions contemplated by this Agreement (the “FINRA Filing”). In connection

therewith, on or prior to the date the FINRA Filing is first made by RCP with FINRA, the Company shall pay to FINRA by wire transfer of

immediately available funds the applicable filing fee with respect to the FINRA Filing, and the Company shall be solely responsible for

payment of such fee. The parties hereby agree to provide each other and RCP all requisite information and otherwise to assist each

other and RCP in a timely fashion in order for RCP to complete the preparation and submission of the FINRA Filing in accordance with this

Section 6.14 and to assist RCP in promptly responding to any inquiries or requests from FINRA or its staff. Each party hereto shall (a)

promptly notify the other party and RCP of any communication to that party or its Affiliates from FINRA, including, without limitation,

any request from FINRA or its staff for amendments or supplements to or additional information in respect of the FINRA Filing and permit

the other party and RCP to review in advance any proposed written communication to FINRA and (b) furnish the other party and RCP with

copies of all written correspondence, filings and communications between them and their affiliates and their respective representatives

and advisors, on the one hand, and FINRA or members of its staff, on the other hand, with respect to this Agreement, the Registration

Rights Agreement or the transactions contemplated by the Transaction Documents. Each of the parties hereto agrees to use its commercially

reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other

party and RCP in doing, all things necessary, proper or advisable in order for RCP to obtain as promptly as practicable written confirmation

from FINRA to the effect that FINRA's Corporate Financing Department has determined not to raise any objection with respect to the fairness

and reasonableness of the terms of the transactions contemplated by the Transaction Documents. Notwithstanding anything to the contrary

contained in this Agreement, the Commencement Date shall not occur, unless and until RCP shall have received written confirmation from

FINRA to the effect that FINRA's Corporate Financing Department has determined not to raise any objection with respect to the fairness

and reasonableness of the terms of the transactions contemplated by this Agreement.

Section 6.15. QIU.

If the Investor or any of its Affiliates, including RCP, reasonably determines that a Qualified Independent Underwriter is required

to participate in the transactions contemplated by the Transaction Documents in order for such transactions to be in full compliance

with the rules and regulations of FINRA, including, without limitation, FINRA Rule 5121, each of the parties hereto shall have

executed such documentation as may reasonably be required to engage a Qualified Independent Underwriter to participate in the

transactions contemplated by the Transaction Documents in accordance with the rules and regulations of FINRA, including, without

limitation, FINRA Rule 5121 (including an engagement agreement setting for the terms of such engagement of such Qualified

Independent Underwriter, including the amount of compensation to be paid to such Qualified Independent Underwriter).

Section 6.16.

Disclosure Schedule.

(i)

The Company may, from time to time, update the Disclosure Schedule as may be required to satisfy the conditions set forth in Section

7.2(i) and Section 7.3(i) (to the extent such condition set forth in Section 7.3(i) relates to the condition in Section 7.2(i) as of a

specific Purchase Condition Satisfaction Time). For purposes of this Section 6.16, any disclosure made in a schedule to the Compliance

Certificate shall be deemed to be an update of the Disclosure Schedule. Notwithstanding anything in this Agreement to the contrary, no

update to the Disclosure Schedule pursuant to this Section 6.16 shall cure any breach of a representation or warranty of the Company contained

in this Agreement and made prior to the update and shall not affect any of the Investor’s rights or remedies with respect thereto.

(ii)

Notwithstanding anything to the contrary contained in the Disclosure Schedule or in this Agreement, the information and disclosure

contained in any Schedule of the Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in any other Schedule

of the Disclosure Schedule as though fully set forth in such Schedule for which applicability of such information and disclosure is readily

apparent on its face. The fact that any item of information is disclosed in the Disclosure Schedule shall not be construed to mean that

such information is required to be disclosed by this Agreement. Except as expressly set forth in this Agreement, such information and

the thresholds (whether based on quantity, qualitative characterization, dollar amounts or otherwise) set forth herein shall not be used

as a basis for interpreting the terms “material” or “Material Adverse Effect” or other similar terms in this Agreement.

Section 6.17. Delivery

of Compliance Certificates, Bring-Down Negative Assurance Letters and Bring-Down Comfort Letters Upon Occurrence of Certain

Events. Within three (3) Trading Days immediately following: (i) each date on which the Company files with the Commission

(A) an annual report on Form 10-K under the Exchange Act, (B) a Form 10-K/A containing amended (or restated) financial information

or a material amendment to a previously filed annual report on Form 10-K, (C) a quarterly report on Form 10-Q under the Exchange

Act, or (D) a current report on Form 8-K containing amended (or restated) financial information (other than information

“furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K

relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial

Accounting Standards No. 144) under the Exchange Act; and (ii) the effective date of (A) each post-effective amendment to the

Initial Registration Statement, (B) each New Registration Statement and (C) each post-effective amendment to each New Registration

Statement, and in any case, not more than once per calendar quarter (each, a “Representation Date”), the

Company shall (I) deliver to the Investor a Compliance Certificate, dated the date of delivery to the Investor, (II) cause to be

furnished to the Investor an opinion and negative assurance letter “bring-down” from outside counsel to the Company,

dated the date of delivery to the Investor, substantially in the form mutually agreed to by the Company and the Investor prior to

the date of this Agreement, modified, as necessary, to relate to a New Registration Statement or a post-effective amendment to the

Initial Registration Statement or a New Registration Statement, and the Prospectus contained in a Registration Statement or

post-effective amendment as then amended or supplemented by any Prospectus Supplement thereto as of the date of such letter, as

applicable (each, a “Bring-Down Negative Assurance Letter”) and (III) other than with respect to a

Representation Date pursuant to clause (i)(C) above, cause to be furnished to the Investor a customary “comfort letter”

provided by the Accountant, or a successor independent registered public accounting firm for the Company (as applicable), dated the

date of delivery to the Investor, substantially in the form, scope and substance as the information contained in the Initial Comfort

Letter (to the extent such information is then applicable), stating, as of such date, the conclusions and findings of such firm with

respect to the financial information and other matters covered by the Initial Comfort Letter (to the extent such financial

information or other matters are then applicable), modified, as necessary, to address such new, amended or restated financial

information contained in any of the Commission Documents referred to in clause (i) above or to relate to a New Registration

Statement or a post-effective amendment to the Initial Registration Statement or a New Registration Statement, or the Prospectus

contained in a Registration Statement or post-effective amendment as then amended or supplemented by any Prospectus Supplement

thereto as of the date of such letter, as applicable (each, a “Bring-Down Comfort Letter”). The

requirement to provide the documents identified in the previous sentence shall be tolled with respect to any Representation Date, if

(A) the Company has given written notice to the Investor (with a copy to its counsel) in accordance with Section 10.4, not later

than one (1) Trading Day prior to the applicable Representation Date, of the Company’s decision to suspend delivery of

Purchase Notices for future Purchases (each, a “Future Purchase Suspension”) (it being hereby acknowledged

and agreed that no Future Purchase Suspension shall limit, alter, modify, change or otherwise affect any of the Company’s or

the Investor’s rights or obligations under the Transaction Documents with respect to any pending Purchase that has not been

fully settled in accordance with the terms and conditions of this Agreement, and that the parties shall fully perform their

respective obligations with respect to any such pending Purchase under the Transaction Documents), and (B) such Representation Date

does not occur during the period beginning on the Trading Day immediately preceding the Purchase Date for a Purchase and ending on

the third (3rd) Trading Day following the date of full settlement thereof and the issuance to the Investor of all of the

Shares that are issuable to the Investor pursuant to such Purchase, which tolling shall continue until the earlier to occur of (1)

the Trading Day immediately preceding the Purchase Date for such Purchase, which for such calendar quarter shall be considered a

Representation Date, and (2) the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently

decides to deliver a Purchase Notice following a Representation Date when a Future Purchase Suspension was in effect and did not

provide the Investor with the documents identified in clauses (I), (II) and (III) of the first sentence of this Section 6.17, then

prior to the Company’s delivery to the Investor of such Purchase Notice on a Purchase Date, the Company shall provide the

Investor with the documents identified in clauses (I), (II) and (III) of the first sentence of this Section 6.17, dated as of the

applicable Purchase Date.

Article

VII

CONDITIONS TO CLOSING, COMMENCEMENT AND PURCHASES

Section 7.1.

Conditions Precedent to Closing. The Closing is subject to the satisfaction of each of the conditions set forth in this

Section 7.1 on the Closing Date.

(i) Accuracy of the Investor’s

Representations and Warranties. The representations and warranties of the Investor contained in this Agreement (a) that are not

qualified by “materiality” shall be true and correct in all material respects as of the Closing Date, except to the extent

such representations and warranties are as of another date, in which case, such representations and warranties shall be true and correct

in all material respects as of such other date and (b) that are qualified by “materiality” shall be true and correct

as of the Closing Date, except to the extent such representations and warranties are as of another date, in which case, such representations

and warranties shall be true and correct as of such other date.

(ii) Accuracy of the

Company’s Representations and Warranties. The representations and warranties of the Company contained in this

Agreement (a) that are not qualified by “materiality” or “Material Adverse Effect” shall be true and correct

in all material respects as of the Closing Date, except to the extent such representations and warranties are as of another date, in

which case, such representations and warranties shall be true and correct in all material respects as of such other date and

(b) that are qualified by “materiality” or “Material Adverse Effect” shall be true and correct as of

the Closing Date, except to the extent such representations and warranties are as of another date, in which case, such

representations and warranties shall be true and correct as of such other date.

(iii) Payment of

Initial Investor Legal Fee Expense Reimbursement. On or prior to the Closing Date, the Company shall have paid by wire

transfer of immediately available funds to an account designated by the Investor (or the Investor’s counsel, as applicable) on

or prior to the date hereof, the Initial Investor Legal Fee Expense Reimbursement in accordance with Section 10.1(i), all of which

Initial Investor Legal Fee Expense Reimbursement shall be fully earned by the Investor and shall be non-refundable as of the Closing

Date, in each case, regardless of whether the Commencement occurs or whether any Purchases are made or settled hereunder or any

subsequent termination of this Agreement.

(iv) Closing

Deliverables. At the Closing, counterpart signature pages of this Agreement and the Registration Rights Agreement executed

by each of the parties hereto shall be delivered as provided in Section 2.2. Simultaneously with the execution and delivery of this

Agreement and the Registration Rights Agreement, the Investor’s counsel shall have received the closing certificate from the

Company, dated the Closing Date, in the form of Exhibit B hereto.

Section 7.2. Conditions

Precedent to Commencement. The right of the Company to commence delivering Purchase Notices under this Agreement, and the

obligation of the Investor to accept Purchase Notices timely delivered to the Investor by the Company under this Agreement, are

subject to the initial satisfaction, at Commencement, of each of the conditions set forth in this Section 7.2.

(i)

Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company

contained in this Agreement (a) that are not qualified by “materiality” or “Material Adverse Effect” shall have

been true and correct in all material respects when made and shall be true and correct in all material respects as of the Commencement

Date with the same force and effect as if made on such date, except to the extent such representations and warranties are as of another

date, in which case, such representations and warranties shall be true and correct in all material respects as of such other date and

(b) that are qualified by “materiality” or “Material Adverse Effect” shall have been true and correct when

made and shall be true and correct as of the Commencement Date with the same force and effect as if made on such date, except to the extent

such representations and warranties are as of another date, in which case, such representations and warranties shall be true and correct

as of such other date.

(ii) Performance of

the Company. The Company shall have performed, satisfied and complied in all material respects with all covenants,

agreements and conditions required by this Agreement and the Registration Rights Agreement to be performed, satisfied or complied

with by the Company at or prior to the Commencement. The Company shall deliver to the Investor on the Commencement Date the

compliance certificate substantially in the form attached hereto as Exhibit C (the “Compliance

Certificate”).

(iii)

Initial Registration Statement Effective. The Initial Registration Statement covering the resale by the Investor

of the Registrable Securities included therein required to be filed by the Company with the Commission pursuant to Section 2(a) of the

Registration Rights Agreement shall have been declared effective under the Securities Act by the Commission, and the Investor shall be

permitted to utilize the Prospectus therein to resell all of the Shares included in such Prospectus.

(iv) No Material

Notices. None of the following events shall have occurred and be continuing: (a) receipt of any request by the Commission or

any other Governmental Entity for any additional information relating to the Initial Registration Statement, the Prospectus

contained therein or any Prospectus Supplement thereto, or for any amendment of or supplement to the Initial Registration Statement,

the Prospectus contained therein or any Prospectus Supplement thereto; (b) the issuance by the Commission or any other Governmental

Entity of any stop order suspending the effectiveness of the Initial Registration Statement or prohibiting or suspending the use of

the Prospectus contained therein or any Prospectus Supplement thereto, or of the suspension of qualification or exemption from

qualification of the Shares for offering or sale in any jurisdiction, or the initiation or contemplated initiation of any proceeding

for such purpose; (c) the objection of FINRA to the terms of the transactions contemplated by the Transaction Documents or (d) the

occurrence of any event or the existence of any condition or state of facts, which makes any statement of a material fact made in

the Initial Registration Statement, the Prospectus contained therein or any Prospectus Supplement thereto untrue or which requires

the making of any additions to or changes to the statements then made in the Initial Registration Statement, the Prospectus

contained therein or any Prospectus Supplement thereto in order to state a material fact required by the Securities Act to be stated

therein or necessary in order to make the statements then made therein (in the case of the Prospectus or any Prospectus Supplement,

in light of the circumstances under which they were made) not misleading, or which requires an amendment to the Initial Registration

Statement or a supplement to the Prospectus contained therein or any Prospectus Supplement thereto to comply with the Securities

Act, any applicable state securities or “blue sky” Laws or any other Law. The Company shall have no Knowledge of any

event that could reasonably be expected to have the effect of causing the suspension of the effectiveness of the Initial

Registration Statement or the prohibition or suspension of the use of the Prospectus contained therein or any Prospectus Supplement

thereto in connection with the resale of the Registrable Securities by the Investor.

(v) Other Commission

Filings. The Current Report and the Form D shall have been filed with the Commission as required pursuant to Section 2.3.

The final Prospectus included in the Initial Registration Statement shall have been filed with the Commission prior to Commencement

in accordance with Section 2.3 and the Registration Rights Agreement. All reports, schedules, registrations, forms, statements,

information and other documents required to have been filed by the Company with the Commission pursuant to the reporting

requirements of the Exchange Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the

Exchange Act, prior to Commencement shall have been filed with the Commission.

(vi) No Suspension

of Trading in or Notice of Delisting of Common Stock. Trading in the Common Stock shall not have been suspended by the

Commission, the Trading Market or FINRA (except for any suspension of trading of limited duration agreed to by the Company, which

suspension shall be terminated prior to the Commencement Date), the Company shall not have received any final and non-appealable

notice that the listing or quotation of the Common Stock on the Trading Market shall be terminated on a date certain (unless, prior

to such date certain, the Common Stock is listed or quoted on any other Eligible Market), nor shall there have been imposed any

suspension of, or restriction on, accepting additional deposits of the Common Stock, electronic trading or book-entry services by

DTC with respect to the Common Stock that is continuing, the Company shall not have received any notice from DTC to the effect that

a suspension of, or restriction on, accepting additional deposits of the Common Stock, electronic trading or book-entry services by

DTC with respect to the Common Stock is being imposed or is contemplated (unless, prior to such suspension or restriction, DTC shall

have notified the Company in writing that DTC has determined not to impose any such suspension or restriction).

(vii) Compliance

with Laws. The Company shall have complied with all applicable Laws in connection with the execution, delivery and

performance of this Agreement and the other Transaction Documents to which it is a party and the consummation of the transactions

contemplated hereby and thereby, including, without limitation, the Company shall have obtained all permits and qualifications

required by any applicable state securities or “blue sky” Laws for the offer and sale of the Shares by the Company to

the Investor and the subsequent resale of the Registrable Securities by the Investor (or shall have the availability of exemptions

therefrom).

(viii) No

Injunction. No Law or Order shall have been enacted, entered, promulgated, threatened or endorsed by any court or

Governmental Entity of competent jurisdiction which prohibits the consummation of or which would materially modify or delay any of

the transactions contemplated by the Transaction Documents.

(ix) No Proceedings

or Litigation. No Proceeding before any arbitrator or any court or Governmental Entity shall have been commenced, and no

inquiry or investigation by any Governmental Entity shall have been commenced, against the Company or any Subsidiary, or any of the

officers, directors or Affiliates of the Company or any Subsidiary, seeking to restrain, prevent or change the transactions

contemplated by the Transaction Documents, or seeking material damages in connection with such transactions.

(x) Listing of

Shares. The Common Stock has been approved for listing or quotation on the Trading Market (or on an Eligible Market) and the

Company shall have filed an application for listing of the Shares on the Trading Market, prior to the Commencement Date.

(xi)

No Material Adverse Effect. No condition, occurrence, state of facts or event constituting a Material Adverse Effect

shall have occurred and be continuing.

(xii) No Bankruptcy

Proceedings. No Person shall have commenced a Proceeding against the Company pursuant to or within the meaning of any

Bankruptcy Law. The Company shall not have, pursuant to or within the meaning of any Bankruptcy Law, (a) commenced a voluntary case,

(b) consented to the entry of an Order for relief against it in an involuntary case, (c) consented to the appointment of a Custodian

of the Company or for all or substantially all of its property, or (d) made a general assignment for the benefit of its creditors. A

court of competent jurisdiction shall not have entered an Order or decree under any Bankruptcy Law that (I) is for relief against

the Company in an involuntary case, (II) appoints a Custodian of the Company or for all or substantially all of its property, or

(III) orders the liquidation of the Company.

(xiii) Delivery of Commencement

Irrevocable Transfer Agent Instructions and Notice of Effectiveness. The Commencement Irrevocable Transfer Agent Instructions

shall have been executed by the Company and delivered to acknowledged in writing by the Company’s transfer agent, and the Notice

of Effectiveness relating to the Initial Registration Statement shall have been executed by the Company’s outside counsel and delivered

to the Company’s transfer agent, in each case directing such transfer agent to issue to the Investor or its designated Broker-Dealer

all of the Shares included in the Initial Registration Statement as DWAC Shares in accordance with this Agreement and the Registration

Rights Agreement.

(xiv)

Reservation of Shares. As of the Commencement Date, the Company shall have reserved out of its authorized and unissued

Common Stock, 31,750,000 shares of Common Stock solely for the purpose of issuing Shares pursuant to Purchases that may be effected by

the Company, in its sole discretion, from and after the Commencement Date under this Agreement.

(xv) Opinions and

Negative Assurances of Company Counsel. On the Commencement Date, the Investor shall have received the opinions and negative

assurances from outside counsel to the Company, dated the Commencement Date, in the forms mutually agreed to by the Company and the

Investor prior to the date of this Agreement.

(xvi) Initial

Comfort Letter of Company Auditor. On the Commencement Date, the Investor shall have received from the Accountant, or a

successor independent registered public accounting firm for the Company (as applicable), a letter dated the Commencement Date and

addressed to the Investor, in substantially the form, scope and substance mutually agreed to by the Company and the Investor at

least one (1) Trading Day prior to the date on which the Initial Registration Statement is first filed with the Commission, (i)

confirming that they are independent public accountants with respect to the Company within the meaning of the Securities Act and the

Public Company Accounting Oversight Board, and (ii) stating the conclusions and findings of such firm with respect to the audited

and unaudited financial statements and certain financial information contained or incorporated by reference in the Registration

Statement and the Prospectus (as supplemented by any Prospectus Supplement filed with the Commission on or prior to the Commencement

Date), and certain other matters customarily covered by auditor “comfort letters,” except that the specific date

referred to therein for the carrying out of procedures shall be no more than three (3) Trading Days prior to the Commencement Date

(the “Initial Comfort Letter”).

(xvii) FINRA No

Objections. Prior to the Commencement Date, FINRA’s Corporate Financing Department shall have confirmed in writing

that it has determined not to raise any objection with respect to the fairness and reasonableness of the terms and arrangements of

the transactions contemplated by the Transaction Documents.

(xviii) QIU Fee

Payment. On or prior to the Commencement Date, the Investor shall have paid by wire transfer of immediately available funds

to an account designated by the Qualified Independent Underwriter engaged by the Company pursuant to Section 6.15 in connection with

the transactions contemplated by this Agreement and the Registration Rights Agreement (as applicable), all fees required to be paid

to the Qualified Independent Underwriter on or prior to the Commencement Date pursuant to an engagement agreement setting for the

terms of such engagement of such Qualified Independent Underwriter (the “QIU Fee”).

Section 7.3. Conditions

Precedent to Purchases after Commencement Date. The right of the Company to deliver Purchase Notices under this Agreement

after the Commencement Date, and the obligation of the Investor to accept Purchase Notices timely delivered to the Investor by the

Company under this Agreement after the Commencement Date, are subject to the satisfaction of each of the conditions set forth in

this Section 7.3, (i) with respect to a Market Open Purchase Notice for a Market Open Purchase that is timely delivered by the

Company to the Investor in accordance with this Agreement, as of the Market Open Purchase Commencement Time of the applicable Market

Open Purchase Period for such Market Open Purchase to be effected pursuant to such Market Open Purchase Notice, (ii) with respect to

an Intraday Purchase Notice for an Intraday Purchase that is timely delivered by the Company to the Investor in accordance with this

Agreement, as of the Intraday Purchase Commencement Time of the applicable Intraday Purchase Period for such Intraday Purchase to be

effected pursuant to such Intraday Purchase Notice, (iii) with respect to a Pre-Market Purchase Notice for a Pre-Market Purchase

that is timely delivered by the Company to the Investor in accordance with this Agreement, as of the Pre-Market Purchase

Commencement Time of the applicable Pre-Market Purchase Period for such Pre-Market Purchase to be effected pursuant to such

Pre-Market Purchase Notice, and (iv) with respect to a Post-Market Purchase Notice for a Post-Market Purchase that is timely

delivered by the Company to the Investor in accordance with this Agreement, as of the Post-Market Purchase Commencement Time of the

applicable Post-Market Purchase Period for such Post-Market Purchase to be effected pursuant to such Post-Market Purchase Notice

(each such Market Open Purchase Commencement Time, Intraday Purchase Commencement Time, Pre-Market Purchase Commencement Time and

Post-Market Purchase Commencement Time, at which time all such conditions must be satisfied, a “Purchase Condition

Satisfaction Time”).

(i)

Satisfaction of Certain Prior Conditions. Each of the conditions set forth in subsections (i), (ii), and (vii) through

(xii) set forth in Section 7.2 shall be satisfied at the applicable Purchase Condition Satisfaction Time after the Commencement Date (with

the terms “Commencement” and “Commencement Date” in the conditions set forth in subsections (i) and (ii) of Section

7.2 replaced with “applicable Purchase Condition Satisfaction Time”); provided, however, that the Company shall

not be required to deliver the Compliance Certificate after the Commencement Date, except as provided in Section 6.17 and Section 7.3(x).

(ii)

Initial Registration Statement Effective. The Initial Registration Statement covering the resale by the Investor

of the Registrable Securities included therein filed by the Company with the Commission pursuant to Section 2(a) of the Registration Rights

Agreement, and any post-effective amendment thereto required to be filed by the Company with the Commission after the Commencement Date

and prior to the applicable Purchase Date pursuant to the Registration Rights Agreement, in each case shall have been declared effective

under the Securities Act by the Commission and shall remain effective for the applicable Registration Period, and the Investor shall be

permitted to utilize the Prospectus therein, and any Prospectus Supplement thereto, to resell all of the Shares included in the Initial

Registration Statement, and any post-effective amendment thereto, that have been issued and sold to the Investor hereunder pursuant to

all Purchase Notices delivered by the Company to the Investor prior to such applicable Purchase Date and (c) all of the Shares included

in the Initial Registration Statement, and any post-effective amendment thereto, that are issuable pursuant to the applicable Purchase

Notice delivered by the Company to the Investor with respect to a Purchase to be effected hereunder on such applicable Purchase Date.

(iii)

Any Required New Registration Statement Effective. Any New Registration Statement covering the resale by the Investor

of the Registrable Securities included therein, and any post-effective amendment thereto, required to be filed by the Company with the

Commission pursuant to the Registration Rights Agreement after the Commencement Date and prior to the applicable Purchase Date for such

Purchase, in each case shall have been declared effective under the Securities Act by the Commission and shall remain effective for the

applicable Registration Period, and the Investor shall be permitted to utilize the Prospectus therein, and any Prospectus Supplement thereto,

to resell all of the Shares included in such New Registration Statement, and any post-effective amendment thereto, that have been issued

and sold to the Investor hereunder pursuant to all Purchase Notices delivered by the Company to the Investor prior to such applicable

Purchase Date and (c) all of the Shares included in such new Registration Statement, and any post-effective amendment thereto, that are

issuable pursuant to the applicable Purchase Notice delivered by the Company to the Investor with respect to a Purchase to be effected

hereunder on such applicable Purchase Date.

(iv) Delivery of

Subsequent Irrevocable Transfer Agent Instructions and Notice of Effectiveness. With respect to any post-effective amendment

to the Initial Registration Statement, any New Registration Statement or any post-effective amendment to any New Registration

Statement, in each case declared effective by the Commission after the Commencement Date, the Company shall have delivered or caused

to be delivered to the Company’s transfer agent (a) irrevocable instructions in the form substantially similar to the

Commencement Irrevocable Transfer Agent Instructions executed by the Company and acknowledged in writing by its transfer agent and

(b) the Notice of Effectiveness, in each case modified as necessary to refer to such Registration Statement or post-effective

amendment and the Registrable Securities included therein, to issue the Registrable Securities included therein as DWAC Shares in

accordance with the terms of this Agreement and the Registration Rights Agreement.

(v)

No Material Notices. None of the following events shall have occurred and be continuing: (a) receipt of any request

by the Commission or any other Governmental Entity for any additional information relating to the Initial Registration Statement or any

post-effective amendment thereto, any New Registration Statement or any post-effective amendment thereto, or the Prospectus contained

in any of the foregoing or any Prospectus Supplement thereto, or for any amendment of or supplement to the Initial Registration Statement

or any post-effective amendment thereto, any New Registration Statement or any post-effective amendment thereto, or the Prospectus contained

in any of the foregoing or any Prospectus Supplement thereto; (b) the issuance by the Commission or any other Governmental Entity of any

stop order suspending the effectiveness of the Initial Registration Statement or any post-effective amendment thereto, any New Registration

Statement or any post-effective amendment thereto, or prohibiting or suspending the use of the Prospectus contained in any of the foregoing

or any Prospectus Supplement thereto, or of the suspension of qualification or exemption from qualification of the Shares for offering

or sale in any jurisdiction, or the initiation or contemplated initiation of any Proceeding for such purpose; (c) the objection of FINRA

to the terms of the transactions contemplated by the Transaction Documents or (d) the occurrence of any event or the existence of any

condition or state of facts, which makes any statement of a material fact made in the Initial Registration Statement or any post-effective

amendment thereto, any New Registration Statement or any post-effective amendment thereto, or the Prospectus contained in any of the foregoing

or any Prospectus Supplement thereto untrue or which requires the making of any additions to or changes to the statements then made in

the Initial Registration Statement or any post-effective amendment thereto, any New Registration Statement or any post-effective amendment

thereto, or the Prospectus contained in any of the foregoing or any Prospectus Supplement thereto in order to state a material fact required

by the Securities Act to be stated therein or necessary in order to make the statements then made therein (in the case of the Prospectus

or any Prospectus Supplement, in light of the circumstances under which they were made) not misleading, or which requires an amendment

to the Initial Registration Statement or any post-effective amendment thereto, any New Registration Statement or any post-effective amendment

thereto, or the Prospectus contained in any of the foregoing or any Prospectus Supplement thereto to comply with the Securities Act, any

applicable state securities or “blue sky” Laws or any other Law (other than the transactions contemplated by the applicable

Purchase Notice delivered by the Company to the Investor with respect to a Purchase to be effected hereunder on such applicable Purchase

Date and the settlement thereof). The Company shall have no Knowledge of any event that could reasonably be expected to have the effect

of causing the suspension of the effectiveness of the Initial Registration Statement or any post-effective amendment thereto, any New

Registration Statement or any post-effective amendment thereto, or the prohibition or suspension of the use of the Prospectus contained

in any of the foregoing or any Prospectus Supplement thereto in connection with the resale of the Registrable Securities by the Investor.

(vi)

Other Commission Filings. The final Prospectus included in any post-effective amendment to the Initial Registration

Statement, and any Prospectus Supplement thereto, required to be filed by the Company with the Commission pursuant to Section 2.3 and

the Registration Rights Agreement after the Commencement Date and prior to the applicable Purchase Date for such Purchase, shall have

been filed with the Commission in accordance with Section 2.3 and the Registration Rights Agreement. The final Prospectus included in

any New Registration Statement and in any post-effective amendment thereto, and any Prospectus Supplement thereto, required to be filed

by the Company with the Commission pursuant to Section 2.3 and the Registration Rights Agreement after the Commencement Date and prior

to the applicable Purchase Date for such Purchase, shall have been filed with the Commission in accordance with Section 2.3 and the Registration

Rights Agreement. All reports, schedules, registrations, forms, statements, information and other documents required to have been filed

by the Company with the Commission pursuant to the reporting requirements of the Exchange Act, including all material required to have

been filed pursuant to Section 13(a) or 15(d) of the Exchange Act, after the Commencement Date and prior to the applicable Purchase Date

for such Purchase, shall have been filed with the Commission and, if any Registrable Securities are covered by a Registration Statement

on Form S-3, such filings shall have been made within the applicable time period prescribed for such filing under the Exchange Act.

(vii)

No Suspension of Trading in or Notice of Delisting of Common Stock. Trading in the Common Stock shall not have been

suspended by the Commission, the Trading Market (or Eligible Market, as applicable) or FINRA (except for any suspension of trading of

limited duration agreed to by the Company, which suspension shall be terminated prior to the applicable Purchase Date for such Purchase),

the Company shall not have received any final and non-appealable notice that the listing or quotation of the Common Stock on the Trading

Market (or Eligible Market, as applicable) shall be terminated on a date certain (unless, prior to such date certain, the Common Stock

is listed or quoted on any other Eligible Market), nor shall there have been imposed any suspension of, or restriction on, accepting additional

deposits of the Common Stock, electronic trading or book-entry services by DTC with respect to the Common Stock that is continuing, the

Company shall not have received any notice from DTC to the effect that a suspension of, or restriction on, accepting additional deposits

of the Common Stock, electronic trading or book-entry services by DTC with respect to the Common Stock is being imposed or is contemplated

(unless, prior to such suspension or restriction, DTC shall have notified the Company in writing that DTC has determined not to impose

any such suspension or restriction).

(viii) Certain

Limitations. The issuance and sale of the Shares issuable pursuant to the applicable Purchase Notice shall not (a) exceed,

in the case of a Market Open Purchase Notice, the Market Open Purchase Maximum Amount applicable to such Market Open Purchase

Notice, in the case of an Intraday Purchase Notice, the Intraday Purchase Maximum Amount applicable to such Intraday Purchase

Notice, in the case of a Pre-Market Purchase Notice, the Pre-Market Purchase Maximum Amount applicable to such Pre-Market Purchase

Notice, and in the case of a Post-Market Purchase Notice, the Post-Market Purchase Maximum Amount applicable to such Post-Market

Purchase Notice, (b) cause the aggregate number of shares of Common Stock issued pursuant to this Agreement to exceed the Aggregate

Limit, (c) cause the Investor to beneficially own (under Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder)

shares of Common Stock in excess of the Beneficial Ownership Limitation, or (d) if and to the extent the Exchange Cap is then

applicable under Section 3.5, cause the aggregate number of shares of Common Stock issued pursuant to this Agreement to exceed the

Exchange Cap, unless in the case of this clause (d), the Company’s stockholders have theretofore approved the issuance of such

shares of Common Stock in excess of the Exchange Cap in accordance with the applicable rules of the Trading Market.

(ix)

Shares Authorized and Delivered. All of the Shares issuable pursuant to the applicable Purchase Notice shall have

been duly authorized by all necessary corporate action of the Company. All Shares relating to all prior Purchase Notices required to have

been received by the Investor as DWAC Shares under this Agreement prior to the applicable Purchase Condition Satisfaction Time for the

applicable Purchase shall have been delivered to the Investor as DWAC Shares in accordance with this Agreement.

(x)

Bring-Down Negative Assurance Letters; Bring-Down Comfort Letters and Compliance Certificates. The Investor shall

have received (a) all Bring-Down Negative Assurance Letters from outside counsel to the Company, which the Company was obligated to instruct

its outside counsel to deliver to the Investor prior to the applicable Purchase Condition Satisfaction Time for the applicable Purchase,

(b) all Bring-Down Comfort Letters from the Accountant, or a successor independent registered public accounting firm for the Company (as

applicable), which the Company was obligated to instruct such firm to deliver to the Investor prior to the applicable Purchase Condition

Satisfaction Time for the applicable Purchase, and (c) all Compliance Certificates from the Company that the Company was obligated to

deliver to the Investor prior to the applicable Purchase Condition Satisfaction Time for the applicable Purchase, in each case in accordance

with Section 6.17.

(xi)

Payment of Commitment Fee and Additional Investor Legal Fee Expense Reimbursement. The Company shall have paid, by

wire transfer of immediately available funds to an account designated by the Investor, or the Investor shall have withheld from amounts

otherwise payable to the Company pursuant to and in accordance with Section 10.1(ii), as applicable, (a) all or any portion of the Commitment

Fee that the Company was obligated to pay to the Investor through the Investor’s withholding of amounts otherwise payable to the

Company pursuant to and in accordance with Section 10.1(ii) prior to the applicable Purchase Condition Satisfaction Time for the applicable

Purchase, which Commitment Fee (or portion thereof, as applicable) shall be fully earned by the Investor and shall be non-refundable when

withheld by the Investor in accordance with Section 10.1(ii), regardless of whether any subsequent Purchases are made or settled hereunder

or any subsequent termination of this Agreement, and (b) all Additional Investor Legal Fee Expense Reimbursement payments that the Company

was obligated to pay to the Investor prior to the applicable Purchase Condition Satisfaction Time for the applicable Purchase in accordance

with Section 10.1(i), each of which Additional Investor Legal Fee Expense Reimbursement payments shall be fully earned and non-refundable

as of the date such payments are made by the Company to the Investor (or the Investor’s counsel), regardless of whether any additional

Purchases are made or settled hereunder or any subsequent termination of this Agreement.

Article

VIII

TERMINATION

Section 8.1.

Automatic Termination. Unless earlier terminated as provided hereunder, this Agreement shall terminate automatically

on the earliest to occur of (i) the first day of the month next following the 36-month anniversary of the Commencement Date, (ii) the

date on which the Investor shall have purchased from the Company, pursuant to all Purchases that have occurred and fully settled pursuant

to this Agreement, an aggregate number of Shares for a total aggregate gross purchase price to the Company equal to the Total Commitment,

(iii) the date on which the Common Stock shall have failed to be listed or quoted on the Trading Market or any Eligible Market for a period

of one (1) Trading Day, (iv) the thirtieth (30th) Trading Day next following the date on which, pursuant to or within the meaning

of any Bankruptcy Law, the Company commences a voluntary case or any Person commences a Proceeding against the Company, in each case that

is not discharged or dismissed prior to such thirtieth (30th) Trading Day, and (v) the date on which, pursuant to or within

the meaning of any Bankruptcy Law, a Custodian is appointed for the Company or for all or substantially all of its property, or the Company

makes a general assignment for the benefit of its creditors.

Section 8.2. Other

Termination. Subject to Section 8.3, the Company may terminate this Agreement after the Commencement Date effective upon

five (5) Trading Days’ prior written notice to the Investor in accordance with Section 10.4; provided, however,

that (i) the Company shall have (A) paid or caused to be paid all of the Commitment Fee (or earned portion thereof) required to be

paid to the Investor through the Investor’s withholding of amounts otherwise payable to the Company pursuant to and in

accordance with Section 10.1(ii) and (B) paid all Additional Investor Legal Fee Expense Reimbursement payments required to be paid

to the Investor pursuant to Section 10.1(i) of this Agreement, in each case in this clause (i) prior to such termination, and (ii)

prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company

shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure. Subject to

Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of

such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the

right to terminate this Agreement effective upon five (5) Trading Days’ prior written notice to the Company in accordance with

Section 10.4, if: (a) any condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and is

continuing; (b) a Fundamental Transaction shall have occurred; (c) the Initial Registration Statement and any New Registration

Statement is not filed by the applicable Filing Deadline therefor or declared effective by the Commission by the applicable

Effectiveness Deadline (as defined in the Registration Rights Agreement) therefor, or the Company is otherwise in breach or default

in any material respect under any of the other provisions of the Registration Rights Agreement, and, if such failure, breach or

default is capable of being cured, such failure, breach or default is not cured within ten (10) Trading Days after notice of such

failure, breach or default is delivered to the Company pursuant to Section 10.4; (d) while a Registration Statement, or any

post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement

and the Investor holds any Registrable Securities, the effectiveness of such Registration Statement, or any post-effective amendment

thereto, lapses for any reason (including, without limitation, the issuance of a stop order by the Commission) or such Registration

Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement thereto otherwise

becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the

terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of twenty (20) consecutive

Trading Days or for more than an aggregate of sixty (60) Trading Days in any 365-day period, other than due to acts of the Investor;

(e) trading in the Common Stock on the Trading Market (or if the Common Stock is then listed on any Eligible Market, trading in the

Common Stock on any such Eligible Market) shall have been suspended and such suspension continues for a period of five (5)

consecutive Trading Days; or (f) the Company is in material breach or default of this Agreement, and, if such breach or default is

capable of being cured, such breach or default is not cured within ten (10) Trading Days after notice of such breach or default is

delivered to the Company pursuant to Section 10.4. Unless notification thereof is required elsewhere in this Agreement (in which

case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later

than twenty-four (24) hours) notify the Investor (and, if required under applicable Law, including, without limitation, Regulation

FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market (or Eligible Market, as

applicable), the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and

regulations of the Trading Market (or Eligible Market, as applicable)) upon becoming aware of any of the events set forth in the

immediately preceding sentence.

Section 8.3. Effect

of Termination. In the event of termination by the Company or the Investor (other than by mutual termination) pursuant to

Section 8.2, written notice thereof shall forthwith be given to the other party as provided in Section 10.4 and the transactions

contemplated by this Agreement shall be terminated without further action by either party. If this Agreement is terminated as

provided in Section 8.1 or Section 8.2, this Agreement shall become void and of no further force and effect, except that (i) the

provisions of Article V (Representations, Warranties and Covenants of the Company), Article IX (Indemnification), Article X

(Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such

termination, and, (ii) so long as the Investor owns any Shares, the covenants and agreements of the Company contained in Article VI

(Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following such

termination. Notwithstanding anything in this Agreement to the contrary, no termination of this Agreement by any party shall (i)

become effective prior to the fifth (5th) Trading Day immediately following the settlement date related to any pending

Purchase that has not been fully settled in accordance with the terms and conditions of this Agreement (it being hereby acknowledged

and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise affect any of the Company’s

or the Investor’s rights or obligations under the Transaction Documents with respect to any pending Purchase, and that the

parties shall fully perform their respective obligations with respect to any such pending Purchase under the Transaction Documents),

(ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the

Registration Rights Agreement, all of which shall survive any such termination, (iii) affect any Commitment Fee (or portion thereof)

paid or payable to the Investor pursuant to Section 10.1(ii), which Commitment Fee (or portion thereof) shall be fully earned by the

Investor and shall be non-refundable when withheld by the Investor in accordance with Section 10.1(ii), regardless of whether any

subsequent Purchases are made or settled hereunder or any subsequent termination of this Agreement, (iv) affect the Initial Investor

Legal Fee Expense Reimbursement paid to the Investor (or the Investor’s counsel, as applicable), all of which Initial Investor

Legal Fee Expense Reimbursement shall be fully earned by the Investor and shall be non-refundable as of the Closing Date pursuant to

Section 10.1(i), in each case of this clause (iv) regardless of whether the Commencement shall have occurred, whether any Purchases

are made or settled hereunder or any subsequent termination of this Agreement, and (v) affect any Additional Investor Legal Fee

Expense Reimbursement payments payable or paid to the Investor (or the Investor’s counsel, as applicable), all of which

Additional Investor Legal Fee Expense Reimbursement payments shall be fully earned by the Investor and shall be non-refundable when

paid by the Company to the Investor (or the Investor’s counsel, as applicable), pursuant to Section 10.1(i), regardless of

whether any additional Purchases are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this

Section 8.3 shall be deemed to release the Company or the Investor from any liability for any breach or default under this Agreement

or any of the other Transaction Documents to which it is a party, or to impair the rights of the Company and the Investor to compel

specific performance by the other party of its obligations under the Transaction Documents to which it is a party.

Article

INDEMNIFICATION

Section 9.1. Indemnification

of Investor. In consideration of the Investor’s execution and delivery of this Agreement and acquiring the Shares

hereunder and in addition to all of the Company’s other obligations under the Transaction Documents to which it is a party,

subject to the provisions of this Section 9.1, the Company shall indemnify and hold harmless the Investor, its Broker-Dealer, each

of their respective directors, officers, shareholders, members, partners, employees, representatives, agents and advisors (and any

other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any

other title), each Person, if any, who controls the Investor or its Broker-Dealer (within the meaning of Section 15 of the

Securities Act or Section 20(a) of the Exchange Act), and the respective directors, officers, stockholders, members, partners,

employees, representatives, agents and advisors (and any other Persons with a functionally equivalent role of a Person holding such

titles notwithstanding the lack of such title or any other title) of such controlling Persons (each, an “Investor

Party”), from and against all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses

(including all judgments, amounts paid in settlement, court costs, reasonable and documented attorneys’ fees and costs of

defense and investigation) (collectively, “Damages”) that any Investor Party may suffer or incur as a

result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in

this Agreement, the Registration Rights Agreement or in the other Transaction Documents to which it is a party or (b) any Proceeding

(including for these purposes a derivative action brought on behalf of the Company) instituted against such Investor Party arising

out of or resulting from the execution, delivery, performance or enforcement of the Transaction Documents, other than claims for

indemnification within the scope of Section 6 of the Registration Rights Agreement; provided, however, that (x) the

foregoing indemnity shall not apply to any Damages to the extent, but only to the extent, that such Damages resulted directly and

primarily from a breach of any of the Investor’s representations, warranties, covenants or agreements contained in this

Agreement or the Registration Rights Agreement, and (y) the Company shall not be liable under subsection (b) of this Section 9.1 to

the extent, but only to the extent, that a court of competent jurisdiction shall have determined by a final judgment (from which no

further appeals are available) that such Damages resulted directly and primarily from any acts or failures to act, undertaken or

omitted to be taken by such Investor Party through its fraud, bad faith, gross negligence, or willful or reckless misconduct.

The Company shall reimburse

any Investor Party promptly upon demand (with accompanying presentation of sufficiently detailed documentary evidence) for all reasonable

and documented legal and other costs and expenses reasonably incurred by such Investor Party in connection with (i) any Proceeding, whether

at law or in equity, to enforce compliance by the Company with any provision of the Transaction Documents or (ii) any other any Proceeding,

whether at law or in equity, with respect to which it is entitled to indemnification under this Section 9.1; provided that the

Investor shall promptly reimburse the Company for all such legal and other costs and expenses to the extent a court of competent jurisdiction

determines that any Investor Party was not entitled to such reimbursement.

An Investor Party’s

right to indemnification or other remedies based upon the representations, warranties, covenants and agreements of the Company set forth

in the Transaction Documents shall not in any way be affected by any investigation or knowledge of such Investor Party. Such representations,

warranties, covenants and agreements shall not be affected or deemed waived by reason of the fact that an Investor Party knew or should

have known that any representation or warranty might be inaccurate or that the Company failed to comply with any agreement or covenant.

Any investigation by such Investor Party shall be for its own protection only and shall not affect or impair any right or remedy hereunder.

To the extent that the foregoing

undertakings by the Company set forth in this Section 9.1 may be unenforceable for any reason, the Company shall make the maximum contribution

to the payment and satisfaction of each of the Damages which is permissible under applicable law.

Section 9.2. Indemnification

Procedures. Promptly after an Investor Party receives notice of a claim or the commencement of an action for which the

Investor Party intends to seek indemnification under Section 9.1, the Investor Party will notify the Company in writing of the claim

or commencement of the Proceeding; provided, however, that failure to notify the Company will not relieve the Company

from liability under Section 9.1, except to the extent it has been materially prejudiced by the failure to give notice. The Company

will be entitled to participate in the defense of any Proceeding as to which indemnification is being sought, and if the Company

acknowledges in writing the obligation to indemnify the Investor Party against whom the Proceeding is brought, the Company may (but

will not be required to) assume the defense against the Proceeding with counsel satisfactory to it. After the Company notifies the

Investor Party that the Company wishes to assume the defense of a Proceeding, the Company will not be liable for any further legal

or other expenses incurred by the Investor Party in connection with the defense against the Proceeding except that if, in the

opinion of counsel to the Investor Party, it would be inappropriate under the applicable rules of professional responsibility for

the same counsel to represent both the Company and such Investor Party. In such event, the Company will pay the reasonable and

documented fees and expenses of no more than one separate counsel for all such Investor Parties promptly as such fees and expenses

are incurred. Each Investor Party, as a condition to receiving indemnification as provided in Section 9.1, will cooperate in all

reasonable respects with the Company in the defense of any action or claim as to which indemnification is sought. The Company will

not be liable for any settlement of any action effected without its prior written consent, which consent shall not be unreasonably

withheld, delayed or conditioned. The Company will not, without the prior written consent of the Investor Party, which consent shall

not be unreasonably withheld, delayed or conditioned, effect any settlement of a pending or threatened action with respect to which

an Investor Party is, or is informed that it may be, made a party and for which it would be entitled to indemnification, unless the

settlement includes an unconditional release of the Investor Party from all liability and claims which are the subject matter of the

pending or threatened action.

The remedies provided for

in this Article IX are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Investor Party

at law or in equity.

Article

MISCELLANEOUS

Section 10.1.

Certain Fees and Expenses; Commitment Fee; Commencement Irrevocable Transfer Agent Instructions.

(i) Certain Fees and

Expenses. Each party shall bear its own fees and expenses related to the transactions contemplated by this Agreement; provided, however,

that the Company, (1) on or prior to the Closing Date, shall have paid to the Investor (or to the Investor’s legal counsel, as

applicable), by wire transfer of immediately available funds to an account designated by the Investor (or the Investor’s legal

counsel, as applicable) on or prior to the Closing Date, (a) $50,000 as reimbursement for the fees required to be paid to the

Qualified Independent Underwriter and (b) $100,000 ($50,000 of which has been paid to the Investor’s legal counsel prior to

the date hereof) as reimbursement for the reasonable and documented fees and disbursements of the Investor’s legal counsel

incurred by the Investor prior to the Closing (the “Initial Investor Legal Fee Expense Reimbursement”),

and (2) within ten (10) Business Days after each Representation Date (provided a Future Purchase Suspension is not then in effect),

shall have paid to the Investor, by wire transfer of immediately available funds to an account designated by the Investor, an

additional amount capped at $7,500 per fiscal quarter as reimbursement for the reasonable and documented fees and disbursements of

the Investor’s legal counsel incurred by the Investor in connection with the Investor’s ongoing due diligence and review

of deliverables subject to Section 6.17 in connection with an applicable Representation Date (the “Additional Investor

Legal Fee Expense Reimbursement”), in each case in connection with the transactions contemplated by this Agreement and

the Registration Rights Agreement. For the avoidance of doubt, (1) the Initial Investor Legal Fee Expense Reimbursement shall be

fully earned by the Investor and shall be non-refundable as of the Closing Date, regardless of whether the Commencement shall have

occurred, pursuant to the limitations set forth in Section 10.1(i), any Purchases are effected by the Company or settled hereunder

or any subsequent termination of this Agreement and (2) each Additional Investor Legal Fee Expense Reimbursement payment shall be

fully earned by the Investor and shall be non-refundable following Commencement when paid in accordance with this Section 10.1(i),

regardless of whether any additional Purchases are effected by the Company or settled hereunder or any subsequent termination of

this Agreement. The Company shall pay all U.S. federal, state and local stamp and other similar transfer and other taxes and duties

levied in connection with issuance of the Shares pursuant hereto. The parties acknowledge that the Initial Investor Legal Fee

Expense Reimbursement and the Additional Investor Legal Fee Expense Reimbursement payable in connection with the Investor’s

ongoing due diligence and review of deliverables (subject to Section 6.17), collectively, are a reasonable estimate of, and are not

disproportionate to, the probable costs of preparing the Transaction Documents and are less than or equal to the probable

transaction costs of organizing a debt facility or capital raising in the amount of the Total Commitment.

(ii)

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

pay or shall cause to be paid to the Investor the Commitment Fee solely in the manner set forth in this Section 10.1(ii). Except as otherwise

provided in this Section 10.1(ii), the parties acknowledge and agree that the Commitment Fee shall be paid and satisfied exclusively through

the Investor’s withholding of amounts from the Purchase Price otherwise payable to the Company as provided below, that the Company

shall have no obligation to pay any portion of the Commitment Fee by any other means or in any other manner, and that the Investor shall

be entitled to the Commitment Fee only to the extent of amounts actually so withheld. The Company and the Investor acknowledge and agree

that the Investor shall withhold an amount in cash equal to ten percent (10%) from the Purchase Price payable by the Investor to the Company

for the Market Open Purchase Share Amount, Intraday Purchase Share Amount, Pre-Market Purchase Share Amount and/or Post-Market Purchase

Share Amount, as applicable, in connection with each Market Open Purchase, Intraday Purchase, Pre-Market Purchase and/or Post-Market Purchase,

respectively, effected by the Company pursuant to this Agreement (the “Withheld Amount”), until the Investor

shall have received from such cash withholding(s) a total aggregate amount in cash equal to $500,000, representing the maximum aggregate

Commitment Fee that may be earned by and paid to the Investor pursuant to this Agreement, it being understood that, except in the event

of a Limited Make-Whole (defined below), if the withholdings actually made hereunder total less than $500,000, the Investor shall be entitled

to such lesser amount only and the Company shall have no obligation in respect of the difference, and upon the Investor’s receipt

of a total aggregate amount in cash of $500,000 from such withholdings, the Investor shall not withhold any additional cash amounts from

the purchase prices payable by the Investor to the Company in connection with any Purchase effected pursuant to this Agreement. For the

avoidance of doubt, each amount withheld by the Investor as the Commitment Fee in accordance with this Section 10.1(ii), shall be fully

earned by the Investor and non-refundable as of the date of such withholding by the Investor, regardless of whether any subsequent Purchases

are made or settled hereunder or any subsequent termination of this Agreement. Notwithstanding the forgoing, in the event this Agreement

is terminated by the Company within 90 days following the Effective Date, the aggregate amount of the Commitment Fee shall be due in full

and the Company shall pay or cause to be paid to the Investor, in cash, the difference between (i) $500,000 and (ii) the Withheld Amount

within three (3) business days of such termination (the “Limited Make-Whole”).

(iii)

No Legends. All Shares to be issued in respect of each Purchase Notice delivered to the Investor pursuant to this

Agreement shall be issued to the Investor in accordance with Section 3.4 by crediting the Investor’s or its designees’ account

at DTC as DWAC Shares, and the Company shall not take any action or give instructions to any transfer agent of the Company otherwise.

(iv) Irrevocable

Transfer Agent Instructions; Notice of Effectiveness. On the Effective Date of the Initial Registration Statement and prior

to Commencement, the Company shall deliver or cause to be delivered to its transfer agent (and thereafter, shall deliver or cause to

be delivered to any subsequent transfer agent of the Company), (i) irrevocable instructions executed by the Company and acknowledged

in writing by the Company’s transfer agent (the “Commencement Irrevocable Transfer Agent

Instructions”) and (ii) the notice of effectiveness in the form attached as an exhibit to the Registration Rights

Agreement (the “Notice of Effectiveness”) relating to the Initial Registration Statement executed by the

Company’s outside counsel, in each case directing the Company’s transfer agent to issue to the Investor or its designee

all of the Shares included in the Initial Registration Statement as DWAC Shares in accordance with this Agreement and the

Registration Rights Agreement. With respect to any post-effective amendment to the Initial Registration Statement, any New

Registration Statement or any post-effective amendment to any New Registration Statement, in each case declared effective by the

Commission after the Commencement Date, the Company shall deliver or cause to be delivered to its transfer agent (and thereafter,

shall deliver or cause to be delivered to any subsequent transfer agent of the Company) (i) irrevocable instructions in the form

substantially similar to the Commencement Irrevocable Transfer Agent Instructions executed by the Company and acknowledged in

writing by the Company’s transfer agent and (ii) the Notice of Effectiveness, in each case modified as necessary to refer to

such Registration Statement or post-effective amendment and the Registrable Securities included therein, to issue the Registrable

Securities included therein as DWAC Shares, in each case in accordance with the terms of this Agreement and the Registration Rights

Agreement. For the avoidance of doubt, all Shares to be issued and delivered from and after Commencement to or for the benefit of

the Investor pursuant to this Agreement shall be issued and delivered to the Investor or its designee only as DWAC Shares. The

Company represents and warrants to the Investor that, while this Agreement is effective, no instruction other than those referred to

in this Section 10.1(iv) will be given by the Company to its transfer agent, or any successor transfer agent of the Company, with

respect to the Shares from and after Commencement, and the Shares covered by the Initial Registration Statement or any

post-effective amendment thereof, or any New Registration Statement or post-effective amendment thereof, as applicable, shall

otherwise be freely transferable on the books and records of the Company and no stop transfer instructions shall be maintained

against the transfer thereof. The Company agrees that if the Company fails to fully comply with the provisions of this Section

10.1(iv) within three (3) Trading Days after the date on which the Investor has provided the deliverables referred to above that the

Investor is required to provide to the Company or its transfer agent, the Company shall, at the Investor’s written

instruction, purchase from the Investor all Shares acquired by the Investor pursuant to this Agreement that contain any restrictive

legend, or that have any stop transfer orders maintained that prohibit or impede the transfer thereof in any respect, at the greater

of (i) the Purchase Price paid by the Investor for such Shares in the applicable Purchase effected by the Company under this

Agreement and (ii) the Closing Sale Price of the Common Stock on the date of the Investor’s written instruction.

Section 10.2.

Specific Enforcement, Consent to Jurisdiction, Waiver of Jury Trial.

(i)

The Company and the Investor acknowledge and agree that irreparable damage would occur in the event that any of the provisions

of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that

either party shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement by the

other party and to enforce specifically the terms and provisions hereof (without the necessity of showing economic loss and without any

bond or other security being required), this being in addition to any other remedy to which either party may be entitled by law or equity.

(ii) Each of the Company

and the Investor (a) hereby irrevocably submits to the jurisdiction of the U.S. District Court and other courts of the United States

sitting in The City of New York, Borough of Manhattan, State of New York for the purposes of any Proceeding arising out of or

relating to this Agreement, and (b) hereby waives, and agrees not to assert in any such Proceeding, any claim that it is not

personally subject to the jurisdiction of such court, that the Proceeding is brought in an inconvenient forum or that the venue of

the Proceeding is improper. Each of the Company and the Investor consents to process being served in any such Proceeding by mailing

a copy thereof 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 in this Section 10.2 shall affect or limit any right

to serve process in any other manner permitted by Law.

(iii) EACH OF THE COMPANY

AND THE INVESTOR HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT

TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED

HEREBY OR DISPUTES RELATING HERETO. EACH OF THE COMPANY AND THE INVESTOR (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE

OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE

FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER

THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.2.

Section 10.3.

Entire Agreement. The Transaction Documents set forth the entire agreement and understanding of the parties with respect

to the subject matter hereof and supersede all prior and contemporaneous agreements, negotiations and understandings between the parties,

both oral and written, with respect to such matters. There are no promises, undertakings, representations or warranties by either party

relative to the subject matter hereof not expressly set forth in the Transaction Documents. The Disclosure Schedule and all exhibits

to this Agreement are hereby incorporated by reference in, and made a part of, this Agreement as if set forth in full herein.

Section 10.4.

Notices. Any notice, demand, request, waiver or other communication required or permitted to be given hereunder shall

be in writing and shall be effective (a) upon hand delivery or electronic mail delivery at the address or number designated below (if

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

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

business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt

of such mailing, whichever shall first occur. The address for such communications shall be:

If to the Company:

Peraso Inc.

2033 Gateway Place, Suite 500

San Jose, CA 95110

Telephone Number: (408) 418-7500

Email: jsullivan@perasoinc.com and contracts@perasoinc.com

Attention: James Sullivan, Chief Financial Officer

With a copy (which shall not

constitute notice) to:

Mitchell Silberberg & Knupp LLP

437 Madison Avenue, 25th Floor

New York, NY 10022

Telephone Number: (212) 509-3900

Email: bjb@msk.com

Attention: Blake Baron, Esq.

If to the Investor:

Roth Principal Investments, LLC

2340 Collins Avenue, Suite 402

Miami Beach, Florida 33139

Telephone Number: (612) 791-5927

Email: jtonnos@roth.com

Attention: Joe Tonnos

Co-President

With a copy (which shall not

constitute notice) to:

Duane Morris LLP

22 Vanderbilt

335 Madison Avenue,

23rd Floor

New York, NY 10017

Telephone Number:

(973) 424-2020

Email: dmcolucci@duanemorris.com

Attention: Dean M. Colucci

Either party hereto may from time to time change

its address for notices by giving at least five (5) days’ advance written notice of such changed address to the other party hereto.

Section 10.5.

Waivers. No provision of this Agreement may be waived by the parties from and after the date that is one (1) Trading

Day immediately preceding the date on which the Initial Registration Statement is initially filed with the Commission. Subject to the

immediately preceding sentence, no provision of this Agreement may be waived other than in a written instrument signed by the party against

whom enforcement of such waiver is sought. No failure or delay in the exercise of any power, right or privilege hereunder shall operate

as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercises

thereof or of any other right, power or privilege.

Section

10.6. Amendments. No provision of this Agreement may be amended by the parties from and after

the date that is one (1) Trading Day immediately preceding the date on which the Initial Registration Statement is initially filed with

the Commission. Subject to the immediately preceding sentence, no provision of this Agreement may be amended other than by a written

instrument signed by both parties hereto.

Section 10.7.

Headings. The article, section and subsection headings in this Agreement are for convenience only and shall not constitute

a part of this Agreement for any other purpose and shall not be deemed to limit or affect any of the provisions hereof. Unless the context

clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular and plural forms

thereof. The terms “including,” “includes,” “include” and words of like import shall be construed

broadly as if followed by the words “without limitation.” The terms “herein,” “hereunder,” “hereof”

and words of like import refer to this entire Agreement instead of just the provision in which they are found.

Section 10.8.

Construction. The parties agree that each of them and their respective counsel has 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. In addition, each and every reference

to share prices (other than the Threshold Price) and number of shares of Common Stock in any Transaction Document shall, in all cases,

be subject to adjustment for any stock splits, stock combinations, stock dividends, recapitalizations, reorganizations and other similar

transactions that occur on or after the date of this Agreement. Any reference in this Agreement to “Dollars” or “$”

shall mean the lawful currency of the United States of America. Any references to “Section” or “Article” in this

Agreement shall, unless otherwise expressly stated herein, refer to the applicable Section or Article of this Agreement. Unless the context

clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular and plural forms

thereof. The terms “including,” “includes,” “include” and words of like import shall be construed

broadly as if followed by the words “without limitation.” The terms “herein,” “hereunder,” “hereof”

and words of like import refer to this entire Agreement instead of just the provision in which they are found.

Section 10.9.

Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective

successors. Neither the Company nor the Investor may assign this Agreement or any of their respective rights or obligations hereunder

to any Person.

Section 10.10. No Third

Party Beneficiaries. Except as expressly provided in Article IX, this Agreement is intended only for the benefit of the parties

hereto and their respective successors, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

Section 10.11. Governing

Law. This Agreement shall be governed by and construed in accordance with the internal procedural and substantive Laws of the

State of New York, without giving effect to any Laws of such state that would cause the application of the Laws of any other jurisdiction.

Section 10.12. Survival.

The representations, warranties, covenants and agreements of the Company and the Investor contained in this Agreement shall survive

the execution and delivery hereof until the termination of this Agreement; provided, however, that (i) the provisions

of Article V (Representations, Warranties and Covenants of the Company), Article VIII (Termination), Article IX (Indemnification)

and this Article X (Miscellaneous) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so

long as the Investor owns any Securities, the covenants and agreements of the Company and the Investor contained in Article VI

(Additional Covenants), shall remain in full force and effect notwithstanding such termination for a period of six (6) months

following such termination.

Section 10.13. Counterparts.

This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and

shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile

signature or signature delivered by e-mail in a “.pdf” format data file, including any electronic signature complying with

the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com, www.echosign.adobe.com, etc., shall be considered due execution and shall

be binding upon the signatory thereto with the same force and effect as if the signature were an original signature.

Section 10.14. Publicity.

The Company shall afford the Investor and its counsel with a reasonable opportunity to review and comment upon, shall consult with the

Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its

counsel on, any press release, Commission filing or any other public disclosure made by or on behalf of the Company relating to the Investor,

its Purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated thereby, including any press release

disclosing the execution of this Agreement and the Registration Rights Agreement by the Company, prior to the issuance, filing or public

disclosure thereof. For the avoidance of doubt, the Company shall not be required to submit for review any such disclosure (i) contained

in periodic reports filed with the Commission under the Exchange Act if it shall have previously provided substantially the same disclosure

to the Investor or its counsel for review in connection with a previous filing or (ii) any Prospectus Supplement if it contains disclosure

that does not reference the Investor, its Purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated

thereby.

Section 10.15. Severability.

The provisions of this Agreement are severable and, in the event that any court of competent jurisdiction shall determine that any one

or more of the provisions or part of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal

or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision

of this Agreement, and this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision, or part

of such provision, had never been contained herein, so that such provisions would be valid, legal and enforceable to the maximum extent

possible.

Section 10.16. Further

Assurances. From and after the Closing Date, upon the request of the Investor or the Company, each of the Company and the Investor

shall execute and deliver such instrument, documents and other writings as may be reasonably necessary or desirable to confirm and carry

out and to effectuate fully the intent and purposes of this Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF,

the parties hereto have caused this Agreement to be duly executed by their respective authorized officer as of the date first above written.

THE COMPANY:

PERASO INC.

By:

/s/ Ronald Glibbery

Name:

Ronald Glibbery

Title:

Chief Executive Officer

THE INVESTOR:

ROTH PRINCIPAL INVESTMENTS, LLC

By:

/s/ Joe Tonnos

Name:

Joe Tonnos

Title:

Co-President

ANNEX I TO THE

COMMON STOCK PURCHASE AGREEMENT

DEFINITIONS

“Accountant”

shall have the meaning assigned to such term in Section 5.6(d).

“Additional Investor

Legal Fee Expense Reimbursement” shall have the meaning assigned to such term in Section 10.1(i).

“Affiliate”

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

with a Person, as such terms are used in and construed under Rule 144.

“Aggregate Limit”

shall have the meaning assigned to such term in Section 2.1.

“Agreement”

shall have the meaning assigned to such term in the preamble of this Agreement.

“Allowable Grace

Period” shall have the meaning assigned to such term in the Registration Rights Agreement.

“ATM Program”

shall mean the Company’s at the market offering program pursuant to the At the Market Offering Agreement between the Company and

Ladenburg Thalmann & Co. Inc., dated August 30, 2024, and the related prospectus supplement dated May 14, 2026.

“Average Price”

means a price per Share (rounded to the nearest tenth of a cent) equal to the quotient obtained by dividing (i) the aggregate gross Purchase

Price paid by the Investor for all Shares purchased pursuant to this Agreement, by (ii) the aggregate number of Shares issued pursuant

to this Agreement.

“Bankruptcy Law”

means Title 11, U.S. Code, or any similar U.S. federal or state bankruptcy Law or any Law for the relief of debtors.

“Base Price”

means a price per Share equal to the sum of (i) the Minimum Price and (ii) $0.1664 (subject to adjustment for any reorganization, recapitalization,

non-cash dividend, stock split, reverse stock split or other similar transaction that occurs on or after the date of this Agreement).

“Beneficial Ownership

Limitation” shall have the meaning assigned to such term in Section 3.6.

“Bloomberg”

means Bloomberg, L.P.

“Bring-Down Comfort

Letter” shall have the meaning assigned to such term in Section 6.17.

“Bring-Down Negative

Assurance Letter” shall have the meaning assigned to such term in Section 6.17.

“Broker-Dealer”

shall have the meaning assigned to such term in Section 6.13.

“Bylaws”

shall have the meaning assigned to such term in Section 5.3.

“Charter”

shall have the meaning assigned to such term in Section 5.3.

“Closing”

shall have the meaning assigned to such term in Section 2.2.

“Closing Date”

means the date of this Agreement.

“Closing Sale

Price” means, for the Common Stock as of any date, the last closing trade price for the Common Stock on the Trading Market

(or, if the Common Stock is then listed on an Eligible Market, on such Eligible Market), as reported by Bloomberg, or, if the Trading

Market (or such Eligible Market, as applicable) begins to operate on an extended hours basis and does not designate the closing trade

price for the Common Stock, then the last trade price for the Common Stock prior to 4:00 p.m., New York City time, as reported by Bloomberg.

All such determinations shall be appropriately adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or

other similar transactions during such period.

“Code”

shall have the meaning assigned to such term in Section 5.38.

“Commencement”

shall have the meaning assigned to such term in Section 3.1.

“Commencement

Date” shall have the meaning assigned to such term in Section 3.1.

“Commencement

Irrevocable Transfer Agent Instructions” shall have the meaning assigned to such term in Section 10.1(iv).

“Commission”

means the U.S. Securities and Exchange Commission or any successor entity.

“Commission Documents”

shall mean (1) all reports, schedules, registrations, forms, statements, information and other documents filed with or furnished to the

Commission by the Company pursuant to the reporting requirements of the Exchange Act, including all material filed with or furnished to

the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, since January 1, 2025 and prior to the date of this

Agreement, including, without limitation, the Company’s most recent Annual Report on Form 10-K, and which hereafter shall be filed

with or furnished to the Commission by the Company, including, without limitation, the Current Report, (2) each Registration Statement,

as the same may be amended from time to time, the Prospectus contained therein and each Prospectus Supplement thereto and (3) all information

contained in such filings and all documents and disclosures that have been and heretofore shall be incorporated by reference therein.

“Commitment Fee”

means an amount in cash, not to exceed $500,000 in the aggregate, which the Company shall pay or cause to be paid to the Investor, pursuant

to, at such time(s) and in such manner as set forth in Section 10.1(ii) of this Agreement.

“Common Stock”

shall have the meaning assigned to such term in the recitals of this Agreement.

“Common Stock

Equivalents” means any securities of the Company which entitle the holder thereof to acquire at any time Common Stock, including,

without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable

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

“Company”

shall have the meaning assigned to such term in the preamble of this Agreement.

“Compliance Certificate”

shall have the meaning assigned to such term in Section 7.2(ii).

“Confidential

Data” shall mean all data for which the Company is required by Law, Contract or privacy policy to keep confidential or private,

including all such data transmitted to the Company by Persons that interact with the Company.

“Contracts”

means any legally binding contracts, agreements, subcontracts, leases, and purchase orders.

“Cover Price”

shall have the meaning assigned to such term in Section 3.4.

“Current Report”

shall have the meaning assigned to such term in Section 2.3.

“Custodian”

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

“Damages”

shall have the meaning assigned to such term in Section 9.1.

“Disclosure Schedule”

shall have the meaning assigned to such term in the preamble to Article V.

“Disqualification

Event” shall have the meaning assigned to such term in Section 5.45.

“DTC”

means The Depository Trust Company, a subsidiary of The Depository Trust & Clearing Corporation, or any successor thereto.

“DWAC”

shall have the meaning assigned to such term in Section 5.33.

“DWAC Shares”

means shares of Common Stock issued pursuant to this Agreement that are (i) issued in electronic form, (ii) freely tradable and transferable

in the United States and without restriction on resale and without stop transfer instructions maintained against the transfer thereof

and (iii) timely credited by the Company’s transfer agent to the Investor’s (or its designated Broker-Dealer at which the

account or accounts to be credited with the Shares being purchased or acquired by Investor are maintained) specified DWAC account with

DTC under its Fast Automated Securities Transfer (FAST) Program, or any similar program hereafter adopted by DTC performing substantially

the same function.

“EDGAR”

means the Commission’s Electronic Data Gathering, Analysis and Retrieval System.

“Effective Date”

means, with respect to the Initial Registration Statement filed pursuant to Section 2(a) of the Registration Rights Agreement (or any

post-effective amendment thereto) or any New Registration Statement filed pursuant to Section 2(c) of the Registration Rights Agreement

(or any post-effective amendment thereto), as applicable, the date on which the Initial Registration Statement (or any post-effective

amendment thereto) or any New Registration Statement (or any post-effective amendment thereto) is declared effective by the Commission.

“Effectiveness

Deadline” shall have the meaning assigned to such term in the Registration Rights Agreement.

“Eligible Market”

means The Nasdaq Global Select Market, The Nasdaq Capital Market, the New York Stock Exchange or the NYSE American (or any nationally

recognized successor to any of the foregoing).

“Environmental

Laws” shall have the meaning assigned to such term in Section 5.18.

“ERISA”

shall have the meaning assigned to such term in Section 5.38.

“Evaluation Date”

shall have the meaning assigned to such term in Section 5.6(c).

“Exchange Act”

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

“Exchange Cap”

shall have the meaning assigned to such term in Section 3.5(a).

“Exempt

Issuance” means the issuance of (a) Common Stock, options or other equity incentive awards to employees, officers,

directors or vendors of the Company pursuant to any equity incentive plan duly adopted for such purpose, by the Company’s

Board of Directors or a majority of the members of a committee of the Board of Directors established for such purpose, (b) (1) any

Shares issued to the Investor (or its designee) pursuant to the Transaction Documents, (2) any securities issued upon the exercise

or exchange of or conversion of any shares of Common Stock or Common Stock Equivalents held by the Investor or an Affiliate of the

Investor at any time, or (3) any securities issued upon the exercise or exchange of or conversion of any Common Stock Equivalents

issued and outstanding on the date of this Agreement, provided that such securities referred to in this clause (3) have not been

amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price

or conversion price of such securities, (c) securities issued pursuant to acquisitions, divestitures, licenses, partnerships,

collaborations or strategic transactions approved by the Company’s Board of Directors or a majority of the members of a

committee of directors established for such purpose, which acquisitions, divestitures, licenses, partnerships, collaborations or

strategic transactions can have a Variable Rate Transaction component, 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 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) shares of Common Stock issued by the Company to the Investor

(or its designee) or an Affiliate of the Investor in connection with any “equity line of credit” or other continuous

offering or similar offering of Common Stock (other than the transactions contemplated by the Transaction Documents) pursuant to one

or more written agreements between the Company and the Investor executed after the date of this Agreement (if any) or an Affiliate

of the Investor (including RCP) executed prior to or after the date of this Agreement (if any), whereby the Company may sell shares

of Common Stock to the Investor or an Affiliate of the Investor (including RCP) at a future determined price, (e) shares of Common

Stock issued by the Company in any “at the market offering” or “equity distribution program” or similar

offering of Common Stock exclusively to or through RCP pursuant to one or more written agreements between the Company and RCP or (f)

up to $670,000 of shares of Common Stock issued by the Company pursuant to the ATM Program, provided however the Company

shall not effect any sales pursuant to the ATM Program until the expiration of three (3) Trading Days following the issuance of a

Purchase Notice.

“FCPA”

shall have the meaning assigned to such term in Section 5.35.

“Filing Deadline”

shall have the meaning assigned to such term in the Registration Rights Agreement.

“FINRA”

means the Financial Industry Regulatory Authority, Inc.

“FINRA Filing”

shall have the meaning assigned to such term in Section 6.14.

“Fundamental Transaction”

means that (i) the Company shall, directly or indirectly, in one or more related transactions, (1) consolidate or merge with or into (whether

or not the Company is the surviving corporation) another Person, with the result that the holders of the Company’s capital stock

immediately prior to such consolidation or merger together beneficially own less than 50% of the outstanding voting power of the surviving

or resulting corporation, or (2) sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of the

properties or assets of the Company to another Person, or (3) take action to facilitate a purchase, tender or exchange offer by another

Person that is accepted by the holders of more than 50% of the outstanding shares of Common Stock (excluding any shares of Common Stock

held by the Person or Persons making or party to, or associated or affiliated with the Persons making or party to, such purchase, tender

or exchange offer), or (4) consummate a stock or share purchase agreement or other business combination (including, without limitation,

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

50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making

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

combination), or (5) reorganize, recapitalize or reclassify its Common Stock, or (ii) any “person” or “group”

(as these terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act) is or shall become the “beneficial owner”

(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by

issued and outstanding Common Stock.

“Future Purchase

Suspension” shall have the meaning assigned to such term in Section 6.17.

“GAAP”

shall have the meaning assigned to such term in Section 5.6(b).

“Governmental

Entity” shall mean any arbitrator, court, governmental body, regulatory body, administrative agency or other authority,

body or agency (whether foreign or domestic) having jurisdiction over the Company or any of its Subsidiaries or any of their respective

properties, assets or operations.

“Hazardous Substance”

means (a) any material, substance or waste that is listed, defined, or regulated as a “hazardous substance,” “hazardous

waste,” “toxic substance,” “hazardous material,” or word of similar import or regulatory effect under Environmental

Laws; and (b) petroleum products or byproducts, including derivatives and fraction thereof, asbestos, lead-based paint, polychlorinated

biphenyls, per- and polyfluoroalkyl substances, radioactive materials, and toxic mold.

“Indebtedness”

means, with respect to any Person as of any time, without duplication, (a) any liabilities for borrowed money or amounts owed (other than

trade accounts payable incurred in the ordinary course of business), (b) all guaranties, endorsements, indemnities and other contingent

obligations in respect of Indebtedness of others, whether or not the same are or should be reflected in the Company’s balance sheet

(or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in

the ordinary course of business; and (c) the present value of any lease payments due under leases required to be capitalized in accordance

with GAAP.

“Initial Comfort

Letter” shall have the meaning assigned to such term in Section 7.2(xvi).

“Initial Investor

Legal Fee Expense Reimbursement” shall have the meaning assigned to such term in Section 10.1(i).

“Initial Registration

Statement” shall have the meaning assigned to such term in the Registration Rights Agreement.

“Intellectual

Property Rights” shall have the meaning assigned to such term in Section 5.19.

“Intraday Purchase”

shall have the meaning assigned to such term in Section 3.2.

“Intraday

Purchase Commencement Time” means, with respect to an Intraday Purchase made pursuant to Section 3.2, the time on the

Purchase Date for such Intraday Purchase that is the latest of: (i) the Market Open Purchase Ending Time of the Market Open

Purchase Period for the Market Open Purchase preceding the Intraday Purchase Period for such Intraday Purchase occurring on the same

Purchase Date as such earlier Market Open Purchase, if the Company has timely delivered a Market Open Purchase Notice to the

Investor for a Market Open Purchase on such Purchase Date, (ii) the Intraday Purchase Ending Time of the Intraday Purchase Period

for the most recent prior Intraday Purchase, if any, occurring on the same Purchase Date as such Intraday Purchase, and (iii) the

Investor’s timely receipt (acknowledged by email correspondence to each of the individual notice recipients of the Company set

forth in the applicable Intraday Purchase Notice, other than via auto-reply) from the Company of the applicable Intraday Purchase

Notice for such Intraday Purchase on the applicable Purchase Date therefor.

“Intraday Purchase

Ending Time” means, with respect to an Intraday Purchase made pursuant to Section 3.2, the time on the Purchase Date for

such Intraday Purchase that is the earliest of: (i) 3:59 p.m., New York City time, on the applicable Purchase Date for such Intraday

Purchase, or such earlier time publicly announced by the Trading Market (or, if the Common Stock is then listed on an Eligible Market,

by such Eligible Market) as the official close of the primary (or “regular”) trading session on the Trading Market (or on

such Eligible Market, as applicable) on such Purchase Date; (ii) immediately at such time following the Intraday Purchase Commencement

Time of the Intraday Purchase Period for such Intraday Purchase that the total number (or volume) of shares of Common Stock traded on

the Trading Market (or on such Eligible Market, as applicable) during such Intraday Purchase Period has exceeded the applicable Intraday

Purchase Share Volume Maximum for such Intraday Purchase (taking into account the Intraday Purchase Percentage specified by the Company

in the applicable Intraday Purchase Notice for such Intraday Purchase); provided, however, that the calculation of the total

number (or volume) of shares of Common Stock traded on the Trading Market (or on such Eligible Market, as applicable) during such Intraday

Purchase Period shall exclude from such calculation all shares of Common Stock traded in any of the following transactions, to the extent

they occur during such Intraday Purchase Period (as applicable): (A) the opening or first purchase of Common Stock at or following the

official open of such primary (or “regular”) trading session that is reported in the consolidated system on such Purchase

Date, (B) the last or closing sale of Common Stock at or prior to the official close of such primary (or “regular”) trading

session that is reported in the consolidated system on such Purchase Date (as applicable), and (C) provided the Company shall have specified

in the applicable Intraday Purchase Notice that clause (iii) below shall not trigger the Intraday Purchase Ending Time for such Intraday

Purchase (such specification by the Company, whether in an Intraday Purchase Notice or in a Market Open Purchase Notice, a “Limit

Order Continue Election”), all sales of Common Stock on the Trading Market (or on such Eligible Market, as applicable) during

such Intraday Purchase Period at a Sale Price that is less than the applicable Intraday Purchase Minimum Price Threshold; and (iii) provided

the Company shall have specified in the applicable Intraday Purchase Notice that this clause (iii) shall trigger the Intraday Purchase

Ending Time for such Intraday Purchase (such specification by the Company, whether in an Intraday Purchase Notice or in a Market Open

Purchase Notice, a “Limit Order Discontinue Election”), immediately at such time following the Intraday Purchase

Commencement Time of the Intraday Purchase Period for such Intraday Purchase that the Sale Price of any share of Common Stock traded on

the Trading Market (or on such Eligible Market, as applicable) during such Intraday Purchase Period is less than the applicable Intraday

Purchase Minimum Price Threshold; provided, however, that the determination of whether the Sale Price of any share of Common

Stock traded during such Intraday Purchase Period is less than the applicable Intraday Purchase Minimum Price Threshold shall exclude

(A) the opening or first purchase of Common Stock at or following the official open of such primary (or “regular”) trading

session that is reported in the consolidated system on such Purchase Date and (B) the last or closing sale of Common Stock at or prior

to the official close of such primary (or “regular”) trading session that is reported in the consolidated system on such Purchase

Date (as applicable). All such calculations shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend,

stock split, reverse stock split or other similar transaction.

“Intraday Purchase

Maximum Amount” means, with respect to an Intraday Purchase made pursuant to Section 3.2, such number of shares of Common

Stock equal to the lesser of: (i) two (2) million shares, and (ii) the product of (A) the Intraday Purchase Percentage specified by the

Company in the applicable Intraday Purchase Notice for such Intraday Purchase, multiplied by (B) the total number (or volume) of shares

of Common Stock traded on the Trading Market (or, if the Common Stock is then listed on an Eligible Market, on such Eligible Market) during

the Intraday Purchase Period for such Intraday Purchase; provided, however, that the calculation of the total number (or

volume) of shares of Common Stock traded on the Trading Market (or on such Eligible Market, as applicable) during such Intraday Purchase

Period referred to in clause (ii)(B) above shall exclude from such calculation all shares of Common Stock traded in any of the following

transactions, to the extent they occur during such Intraday Purchase Period (as applicable): (1) the opening or first purchase of Common

Stock at or following the official open of such primary (or “regular”) trading session that is reported in the consolidated

system on such Purchase Date, (2) the last or closing sale of Common Stock at or prior to the official close of such primary (or “regular”)

trading session that is reported in the consolidated system on such Purchase Date (as applicable), and (3) provided the Company shall

have specified a Limit Order Continue Election in the applicable Intraday Purchase Notice for such Intraday Purchase, all sales of Common

Stock on the Trading Market (or on such Eligible Market, as applicable) during such Intraday Purchase Period at a Sale Price that is less

than the applicable Intraday Purchase Minimum Price Threshold. All such calculations shall be appropriately adjusted for any reorganization,

recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction.

“Intraday Purchase

Minimum Price Threshold” means, with respect to an Intraday Purchase made pursuant to Section 3.2, either (a) the dollar

amount specified by the Company in the applicable Intraday Purchase Notice for such Intraday Purchase as the per share minimum Sale Price

threshold to be used in determining whether the event in clause (iii) of the definition of “Intraday Purchase Ending Time”

shall have occurred during the applicable Intraday Purchase Period for such Intraday Purchase, if the Company shall have specified a Limit

Order Discontinue Election in the applicable Intraday Purchase Notice for such Intraday Purchase, or (b) the dollar amount specified by

the Company in the applicable Intraday Purchase Notice for such Intraday Purchase as the per share minimum Sale Price threshold to be

used in determining the sales of Common Stock during the applicable Intraday Purchase Period that shall be excluded from the calculation

of the total number (or volume) of shares of Common Stock traded on the Trading Market (or on such Eligible Market, as applicable) during

such Intraday Purchase Period, if the Company shall have specified a Limit Order Continue Election in the applicable Intraday Purchase

Notice for such Intraday Purchase; provided, however, that in each case if the Company has not specified any such dollar

amount as the per share minimum Sale Price threshold in the applicable Intraday Purchase Notice for such Intraday Purchase, then the per

share minimum Sale Price threshold to be used in such Intraday Purchase shall be such dollar amount equal to the product of (a) the Closing

Sale Price of the Common Stock on the Trading Day immediately preceding the Purchase Date for such Intraday Purchase, multiplied by (b)

0.75. All such calculations shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split,

reverse stock split or other similar transaction.

“Intraday

Purchase Notice” means, with respect to an Intraday Purchase made pursuant to Section 3.2, an irrevocable written

notice from the Company to the Investor, specifying the Intraday Purchase Percentage that shall apply to such Intraday Purchase and

whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such Intraday Purchase, and directing

the Investor to subscribe for and purchase a specified Intraday Purchase Share Amount (such specified Intraday Purchase Share Amount

subject to automatic adjustment as set forth in Section 3.2 as necessary to give effect to the applicable Intraday Purchase Maximum

Amount for such Intraday Purchase), at the applicable Intraday Purchase Price therefor on the Purchase Date for such Intraday

Purchase in accordance with this Agreement, that is delivered by the Company to the Investor and received by the Investor (i) after

the latest of (X) 10:00 a.m., New York City time, on such Purchase Date, if the Company has not timely delivered a Market

Open Purchase Notice to the Investor for a Market Open Purchase on such Purchase Date, (Y) the Market Open Purchase Ending Time of

the Market Open Purchase Period for the Market Open Purchase preceding the Intraday Purchase Period for such Intraday Purchase

occurring on the same Purchase Date as such earlier Market Open Purchase, if the Company has timely delivered a Market Open Purchase

Notice to the Investor for a Market Open Purchase on such Purchase Date, and (Z) the Intraday Purchase Ending Time of the Intraday

Purchase Period for the most recent prior Intraday Purchase, if any, occurring on the same Purchase Date as such Intraday Purchase,

and (ii) prior to the earlier of (X) 2:00 p.m., New York City time, on such Purchase Date and (Y) such time that is exactly

two (2) hours immediately prior to the official close of the primary (or “regular”) trading session on the Trading

Market (or, if the Common Stock is then listed on an Eligible Market, on such Eligible Market) on such Purchase Date, if the Trading

Market (or such Eligible Market, as applicable) has theretofore publicly announced that the official close of the primary (or

“regular”) trading session on the Trading Market (or on such Eligible Market, as applicable) on such Purchase Date shall

be earlier than 4:00 p.m., New York City time, on such Purchase Date.

“Intraday Purchase

Percentage” means, with respect to an Intraday Purchase made pursuant to Section 3.2, the percentage specified by the Company

in the applicable Intraday Purchase Notice for such Intraday Purchase, which shall not exceed 25.0%, for purposes of calculating, among

other things, the Intraday Purchase Maximum Amount, the Intraday Purchase Share Amount and the Intraday Purchase Share Volume Maximum,

in each case applicable to such Intraday Purchase.

“Intraday Purchase

Period” means, with respect to an Intraday Purchase made pursuant to Section 3.2, the period on the Purchase Date for such

Intraday Purchase, beginning at the applicable Intraday Purchase Commencement Time and ending at the applicable Intraday Purchase Ending

Time on such Purchase Date for such Intraday Purchase.

“Intraday

Purchase Price” means, with respect to an Intraday Purchase made pursuant to Section 3.2, the purchase price per Share

to be purchased by the Investor in such Intraday Purchase, equal to the product of (i) 0.97 multiplied by (ii) the VWAP of the

Common Stock for the applicable Intraday Purchase Period on the applicable Purchase Date for such Intraday Purchase; provided, however,

that the calculation of the VWAP for the Common Stock for the Intraday Purchase Period for an Intraday Purchase shall exclude each

of the following transactions, to the extent they occur during such Intraday Purchase Period (as applicable): (A) the opening or

first purchase of Common Stock at or following the official open of such primary (or “regular”) trading session that is

reported in the consolidated system on such Purchase Date, (B) the last or closing sale of Common Stock at or prior to the official

close of such primary (or “regular”) trading session that is reported in the consolidated system on such Purchase Date

(as applicable), and (C) provided the Company shall have specified a Limit Order Continue Election in the applicable Intraday

Purchase Notice for such Intraday Purchase, all sales of Common Stock on the Trading Market (or on such Eligible Market, as

applicable) during such Intraday Purchase Period at a Sale Price that is less than the applicable Intraday Purchase Minimum Price

Threshold for such Intraday Purchase. All such calculations shall be appropriately adjusted for any stock dividend, stock split,

stock combination, recapitalization or other similar transaction.

“Intraday Purchase

Share Amount” means, with respect to an Intraday Purchase made pursuant to Section 3.2, the total number of Shares to be

purchased by the Investor in such Intraday Purchase as specified by the Company in the applicable Intraday Purchase Notice for such Intraday

Purchase, which total number of Shares shall not exceed the Intraday Purchase Maximum Amount applicable to such Intraday Purchase, taking

into account the Intraday Purchase Percentage specified by the Company in the applicable Intraday Purchase Notice for such Intraday Purchase

(and such number of Shares specified by the Company in the applicable Intraday Purchase Notice for such Intraday Purchase shall be subject

to automatic adjustment in accordance with Section 3.2 as necessary to give effect to the Intraday Purchase Maximum Amount limitation

applicable to such Intraday Purchase, taking into account the Intraday Purchase Percentage specified by the Company in the applicable

Intraday Purchase Notice for such Intraday Purchase, as set forth in this Agreement).

“Intraday Purchase

Share Volume Maximum” means, with respect to an Intraday Purchase made pursuant to Section 3.2, a number of shares of Common

Stock equal to the quotient obtained by dividing (i) the Intraday Purchase Share Amount to be purchased by the Investor in such Intraday

Purchase, by (ii) the Intraday Purchase Percentage specified by the Company in the applicable Intraday Purchase Notice for such Intraday

Purchase (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or

other similar transaction).

“Investment Period”

means the period commencing on the Commencement Date and expiring on the date this Agreement is subsequently terminated pursuant to Article

VIII.

“Investor”

shall have the meaning assigned to such term in the preamble of this Agreement.

“Investor Party”

shall have the meaning assigned to such term in Section 9.1.

“Issuer Covered

Person” shall have the meaning assigned to such term in Section 5.45.

“IT Systems”

means all computer systems, Software and hardware, information technology equipment, network equipment, electronic data processing equipment,

communication equipment, networks, peripherals and other information technology systems, in each case, used and controlled, or owned,

by the Company or any of its Subsidiaries.

“Knowledge”

means the actual knowledge of any of (i) the Company’s Chief Executive Officer and (ii) the Company’s Chief Financial Officer,

in each case after reasonable inquiry of all officers, directors and employees of the Company under such Person’s direct supervision

who would reasonably be expected to have knowledge or information with respect to the matter in question.

“Law”

means any federal, state, provincial, local, foreign, national or supranational statute, law (including common law), act, statute, ordinance,

treaty, rule, code, regulation or other binding directive issued, promulgated or enforced by a Governmental Entity having jurisdiction

over a given matter.

“Limit Order Continue

Election” shall have the meaning assigned to such term in the definition of “Intraday Purchase Ending Time,”

which election shall be applicable to any Purchase effected by the Company contemplated under Article III of this Agreement, if such election

is specified by the Company in the applicable Purchase Notice for such Purchase.

“Limit Order Discontinue

Election” shall have the meaning assigned to such term in the definition of “Intraday Purchase Ending Time,”

which election shall be applicable to any Purchase effected by the Company contemplated under Article III of this Agreement, if such election

is specified by the Company in the applicable Purchase Notice for such Purchase.

“Market Open Purchase”

shall have the meaning assigned to such term in Section 3.1.

“Market Open Purchase

Commencement Time” means, with respect to a Market Open Purchase made pursuant to Section 3.1, 9:30:01 a.m., New York City

time, on the Purchase Date for such Market Open Purchase, or such later time on such Purchase Date publicly announced by the Trading Market

(or, if the Common Stock is then listed on an Eligible Market, by such Eligible Market) as the official open of the primary (or “regular”)

trading session on the Trading Market (or on such Eligible Market, as applicable) on such Purchase Date.

“Market Open

Purchase Ending Time” means, with respect to a Market Open Purchase made pursuant to Section 3.1, the time on the

Purchase Date for such Market Open Purchase that is the earliest of: (i) 3:59 p.m., New York City time, on the applicable

Purchase Date for such Market Open Purchase, or such earlier time publicly announced by the Trading Market (or, if the Common Stock

is then listed on an Eligible Market, by such Eligible Market) as the official close of the primary (or “regular”)

trading session on the Trading Market (or on such Eligible Market, as applicable) on such Purchase Date; (ii) immediately at such

time following the Market Open Purchase Commencement Time of the Market Open Purchase Period for such Market Open Purchase that the

total number (or volume) of shares of Common Stock traded on the Trading Market (or on such Eligible Market, as applicable) during

such Market Open Purchase Period has exceeded the applicable Market Open Purchase Share Volume Maximum for such Market Open Purchase

(taking into account the Market Open Purchase Percentage specified by the Company in the applicable Market Open Purchase Notice for

such Market Open Purchase); provided, however, that the calculation of the total number (or volume) of shares of

Common Stock traded on the Trading Market (or on such Eligible Market, as applicable) during such Market Open Purchase Period shall

exclude from such calculation all shares of Common Stock traded in any of the following transactions, to the extent they occur

during such Market Open Purchase Period (as applicable): (A) the opening or first purchase of Common Stock at or following the

official open of such primary (or “regular”) trading session that is reported in the consolidated system on such

Purchase Date, (B) the last or closing sale of Common Stock at or prior to the official close of such primary (or

“regular”) trading session that is reported in the consolidated system on such Purchase Date (as applicable), and (C)

provided the Company shall have specified a Limit Order Continue Election in the applicable Market Open Purchase Notice for such

Market Open Purchase, all sales of Common Stock on the Trading Market (or on such Eligible Market, as applicable) during such Market

Open Purchase Period at a Sale Price that is less than the applicable Market Open Purchase Minimum Price Threshold; and (iii)

provided the Company shall have specified a Limit Order Discontinue Election in the applicable Market Open Purchase Notice for such

Market Open Purchase, immediately at such time following the Market Open Purchase Commencement Time of the Market Open Purchase

Period for such Market Open Purchase that the Sale Price of any share of Common Stock traded on the Trading Market (or on such

Eligible Market, as applicable) during such Market Open Purchase Period is less than the applicable Market Open Purchase Minimum

Price Threshold; provided, however, that the determination of whether the Sale Price of any share of Common Stock

traded during such Market Open Purchase Period is less than the applicable Market Open Purchase Minimum Price Threshold shall

exclude (A) the opening or first purchase of Common Stock at or following the official open of such primary (or

“regular”) trading session that is reported in the consolidated system on such Purchase Date and (B) the last or closing

sale of Common Stock at or prior to the official close of such primary (or “regular”) trading session that is reported

in the consolidated system on such Purchase Date (as applicable). All such calculations shall be appropriately adjusted for any

reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction.

“Market Open Purchase

Maximum Amount” means, with respect to a Market Open Purchase made pursuant to Section 3.1, such number of shares of Common

Stock equal to the lesser of: (i) two (2) million shares, and (ii) the product of (A) the Market Open Purchase Percentage specified by

the Company in the applicable Market Open Purchase Notice for such Market Open Purchase, multiplied by (B) the total number (or volume)

of shares of Common Stock traded on the Trading Market (or, if the Common Stock is then listed on an Eligible Market, on such Eligible

Market) during the Market Open Purchase Period for such Market Open Purchase; provided, however, that the calculation of

the total number (or volume) of shares of Common Stock traded on the Trading Market (or on such Eligible Market, as applicable) during

such Market Open Purchase Period referred to in clause (ii)(B) above shall exclude from such calculation all shares of Common Stock traded

in any of the following transactions, to the extent they occur during such Market Open Purchase Period (as applicable): (1) the opening

or first purchase of Common Stock at or following the official open of such primary (or “regular”) trading session that is

reported in the consolidated system on such Purchase Date, (2) the last or closing sale of Common Stock at or prior to the official close

of such primary (or “regular”) trading session that is reported in the consolidated system on such Purchase Date (as applicable),

and (3) provided the Company shall have specified a Limit Order Continue Election in the applicable Market Open Purchase Notice for such

Market Open Purchase, all sales of Common Stock on the Trading Market (or on such Eligible Market, as applicable) during such Market Open

Purchase Period at a Sale Price that is less than the applicable Market Open Purchase Minimum Price Threshold. All such calculations shall

be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar

transaction.

“Market Open

Purchase Minimum Price Threshold” means, with respect to a Market Open Purchase made pursuant to Section 3.1, either

(a) the dollar amount specified by the Company in the applicable Market Open Purchase Notice for such Market Open Purchase as the

per share minimum Sale Price threshold to be used in determining whether the event in clause (iii) of the definition of

“Market Open Purchase Ending Time” shall have occurred during the applicable Market Open Purchase Period for such Market

Open Purchase, if the Company shall have specified a Limit Order Discontinue Election in the applicable Market Open Purchase Notice

for such Market Open Purchase, or (b) the dollar amount specified by the Company in the applicable Market Open Purchase Notice for

such Market Open Purchase as the per share minimum Sale Price threshold to be used in determining the sales of Common Stock during

the applicable Market Open Purchase Period that shall be excluded from the calculation of the total number (or volume) of shares of

Common Stock traded on the Trading Market (or on such Eligible Market, as applicable) during such Market Open Purchase Period, if

the Company shall have specified a Limit Order Continue Election in the applicable Market Open Purchase Notice for such Market Open

Purchase; provided, however, that in each case if the Company has not specified any such dollar amount as the per

share minimum Sale Price threshold in the applicable Market Open Purchase Notice for such Market Open Purchase, then the per share

minimum Sale Price threshold to be used in such Market Open Purchase shall be such dollar amount equal to the product of (a) the

Closing Sale Price of the Common Stock on the Trading Day immediately preceding the Purchase Date for such Market Open Purchase,

multiplied by (b) 0.75. All such calculations shall be appropriately adjusted for any reorganization, recapitalization, non-cash

dividend, stock split, reverse stock split or other similar transaction.

“Market Open Purchase

Notice” means, with respect to a Market Open Purchase made pursuant to Section 3.1, an irrevocable written notice delivered

by the Company to the Investor, and received by the Investor, after 7:30 a.m., New York City time, and prior to 9:00 a.m., New York City

time, on the Purchase Date for such Market Open Purchase, specifying the Market Open Purchase Percentage that shall apply to such Market

Open Purchase and whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such Market Open Purchase,

and directing the Investor to subscribe for and purchase a specified Market Open Purchase Share Amount (such specified Market Open Purchase

Share Amount subject to automatic adjustment as set forth in Section 3.1 as necessary to give effect to the applicable Market Open Purchase

Maximum Amount for such Market Open Purchase), at the applicable Market Open Purchase Price therefor on such Purchase Date for such Market

Open Purchase in accordance with this Agreement.

“Market Open Purchase

Percentage” means, with respect to a Market Open Purchase made pursuant to Section 3.1, the percentage specified by the

Company in the applicable Market Open Purchase Notice for such Market Open Purchase, which shall not exceed 25.0%, for purposes of calculating,

among other things, the Market Open Purchase Maximum Amount, the Market Open Purchase Share Amount and the Market Open Purchase Share

Volume Maximum, in each case applicable to such Market Open Purchase.

“Market Open Purchase

Period” means, with respect to a Market Open Purchase made pursuant to Section 3.1, the period on the Purchase Date for

such Market Open Purchase, beginning at the applicable Market Open Purchase Commencement Time and ending at the applicable Market Open

Purchase Ending Time on such Purchase Date for such Market Open Purchase.

“Market Open

Purchase Price” means, with respect to a Market Open Purchase made pursuant to Section 3.1, the purchase price per

Share to be purchased by the Investor in such Market Open Purchase, equal to the product of (i) 0.97 multiplied by (ii) the VWAP of

the Common Stock for the applicable Market Open Purchase Period on the applicable Purchase Date for such Market Open Purchase; provided, however,

that the calculation of the VWAP for the Common Stock for the Market Open Purchase Period for a Market Open Purchase shall exclude

each of the following transactions, to the extent they occur during such Market Open Purchase Period (as applicable): (A) the

opening or first purchase of Common Stock at or following the official open of such primary (or “regular”) trading

session that is reported in the consolidated system on such Purchase Date, (B) the last or closing sale of Common Stock at or prior

to the official close of such primary (or “regular”) trading session that is reported in the consolidated system on such

Purchase Date (as applicable), and (C) provided the Company shall have specified a Limit Order Continue Election in the applicable

Market Open Purchase Notice for such Market Open Purchase, all sales of Common Stock on the Trading Market (or on such Eligible

Market, as applicable) during such Market Open Purchase Period at a Sale Price that is less than the applicable Market Open Purchase

Minimum Price Threshold for such Market Open Purchase. All such calculations shall be appropriately adjusted for any stock dividend,

stock split, stock combination, recapitalization or other similar transaction.

“Market Open Purchase

Share Amount” means, with respect to a Market Open Purchase made pursuant to Section 3.1, the total number of Shares to

be purchased by the Investor in such Market Open Purchase as specified by the Company in the applicable Market Open Purchase Notice for

such Market Open Purchase, which total number of Shares shall not exceed the Market Open Purchase Maximum Amount applicable to such Market

Open Purchase, taking into account the Market Open Purchase Percentage specified by the Company in the applicable Market Open Purchase

Notice for such Market Open Purchase (and such number of Shares specified by the Company in the applicable Market Open Purchase Notice

for such Market Open Purchase shall be subject to automatic adjustment in accordance with Section 3.1 as necessary to give effect to the

Market Open Purchase Maximum Amount limitation applicable to such Market Open Purchase, taking into account the Market Open Purchase Percentage

specified by the Company in the applicable Market Open Purchase Notice for such Market Open Purchase, as set forth in this Agreement).

“Market Open Purchase

Share Volume Maximum” means, with respect to a Market Open Purchase made pursuant to Section 3.1, a number of shares of

Common Stock equal to the quotient obtained by dividing (i) the Market Open Purchase Share Amount to be purchased by the Investor in such

Market Open Purchase, by (ii) the Market Open Purchase Percentage specified by the Company in the applicable Market Open Purchase Notice

for such Market Open Purchase (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split,

reverse stock split or other similar transaction).

“Material

Adverse Effect” means (i) any condition, occurrence, state of facts or event having, or insofar as reasonably can be

foreseen would likely have, any effect on the business, operations, properties or financial condition of the Company as set forth in

the Commission Documents that is material and adverse to the Company and its Subsidiaries, taken as a whole, excluding any facts,

circumstances, changes or effects, individually or in the aggregate, exclusively and directly resulting from, relating to or arising

out of any of the following: (a) changes in conditions in the U.S. or global capital, credit or financial markets generally,

including changes in the availability of capital or currency exchange rates, provided such changes shall not have affected the

Company in a materially disproportionate manner as compared to other similarly situated companies, (b) changes generally

affecting the industries in which the Company and its Subsidiaries operate, provided such changes shall not have affected the

Company and its Subsidiaries, taken as a whole, in a materially disproportionate manner as compared to other similarly situated

companies, (c) any effect of the announcement of, or the consummation of the transactions contemplated by, this Agreement and

the Registration Rights Agreement on the Company’s or any of its Subsidiaries’ relationships, contractual or otherwise,

with customers, suppliers, vendors, bank lenders, strategic venture partners or employees, (d) changes arising in connection with

earthquakes, hostilities, acts of war, sabotage or terrorism or military actions or any escalation or material worsening of any such

hostilities, acts of war, sabotage or terrorism or military actions existing as of the date hereof, (e) any action taken by the

Investor, any of its officers, its sole member or the Investor’s Broker-Dealer, or any of such Person’s successors with

respect to the transactions contemplated by this Agreement and the Registration Rights Agreement, and (f) the effect of any changes

in applicable Laws or accounting rules, provided such changes shall not have affected the Company and its Subsidiaries, taken as a

whole, in a materially disproportionate manner as compared to other similarly situated companies; (ii) any condition, occurrence,

state of facts or event having, or insofar as reasonably can be foreseen would likely have, any material adverse effect on the

legality, validity or enforceability of any of the Transaction Documents or the transactions contemplated thereby; or (iii) any

condition, occurrence, state of facts or event that would, or insofar as reasonably can be foreseen would likely, prohibit or

otherwise materially interfere with or delay the ability of the Company to perform any of its obligations under any of the

Transaction Documents to which it is a party.

“Material Permits”

shall have the meaning assigned to such term in Section 5.17.

“Minimum Price”

means $0.8189, representing the Nasdaq official closing price of the Common Stock on the Trading Market (as reflected on Nasdaq.com) on

the Trading Day immediately preceding the date of this Agreement (subject to adjustment for any reorganization, recapitalization, non-cash

dividend, stock split, reverse stock split or other similar transaction that occurs on or after the date of this Agreement).

“Money Laundering

Laws” shall have the meaning assigned to such term in Section 5.37.

“MPA

Period” means: (i) with respect to the first publication or distribution of a research report (as such term is defined

in Rule 500 of Regulation AC) concerning the Company by any Affiliate of the Investor, including, without limitation, RCP, the

period commencing at 5:00 p.m., New York City time, on the eleventh (11th) Trading Day immediately preceding the Trading

Day on which any Affiliate of the Investor, including, without limitation, RCP, shall have published or distributed any research

report (as such term is defined in Rule 500 of Regulation AC) concerning the Company, and ending at 6:00 a.m., New York City time,

on the eleventh (11th) Trading Day immediately following the Trading Day on which any Affiliate of the Investor,

including, without limitation, RCP, shall have published or distributed any research report (as such term is defined in Rule 500 of

Regulation AC) concerning the Company; (ii) with respect to any subsequent publication or distribution of a research report (as such

term is defined in Rule 500 of Regulation AC) concerning the Company by any Affiliate of the Investor, including, without

limitation, RCP, the period commencing at 5:00 p.m., New York City time, on the fourth (4th) Trading Day immediately

preceding the Trading Day on which any Affiliate of the Investor, including, without limitation, RCP, shall have published or

distributed any research report (as such term is defined in Rule 500 of Regulation AC) concerning the Company, and ending at 6:00

a.m., New York City time, on the fourth (4th) Trading Day immediately following the Trading Day on which any Affiliate of

the Investor, including, without limitation, RCP, shall have published or distributed any research report (as such term is defined

in Rule 500 of Regulation AC) concerning the Company; and (iii) with respect to any non-deal road show or investor conference,

investor marketing event or pre-scheduled series of investor meetings (either in person or virtual) that is hosted (or substantially

coordinated, organized, arranged or facilitated) by any Affiliate of the Investor, including without limitation RCP, at which the

Company shall have agreed to participate (a “Scheduled Investor Marketing Event”), the period commencing

at 5:00 p.m., New York City time, on the fourth (4th) Trading Day immediately preceding the first Trading Day on which

the Scheduled Marketing Event occurred, and ending at 6:00 a.m., New York City time, on the fourth (4th) Trading Day

immediately following the last Trading Day on which such Scheduled Marketing Event had occurred, provided that a Scheduled

Marketing Event shall not include any event at which an Affiliate of the Investor merely attends as a participant or provides de

minimis administrative assistance.

“New Registration

Statement” shall have the meaning assigned to such term in the Registration Rights Agreement.

“Non-Affiliate

Shares” shall have the meaning assigned to such term in Section 5.46.

“Notice of Effectiveness”

shall have the meaning assigned to such term in Section 10.1(iv).

“OFAC”

shall have the meaning assigned to such term in Section 5.36.

“Order”

means any outstanding writ, order, judgment, injunction, binding decision or determination, award, ruling, subpoena, verdict or decree

entered, issued or rendered by any Governmental Entity.

“PEA Period”

means the period commencing at 9:30 a.m., New York City time, on the fifth (5th) Trading Day immediately prior to the filing

of (i) any post-effective amendment to the Initial Registration Statement or any New Registration Statement or (ii) any New Registration

Statement, as applicable, and ending at 9:30 a.m., New York City time, on the Trading Day immediately following, the Effective Date of

such post-effective amendment or New Registration Statement, as applicable.

“Permits”

means all franchises, grants, authorizations, licenses, permits, easements, consents, certificates exemptions, waivers and Orders of any

Governmental Entity required for the conduct of the business conducted by the Company and its Subsidiaries.

“Person”

means any person or entity, whether a natural person, trustee, corporation, partnership, limited partnership, limited liability company,

trust, unincorporated organization, business association, firm, joint venture or Governmental Entity.

“Post-Market Purchase”

shall have the meaning assigned to such term in Section 3.3(b).

“Post-Market

Purchase Commencement Time” means, with respect to a Post-Market Purchase made pursuant to Section 3.3(b), such time

after 4:05 p.m., New York City time, on the Purchase Date for such Post-Market Purchase that the Investor shall have timely received

from the Company a valid Post-Market Purchase Notice for such Post-Market Purchase, as acknowledged by email correspondence from the

Investor to each of the individual notice recipients of the Company set forth in the applicable Post-Market Purchase Notice, other

than via auto-reply, such email correspondence confirming the applicable commencement time of the Post-Market Purchase Period for

such Post-Market Purchase on such Purchase Date therefor.

“Post-Market Purchase

Ending Time” means, with respect to a Post-Market Purchase made pursuant to Section 3.3(b), the time on the Purchase Date

for such Post-Market Purchase that is the earliest of: (i) 6:00:00 p.m., New York City time, on the Purchase Date for such Post-Market

Purchase; (ii) immediately at such time following the Post-Market Purchase Commencement Time of the Post-Market Purchase Period for such

Post-Market Purchase that the total number (or volume) of shares of Common Stock traded on the Trading Market (or on such Eligible Market,

as applicable) during such Post-Market Purchase Period has exceeded the applicable Post-Market Purchase Share Volume Maximum for such

Post-Market Purchase (taking into account the Post-Market Purchase Percentage specified by the Company in the applicable Post-Market Purchase

Notice for such Post-Market Purchase); provided, however, that, if the Company shall have specified a Limit Order Continue

Election in the applicable Post-Market Purchase Notice for such Post-Market Purchase, the calculation of the total number (or volume)

of shares of Common Stock traded on the Trading Market (or on such Eligible Market, as applicable) during such Post-Market Purchase Period

shall exclude from such calculation all sales of Common Stock on the Trading Market (or on such Eligible Market, as applicable) during

such Post-Market Purchase Period at a Sale Price that is less than the applicable Post-Market Purchase Minimum Price Threshold; and (iii)

provided the Company shall have specified a Limit Order Discontinue Election in the applicable Post-Market Purchase Notice for such Post-Market

Purchase, immediately at such time following the Post-Market Purchase Commencement Time of the Post-Market Purchase Period for such Post-Market

Purchase that the Sale Price of any share of Common Stock traded on the Trading Market (or on such Eligible Market, as applicable) during

such Post-Market Purchase Period is less than the applicable Post-Market Purchase Minimum Price Threshold. All such calculations shall

be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar

transaction.

“Post-Market Purchase

Maximum Amount” means, with respect to a Post-Market Purchase made pursuant to Section 3.3(b), such number of shares of

Common Stock equal to the lesser of: (i) one (1) million shares, and (ii) the product of (A) the Post-Market Purchase Percentage specified

by the Company in the applicable Post-Market Purchase Notice for such Post-Market Purchase, multiplied by (B) the total number (or volume)

of shares of Common Stock traded on the Trading Market (or, if the Common Stock is then listed on an Eligible Market, on such Eligible

Market) during the Post-Market Purchase Period for such Post-Market Purchase; provided, however, that, if the Company shall

have specified a Limit Order Continue Election in the applicable Post-Market Purchase Notice for such Post-Market Purchase, the calculation

of the total number (or volume) of shares of Common Stock traded on the Trading Market (or on such Eligible Market, as applicable) during

such Post-Market Purchase Period referred to in clause (ii)(B) above shall exclude from such calculation all sales of Common Stock on

the Trading Market (or on such Eligible Market, as applicable) during such Post-Market Purchase Period at a Sale Price that is less than

the applicable Post-Market Purchase Minimum Price Threshold. All such calculations shall be appropriately adjusted for any reorganization,

recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction.

“Post-Market Purchase

Minimum Price Threshold” means, with respect to a Post-Market Purchase made pursuant to Section 3.3(b), either (a) the dollar

amount specified by the Company in the applicable Post-Market Purchase Notice for such Post-Market Purchase as the per share minimum Sale

Price threshold to be used in determining whether the event in clause (iii) of the definition of “Post-Market Purchase Ending Time”

shall have occurred during the applicable Post-Market Purchase Period for such Post-Market Purchase, if the Company shall have specified

a Limit Order Discontinue Election in the applicable Post-Market Purchase Notice for such Post-Market Purchase, or (b) the dollar amount

specified by the Company in the applicable Post-Market Purchase Notice for such Post-Market Purchase as the per share minimum Sale Price

threshold to be used in determining the sales of Common Stock during the applicable Post-Market Purchase Period that shall be excluded

from the calculation of the total number (or volume) of shares of Common Stock traded on the Trading Market (or on such Eligible Market,

as applicable) during such Post-Market Purchase Period, if the Company shall have specified a Limit Order Continue Election in the applicable

Post-Market Purchase Notice for such Post-Market Purchase; provided, however, that in each case if the Company has not specified

any such dollar amount as the per share minimum Sale Price threshold in the applicable Post-Market Purchase Notice for such Post-Market

Purchase, then the per share minimum Sale Price threshold to be used in such Post-Market Purchase shall be such dollar amount equal to

the product of (a) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the Purchase Date for such Post-Market

Purchase, multiplied by (b) 0.75. All such calculations shall be appropriately adjusted for any reorganization, recapitalization, non-cash

dividend, stock split, reverse stock split or other similar transaction.

“Post-Market Purchase

Notice” means, with respect to a Post-Market Purchase made pursuant to Section 3.3(b), an irrevocable written notice delivered

by the Company to the Investor, and received by the Investor, after 4:05 p.m., New York City time, and prior to 5:00 p.m., New York City

time, on the Purchase Date for such Post-Market Purchase, specifying the Post-Market Purchase Percentage that shall apply to such Post-Market

Purchase and whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such Post-Market Purchase, and

directing the Investor to purchase a specified Post-Market Purchase Share Amount (such specified Post-Market Purchase Share Amount subject

to automatic adjustment as set forth in Section 3.3(b) as necessary to give effect to the applicable Post-Market Purchase Maximum Amount

for such Post-Market Purchase), at the applicable Post-Market Purchase Price therefor on such Purchase Date for such Post-Market Purchase

in accordance with this Agreement.

“Post-Market Purchase

Percentage” means, with respect to a Post-Market Purchase made pursuant to Section 3.3(b), the percentage specified by the

Company in the applicable Post-Market Purchase Notice for such Post-Market Purchase, which shall not exceed 20.0%, for purposes of calculating,

among other things, the Post-Market Purchase Maximum Amount, the Post-Market Purchase Share Amount and the Post-Market Purchase Share

Volume Maximum, in each case applicable to such Post-Market Purchase.

“Post-Market Purchase

Period” means, with respect to a Post-Market Purchase made pursuant to Section 3.3(b), the period on the Purchase Date for

such Post-Market Purchase, beginning at the applicable Post-Market Purchase Commencement Time and ending at the applicable Post-Market

Purchase Ending Time on such Purchase Date for such Post-Market Purchase.

“Post-Market Purchase

Price” means, with respect to a Post-Market Purchase made pursuant to Section 3.3(b), the purchase price per Share to be

purchased by the Investor in such Post-Market Purchase, equal to the product of (i) 0.94, multiplied by (ii) the VWAP of the Common Stock

for the applicable Post-Market Purchase Period on the applicable Purchase Date for such Post-Market Purchase; provided, however,

that, if the Company shall have specified a Limit Order Continue Election in the applicable Post-Market Purchase Notice for such Post-Market

Purchase, the calculation of the VWAP for the Common Stock for the Post-Market Purchase Period for a Post-Market Purchase shall exclude

from such calculation all sales of Common Stock on the Trading Market (or on such Eligible Market, as applicable) during such Post-Market

Purchase Period at a Sale Price that is less than the applicable Post-Market Purchase Minimum Price Threshold for such Post-Market Purchase.

All such calculations shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or other

similar transaction.

“Post-Market Purchase

Share Amount” means, with respect to a Post-Market Purchase made pursuant to Section 3.3(b), the total number of Shares

to be purchased by the Investor in such Post-Market Purchase as specified by the Company in the applicable Post-Market Purchase Notice

for such Post-Market Purchase, which total number of Shares shall not exceed the Post-Market Purchase Maximum Amount applicable to such

Post-Market Purchase, taking into account the Post-Market Purchase Percentage specified by the Company in the applicable Post-Market Purchase

Notice for such Post-Market Purchase (and such number of Shares specified by the Company in the applicable Post-Market Purchase Notice

for such Post-Market Purchase shall be subject to automatic adjustment in accordance with Section 3.3(b) as necessary to give effect to

the Post-Market Purchase Maximum Amount limitation applicable to such Post-Market Purchase, taking into account the Post-Market Purchase

Percentage specified by the Company in the applicable Post-Market Purchase Notice for such Post-Market Purchase, as set forth in this

Agreement).

“Post-Market Purchase

Share Volume Maximum” means, with respect to a Post-Market Purchase made pursuant to Section 3.3(b), a number of shares

of Common Stock equal to the quotient obtained by dividing (i) the Post-Market Purchase Share Amount to be purchased by the Investor in

such Post-Market Purchase, by (ii) the Post-Market Purchase Percentage specified by the Company in the applicable Post-Market Purchase

Notice for such Post-Market Purchase (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock

split, reverse stock split or other similar transaction).

“Pre-Market Purchase”

shall have the meaning assigned to such term in Section 3.3(a).

“Pre-Market Purchase

Commencement Time” means, with respect to a Pre-Market Purchase made pursuant to Section 3.3(a), such time after 7:00 a.m.,

New York City time, on the Purchase Date for such Pre-Market Purchase that the Investor shall have timely received from the Company a

valid Pre-Market Purchase Notice for such Pre-Market Purchase, as acknowledged by email correspondence from the Investor to each of the

individual notice recipients of the Company set forth in the applicable Pre-Market Purchase Notice, other than via auto-reply, such email

correspondence confirming the applicable commencement time of the Pre-Market Purchase Period for such Pre-Market Purchase on such Purchase

Date therefor.

“Pre-Market Purchase

Ending Time” means, with respect to a Pre-Market Purchase made pursuant to Section 3.3(a), the time on the Purchase Date

for such Pre-Market Purchase that is the earliest of: (i) 9:10:00 a.m., New York City time, on the Purchase Date for such Market

Open Purchase; (ii) immediately at such time following the Pre-Market Purchase Commencement Time of the Pre-Market Purchase Period for

such Pre-Market Purchase that the total number (or volume) of shares of Common Stock traded on the Trading Market (or on such Eligible

Market, as applicable) during such Pre-Market Purchase Period has exceeded the applicable Pre-Market Purchase Share Volume Maximum for

such Pre-Market Purchase (taking into account the Pre-Market Purchase Percentage specified by the Company in the applicable Pre-Market

Purchase Notice for such Pre-Market Purchase); provided, however, that, if the Company shall have specified a Limit Order

Continue Election in the applicable Pre-Market Purchase Notice for such Pre-Market Purchase, the calculation of the total number (or volume)

of shares of Common Stock traded on the Trading Market (or on such Eligible Market, as applicable) during such Pre-Market Purchase Period

shall exclude from such calculation all sales of Common Stock on the Trading Market (or on such Eligible Market, as applicable) during

such Pre-Market Purchase Period at a Sale Price that is less than the applicable Pre-Market Purchase Minimum Price Threshold; and (iii)

provided the Company shall have specified a Limit Order Discontinue Election in the applicable Pre-Market Purchase Notice for such Pre-Market

Purchase, immediately at such time following the Pre-Market Purchase Commencement Time of the Pre-Market Purchase Period for such Pre-Market

Purchase that the Sale Price of any share of Common Stock traded on the Trading Market (or on such Eligible Market, as applicable) during

such Pre-Market Purchase Period is less than the applicable Pre-Market Purchase Minimum Price Threshold. All such calculations shall be

appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar

transaction.

“Pre-Market Purchase

Maximum Amount” means, with respect to a Pre-Market Purchase made pursuant to Section 3.3(a), such number of shares of Common

Stock equal to the lesser of: (i) one (1) million shares, and (ii) the product of (A) the Pre-Market Purchase Percentage specified by

the Company in the applicable Pre-Market Purchase Notice for such Pre-Market Purchase, multiplied by (B) the total number (or volume)

of shares of Common Stock traded on the Trading Market (or, if the Common Stock is then listed on an Eligible Market, on such Eligible

Market) during the Pre-Market Purchase Period for such Pre-Market Purchase; provided, however, that, if the Company shall

have specified a Limit Order Continue Election in the applicable Pre-Market Purchase Notice for such Pre-Market Purchase, the calculation

of the total number (or volume) of shares of Common Stock traded on the Trading Market (or on such Eligible Market, as applicable) during

such Pre-Market Purchase Period referred to in clause (ii)(B) above shall exclude from such calculation all sales of Common Stock on the

Trading Market (or on such Eligible Market, as applicable) during such Pre-Market Purchase Period at a Sale Price that is less than the

applicable Pre-Market Purchase Minimum Price Threshold. All such calculations shall be appropriately adjusted for any reorganization,

recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction.

“Pre-Market

Purchase Minimum Price Threshold” means, with respect to a Pre-Market Purchase made pursuant to Section 3.3(a), either

(a) the dollar amount specified by the Company in the applicable Pre-Market Purchase Notice for such Pre-Market Purchase as the per

share minimum Sale Price threshold to be used in determining whether the event in clause (iii) of the definition of

“Pre-Market Purchase Ending Time” shall have occurred during the applicable Pre-Market Purchase Period for such

Pre-Market Purchase, if the Company shall have specified a Limit Order Discontinue Election in the applicable Pre-Market Purchase

Notice for such Pre-Market Purchase, or (b) the dollar amount specified by the Company in the applicable Pre-Market Purchase Notice

for such Pre-Market Purchase as the per share minimum Sale Price threshold to be used in determining the sales of Common Stock

during the applicable Pre-Market Purchase Period that shall be excluded from the calculation of the total number (or volume) of

shares of Common Stock traded on the Trading Market (or on such Eligible Market, as applicable) during such Pre-Market Purchase

Period, if the Company shall have specified a Limit Order Continue Election in the applicable Pre-Market Purchase Notice for such

Pre-Market Purchase; provided, however, that in each case if the Company has not specified any such dollar amount as

the per share minimum Sale Price threshold in the applicable Pre-Market Purchase Notice for such Pre-Market Purchase, then the per

share minimum Sale Price threshold to be used in such Pre-Market Purchase shall be such dollar amount equal to the product of (a)

the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the Purchase Date for such Pre-Market Purchase,

multiplied by (b) 0.75. All such calculations shall be appropriately adjusted for any reorganization, recapitalization, non-cash

dividend, stock split, reverse stock split or other similar transaction.

“Pre-Market Purchase

Notice” means, with respect to a Pre-Market Purchase made pursuant to Section 3.3(a), an irrevocable written notice delivered

by the Company to the Investor, and received by the Investor, after 7:00 a.m., New York City time, and prior to 8:30 a.m., New York City

time, on the Purchase Date for such Pre-Market Purchase, specifying the Pre-Market Purchase Percentage that shall apply to such Pre-Market

Purchase and whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such Pre-Market Purchase, and

directing the Investor to purchase a specified Pre-Market Purchase Share Amount (such specified Pre-Market Purchase Share Amount subject

to automatic adjustment as set forth in Section 3.3(a) as necessary to give effect to the applicable Pre-Market Purchase Maximum Amount

for such Pre-Market Purchase), at the applicable Pre-Market Purchase Price therefor on such Purchase Date for such Pre-Market Purchase

in accordance with this Agreement.

“Pre-Market Purchase

Percentage” means, with respect to a Pre-Market Purchase made pursuant to Section 3.3(a), the percentage specified by the

Company in the applicable Pre-Market Purchase Notice for such Pre-Market Purchase, which shall not exceed 20.0%, for purposes of calculating,

among other things, the Pre-Market Purchase Maximum Amount, the Pre-Market Purchase Share Amount and the Pre-Market Purchase Share Volume

Maximum, in each case applicable to such Pre-Market Purchase.

“Pre-Market Purchase

Period” means, with respect to a Pre-Market Purchase made pursuant to Section 3.3(a), the period on the Purchase Date for

such Pre-Market Purchase, beginning at the applicable Pre-Market Purchase Commencement Time and ending at the applicable Pre-Market Purchase

Ending Time on such Purchase Date for such Pre-Market Purchase.

“Pre-Market Purchase

Price” means, with respect to a Pre-Market Purchase made pursuant to Section 3.3(a), the purchase price per Share to be

purchased by the Investor in such Pre-Market Purchase, equal to the product of (i) 0.94, multiplied by (ii) the VWAP of the Common Stock

for the applicable Pre-Market Purchase Period on the applicable Purchase Date for such Pre-Market Purchase; provided, however,

that, if the Company shall have specified a Limit Order Continue Election in the applicable Pre-Market Purchase Notice for such Pre-Market

Purchase, the calculation of the VWAP for the Common Stock for the Pre-Market Purchase Period for a Pre-Market Purchase shall exclude

from such calculation all sales of Common Stock on the Trading Market (or on such Eligible Market, as applicable) during such Pre-Market

Purchase Period at a Sale Price that is less than the applicable Pre-Market Purchase Minimum Price Threshold for such Pre-Market Purchase.

All such calculations shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or other

similar transaction.

“Pre-Market Purchase

Share Amount” means, with respect to a Pre-Market Purchase made pursuant to Section 3.3(a), the total number of Shares to

be purchased by the Investor in such Pre-Market Purchase as specified by the Company in the applicable Pre-Market Purchase Notice for

such Pre-Market Purchase, which total number of Shares shall not exceed the Pre-Market Purchase Maximum Amount applicable to such Pre-Market

Purchase, taking into account the Pre-Market Purchase Percentage specified by the Company in the applicable Pre-Market Purchase Notice

for such Pre-Market Purchase (and such number of Shares specified by the Company in the applicable Pre-Market Purchase Notice for such

Pre-Market Purchase shall be subject to automatic adjustment in accordance with Section 3.3(a) as necessary to give effect to the Pre-Market

Purchase Maximum Amount limitation applicable to such Pre-Market Purchase, taking into account the Pre-Market Purchase Percentage specified

by the Company in the applicable Pre-Market Purchase Notice for such Pre-Market Purchase, as set forth in this Agreement).

“Pre-Market Purchase

Share Volume Maximum” means, with respect to a Pre-Market Purchase made pursuant to Section 3.3(a), a number of shares of

Common Stock equal to the quotient obtained by dividing (i) the Pre-Market Purchase Share Amount to be purchased by the Investor in such

Pre-Market Purchase, by (ii) the Pre-Market Purchase Percentage specified by the Company in the applicable Pre-Market Purchase Notice

for such Pre-Market Purchase (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse

stock split or other similar transaction).

“Privacy and Security

Requirements” shall mean, to the extent applicable to the Company any Laws relating to privacy and data security, including

laws regulating the processing of Confidential Data, and all policies and procedures applicable to the Company relating to the privacy,

data security and/or the processing of Confidential Data.

“Proceeding”

means any lawsuit, litigation, action, audit, examination or investigation, claim, complaint, charge, proceeding, suit or arbitration

(in each case, whether civil, criminal or administrative and whether public or private) pending in court or arbitration or by, before

or otherwise involving any Governmental Entity.

“Prospectus”

shall have the meaning assigned to such term in the Registration Rights Agreement.

“Prospectus Supplement”

shall have the meaning assigned to such term in the Registration Rights Agreement.

“Purchase”

or “Purchases” means any one or more of the following (given the context in which it is used in this Agreement):

(i) Market Open Purchase(s) made pursuant to Section 3.1, (ii) Intraday Purchase(s) made pursuant to Section 3.2, (iii) Pre-Market Purchase(s)

made pursuant to Section 3.3(a) and/or (iv) Post-Market Purchase(s) made pursuant to Section 3.3(b).

“Purchase Condition

Satisfaction Time” shall have the meaning assigned to such term in Section 7.3.

“Purchase Date”

means: (i) with respect to a Market Open Purchase made pursuant to Section 3.1, the Trading Day on which the Investor timely receives,

(A) after 7:30 a.m., New York City time, and (B) prior to 9:00 a.m., New York City time, on such Trading Day, a valid Market Open Purchase

Notice for such Market Open Purchase in accordance with this Agreement; (ii) with respect to an Intraday Purchase made pursuant to Section

3.2, the Trading Day on which the Investor timely receives a valid Intraday Purchase Notice for such Intraday Purchase in accordance with

this Agreement, (A) after the latest of (X) 10:00 a.m., New York City time, on such Trading Day, if the Company has not timely

delivered a valid Market Open Purchase Notice to the Investor for a Market Open Purchase on such Trading Day, (Y) the Market Open Purchase

Ending Time of the Market Open Purchase Period for the Market Open Purchase preceding the applicable Intraday Purchase Period for such

Intraday Purchase occurring on the same Trading Day as such earlier Market Open Purchase, if the Company has timely delivered a valid

Market Open Purchase Notice to the Investor for a Market Open Purchase on such Trading Day, and (Z) the Intraday Purchase Ending Time

of the Intraday Purchase Period for the most recent prior Intraday Purchase, if any, occurring on the same Trading Day as such Intraday

Purchase, and (B) prior to the earlier of (X) 2:00 p.m., New York City time, on such Trading Day for such Intraday Purchase and

(Y) such time that is exactly two (2) hours immediately prior to the official close of the primary (or “regular”) trading

session on the Trading Market (or, if the Common Stock is then listed on an Eligible Market, on such Eligible Market) on such Trading

Day, if the Trading Market (or such Eligible Market, as applicable) has publicly announced that the official close of the primary (or

“regular”) trading session shall be earlier than 4:00 p.m., New York City time, on such Trading Day; (iii) with respect to

a Pre-Market Purchase made pursuant to Section 3.3(a), the Trading Day on which the Investor timely receives, (A) after 7:00 a.m., New

York City time, and (B) prior to 8:30 a.m., New York City time, on such Trading Day, a valid Pre-Market Purchase Notice for such Pre-Market

Purchase in accordance with this Agreement; and (iv) with respect to a Post-Market Purchase made pursuant to Section 3.3(b), the Trading

Day on which the Investor timely receives, (A) after 4:05 p.m., New York City time, and (B) prior to 5:00 p.m., New York City time, on

such Trading Day, a valid Post-Market Purchase Notice for such Post-Market Purchase in accordance with this Agreement.

“Purchase Notice”

or “Purchase Notices” means any one or more of the following (given the context in which it is used in this

Agreement): (i) Market Open Purchase Notice(s) with respect to Market Open Purchase(s) made pursuant to Section 3.1, (ii) Intraday Purchase

Notice(s) with respect to Intraday Purchase(s) made pursuant to Section 3.2, (iii) Pre-Market Purchase Notice(s) with respect to Pre-Market

Purchase(s) made pursuant to Section 3.3(a) and/or (iv) Post-Market Purchase Notice(s) with respect to Post-Market Purchase(s) made pursuant

to Section 3.3(b).

“Purchase

Price” means any one or more of the following (given the context in which it is used in this Agreement): (i) the

applicable Market Open Purchase Price for the Shares purchased by the Investor in a Market Open Purchase effected by the Company

pursuant to Section 3.1, (ii) the applicable Intraday Purchase Price for the Shares purchased by the Investor in an Intraday

Purchase effected by the Company pursuant to Section 3.2, (iii) the applicable Pre-Market Purchase Price for the Shares purchased by

the Investor in a Pre-Market Purchase effected by the Company pursuant to Section 3.3(a) and/or (iv) the applicable Post-Market

Purchase Price for the Shares purchased by the Investor in a Post-Market Purchase effected by the Company pursuant to Section

3.3(b).

“Purchase Share

Delivery Date” shall have the meaning assigned to such term in Section 3.4.

“QIU Fee”

shall have the meaning assigned to such term in Section 7.2(xviii).

“Qualified Independent

Underwriter” shall have the meaning assigned to such term in FINRA Rule 5121(f)(12).

“RCP”

shall have the meaning assigned to such term in the Recitals.

“Registrable Securities”

shall have the meaning assigned to such term in the Registration Rights Agreement.

“Registration

Period” shall have the meaning assigned to such term in the Registration Rights Agreement.

“Registration

Rights Agreement” shall have the meaning assigned to such term in the recitals hereof.

“Registration

Statement” shall have the meaning assigned to such term in the Registration Rights Agreement.

“Regulation D”

shall have the meaning assigned to such term in the recitals hereof.

“Release”

means any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing,

depositing, dispersing, or migrating in, into or through the environment, or in, into from or through any building or structure.

“Representation

Date” shall have the meaning assigned to such term in Section 6.17.

“Restricted Period”

shall have the meaning assigned to such term in Section 6.9(i).

“Restricted Person”

shall have the meaning assigned to such term in Section 6.9(i).

“Restricted Persons”

shall have the meaning assigned to such term in Section 6.9(i).

“Rule 144”

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

rule or regulation hereafter adopted by the Commission having substantially the same effect.

“Sale Price”

means any trade price for a share of Common Stock on the Trading Market, or if the Common Stock is then traded on an Eligible Market,

on such Eligible Market, as reported by Bloomberg.

“Sarbanes-Oxley

Act” shall have the meaning assigned to such term in Section 5.6(d).

“Section 4(a)(2)”

shall have the meaning assigned to such term in the recitals of this Agreement.

“Securities Act”

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

“Shares”

shall mean the shares of Common Stock that may be purchased by the Investor under this Agreement pursuant to one or more Purchase Notices.

“Short Sales”

shall mean “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act.

“Subsidiary”

shall mean any corporation or other entity of which at least a majority of the securities or other ownership interest having ordinary

voting power for the election of directors or other persons performing similar functions are at the time owned directly or indirectly

by the Company and/or any of its other Subsidiaries.

“Taxes”

shall mean all federal, state, local, non-U.S., and other net income, gross income, gross receipts, sales, use, ad valorem, transfer,

franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium,

property, windfall profits, customs, duties or other taxes, fees, assessments, or charges of any kind, in the nature of a tax, imposed

by any Governmental Entity together with any interest and any penalties, additions to tax, or additional amounts with respect thereto.

“Tax Returns”

shall mean all returns, declarations, reports, statements, and other documents required to be filed with any Governmental Entity in respect

of Taxes.

“Threshold Price”

means $0.50, which shall not be adjusted (proportionally or otherwise) for any forward stock split, reverse stock split, stock combination,

stock dividend, recapitalization, reorganization or other similar transaction involving the capital stock of the Company that occurs on

or after the date of the Agreement.

“Total Commitment”

shall have the meaning assigned to such term in Section 2.1.

“Trading Day”

shall mean any day on which the Trading Market or, if the Common Stock is then listed on an Eligible Market, such Eligible Market is open

for “regular” trading, including any day on which the Trading Market (or such Eligible Market, as applicable) is open for

“regular” trading for a period of time less than the customary “regular” trading period.

“Trading Market”

means The Nasdaq Capital Market (or any nationally recognized successor thereto).

“Transaction Documents”

means, collectively, this Agreement (as qualified by the Disclosure Schedule) and the exhibits hereto, the Registration Rights Agreement,

and the exhibits thereto, and each of the other agreements, documents, certificates and instruments entered into or furnished by the parties

hereto in connection with the transactions contemplated hereby and thereby.

“Variable Rate

Transaction” means a transaction in which the Company (i) issues or sells any equity or debt securities that are convertible

into, exchangeable or exercisable for, or include the right to receive additional shares of Common Stock or Common Stock Equivalents either

(A) at a conversion price, exercise price, exchange rate or other price that is based upon and/or varies with the trading prices of or

quotations for the Common Stock at any time after the initial issuance of such equity or debt securities, or (B) with a conversion, exercise

or exchange price that is subject to being reset at some future date after the initial issuance of such equity or debt security or upon

the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common

Stock (including, without limitation, any “full ratchet” or “weighted average” anti-dilution provisions, but not

including any standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, stock split or other similar

transaction), or (ii) issues or sells any equity or debt securities, including, without limitation, Common Stock or Common Stock Equivalents,

either (A) at a price that is subject to being reset at some future date after the initial issuance of such debt or equity security or

upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for

the Common Stock (other than standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, stock split

or other similar transaction), or (B) that are subject to or contain any put, call, redemption, buy-back, price-reset or other similar

provision or mechanism (including, without limitation, a “Black-Scholes” put or call right, other than in connection with

a “fundamental transaction”) that provides for the issuance of additional equity securities of the Company or the payment

of cash by the Company or (iii) enters into any agreement, including, but not limited to, an “equity line of credit” or “at

the market offering” or other continuous offering or similar offering of Common Stock or Common Stock Equivalents, whereby the Company

may sell Common Stock or Common Stock Equivalents at a future determined price.

“VWAP”

means, for the Common Stock for a specified period, the dollar volume-weighted average price for the Common Stock on the Trading

Market (or, if the Common Stock is then listed on an Eligible Market, on such Eligible Market), for such period, as reported by

Bloomberg through its “AQR” function; provided, however, that (i) the calculation of the dollar

volume-weighted average price for the Common Stock for the Market Open Purchase Period for each Market Open Purchase shall exclude

each of the following transactions, to the extent they occur during such Market Open Purchase Period (as applicable): (A) the

opening or first purchase of Common Stock at or following the official open of such primary (or “regular”) trading

session that is reported in the consolidated system on such Purchase Date, (B) the last or closing sale of Common Stock at or prior

to the official close of such primary (or “regular”) trading session that is reported in the consolidated system on such

Purchase Date (as applicable), and (C) provided the Company shall have specified a Limit Order Continue Election in the applicable

Market Open Purchase Notice for such Market Open Purchase, all sales of Common Stock on the Trading Market (or on such Eligible

Market, as applicable) during such Market Open Purchase Period at a Sale Price that is less than the applicable Market Open Purchase

Minimum Price Threshold for such Market Open Purchase; (ii) the calculation of the dollar volume-weighted average price for the

Common Stock for the Intraday Purchase Period for each Intraday Purchase shall exclude each of the following transactions, to the

extent they occur during such Intraday Purchase Period (as applicable): (A) the opening or first purchase of Common Stock at or

following the official open of such primary (or “regular”) trading session that is reported in the consolidated system

on such Purchase Date, (B) the last or closing sale of Common Stock at or prior to the official close of such primary (or

“regular”) trading session that is reported in the consolidated system on such Purchase Date (as applicable), and (C)

provided the Company shall have specified a Limit Order Continue Election in the applicable Intraday Purchase Notice for such

Intraday Purchase, all sales of Common Stock on the Trading Market (or on such Eligible Market, as applicable) during such Intraday

Purchase Period at a Sale Price that is less than the applicable Intraday Purchase Minimum Price Threshold for such Intraday

Purchase; (iii) provided the Company shall have specified a Limit Order Continue Election in the applicable Pre-Market Purchase

Notice for such Pre-Market Purchase, the calculation of the dollar volume-weighted average price for the Common Stock for the

Pre-Market Purchase Period for each Pre-Market Purchase shall exclude all sales of Common Stock on the Trading Market (or on such

Eligible Market, as applicable) during such Pre-Market Purchase Period at a Sale Price that is less than the applicable Pre-Market

Purchase Minimum Price Threshold for such Pre-Market Purchase; and (iv) provided the Company shall have specified a Limit Order

Continue Election in the applicable Post-Market Purchase Notice for such Post-Market Purchase, the calculation of the dollar

volume-weighted average price for the Common Stock for the Post-Market Purchase Period for each Post-Market Purchase shall exclude

all sales of Common Stock on the Trading Market (or on such Eligible Market, as applicable) during such Post-Market Purchase Period

at a Sale Price that is less than the applicable Post-Market Purchase Minimum Price Threshold for such Post-Market Purchase. All

such calculations shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or other

similar transaction.

EXHIBIT A

FORM OF REGISTRATION

RIGHTS AGREEMENT

A-1

EXHIBIT B

CLOSING CERTIFICATE

B-1

EXHIBIT C

COMPLIANCE CERTIFICATE

C-1

EX-10.2 — REGISTRATION RIGHTS AGREEMENT, DATED AS OF JUNE 30, 2026, BY AND BETWEEN PERASO INC. AND ROTH PRINCIPAL INVESTMENTS, LLC

EX-10.2

Filename: ea029639901ex10-2.htm · Sequence: 3

Exhibit

10.2

REGISTRATION

RIGHTS AGREEMENT

This

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 30, 2026, is by and between Roth

Principal Investments, LLC, a Delaware limited liability company (the “Investor”), and Peraso Inc., a Delaware

corporation (the “Company”).

RECITALS

A. The

Company and the Investor have entered into that certain Common Stock Purchase Agreement, dated as of the date hereof (the “Purchase

Agreement”), pursuant to which the Company may issue, from time to time, to the Investor up to the lesser of (i) $25,000,000

in aggregate gross purchase price of newly issued shares of the Company’s common stock, par value $0.001 per share (“Common

Stock”), and (ii) the Exchange Cap (to the extent applicable under Section 3.5 of the Purchase Agreement), as provided

for therein.

B. Pursuant

to the terms of, and in consideration for the Investor entering into, the Purchase Agreement, and to induce the Investor to execute and

deliver the Purchase Agreement, the Company has agreed to provide the Investor with certain registration rights with respect to the Registrable

Securities (as defined herein) as set forth herein.

AGREEMENT

NOW,

THEREFORE, in consideration of the representations, warranties, covenants and agreements contained herein and in the Purchase Agreement,

and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, intending to be legally bound

hereby, the Company and the Investor hereby agree as follows:

1. Definitions.

Capitalized

terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement. As used in

this Agreement, the following terms shall have the following meanings:

(a) “Agreement”

shall have the meaning assigned to such term in the preamble of this Agreement.

(b) “Allowable

Grace Period” shall have the meaning assigned to such term in Section 3(p).

Sky Filing” shall have the meaning assigned to such term in Section 6(a).

(d) “Business

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

or required by law to remain closed.

(e) “Claims”

shall have the meaning assigned to such term in Section 6(a).

(f) “Commission”

means the U.S. Securities and Exchange Commission or any successor entity.

(g) “Common

Stock” shall have the meaning assigned to such term in the recitals to this Agreement.

(h) “Company”

shall have the meaning assigned to such term in the preamble of this Agreement.

(i) “Company

Party” shall have the meaning assigned to such term in Section 6(b).

(j) “Effective

Date” means the date that the applicable Registration Statement has been declared effective by the Commission.

(k) “Effectiveness

Deadline” means (i) with respect to the Initial Registration Statement required to be filed pursuant to Section 2(a), the

earlier of (A) the sixtieth (60th) calendar day immediately after the Filing Deadline with respect to the Initial Registration

Statement, if the Initial Registration Statement is subject to review by the Commission, and (B) if the Company is notified (orally or

in writing) by the Commission that the Initial Registration Statement will not be reviewed by the Commission, the fifth (5th)

Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Initial Registration

Statement will not be reviewed by the Commission, and (ii) with respect to any New Registration Statements that may be required to be

filed by the Company pursuant to this Agreement, the earlier of (A) the sixtieth (60th) calendar day immediately after the

Filing Deadline with respect to such New Registration Statement, if such New Registration Statement is subject to review by the Commission,

and (B) if the Company is notified (orally or in writing) by the Commission that such New Registration Statement will not be reviewed

by the Commission, the fifth (5th) Business Day after the date the Company is notified (orally or in writing, whichever is

earlier) by the Commission that such New Registration Statement will not be reviewed by the Commission.

(l) “Filing

Deadline” means (i) with respect to the Initial Registration Statement required to be filed pursuant to Section 2(a), the

tenth (10th) Business Day after the date of this Agreement and (ii) with respect to any New Registration Statements that may

be required to be filed by the Company pursuant to this Agreement, the tenth (10th) Business Day following the sale of substantially

all of the Registrable Securities included in the Initial Registration Statement or the most recent prior New Registration Statement,

as applicable, or such other date as permitted by the Commission.

(m) “FINRA

Filing” shall have the meaning assigned to such term in the Purchase Agreement.

(n) “Indemnified

Damages” shall have the meaning assigned to such term in Section 6(a).

(o) “Initial

Registration Statement” shall have the meaning assigned to such term in Section 2(a).

(p) “Investor”

shall have the meaning assigned to such term in the preamble of this Agreement.

(q) “Investor

Party” and “Investor Parties” shall have the meaning assigned to such terms in Section 6(a).

(r) “Legal

Counsel” shall have the meaning assigned to such term in Section 2(b).

(s) “New

Registration Statement” shall have the meaning assigned to such term in Section 2(c).

(t) “Person”

means any person or entity, whether a natural person, trustee, corporation, partnership, limited partnership, limited liability company,

trust, unincorporated organization, business association, firm, joint venture, governmental agency or authority.

(u) “Prospectus”

means the prospectus in the form included in the Registration Statement at the applicable Effective Date of the Registration Statement,

as supplemented from time to time by any Prospectus Supplement, including the documents incorporated by reference therein.

(v) “Prospectus

Supplement” means any prospectus supplement to the Prospectus filed with the Commission from time to time pursuant to Rule

424(b) under the Securities Act, including the documents incorporated by reference therein.

(w) “Purchase

Agreement” shall have the meaning assigned to such term in the recitals to this Agreement.

(x) “register,”

“registered,” and “registration” refer to a registration effected by preparing and

filing one or more Registration Statements in compliance with the Securities Act and pursuant to Rule 415 and the declaration of effectiveness

of such Registration Statement(s) by the Commission.

(y) “Registrable

Securities” means all of (i) the Shares and (ii) any capital stock of the Company issued or issuable with respect to such

Shares, including, without limitation, (1) as a result of any stock split, stock dividend, recapitalization, exchange or similar event

or otherwise and (2) shares of capital stock of the Company into which the shares of Common Stock are converted or exchanged and shares

of capital stock of a successor entity into which the shares of Common Stock are converted or exchanged, in each case until such time

as such securities cease to be Registrable Securities pursuant to Section 2(f).

(z) “Registration

Statement” means a registration statement or registration statements of the Company filed under the Securities Act covering

the resale by the Investor of Registrable Securities, as such registration statement or registration statements may be amended and supplemented

from time to time, including all documents filed as part thereof or incorporated by reference therein.

(aa) “Registration

Period” shall have the meaning assigned to such term in Section 3(a).

(bb) “Rule

144” means Rule 144 promulgated by the Commission under the Securities Act, as such rule may be amended from time to time,

or any other similar or successor rule or regulation of the Commission that may at any time permit the Investor to sell securities of

the Company to the public without registration.

(cc) “Rule

415” means Rule 415 promulgated by the Commission under the Securities Act, as such rule may be amended from time to time,

or any other similar or successor rule or regulation of the Commission providing for offering securities on a delayed or continuous basis.

(dd) “Staff”

shall have the meaning assigned to such term in Section 2(c).

(ee) “Violations”

shall have the meaning assigned to such term in Section 6(a).

2. Registration.

(a) Mandatory

Registration. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the

Commission the Initial Registration Statement on Form S-1 (or any successor form) covering the resale by the Investor of the maximum

number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable Commission rules, regulations

and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 under the Securities Act

at then prevailing market prices (and not fixed prices) (the “Initial Registration Statement”). The Initial

Registration Statement shall contain the “Selling Stockholder” and “Plan of Distribution” sections in substantially

the form attached hereto as Exhibit A. The Company shall use its commercially reasonable efforts to have the Initial Registration

Statement declared effective by the Commission as soon as reasonably practicable, but in no event later than the applicable Effectiveness

Deadline.

(b) Legal

Counsel. Subject to Section 5 hereof, the Investor shall have the right to select one legal counsel to review, solely on its behalf,

any registration pursuant to this Section 2 (“Legal Counsel”), which shall be Duane Morris LLP, or such other

counsel as thereafter designated by the Investor. Except as provided under Section 10.1(i) of the Purchase Agreement, the Company shall

have no obligation to reimburse the Investor for any and all legal fees and expenses of the Legal Counsel incurred in connection with

the transactions contemplated hereby.

Number of Shares Registered. If at any time all Registrable Securities are not covered by the Initial Registration Statement filed

pursuant to Section 2(a) as a result of Section 2(e) or otherwise, the Company shall use its commercially reasonable efforts to file

with the Commission one or more additional Registration Statements so as to cover all of the Registrable Securities not covered by the

Initial Registration Statement, in each case, as soon as practicable (taking into account any position of the staff of the Commission

(“Staff”) with respect to the date on which the Staff will permit such additional Registration Statement(s)

to be filed with the Commission and the rules and regulations of the Commission) (each such additional Registration Statement, a “New

Registration Statement”), but in no event later than the applicable Filing Deadline for such New Registration Statement(s).

The Company shall use its commercially reasonable efforts to cause each such New Registration Statement to become effective as soon as

reasonably practicable following the filing thereof with the Commission, but in no event later than the applicable Effectiveness Deadline

for such New Registration Statement.

(d) No

Inclusion of Other Securities. In no event shall the Company include any securities other than Registrable Securities on any Registration

Statement pursuant to Section 2(a) or Section 2(c).

(e) Offering.

If the Staff or the Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement

as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales

by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after

the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or

the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Company shall reduce

the number of Registrable Securities to be included in such Registration Statement (after consultation with the Investor and Legal Counsel

as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the Commission shall so permit such

Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after

giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration

Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing

market prices (and not fixed prices), the Company shall not request acceleration of the Effective Date of such Registration Statement,

the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule

477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration

Statement at such time as the Staff or the Commission has made a final and non-appealable determination that the Commission will not

permit such Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or

the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized). In

the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall use its commercially reasonable efforts

to file one or more New Registration Statements with the Commission in accordance with Section 2(c) until such time as all Registrable

Securities have been included in Registration Statements that have been declared effective and the Prospectuses contained therein are

available for use by the Investor.

(f) Any

Registrable Security shall cease to be a “Registrable Security” at the earliest of the following: (i) when a Registration

Statement covering such Registrable Security becomes or has been declared effective by the Commission and such Registrable Security has

been sold or disposed of pursuant to such effective Registration Statement; (ii) when such Registrable Security is held by the Company

or one of its Subsidiaries; and (iii) the date that is the later of (A) the first (1st) anniversary of the effective date

of termination of the Purchase Agreement in accordance with Article VIII of the Purchase Agreement and (B) the first (1st)

anniversary of the date of the last sale of any Registrable Securities by the Company to the Investor pursuant to the Purchase Agreement.

3. Related

Obligations.

The

Company shall use its commercially reasonable efforts to effect the registration of the Registrable Securities in accordance with the

intended method of disposition thereof, and, pursuant thereto, during the term of this Agreement, the Company shall have the following

obligations:

(a) The

Company shall promptly prepare and file with the Commission the Initial Registration Statement pursuant to Section 2(a) hereof and one

or more New Registration Statements pursuant to Section 2(c) hereof with respect to the Registrable Securities, but in no event later

than the applicable Filing Deadline therefor, and the Company shall use its commercially reasonable efforts to cause each such Registration

Statement to become effective as soon as practicable after such filing, but in no event later than the applicable Effectiveness Deadline

therefor. Subject to Allowable Grace Periods, the Company shall keep each Registration Statement effective (and the Prospectus contained

therein available for use) pursuant to Rule 415 for resales by the Investor on a continuous basis at then-prevailing market prices (and

not fixed prices) at all times until the earlier of (i) the date on which the Investor shall have sold all of the Registrable Securities

covered by such Registration Statement and (ii) the date of termination of the Purchase Agreement if as of such termination date the

Investor holds no Registrable Securities (or, if applicable, the date on which such securities cease to be Registrable Securities after

the date of termination of the Purchase Agreement) (the “Registration Period”). Notwithstanding anything to

the contrary contained in this Agreement (but subject to the provisions of Section 3(p) hereof), the Company shall ensure that, when

filed and at all times while effective, each Registration Statement (including, without limitation, all amendments and supplements thereto)

and the Prospectus (including, without limitation, all amendments and supplements thereto) used in connection with such Registration

Statement shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or

necessary to make the statements therein (in the case of Prospectuses, in the light of the circumstances in which they were made) not

misleading. The Company shall submit to the Commission, as soon as reasonably practicable after the date that the Company learns that

no review of a particular Registration Statement will be made by the Staff or that the Staff has no further comments on a particular

Registration Statement (as the case may be), a request for acceleration of effectiveness of such Registration Statement to a time and

date as soon as reasonably practicable in accordance with Rule 461 under the Securities Act.

(b) Subject

to Section 3(p) of this Agreement, the Company shall use its commercially reasonable efforts to prepare and file with the Commission

such amendments (including, without limitation, post-effective amendments) and supplements to each Registration Statement and the Prospectus

used in connection with each such Registration Statement, which Prospectus is to be filed pursuant to Rule 424 promulgated under the

Securities Act, as may be necessary to keep each such Registration Statement effective (and the Prospectus contained therein current

and available for use) at all times during the Registration Period for such Registration Statement, and, during such period, comply with

the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Company required to be covered

by such Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance with the

intended methods of disposition by the Investor. Without limiting the generality of the foregoing, the Company covenants and agrees that

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

Statement and any New Registration Statement (or any post-effective amendment thereto), the Company shall file with the Commission in

accordance with Rule 424(b) under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration

Statement (or post-effective amendment thereto), and (ii) if the transactions contemplated by any one or more Purchases are material

to the Company (individually or collectively), the material terms of which have not previously been described in the Prospectus or any

Prospectus Supplement filed with the Commission under Rule 424(b) under the Securities Act (or in any periodic report, statement, schedule

or other document filed by the Company with the Commission under the Exchange Act and incorporated by reference in the Registration Statement

and the Prospectus), or if otherwise required under the Securities Act (or the public written interpretive guidance of the Staff of the

Commission relating thereto), in each case as reasonably and mutually determined by the Company and the Investor, then, no later than

(i) 9:00 a.m., New York City time, on the Purchase Date for any such Market Open Purchase and/or Pre-Market Purchase (as applicable)

and (ii) as soon as reasonably practicable on the Purchase Date for any such Intraday Purchase(s) and/or Post-Market Purchase (as applicable),

the Company shall file with the Commission a Prospectus Supplement pursuant to Rule 424(b) under the Securities Act with respect to such

Purchase(s) requiring such filing, disclosing the total number of Shares that are to be issued and sold to the Investor pursuant to such

Purchase(s), the total Purchase Price for the Shares subject thereto, the applicable Purchase Price(s) for such Shares and the estimated

net proceeds to be received by the Company from the sale of such Shares. To the extent not previously disclosed in the Prospectus or

a Prospectus Supplement, the Company shall disclose in its Quarterly Reports on Form 10-Q and in its Annual Reports on Form 10-K the

information described in the immediately preceding sentence relating to all Purchases effected and settled during the relevant fiscal

quarter (as applicable) and shall file such Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K with the Commission within

the applicable time period prescribed for such report under the Exchange Act. In the case of amendments and supplements to any Registration

Statement on Form S-1 or Prospectus related thereto which are required to be filed pursuant to this Agreement (including, without limitation,

pursuant to this Section 3(b)) by reason of the Company filing a report on Form 8-K, Form 10-Q or Form 10-K or any analogous report under

the Exchange Act, the Company shall have incorporated such report by reference into such Registration Statement and Prospectus, if applicable,

or shall promptly file such amendments or supplements to the Registration Statement or Prospectus with the Commission, for the purpose

of including or incorporating such report into such Registration Statement and Prospectus. The Company consents to the use of the Prospectus

(including, without limitation, any supplement thereto) included in each Registration Statement in accordance with the provisions of

the Securities Act and with the securities or “Blue Sky” laws of the jurisdictions in which the Registrable Securities may

be sold by the Investor, in connection with the resale of the Registrable Securities and for such period of time thereafter as such Prospectus

(including, without limitation, any supplement thereto) (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities

Act) is required by the Securities Act to be delivered in connection with resales of Registrable Securities.

Company shall (A) permit Legal Counsel an opportunity to review and comment upon (i) each Registration Statement at least two (2) Business

Days prior to its filing with the Commission and (ii) all amendments and supplements to each Registration Statement (including, without

limitation, the Prospectus contained therein) (except for Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports

on Form 8-K, and any similar or successor reports or Prospectus Supplements the contents of which is limited to that set forth in such

reports) within a reasonable number of days prior to their filing with the Commission, and (B) shall reasonably consider any comments

of the Investor and Legal Counsel on any such Registration Statement or amendment or supplement thereto or to any Prospectus contained

therein. The Company shall promptly furnish to Legal Counsel, without charge, (i) electronic copies of any correspondence from the Commission

or the Staff to the Company or its representatives relating to each Registration Statement (which correspondence shall be redacted to

exclude any material, non-public information regarding the Company or any of its Subsidiaries), (ii) after the same is prepared

and filed with the Commission, one (1) electronic copy of each Registration Statement and any amendment(s) and supplement(s) thereto,

including, without limitation, financial statements and schedules, all documents incorporated therein by reference, if requested by the

Investor, and all exhibits and (iii) upon the effectiveness of each Registration Statement, one (1) electronic copy of the Prospectus

included in such Registration Statement and all amendments and supplements thereto; provided, however, the Company shall not be required

to furnish any document (other than the Prospectus, which may be provided in .PDF format) to Legal Counsel to the extent such document

is available on EDGAR.

(d) Without

limiting any obligation of the Company under the Purchase Agreement, the Company shall promptly furnish to the Investor, without charge,

(i) after the same is prepared and filed with the Commission, at least one (1) electronic copy of each Registration Statement and any

amendment(s) and supplement(s) thereto, including, without limitation, financial statements and schedules, all documents incorporated

therein by reference, if requested by the Investor, all exhibits thereto, (ii) upon the effectiveness of each Registration Statement,

one (1) electronic copy of the Prospectus included in such Registration Statement and all amendments and supplements thereto (or such

other number of copies as the Investor may reasonably request from time to time) and (iii) such other documents, including, without limitation,

copies of any final Prospectus and any Prospectus Supplement thereto, as the Investor may reasonably request from time to time in order

to facilitate the disposition of the Registrable Securities owned by the Investor; provided, however, the Company shall not be required

to furnish any document (other than the Prospectus, which may be provided in .PDF format) to the Investor to the extent such document

is available on EDGAR.

(e) The

Company shall take such action as is reasonably necessary to (i) register and qualify, unless an exemption from registration and qualification

applies, the resale by the Investor of the Registrable Securities covered by a Registration Statement under such other securities or

“Blue Sky” laws of all applicable jurisdictions in the United States, (ii) prepare and file in those jurisdictions, such

amendments (including, without limitation, post-effective amendments) and supplements to such registrations and qualifications as may

be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be reasonably

necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all

other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided,

however, the Company shall not be required in connection therewith or as a condition thereto to (x) qualify to do business in

any jurisdiction where it would not otherwise be required to qualify but for this Section 3(e), (y) subject itself to general taxation

in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction. The Company shall promptly notify

Legal Counsel and the Investor of the receipt by the Company of any notification with respect to the suspension of the registration or

qualification of any of the Registrable Securities for sale under the securities or “Blue Sky” laws of any jurisdiction in

the United States or its receipt of actual notice of the initiation or threatening of any proceeding for such purpose.

(f) The

Company shall notify Legal Counsel and the Investor in writing of the happening of any event, as promptly as reasonably practicable after

becoming aware of such event, as a result of which the Prospectus included in a Registration Statement, as then in effect, includes an

untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements

therein, in the light of the circumstances under which they were made, not misleading (provided that in no event shall such notice contain

any material, non-public information regarding the Company or any of its Subsidiaries), and, subject to Section 3(p), promptly prepare

a supplement or amendment to such Registration Statement and such Prospectus contained therein to correct such untrue statement or omission

and deliver one (1) electronic copy of such supplement or amendment to Legal Counsel and the Investor (or such other number of copies

as Legal Counsel or the Investor may reasonably request). The Company shall also promptly notify Legal Counsel and the Investor in writing

(i) when a Prospectus or any Prospectus Supplement or post-effective amendment has been filed, when a Registration Statement or any post-effective

amendment has become effective (notification of such effectiveness shall be delivered to Legal Counsel and the Investor by facsimile

or e-mail on the same day of such effectiveness), and when the Company receives written notice from the Commission that a Registration

Statement or any post-effective amendment will be reviewed by the Commission, (ii) of any request by the Commission for amendments or

supplements to a Registration Statement or related Prospectus or related information, (iii) of the Company’s reasonable determination

that a post-effective amendment to a Registration Statement would be appropriate and (iv) of the receipt of any request by the Commission

or any other federal or state governmental authority for any additional information relating to the Registration Statement or any amendment

or supplement thereto or any related Prospectus. The Company shall also advise the Investor promptly (but in no event later than 24 hours)

and shall confirm such advice in writing of the Company becoming aware of the happening of any event, which makes any statement made

in the FINRA Filing untrue or which requires the making of any additions to or changes to the statements then made in the FINRA Filing

in order to comply with FINRA Rules 5110 and 5121. The Company shall respond as promptly as reasonably practicable to any comments received

from the Commission with respect to a Registration Statement or any amendment thereto. Nothing in this Section 3(f) shall limit any obligation

of the Company under the Purchase Agreement.

(g) The

Company shall (i) use its commercially reasonable efforts to prevent the issuance of any stop order or other suspension of effectiveness

of a Registration Statement or the use of any Prospectus contained therein, or the suspension of the qualification, or the loss of an

exemption from qualification, of any of the Registrable Securities for sale in any jurisdiction and, if such an order or suspension is

issued, to obtain the withdrawal of such order or suspension as soon as practicable and (ii) notify Legal Counsel and the Investor of

the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding.

(h) The

Company shall hold in confidence and not make any disclosure of information concerning the Investor provided to the Company unless (i)

disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information

is necessary to avoid or correct a misstatement or omission in any Registration Statement or is otherwise required to be disclosed in

such Registration Statement pursuant to the Securities Act, (iii) the release of such information is ordered pursuant to a subpoena or

other final, non-appealable order from a court or governmental body of competent jurisdiction, or (iv) such information has been made

generally available to the public other than by disclosure in violation of this Agreement or any other Transaction Document. The Company

agrees that it shall, upon learning that disclosure of such information concerning the Investor is sought in or by a court or governmental

body of competent jurisdiction or through other means, give prompt written notice to the Investor and allow the Investor, at the Investor’s

expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information.

(i) Without

limiting any obligation of the Company under the Purchase Agreement, the Company shall use its commercially reasonable efforts either

to (i) cause all of the Registrable Securities covered by each Registration Statement to be listed on the Trading Market, or (ii) secure

designation and quotation of all of the Registrable Securities covered by each Registration Statement on another Eligible Market. The

Company shall pay all fees and expenses in connection with satisfying its obligation under this Section 3(i).

(j) The

Company shall cooperate with the Investor and, to the extent applicable, facilitate the timely preparation and delivery of Registrable

Securities, as DWAC Shares, to be offered pursuant to a Registration Statement and enable such DWAC Shares to be in such denominations

or amounts (as the case may be) as the Investor may reasonably request from time to time and registered in such names as the Investor

may request. Investor hereby agrees that it shall cooperate with the Company, its counsel and its transfer agent in connection with any

issuances of DWAC Shares, and hereby represents, warrants and covenants to the Company that it will resell such DWAC Shares only pursuant

to the Registration Statement in which such DWAC Shares are included, in a manner described under the caption “Plan of Distribution”

in such Registration Statement, and in a manner in compliance with all applicable U.S. federal and state securities laws, rules and regulations,

including, without limitation, any applicable prospectus delivery requirements of the Securities Act. At the time such DWAC Shares are

offered and sold pursuant to the Registration Statement, such DWAC Shares shall be free from all restrictive legends and may be transmitted

by the Company’s transfer agent to the Investor by crediting an account at DTC as directed in writing by the Investor.

(k) Upon

the written request of the Investor, the Company shall as soon as reasonably practicable after receipt of notice from the Investor and

subject to Section 3(p) hereof, (i) incorporate in a Prospectus Supplement or post-effective amendment such information as the Investor

reasonably requests to be included therein relating to the sale and distribution of Registrable Securities, including, without limitation,

information with respect to the number of Registrable Securities being offered or sold, the Purchase Price being paid therefor and any

other terms of the offering of the Registrable Securities to be sold in such offering; (ii) make all required filings of such Prospectus

Supplement or post-effective amendment after being notified of the matters to be incorporated in such Prospectus Supplement or post-effective

amendment; and (iii) supplement or make amendments to any Registration Statement or Prospectus contained therein if reasonably requested

by the Investor.

(l) The

Company shall use its commercially reasonable efforts to cause the Registrable Securities covered by a Registration Statement to be registered

with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable

Securities.

(m) The

Company shall make generally available to its security holders (which may be satisfied by making such information available on EDGAR)

as soon as practical, but not later than ninety (90) days after the close of the period covered thereby, an earnings statement (in form

complying with, and in the manner provided by, the provisions of Rule 158 under the Securities Act) covering a twelve-month period beginning

not later than the first day of the Company’s fiscal quarter next following the applicable Effective Date of each Registration

Statement.

(n) The

Company shall otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission

in connection with any registration hereunder.

(o) Within

one (1) Business Day after each Registration Statement which covers Registrable Securities is declared effective by the Commission, the

Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities

(with copies to the Investor) confirmation that such Registration Statement has been declared effective by the Commission in such form

as shall be reasonably acceptable to the transfer agent.

(p) Notwithstanding

anything to the contrary contained herein (but subject to the last sentence of this Section 3(p)), at any time after the Effective Date

of a particular Registration Statement, the Company may, upon written notice to Investor, suspend Investor’s use of any prospectus

that is a part of any Registration Statement (in which event the Investor shall discontinue sales of the Registrable Securities pursuant

to such Registration Statement contemplated by this Agreement, but shall settle any previously made sales of Registrable Securities)

if the Company (x) is pursuing an acquisition, merger, tender offer, reorganization, disposition or other similar transaction and the

Company determines in good faith that (A) the Company’s ability to pursue or consummate such a transaction would be materially

adversely affected by any required disclosure of such transaction in such Registration Statement or other registration statement or (B)

such transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make

it impractical or inadvisable to cause any Registration Statement (or such filings) to be used by Investor or to promptly amend or supplement

any Registration Statement contemplated by this Agreement on a post effective basis, as applicable, or (y) has experienced some other

material non-public event the disclosure of which at such time, in the good faith judgment of the Company, would materially adversely

affect the Company (each, an “Allowable Grace Period”); provided, however, that in no event shall the

Investor be suspended from selling Registrable Securities pursuant to any Registration Statement for a period that exceeds twenty (20)

consecutive Trading Days or an aggregate of sixty (60) Trading Days in any 365-day period; and provided, further, the Company

shall not effect any such suspension during (A) the first ten (10) consecutive Trading Days after the Effective Date of the particular

Registration Statement or (B) the five-Trading Day period commencing on the Purchase Date for each Purchase under the Purchase Agreement.

Upon disclosure of such information or the termination of the condition described above, the Company shall provide prompt notice, but

in any event within one Business Day of such disclosure or termination, to the Investor and shall promptly terminate any suspension of

sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated

in this Agreement (including as set forth in the first sentence of Section 3(f) with respect to the information giving rise thereto unless

such material, non-public information is no longer applicable). Notwithstanding anything to the contrary contained in this Section 3(p),

the Company shall cause its transfer agent to deliver DWAC Shares to a transferee of the Investor in accordance with the terms of the

Purchase Agreement in connection with any sale of Registrable Securities with respect to which (i) the Company has made a sale to Investor

and (ii) the Investor has entered into a contract for sale, and delivered a copy of the Prospectus included as part of the particular

Registration Statement to the extent applicable, in each case prior to the Investor’s receipt of the notice of an Allowable Grace

Period and for which the Investor has not yet settled.

4. Obligations

of the Investor.

(a) At

least five (5) Business Days prior to the first anticipated filing date of each Registration Statement (or such shorter period to which

the parties agree), the Company shall notify the Investor in writing of the information the Company requires from the Investor with respect

to such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant

to this Agreement with respect to the Registrable Securities of the Investor that the Investor shall furnish to the Company such information

regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by

it, as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities and shall

execute such documents in connection with such registration as the Company may reasonably request.

(b) The

Investor, by its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company

in connection with the preparation and filing of each Registration Statement hereunder, unless the Investor has notified the Company

in writing of the Investor’s election to exclude all of the Investor’s Registrable Securities from such Registration Statement.

Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(p)

or the first sentence of 3(f), the Investor shall immediately discontinue disposition of Registrable Securities pursuant to any Registration

Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended Prospectus

contemplated by Section 3(p) or the first sentence of Section 3(f) or receipt of notice that no supplement or amendment is required.

Notwithstanding anything to the contrary in this Section 4(c), the Company shall cause its transfer agent to deliver DWAC Shares to a

transferee of the Investor in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities

with respect to which the Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company

of the happening of any event of the kind described in Section 3(p) or the first sentence of Section 3(f) and for which the Investor

has not yet settled.

(d) The

Investor covenants and agrees that it shall comply with the prospectus delivery and other requirements of the Securities Act as applicable

to it in connection with sales of Registrable Securities pursuant to a Registration Statement.

5. Expenses

of Registration.

Each

party shall bear its own fees and expenses related to the transactions contemplated by this Agreement. For the avoidance of doubt, the

Company shall pay for all registration, listing and qualifications fees, printers and accounting fees, and fees and disbursements of

counsel for the Company; and the Investor shall pay any sales or brokerage commissions and fees and disbursements of counsel for, and

other expenses of, the Investor incurred in connection with the registrations, filings or qualifications pursuant to Section 2 and 3,

and all U.S. federal, state and local stamp and other similar transfer and other taxes and duties levied in connection with the sale

of the Securities pursuant hereto.

6. Indemnification.

(a) In

the event any Registrable Securities are included in any Registration Statement under this Agreement, to the fullest extent permitted

by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor, its Broker-Dealer, each of their respective

directors, officers, stockholders, members, partners, employees, agents, advisors, representatives (and any other Persons with a functionally

equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) and each Person, if any, who

controls the Investor or its Broker-Dealer within the meaning of the Securities Act or the Exchange Act and each of the directors, officers,

stockholders, members, partners, employees, agents, advisors, representatives (and any other Persons with a functionally equivalent role

of a Person holding such titles notwithstanding the lack of such title or any other title) of such controlling Persons (each, an “Investor

Party” and collectively, the “Investor Parties”), against any losses, obligations, claims, damages,

liabilities, contingencies, judgments, fines, penalties, charges, costs (including, without limitation, court costs, reasonable attorneys’

fees, costs of defense and investigation), amounts paid in settlement or expenses, joint or several, (collectively, “Claims”)

reasonably incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken

from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the Commission, whether

pending or threatened, whether or not an Investor Party is or may be a party thereto (“Indemnified Damages”),

to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect

thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in a Registration Statement

or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities

or other “Blue Sky” laws of any jurisdiction in which Registrable Securities are offered (“Blue Sky Filing”),

or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein

not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (as amended or

supplemented) or in any Prospectus Supplement or the omission or alleged omission to state therein any material fact necessary to make

the statements made therein, in the light of the circumstances under which the statements therein were made, not misleading (the matters

in the foregoing clauses (i) and (ii) being, collectively, “Violations”). Subject to Section 6(e), the Company

shall reimburse the Investor Parties, promptly as such expenses are incurred and are due and payable, for any reasonable and documented

out-of-pocket legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim.

Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (i) shall not

apply to a Claim by an Investor Party arising out of or based upon a Violation which occurs in reliance upon and in conformity with information

furnished in writing to the Company by such Investor Party for such Investor Party expressly for use in connection with the preparation

of such Registration Statement, Prospectus or Prospectus Supplement or any such amendment thereof or supplement thereto (it being hereby

acknowledged and agreed that the written information set forth on Exhibit B attached hereto is the only written information furnished

to the Company by or on behalf of the Investor expressly for use in any Registration Statement, Prospectus or Prospectus Supplement);

(ii) shall not be available to the Investor to the extent such Claim is based on a failure of the Investor to deliver or to cause to

be delivered the Prospectus (as amended or supplemented) made available by the Company (to the extent applicable), including, without

limitation, a corrected Prospectus, if such Prospectus (as amended or supplemented) or corrected Prospectus was timely made available

by the Company pursuant to Section 3(d) and then only if, and to the extent that, following the receipt of the corrected Prospectus no

grounds for such Claim would have existed; and (iii) shall not apply to amounts paid in settlement of any Claim if such settlement is

effected without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. Such indemnity

shall remain in full force and effect regardless of any investigation made by or on behalf of the Investor Party and shall survive the

transfer of any of the Registrable Securities by the Investor pursuant to Section 9.

(b) In

connection with any Registration Statement in which the Investor is participating, the Investor agrees to severally and not jointly indemnify,

hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each of its directors,

each of its officers who signs the Registration Statement and each Person, if any, who controls the Company within the meaning of the

Securities Act or the Exchange Act (each, a “Company Party”), against any Claim or Indemnified Damages to which

any of them may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Claim or Indemnified Damages

arise out of or are based upon any Violation, in each case, to the extent, and only to the extent, that such Violation occurs in reliance

upon and in conformity with written information relating to the Investor furnished to the Company by the Investor expressly for use in

connection with such Registration Statement, the Prospectus included therein or any Prospectus Supplement thereto (it being hereby acknowledged

and agreed that the written information set forth on Exhibit B attached hereto is the only written information furnished to the

Company by or on behalf of the Investor expressly for use in any Registration Statement, Prospectus or Prospectus Supplement); and, subject

to Section 6(e) and the below provisos in this Section 6(b), the Investor shall reimburse a Company Party any reasonable, documented

out-of-pocket legal or other expenses reasonably incurred by such Company Party in connection with investigating or defending any such

Claim; provided, however, the indemnity agreement contained in this Section 6(b) and the agreement with respect to contribution

contained in Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written

consent of the Investor, which consent shall not be unreasonably withheld or delayed; and provided, further that the Investor

shall be liable under this Section 6(b) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to

the Investor as a result of the applicable sale of Registrable Securities pursuant to such Registration Statement, Prospectus or Prospectus

Supplement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Company

Party and shall survive the transfer of any of the Registrable Securities by the Investor pursuant to Section 9.

after receipt by an Investor Party or Company Party (as the case may be) under this Section 6 of notice of the commencement of any action

or proceeding (including, without limitation, any governmental action or proceeding) involving a Claim, such Investor Party or Company

Party (as the case may be) shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver

to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate

in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control

of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Investor Party or the Company Party (as the

case may be); provided, however, an Investor Party or Company Party (as the case may be) shall have the right to retain

its own counsel with the reasonable and documented out-of-pocket fees and expenses of such counsel to be paid by the indemnifying party

if: (i) the indemnifying party has agreed in writing to pay such fees and expenses; (ii) the indemnifying party shall have failed promptly

to assume the defense of such Claim and to employ counsel reasonably satisfactory to such Investor Party or Company Party (as the case

may be) in any such Claim; or (iii) the named parties to any such Claim (including, without limitation, any impleaded parties) include

both such Investor Party or Company Party (as the case may be) and the indemnifying party, and such Investor Party or such Company Party

(as the case may be) shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent

such Investor Party or such Company Party and the indemnifying party (in which case, if such Investor Party or such Company Party (as

the case may be) notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying

party, then the indemnifying party shall not have the right to assume the defense thereof on behalf of the indemnified party and such

counsel shall be at the expense of the indemnifying party, provided further that in the case of clause (iii) above the indemnifying

party shall not be responsible for the reasonable fees and expenses of more than one (1) separate legal counsel for all Investor Parties

or Company Parties (as the case may be). The Company Party or Investor Party (as the case may be) shall reasonably cooperate with the

indemnifying party in connection with any negotiation or defense of any such action or Claim by the indemnifying party and shall furnish

to the indemnifying party all information reasonably available to the Company Party or Investor Party (as the case may be) which relates

to such action or Claim. The indemnifying party shall keep the Company Party or Investor Party (as the case may be) reasonably apprised

at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable

for any settlement of any action, claim or proceeding effected without its prior written consent; provided, however, the

indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written

consent of the Company Party or Investor Party (as the case may be), consent to entry of any judgment or enter into any settlement or

other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Company Party

or Investor Party (as the case may be) of a release from all liability in respect to such Claim or litigation, and such settlement shall

not include any admission as to fault on the part of the Company Party. For the avoidance of doubt, the immediately preceding sentence

shall apply to Sections 6(a) and 6(b) hereof. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated

to all rights of the Company Party or Investor Party (as the case may be) with respect to all third parties, firms or corporations relating

to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable

time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Investor Party or Company

Party (as the case may be) under this Section 6, except to the extent that the indemnifying party is materially and adversely prejudiced

in its ability to defend such action.

(d) No

Person involved in the sale of Registrable Securities who is guilty of fraudulent misrepresentation (within the meaning of Section 11(f)

of the Securities Act) in connection with such sale shall be entitled to indemnification from any Person involved in such sale of Registrable

Securities who is not guilty of fraudulent misrepresentation.

(e) The

indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation

or defense, as and when bills are received or Indemnified Damages are incurred; provided that any Person receiving any payment

pursuant to this Section 6 shall promptly reimburse the Person making such payment for the amount of such payment to the extent a court

of competent jurisdiction determines that such Person receiving such payment was not entitled to such payment.

(f) The

indemnity and contribution agreements contained herein shall be in addition to (i) any cause of action or similar right of the Company

Party or Investor Party against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant

to the law.

7. Contribution.

the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum

contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law;

provided, however: (i) no contribution shall be made under circumstances where the maker would not have been liable for

indemnification under the fault standards set forth in Section 6 of this Agreement, (ii) no Person involved in the sale of Registrable

Securities which Person is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) in connection

with such sale shall be entitled to contribution from any Person involved in such sale of Registrable Securities who was not guilty of

fraudulent misrepresentation; and (iii) contribution by any seller of Registrable Securities shall be limited in amount to the amount

of net proceeds received by such seller from the applicable sale of such Registrable Securities pursuant to such Registration Statement.

Notwithstanding the provisions of this Section 7, the Investor shall not be required to contribute, in the aggregate, any amount in excess

of the amount by which the net proceeds actually received by the Investor from the applicable sale of the Registrable Securities subject

to the Claim exceeds the amount of any damages that the Investor has otherwise been required to pay, or would otherwise be required to

pay under Section 6(b), by reason of such untrue or alleged untrue statement or omission or alleged omission.

8. Reports

Under the Exchange Act.

With

a view to making available to the Investor the benefits of Rule 144, the Company agrees to:

(a) use

its commercially reasonable efforts to make and keep public information available, as those terms are understood and defined in Rule

144;

(b) use

its commercially reasonable efforts to file with the Commission in a timely manner all reports and other documents required of the Company

under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements (it being understood that nothing

herein shall limit any of the Company’s obligations under the Purchase Agreement) and the filing of such reports and other documents

is required for the applicable provisions of Rule 144;

to the Investor so long as the Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company, if

true, that it has complied with the reporting, submission and posting requirements of Rule 144 and the Exchange Act, (ii) a copy of the

most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company with the Commission

if such reports are not publicly available via EDGAR, and (iii) such other information as may be reasonably requested to permit the Investor

to sell such securities pursuant to Rule 144 without registration; and

(d) take

such additional action as is reasonably requested by the Investor to enable the Investor to sell the Registrable Securities pursuant

to Rule 144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions

to the Company’s transfer agent as may be reasonably requested from time to time by the Investor and otherwise fully cooperate

with Investor and Investor’s broker to effect such sale of securities pursuant to Rule 144.

9. Assignment

of Registration Rights.

Neither

the Company nor the Investor shall assign this Agreement or any of their respective rights or obligations hereunder; provided,

however, that any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby

the Company remains the surviving entity immediately after such transaction shall not be deemed an assignment.

10. Amendment

or Waiver.

provision of this Agreement may be amended or waived by the parties from and after the date that is one (1) Trading Day immediately preceding

the date on which the Initial Registration Statement is initially filed with the Commission. Subject to the immediately preceding sentence,

no provision of this Agreement may be (i) amended other than by a written instrument signed by both parties hereto or (ii) waived other

than in a written instrument signed by the party against whom enforcement of such waiver is sought. Failure of any party to exercise

any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a

waiver thereof.

11. Miscellaneous.

(a) Solely

for purposes of this Agreement, a Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to

own of record such Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons

with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from

such record owner of such Registrable Securities.

(b) Any

notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement shall be given

in accordance with Section 10.4 of the Purchase Agreement.

of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy,

shall not operate as a waiver thereof. The Company and the Investor acknowledge and agree that irreparable damage would occur in the

event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached.

It is accordingly agreed that either party shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions

of this Agreement by the other party and to enforce specifically the terms and provisions hereof (without the necessity of showing economic

loss and without any bond or other security being required), this being in addition to any other remedy to which either party may be

entitled by law or equity.

(d) All

questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws

of the State of New York, without giving effect to any law or rule (whether of the State of New York or any other jurisdictions) that

would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits

to the exclusive jurisdiction of the 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, and hereby irrevocably waives,

and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such

court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding

is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit,

action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that

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

limit in any way any right to serve process in any manner permitted by law. If any provision of this Agreement shall be invalid or unenforceable

in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement

in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction. EACH PARTY HEREBY

IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR

IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

(e) The

Transaction Documents set forth the entire agreement and understanding of the parties solely with respect to the subject matter thereof

and supersede all prior and contemporaneous agreements, negotiations and understandings between the parties, both oral and written, solely

with respect to such matters. There are no promises, undertakings, representations or warranties by either party relative to subject

matter hereof not expressly set forth in the Transaction Documents. Notwithstanding anything in this Agreement to the contrary and without

implication that the contrary would otherwise be true, nothing contained in this Agreement shall limit, modify or affect in any manner

whatsoever (i) the conditions precedent to a Purchase contained in Article VII of the Purchase Agreement or (ii) any of the Company’s

obligations under the Purchase Agreement.

(f) This

Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors. This Agreement is not

for the benefit of, nor may any provision hereof be enforced by, any Person, other than the parties hereto, their respective successors

and the Persons referred to in Sections 6 and 7 hereof.

(g) The

headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. Unless the

context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular and plural

forms thereof. The terms “including,” “includes,” “include” and words of like import shall be construed

broadly as if followed by the words “without limitation.” The terms “herein,” “hereunder,” “hereof”

and words of like import refer to this entire Agreement instead of just the provision in which they are found.

(h) This

Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall

become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile signature

or signature delivered by e-mail in a “.pdf” format data file, including any electronic signature complying with the U.S.

federal ESIGN Act of 2000, e.g., www.docusign.com, www.echosign.adobe.com, etc., shall be considered due execution and shall be binding

upon the signatory thereto with the same force and effect as if the signature were an original signature.

(i) 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.

(j) The

language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules of

strict construction will be applied against any party.

[Signature

Pages Follow]

WITNESS WHEREOF, Investor and the Company have caused their respective signature page to this Registration Rights Agreement to be

duly executed as of the date first written above.

PERASO INC.

By:

/s/ Ronald Glibbery

Name:

Ronald Glibbery

Title:

Chief Executive Officer

WITNESS WHEREOF, Investor and the Company have caused their respective signature page to this Registration Rights Agreement to be

duly executed as of the date first written above.

THE INVESTOR:

ROTH PRINCIPAL INVESTMENTS, LLC

By:

/s/ Joe Tonnos

Name:

Joe Tonnos

Title:

Co-President

EXHIBIT

SELLING

STOCKHOLDER

This

prospectus relates to the offer and sale by Roth Principal Investments of up to 31,750,000 shares of our common stock that may be issued

by us to Roth Principal Investments under the Purchase Agreement. For additional information regarding the shares of our common stock

included in this prospectus, see the section titled “The Committed Equity Facility” above. We are registering the

shares of our common stock included in this prospectus pursuant to the provisions of the Registration Rights Agreement we entered into

with Roth Principal Investments on June 30, 2026 in order to permit the Selling Stockholder to offer the shares of common stock included

in this prospectus for resale from time to time. Except for the transactions contemplated by the Purchase Agreement and the Registration

Rights Agreement and as set forth in the section titled “Plan of Distribution (Conflict of Interest)” in this prospectus,

Roth Principal Investments has not had any material relationship with us within the past three years. As used in this prospectus, the

term “Selling Stockholder” means Roth Principal Investments, LLC.

The

table below presents information regarding the Selling Stockholder and the shares of our common stock that may be resold by the Selling

Stockholder from time to time under this prospectus. This table is prepared based on information supplied to us by the Selling Stockholder,

and reflects holdings as of June 23, 2026. The number of shares in the column “Maximum Number of Shares of common stock to be Offered

Pursuant to this Prospectus” represents all of the shares of our common stock being offered for resale by the Selling Stockholder

under this prospectus. The Selling Stockholder may sell some, all or none of the shares of common stock being offered for resale in this

offering. We do not know how long the Selling Stockholder will hold the shares before selling them and, except as set forth in the section

titled “Plan of Distribution (Conflict of Interest)” in this prospectus, we are not aware of any existing arrangements

between the Selling Stockholder and any other stockholder, broker, dealer, underwriter or agent relating to the sale or distribution

of the shares of our common stock being offered for resale by this prospectus.

Beneficial

ownership is determined in accordance with Rule 13d-3(d) promulgated by the SEC under the Exchange Act, and includes shares of our common

stock with respect to which the Selling Stockholder has sole or shared voting and investment power. Because the Purchase Price to be

paid by the Selling Stockholder for shares of our common stock, if any, that we may elect to sell to the Selling Stockholder in one or

more Purchases from time to time under the Purchase Agreement will be determined on the applicable Purchase Dates therefor, the actual

number of shares of our common stock that we may sell to the Selling Stockholder under the Purchase Agreement may be fewer than the number

of shares being offered for resale under this prospectus. The fourth column assumes the resale by the Selling Stockholder of all of the

shares of our common stock being offered for resale pursuant to this prospectus.

A-1

Name of Selling Stockholder

Number of Shares of

Common Stock

Beneficially Owned

Prior to Offering

Maximum Number of Shares of Common Stock to be Offered Pursuant to this Prospectus

Number of Shares of

Common Stock

Beneficially Owned

After Offering

Number(1)

Percent

Number(2)

Percent

Roth Principal Investments, LLC(3)

31,750,000

(1) In

accordance with Rule 13d-3(d) under the Exchange Act, we have excluded from the number of

shares of common stock beneficially owned prior to the offering all of the shares of common

stock that Roth Principal Investments may be required to purchase under the Purchase Agreement,

because the issuance of such shares is solely at our discretion and is subject to conditions

contained in the Purchase Agreement, the satisfaction of which are entirely outside of Roth

Principal Investments’ control, including the registration statement that includes

this prospectus becoming and remaining effective. Furthermore, the Purchases of common stock

under the Purchase Agreement are subject to certain agreed upon maximum amount limitations

set forth in the Purchase Agreement. Also, the Purchase Agreement prohibits us from issuing

and selling any shares of common stock to Roth Principal Investments to the extent such shares,

when aggregated with all other shares of common stock then beneficially owned by Roth Principal

Investments, would cause Roth Principal Investments’ beneficial ownership of our common

stock to exceed the 4.99% Beneficial Ownership Limitation. The Purchase Agreement also prohibits

us from issuing or selling shares of our common stock under the Purchase Agreement in excess

of the 19.99% Exchange Cap, unless we obtain stockholder approval to do so, or unless the

average price for all shares of our common stock purchased by Roth Principal Investments

under the Purchase Agreement equals or exceeds $0.9854 per share, such that the Exchange

Cap limitation would not apply under applicable Nasdaq rules. Neither the Beneficial Ownership

Limitation nor the Exchange Cap (to the extent applicable under Nasdaq) may be amended or

waived under the Purchase Agreement.

(2) Assumes

the sale of all shares of common stock being offered pursuant to this prospectus.

(3) The

business address of Roth Principal Investments, LLC (“Roth Principal Investments”)

is 2340 Collins Avenue, Suite 402, Miami Beach, Florida 33139. The principal business of

Roth Principal Investments is that of a private investor. Roth Principal Investments is a

wholly owned subsidiary of CR Financial Holdings, Inc. (“CRFH”). CRFH expressly

disclaims beneficial ownership of securities held of record by Roth Principal Investments,

except to the extent of its pecuniary interest therein. All voting and investment decisions

with respect to securities held of record by Roth Principal Investments are made by majority

vote of an investment policy committee of Roth Principal Investments composed of five individuals,

each of whom is not involved in the management of CRFH and at least three of whom are not

affiliates or associated persons of Roth Capital Partners, LLC (“RCP”), a registered

broker-dealer and member of the Financial Industry Regulatory Authority, Inc. (“FINRA”),

and a wholly owned subsidiary of CRFH. We have been advised that neither CRFH nor Roth Principal

Investments is a FINRA member or an independent broker-dealer. Because each of Roth Principal

Investments and RCP is a wholly owned subsidiary of CRFH, Roth Principal Investments is deemed

to be an affiliate of RCP. RCP will act as an executing broker that will effectuate resales

of our common stock that may be acquired by Roth Principal Investments from us pursuant to

the Purchase Agreement to the public in this offering. See “Plan of Distribution

(Conflict of Interest)” for more information about the relationship between Roth

Principal Investments and RCP.

A-2

PLAN

OF DISTRIBUTION (CONFLICT OF INTEREST)

The

shares of our common stock offered by this prospectus are being offered by the Selling Stockholder, Roth Principal Investments, LLC.

The shares may be sold or distributed from time to time by the Selling Stockholder directly to one or more purchasers or through brokers,

dealers, or underwriters who may act solely as agents at market prices prevailing at the time of sale, at prices related to the prevailing

market prices, at negotiated prices, or at fixed prices, which may be changed. The sale of the shares of our common stock offered by

this prospectus could be effected in one or more of the following methods:

● ordinary

brokers’ transactions;

● transactions

involving cross or block trades;

● through

brokers, dealers, or underwriters who may act solely as agents;

● “at

the market” into an existing market for our common stock;

● in

other ways not involving market makers or established business markets, including direct

sales to purchasers or sales effected through agents;

● in

privately negotiated transactions; or

● any

combination of the foregoing.

order to comply with the securities laws of certain states, if applicable, the shares may be sold only through registered or licensed

brokers or dealers. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale

in the state or an exemption from the state’s registration or qualification requirement is available and complied with.

Roth

Principal Investments is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act.

Roth

Principal Investments has informed us that it presently anticipates using, but is not required to use, Roth Capital Partners, LLC (“RCP”),

a registered broker-dealer and FINRA member and an affiliate of Roth Principal Investments, as a broker to effectuate resales, if any,

of our common stock that it may acquire from us pursuant to the Purchase Agreement, and that it may also engage one or more other registered

broker-dealers to effectuate resales, if any, of such common stock that it may acquire from us, although, as of the date of this prospectus,

it does not anticipate engaging any such other registered broker-dealers. Such resales will be made at prices and at terms then prevailing

or at prices related to the then current market price. Each such registered broker-dealer, including RCP, will be an underwriter within

the meaning of Section 2(a)(11) of the Securities Act. Roth Principal Investments has informed us that RCP, and any other broker-dealer

it may engage to effectuate resales of our common stock on its behalf (as the case may be), may receive commissions from Roth Principal

Investments for executing such resales for Roth Principal Investments and, if so, such commissions will not exceed customary brokerage

commissions.

Roth

Principal Investments is an affiliate of RCP, a registered broker-dealer and FINRA member, which will act as an executing broker that

will effectuate resales of our common stock that may

be acquired by Roth Principal Investments from us pursuant to the Purchase Agreement to the public in this offering. Because

Roth Principal Investments will receive all the net proceeds from such resales of our common stock made to the public through RCP, RCP

is deemed to have a “conflict of interest” within the meaning of FINRA Rule 5121. Consequently, this offering will be conducted

in compliance with the provisions of FINRA Rule 5121, which requires that a “qualified independent underwriter,” as defined

in FINRA Rule 5121, participate in the preparation of the registration statement that includes this prospectus and exercise the usual

standards of “due diligence” with respect thereto. Accordingly, we have engaged Digital Offering, LLC, a registered broker-dealer

and FINRA member (“Digital Offering”), to be the qualified independent underwriter in this offering and, in such capacity,

participate in the preparation of the registration statement that includes this prospectus and exercise the usual standards of “due

diligence” with respect thereto. Roth Principal Investments has agreed to pay directly to Digital Offering an aggregate

cash fee of $50,000, as consideration for its services in connection with acting as the qualified independent underwriter in this offering,

with such amount to be reimbursed by us on or prior to the Commencement Date. Digital Offering

will receive no other compensation for acting as the qualified independent underwriter in this offering. In accordance with FINRA Rule

5110, such cash fee paid to Digital Offering for acting as the qualified independent underwriter

in this offering, is deemed to be underwriting compensation in connection with sales of our common stock by Roth Principal Investments

to the public. In accordance with FINRA Rule 5121, RCP is not permitted to sell shares of our common

stock in this offering to an account over which it exercises discretionary authority without the prior specific written approval of the

account holder.

A-3

Except

as set forth above, we know of no existing arrangements between the Selling Stockholder and any other stockholder, broker, dealer, underwriter

or agent relating to the sale or distribution of the shares of our common stock offered by this prospectus.

Brokers,

dealers, underwriters or agents participating in the distribution of the shares of our common stock offered by this prospectus may receive

compensation in the form of commissions, discounts, or concessions from the purchasers, for whom the broker-dealers may act as agent,

of the shares sold by the Selling Stockholder through this prospectus. The compensation paid to any such particular broker-dealer by

any such purchasers of shares of our common stock sold by the Selling Stockholder may be less than or in excess of customary commissions.

Neither we nor the Selling Stockholder can presently estimate the amount of compensation that any agent will receive from any purchasers

of shares of our common stock sold by the Selling Stockholder.

may from time to time file with the SEC one or more supplements to this prospectus or amendments to the registration statement of which

this prospectus forms a part to amend, supplement or update information contained in this prospectus, including, if and when required

under the Securities Act, to disclose certain information relating to a particular sale of shares offered by this prospectus by the Selling

Stockholder, including with respect to any compensation paid or payable by the Selling Stockholder to any brokers, dealers, underwriters

or agents that participate in the distribution of such shares by the Selling Stockholder, and any other related information required

to be disclosed under the Securities Act.

will pay the expenses incident to the registration under the Securities Act of the offer and sale of the shares of our common stock by

the Selling Stockholder covered by this prospectus. We estimate that the total expenses for the offering will be approximately $[●].

consideration for its irrevocable commitment to purchase our common stock at our direction under the Purchase Agreement, we agreed to

pay to Roth Principal Investments a cash commitment fee in the amount of $500,000, which is equal

to 2.0% of Roth Principal Investments’ $25,000,000 total dollar amount purchase commitment under the Purchase Agreement. The $500,000

cash commitment fee will be paid over time by Roth Principal Investments withholding cash amounts equal to 10% of the total aggregate

Purchase Price payable by Roth Principal Investments to us in connection with each Purchase of shares of our common stock effected under

the Purchase Agreement, until such time as Roth Principal Investments shall have received from such cash withholdings a total aggregate

amount in cash equal to $500,000, representing the entire cash commitment fee payable to Roth Principal Investments pursuant to this

Agreement. In accordance with FINRA Rule 5110, the $500,000 cash commitment fee is deemed to be underwriting compensation in connection

with sales of our common stock by Roth Principal Investments to the public.

addition, we have agreed to reimburse Roth Principal Investments the Initial Legal Fee Reimbursement Amount of $100,000 upon our execution

of the Purchase Agreement and Registration Rights Agreement and the Additional Investor Legal Fee Reimbursement Amount of up to $7,500

per fiscal quarter, in each case in connection with the transactions contemplated by the Purchase Agreement and the Registration Rights

Agreement. In accordance with FINRA Rule 5110, these

reimbursed fees and expenses are deemed to be underwriting compensation in connection with sales of our common stock by Roth Principal

Investments to the public. Moreover, in accordance with FINRA Rule 5110, the 3.0% fixed discount to current market prices

of our common stock reflected in the purchase prices payable by Roth Principal Investments for our common stock that we may require it

to purchase from us from time to time in one or more Market Open Purchases and/or one or more Intraday Purchases under the Purchase Agreement

and the 6.0% fixed discount to current market prices of our common stock reflected in the

purchase prices payable by Roth Principal Investments for our common stock that we may require it to purchase from us from time to time

in one or more Pre-Market Purchases and/or one or more Post-Market Purchases under the Purchase Agreement, in each case are deemed to

be underwriting compensation in connection with sales of our common stock by Roth Principal Investments to the public.

also have agreed to indemnify Roth Principal Investments and certain other persons against certain liabilities in connection with the

offering of shares of our common stock offered hereby, including liabilities arising under the Securities Act or, if such indemnity is

unavailable, to contribute amounts required to be paid in respect of such liabilities. Roth Principal Investments has agreed to indemnify

us against liabilities under the Securities Act that may arise from certain written information furnished to us by Roth Principal Investments

specifically for use in this prospectus or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of

such liabilities. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers,

and controlling persons, we have been advised that in the opinion of the SEC this indemnification is against public policy as expressed

in the Securities Act and is therefore, unenforceable.

A-4

Roth

Principal Investments has represented to us that at no time prior to the date of the Purchase Agreement has Roth Principal Investments,

any of its officers, or any entity managed or controlled by Roth Principal Investments, engaged in or effected, in any manner whatsoever,

directly or indirectly, for Roth Principal Investments’ own principal account or for the principal account of any such entity managed

or controlled by Roth Principal Investments, any short sale (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act)

of our common stock or any hedging transaction, which establishes a net short position with respect to our common stock that remained

in effect as of the date of the Purchase Agreement. Roth Principal Investments has agreed that during the term of the Purchase Agreement,

none of Roth Principal Investments, any of its officers, or any entity managed or controlled by Roth Principal Investments, will enter

into or effect, directly or indirectly, any of the foregoing transactions either for Roth Principal Investments’ own principal

account or for the principal account of any such entity managed or controlled by Roth Principal Investments.

have advised the Selling Stockholder that it is required to comply with Regulation M promulgated under the Exchange Act. With certain

exceptions, Regulation M precludes the Selling Stockholder, any affiliated purchasers, and any broker-dealer or other person who participates

in the distribution from bidding for or purchasing or attempting to induce any person to bid for or purchase any security which is the

subject of the distribution until the entire distribution is complete. Regulation M also prohibits any bids or purchases made in order

to stabilize the price of a security in connection with the distribution of that security. All of the foregoing may affect the marketability

of the securities offered by this prospectus.

This

offering will terminate on the date that all shares of our common stock offered by this prospectus have been sold by the Selling Stockholder.

Our

common stock is currently listed on Nasdaq under the symbol “PRSO”.

RCP,

an affiliate of Roth Principal Investments, from time to time in the future may provide various investment banking and other financial

services for us and/or one or more of our affiliates that are unrelated to the transactions contemplated by the Purchase Agreement and

Registration Rights Agreement and the offering of shares for resale by Roth Principal Investments to which this prospectus relates, for

which investment banking and other financial services RCP may receive customary fees, commissions and other compensation from us, aside

from any discounts, fees and other compensation that Roth Principal Investments and RCP have received and may receive in connection with

the transactions contemplated by the Purchase Agreement, including (i) the $500,000 cash commitment

fee we have agreed to pay or cause to be paid to Roth Principal Investments, in each case as consideration for its irrevocable commitment

to purchase shares of our common stock from us at our direction under the Purchase Agreement, (ii) the 3.0% fixed discount to current

market prices of our common stock reflected in the purchase prices payable by Roth Principal Investments for our common stock that we

may require it to purchase from us from time to time in one or more Market Open Purchases and/or one or more Intraday Purchases under

the Purchase Agreement, (iii) the 6.0% fixed discount to current market prices of our common stock reflected in the purchase prices payable

by Roth Principal Investments for our common stock that we may require it to purchase from us from time to time in one or more Pre-Market

Purchases and/or one or more Post-Market Purchases under the Purchase Agreement, (iv) our reimbursement of Roth Principal Investments’

legal fees up to $190,000 in the aggregate ($100,000 upon execution of the Purchase Agreement and $7,500 per

fiscal quarter for the maximum three-year term of the Purchase Agreement) in connection with the transactions contemplated by the Purchase

Agreement and the Registration Rights Agreement, and (iv) any customary brokerage commissions that may be received by RCP from

Roth Principal Investments for executing resales of our common stock purchased or acquired by Roth Principal Investments from us pursuant

to the Purchase Agreement to the public in this offering.

The

total underwriting compensation to be received by all participating FINRA members, in the aggregate, in connection with this offering,

as determined under FINRA Rule 5110, will not exceed 8.0% of the maximum aggregate offering price of all shares of our common stock that

may be resold by Roth Principal Investments to the public through this prospectus. Accordingly, the total amount of any specific item

of underwriting compensation described herein that may be received by any participating FINRA member in connection with this offering

shall, in each case, be subject to the limitation on the total underwriting compensation to be received by all participating FINRA members,

in the aggregate, in connection with this offering, as determined under FINRA Rule 5110, described in the immediately preceding sentence.

A-5

EXHIBIT

The

business address of Roth Principal Investments, LLC (“Roth Principal Investments”) is 2340 Collins Avenue, Suite 402, Miami

Beach, Florida 33139. The principal business of Roth Principal Investments is that of a private investor. Roth Principal Investments

is a wholly owned subsidiary of CR Financial Holdings, Inc. (“CRFH”). CRFH expressly disclaims beneficial ownership of securities

held of record by Roth Principal Investments, except to the extent of its pecuniary interest therein. All voting and investment decisions

with respect to securities held of record by Roth Principal Investments are made by majority vote of an investment policy committee of

Roth Principal Investments composed of five individuals, each of whom is not involved in the management of CRFH and at least three of

whom are not affiliates or associated persons of Roth Capital Partners, LLC (“RCP”), a registered broker-dealer and member

of the Financial Industry Regulatory Authority, Inc. (“FINRA”), and a wholly owned subsidiary of CRFH. Neither CRFH nor Roth

Principal Investments is a FINRA member or an independent broker-dealer. Because each of Roth Principal Investments and RCP is a wholly

owned subsidiary of CRFH, Roth Principal Investments is deemed to be an affiliate of RCP. RCP will act as an executing broker that will

effectuate resales of common stock that may be acquired by Roth Principal Investments from the Company pursuant to the Purchase Agreement

to the public in this offering.

B-1

EX-99.1 — PRESS RELEASE, DATED JULY 2, 2026

EX-99.1

Filename: ea029639901ex99-1.htm · Sequence: 4

Exhibit 99.1

Peraso Enters Into Committed Equity Facility

of up to $25 Million

Facility Expected to Provide Access to Additional

Working Capital and to Support

Continued Product Development for Drone, Defense and Tactical Communications

SAN JOSE, Calif., July 2, 2026 – Peraso

Inc. (NASDAQ: PRSO) (“Peraso” or the “Company”), a pioneer in mmWave wireless technology solutions, today announced

that it has entered into a committed equity facility (“CEF”) with Roth Principal Investments, LLC (“RPI”), an

affiliate of CR Financial Holdings, Inc., the holding company for Roth Capital Partners.

The CEF allows, but does not obligate, Peraso

to issue and sell up to $25 million of its shares of common stock to RPI, at the Company’s discretion and subject to certain conditions

set forth in the CEF agreement, following the filing and effectiveness of a registration statement registering the resale of such shares.

Peraso intends to use any net proceeds for working capital and general corporate purposes, including continued product development and

expansion in the drone, defense and tactical communications markets. The Company may access capital opportunistically over time and is

under no obligation to utilize the full amount available under the facility. The Company may not be able to sell the full $25 million

of shares available under the facility due to limitations, including the number of shares registered for resale and applicable Nasdaq

rules.

“We are pleased to have entered into this

committed equity facility, which is intended to provide additional financial and working capital flexibility, including to support our

continued product development for drone, defense and tactical communications,” stated Ron Glibbery, CEO of Peraso.

This press release does not constitute an offer

to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which

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

The Company intends to file a registration statement with the SEC to register the resale of the shares issuable under the CEF. These securities

may not be sold until that registration statement is filed and becomes effective.

Forward Looking Statements

This press release contains forward-looking statements

within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as

amended, which are intended to be covered by the "safe harbor" created by those sections. All statements in this release that

are not based on historical fact are "forward-looking statements." These statements may be identified by words such as "estimates,"

"anticipates," "projects," "plans," "strategy," "goal," or "planned," "seeks,"

"may," "might", "will," "expects," "intends," "believes," "would,"

"should," and similar expressions, or the negative versions thereof, and which also may be identified by their context. All

statements that address availability of capital, Peraso’s potential use of the CEF, including the use of proceeds, and anticipated

use of Peraso’s mmWave technology in the drone, defense and tactical communications markets that are not otherwise historical facts,

are forward-looking statements.

Forward-looking statements are based on certain

assumptions and expectations of future events that are subject to risks and uncertainties. Actual results and trends may differ materially

from historical results or those projected in any such forward-looking statements depending on a variety of factors. These factors include,

but are not limited to, anticipated use of the CEF, the ability to use the CEF, Peraso’s ability to receive additional orders

for its 60GHz modules for drone, defense and tactical communications and other risks, including the risks discussed in Peraso's Securities

and Exchange Commission filings. Peraso undertakes no obligation to update publicly any forward-looking statement for any reason, except

as required by law, even as new information becomes available or other events occur in the future.

About Peraso Inc.

Peraso Inc. (NASDAQ: PRSO) is a pioneer in high-performance

60 GHz unlicensed and 5G mmWave wireless technology, offering chipsets, modules, software and IP. Peraso supports a variety of applications,

including fixed wireless access, drone, defense and tactical communications, immersive video, and factory automation. For additional information,

please visit www.perasoinc.com.

Peraso and the Peraso logo are registered trademarks

of Peraso Inc. in the U.S. and/or other countries.

Company

Contact:

Jim Sullivan, CFO

Peraso Inc.

P: 408-418-7500

E: jsullivan@perasoinc.com

Investor Relations Contact

Shelton Group

Brett L. Perry

P: 214-272-0070

E: sheltonir@sheltongroup.com

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