Form 8-K

8-K — Worksport Ltd

Accession: 0001493152-26-029959

Filed: 2026-06-24

Period: 2026-06-17

CIK: 0001096275

SIC: 3714 (MOTOR VEHICLE PARTS & ACCESSORIES)

Item: Entry into a Material Definitive Agreement

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-1.1 (ex1-1.htm)

EX-4.1 (ex4-1.htm)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

EX-99.1 (ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

0001096275

2026-06-17

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

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

Date

of Report (Date of earliest event reported): June 17, 2026

WORKSPORT

LTD.

(Exact

name of registrant as specified in its charter)

Nevada

001-40681

35-2696895

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

2500

N America Dr

West

Seneca, New York 14224

(Address

of principal executive offices) (ZIP Code)

(888)

554-8789

Registrant’s

telephone number, including area code

Not

Applicable

(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

Symbols

Name

of each exchange on which registered

Common

WKSP

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 (§ 230.405

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

Emerging

growth company ☐

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

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

Item

1.01. Entry into a Material Definitive Agreement.

June 17, 2026, Worksport Ltd. (the “Company”) entered into a securities purchase agreement (the “First Purchase Agreement”)

with an investor (the “Purchaser”), pursuant to which the Company agreed to issue and sell to the Purchaser in a registered

direct offering (the “First Offering”): (i)

208,333 shares (the “First Offering Shares”) of the Company’s common stock, par value $0.001 per share (the “Common

Stock”), at an offering price of $1.20 per unit (each unit consisting of one share and one Common Warrant,

as defined herein), and (ii) common stock purchase

warrants (the “Common Warrants”) to purchase up to 208,333 shares of Common Stock (or up to 291,667 shares of Common Stock

upon cashless exercise, the

“Warrant Shares”), for aggregate gross proceeds of $250,000, before deducting placement agent fees and other offering expenses

payable by the Company. The First Offering closed on June 18, 2026.

The

Common Warrants have an exercise price of $1.50 per share, are immediately exercisable, and will expire on the fifth anniversary of the

date of issuance. The Common Warrants include a cashless exercise feature pursuant to which the holder is entitled to receive 1.4 shares

of Common Stock for each share of Common Stock for which the warrant is being exercised, without payment of the exercise price. The cashless

exercise feature is available at all times regardless of whether there is an effective registration statement covering the Warrant Shares.

The Common Warrants contain an ownership limitation pursuant to which the holder does not have the right to exercise any portion of the

Common Warrants if it would result in the holder (together with its affiliates) beneficially owning more than 4.99% (or, upon election

by the holder, 9.99%) of the Company’s outstanding Common Stock.

The First Offering Shares and the Warrant Shares

are being offered pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-291582) that was declared effective

by the Securities and Exchange Commission (the “Commission”) on December 12, 2025 (the

“Registration Statement”), and a prospectus supplement dated June 18, 2026, which was filed with the Commission pursuant

to Rule 424(b)(5) under the Securities Act of 1933, as amended (the “Securities Act”).

In connection with the First

Offering, the Company also entered into a placement agency agreement (the “Placement Agency Agreement”) with D. Boral Capital

LLC (the “Placement Agent”), pursuant to which the Placement Agent agreed to serve as the exclusive placement agent for the

Company in connection with the First Offering on a “reasonable best efforts” basis.

Pursuant to the Placement Agency Agreement, the Company agreed to pay the Placement Agent a cash fee equal to 7% of the aggregate gross

proceeds of the First Offering.

Pursuant

to the terms of the First Purchase Agreement, until ten (10) Trading Days following the closing date, the Company agreed not to issue

(or enter into any agreement to issue) any shares of Common Stock or Common Stock Equivalents (as defined in the First Purchase Agreement),

subject to certain exceptions, including an exception for follow-on transactions with the Purchaser and Exempt Issuances (as defined

in the First Purchase Agreement). The Purchaser subsequently waived such restrictions in connection with the Second Offering (as defined

below).

On June 18, 2026, the Company entered into a second

securities purchase agreement (the “Second Purchase Agreement”) with the same Purchaser, pursuant to which the Company agreed

to issue and sell to the Purchaser in a separate registered direct offering (the “Second Offering”) 675,529 shares (the “Second

Offering Shares”) of Common Stock at an offering price of $0.70 per share, for aggregate gross proceeds of approximately $472,870,

before deducting Placement Agent fees and other offering expenses payable by the Company.

The Second Offering also closed on June 18, 2026. No warrants or other derivative securities

were issued in connection with the Second Offering. The Company intends to use the net proceeds from both offerings for working capital

and general corporate purposes.

The

Second Offering Shares are being offered pursuant to the Registration Statement and a prospectus supplement dated June 18, 2026, which

was filed with the Commission pursuant to Rule 424(b)(5) under

the Securities Act.

The

Placement Agent is entitled to a cash fee equal to 5% of the aggregate gross proceeds of the Second Offering pursuant to the tail financing

provisions of the Placement Agency Agreement entered into in connection with the First Offering, as the Purchaser was introduced to the

Company by the Placement Agent during the term of such agreement.

The

First Purchase Agreement, the Placement Agency Agreement, and form of Common Warrant are filed as Exhibits 10.1, 1.1, and 4.1, respectively,

to this Current Report on Form 8-K and are incorporated by reference herein. The Second Purchase Agreement is filed as Exhibit 10.2 to

this Current Report on Form 8-K and is incorporated by reference herein. The foregoing summaries of the offerings and the securities

issued in connection therewith do not purport to be complete and are qualified in their entirety by reference to the definitive transaction

documents attached hereto.

Item

7.01. Regulation FD Disclosure.

June 18, 2026, the Company issued a press release announcing the offerings described in Item 1.01 of this Current Report on Form 8-K.

A copy of the press release is furnished herewith as Exhibit 99.1.

The

information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section

18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed

incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, except as expressly set forth

by specific reference in such filing.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

1.1

Form

of Placement Agency Agreement, dated June 18, 2026, by and between the Company and D. Boral Capital LLC

4.1

Form of Common Warrant

10.1

Form of Securities Purchase

Agreement, dated June 17, 2026, by and between the Company and the Purchaser signatory thereto (First Offering)

10.2

Form

of Securities Purchase Agreement, dated June

18, 2026, by and between the Company and the Purchaser signatory thereto (Second Offering)

99.1

Press Release, dated June 18, 2026

104

Cover

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

SIGNATURES

Pursuant

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

the undersigned hereunto duly authorized.

WORKSPORT

LTD.

Date:

June 24, 2026

By:

/s/

Steven Rossi

Name:

Steven

Rossi

Title:

Chief

Executive Officer

(Principal

Executive Officer)

EX-1.1

Filename: ex1-1.htm · Sequence: 2

Exhibit

1.1

PLACEMENT

AGENCY AGREEMENT

June

17, 2026

Worksport

Ltd.

2500

N America Dr

West

Seneca, NY 14224

Attention:

Steven Rossi, Chief Executive Officer

Dear

Mr. Rossi:

This

agreement (the “Agreement”) constitutes the agreement between D. Boral Capital LLC (the “Placement Agent”

or “D. Boral”) and Worksport Ltd., a corporation incorporated under the

laws of Nevada (the “Company”), pursuant to which the Placement Agent shall serve as the exclusive placement agent

for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”)

of registered Common Stock (the “Shares”) of the Company, par value $0.001 per share (the “Common Stock”)

and common stock purchase warrants to purchase Common Stock (the “Common Warrants”). The Shares, the Common Warrants,

and the Common Stock underlying the Common Warrants (the “Warrant Shares”) are collectively referred to herein as

the “Securities”). The terms of the Placement and the Securities shall be mutually agreed upon by the Company and

the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein constitutes

that the Placement Agent would have the power or authority to bind the Company or any Purchaser or an obligation for the Company to issue

any Securities or complete the Placement. This Agreement and the documents executed and delivered by the Company and the Purchasers in

connection with the Placement, including but not limited to the Purchase Agreement (as defined below), and the form of the Common Warrants

shall be collectively referred to herein as the “Transaction Documents.” The date of the closing of the Placement

shall be referred to herein as the “Closing Date.” The Company expressly acknowledges and agrees that the Placement

Agent’s obligations hereunder are on a reasonable best efforts basis only and that the execution of this Agreement does not constitute

a commitment by the Placement Agent to purchase the Securities and does not ensure the successful placement of the Securities or any

portion thereof or the success of the Placement Agent with respect to securing any other financing on behalf of the Company. With the

prior written consent of the Company, the Placement Agent may retain other brokers or dealers to act as sub-agents or selected-dealers

on its behalf in connection with the Placement. The sale of the Securities to any Purchaser will be evidenced by a securities purchase

agreement (the “Purchase Agreement”) between the Company and such Purchaser in a form reasonably acceptable to the

Company and the Placement Agent. Capitalized terms that are not otherwise defined herein have the meanings given to such terms in the

Purchase Agreement. Prior to the signing of any Purchase Agreement, officers of the Company will be available to answer inquiries from

prospective Purchasers.

SECTION

1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY; COVENANTS OF THE COMPANY.

Representations of the Company. Each of the representations and warranties (together with any related disclosure schedules thereto)

and covenants made by the Company to the Purchasers in the Purchase Agreement in connection with the Placement is hereby incorporated

herein by reference into this Agreement (as though fully restated herein) and is, as of the date of this Agreement and as of the Closing

Date, hereby made to, and in favor of, the Placement Agent. In addition to the foregoing, the Company represents and warrants that:

The Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration

statement on Form S-3, as amended (Registration No. 333-291582), and amendments thereto, and related preliminary prospectuses, for the

registration under the Securities Act of 1933, as amended (the “Securities Act”), of the Securities which registration

statement, as so amended (including post-effective amendments, if any) became effective on December 12, 2025. At the time of such filing,

the Company met the requirements of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in

Rule 415(a)(1)(x) under the Securities Act and complies with said Rule. The Company will file with the Commission pursuant to Rule 424(b)

under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated

thereunder, a supplement to the form of prospectus included in such registration statement relating to the placement of the Securities

and the plan of distribution thereof and has advised the Placement Agent of all further information (financial and other) with respect

to the Company required to be set forth therein. Such registration statement, including the exhibits thereto, as amended at the date

of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form in which it appears

in the Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus,

in the form in which it will be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented)

is hereinafter called the “Prospectus Supplement.” Any reference in this Agreement to the Registration Statement,

the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein

(the “Incorporated Documents”) which were filed under the Exchange Act on or before the date of this Agreement, or

the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be; and any reference in this Agreement to the terms

“amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus

or the Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the date

of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be, deemed to be incorporated

therein by reference. All references in this Agreement to financial statements and schedules and other information which is “contained,”

“included,” “described,” “referenced,” “set forth” or “stated” in the Registration

Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include

all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration

Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration

Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending

or has been initiated or, to the Company’s knowledge, is threatened by the Commission. For purposes of this Agreement, “free

writing prospectus” has the meaning set forth in Rule 405 under the Securities Act and the “Time of Sale Prospectus”

means the preliminary prospectus, if any, together with the free writing prospectuses, if any, used in connection with the Placement,

including any documents incorporated by reference therein.

The Registration Statement (and any further documents to be filed with the Commission) contains all exhibits and schedules as required

by the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective,

complied in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations and did not and,

as amended or supplemented, if applicable, will 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 not misleading. The Base Prospectus, the Time of Sale Prospectus

and the Prospectus Supplement, each as of its respective date, comply in all material respects with the Securities Act and the Exchange

Act and the applicable Rules and Regulations. Each of the Base Prospectus, the Time of Sale Prospectus and the Prospectus Supplement,

as amended or supplemented, did not and will not contain as of the date thereof any untrue statement of a material fact or omit to state

a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not

misleading. The Incorporated Documents, when they were filed with the Commission, conformed in all material respects to the requirements

of the Exchange Act and the applicable Rules and Regulations, and none of such documents, when they were filed with the Commission, contained

any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein (with respect to

Incorporated Documents incorporated by reference in the Base Prospectus or Prospectus Supplement), in the light of the circumstances

under which they were made not misleading; and any further documents so filed and incorporated by reference in the Base Prospectus, the

Time of Sale Prospectus or Prospectus Supplement, when such documents are filed with the Commission, will conform in all material respects

to the requirements of the Exchange Act and the applicable Rules and Regulations, as applicable, and will not contain any untrue statement

of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under

which they were made, not misleading. No post-effective amendment to the Registration Statement reflecting any facts or events arising

after the date thereof which represent, individually or in the aggregate, a fundamental change in the information set forth therein is

required to be filed with the Commission. There are no documents required to be filed with the Commission in connection with the transaction

contemplated hereby that (x) have not been filed as required pursuant to the Securities Act or (y) will not be filed within the requisite

time period. There are no contracts or other documents required to be described in the Base Prospectus, the Time of Sale Prospectus or

Prospectus Supplement, or to be filed as exhibits or schedules to the Registration Statement, which (x) have not been described or filed

as required or (y) will not be filed within the requisite time period.

The Company is eligible to use free writing prospectuses in connection with the Placement pursuant to Rules 164 and 433 under the Securities

Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will

be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the

Commission thereunder. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under

the Securities Act or that was prepared by or behalf of or used by the Company complies or will comply in all material respects with

the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. The Company will not, without

the prior consent of the Placement Agent, prepare, use or refer to, any free writing prospectus.

There are no affiliations with any FINRA member firm among the Company’s officers, directors or, to the knowledge of the Company,

any ten percent (10.0%) or greater shareholder of the Company, except as set forth in the Registration Statement and the other documents

the Company has filed or furnished with the Commission.

Covenants of the Company. The Company has delivered, or will as promptly as practicable deliver, to the Placement Agent materially

complete conformed copies of the Registration Statement and of each consent and certificate of experts, as applicable, filed as a part

thereof, and conformed copies of the Registration Statement (without exhibits), the Base Prospectus, the Time of Sale Prospectus and

the Prospectus Supplement, as amended or supplemented, in such quantities and at such places as the Placement Agent reasonably requests.

Neither the Company nor any of its directors and officers has distributed and none of them will distribute, prior to the Closing Date,

any offering material in connection with the offering and sale of the Securities pursuant to the Placement other than the Base Prospectus,

the Time of Sale Prospectus, the Prospectus Supplement, the Registration Statement, copies of the documents incorporated by reference

therein and any other materials permitted by the Securities Act.

SECTION

2. REPRESENTATIONS OF THE PLACEMENT AGENT. The Placement Agent represents and warrants that it (i) is a member in good standing of

FINRA, (ii) is registered as a broker/dealer under the Exchange Act, (iii) is licensed as a broker/dealer under the laws of the states

applicable to the offers and sales of the Securities by such Placement Agent, (iv) is and will be a body corporate validly existing under

the laws of its place of incorporation, and (v) has full power and authority to enter into and perform its obligations under this Agreement.

The Placement Agent will immediately notify the Company in writing of any change in its status as such. The Placement Agent covenants

that it will use its reasonable best efforts to conduct the Placement hereunder in compliance with the provisions of this Agreement and

the requirements of applicable law.

SECTION

3. COMPENSATION. In consideration of the services to be provided for hereunder, the Company shall pay to the Placement Agent or their

respective designees their pro rata portion (based on the Securities placed) of the following compensation with respect to the Securities

which they are placing:

A cash fee (the “Cash Fee”) equal to an aggregate of seven percent (7%) of the aggregate gross proceeds raised in

the Placement. The Cash Fee shall be paid at the closing of the Placement (the “Closing”).

The Placement Agent reserves the right to reduce any item of its compensation or adjust the terms thereof as specified herein in the

event that a determination shall be made by FINRA to the effect that such Placement Agent’s aggregate compensation is in excess

of FINRA rules or that the terms thereof require adjustment.

SECTION

4. The Company agrees to the indemnification and other agreements set forth in the Indemnification Provisions (the “Indemnification”)

attached hereto as Exhibit A, the provisions of which are incorporated herein by reference and shall survive the termination or

expiration of this Agreement.

SECTION

5. The Placement Agent’s engagement hereunder shall commence on the date of this Agreement and continue until the earlier of

(i) July 12, 2026 (11:59 p.m., New York time), (ii) the closing of the Placement, (iii) D. Boral’s withdrawal from the Placement

under the introductory paragraph of this Agreement, and (iv) the Company’s termination of this Agreement for cause under this Section

5, unless extended in writing (such date, the “Termination Date”). The Agreement may be terminated by the Company for cause,

which shall include the Placement Agent’s material failure to provide the placement agency services contemplated hereby, consistent

with FINRA Rule 5110(g)(5)(B). Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality,

indemnification, contribution and the Company’s obligations to pay fees contained herein and the Company’s obligations contained

in the Indemnification Provisions will survive any expiration or termination of this Agreement for twelve (12) months, irrespective of

whether a closing occurs. The Placement Agent agrees not to use any confidential information concerning the Company provided to them

by the Company for any purposes other than those contemplated under this Agreement.

SECTION

6. PLACEMENT AGENT INFORMATION. The Company agrees that any information or advice rendered by the Placement Agent in connection with

this engagement is for the confidential use of the Company and its directors, officers, employees, auditors, legal, financial and other

professional advisors in their evaluation of the Placement and related reporting, governance and financing matters and, except as otherwise

required by law, SEC, NASDAQ or other stock exchange requirement, regulation or legal process, or reasonably necessary in connection

with the Company’s board processes, auditors, advisors, financing counterparties or enforcement of its rights under this Agreement,

the Company will not disclose or otherwise refer to the advice or information in any manner without the Placement Agent’s prior

written consent.

SECTION

7. STANDSTILL. From the date hereof until ten (10) Trading Days after the Closing Date, neither the Company nor any Subsidiary shall

(i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any Common Stock or Common Stock Equivalents

or (ii) file any registration statement or any amendment or supplement thereto, in each case other than as contemplated by the Purchase

Agreement, except for the filing of a Form S-8 registration statement covering employee equity incentive plans. Notwithstanding the foregoing,

the restrictions set forth in this Section 7(a) shall not apply in respect of an Exempt Issuance (as defined in the Purchase Agreement),

except that no Variable Rate Transaction (as defined in the Purchase Agreement) (beside existing and outstanding transactions) shall

be an Exempt Issuance. In addition, the restrictions set forth in this Section 7(a) shall not apply to any follow-on transaction with

any Purchaser party to the Purchase Agreement.

SECTION

8. NO FIDUCIARY RELATIONSHIP. This Agreement does not create, and shall not be construed as creating rights enforceable by any person

or entity not a party hereto, except those entitled hereto by virtue of the Indemnification Provisions hereof. The Company acknowledges

and agrees that the Placement Agent is not and shall not be construed as a fiduciary of the Company and shall have no duties or liabilities

to the equity holders or the creditors of the Company or any other person by virtue of this Agreement or the retention of such Placement

Agent hereunder, all of which are hereby expressly waived.

SECTION

9. CLOSING. The obligations of the Placement Agent, and the closing of the sale of the Securities hereunder are subject to the accuracy,

when made and on the Closing Date, of the representations and warranties on the part of the Company and its subsidiaries contained herein

and in the Purchase Agreement, to the accuracy of the statements of the Company and its subsidiaries made in any certificates pursuant

to the provisions hereof, to the performance by the Company and its subsidiaries of their obligations hereunder, and to each of the following

additional terms and conditions, except as otherwise disclosed to and acknowledged and waived by the Placement Agent to the Company:

No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall

have been initiated or threatened by the Commission, and any request for additional information on the part of the Commission (to be

included in the Registration Statement, the Base Prospectus, the Prospectus Supplement or otherwise) shall have been complied with to

the reasonable satisfaction of the Placement Agent. Any filings required to be made by the Company in connection with the Placement shall

have been timely filed with the Commission.

The Placement Agent shall not have discovered and disclosed to the Company on or prior to the Closing Date that the Registration Statement,

the Base Prospectus, the Prospectus Supplement or any amendment or supplement thereto contains an untrue statement of a fact which, in

the reasonable opinion of counsel for the Placement Agent, is material or omits to state any fact which, in the reasonable opinion of

such counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading.

All corporate proceedings and other legal matters incident to the authorization, form, execution, delivery and validity of each of this

Agreement, the Shares, the Registration Statement, the Base Prospectus and the Prospectus Supplement and all other legal matters relating

to this Agreement and the transactions contemplated hereby shall be reasonably satisfactory in all material respects to counsel for the

Placement Agent, and the Company shall have furnished to such counsel all documents and information that they may reasonably request

to enable them to pass upon such matters.

The Placement Agent shall have received from outside counsel to the Company such counsel’s written opinions, addressed to the Placement

Agent and the Purchasers and dated as of the Closing Date, in form and substance reasonably satisfactory to the Placement Agent.

On the date hereof, the Placement Agent shall have received a certificate from the Chief Financial Officer of the Company as of such

date, addressed to each of the Placement Agent and in form and substance satisfactory in all respects to the Placement Agent and Placement

Agent’s counsel.

On the Closing Date, the Placement Agent shall have received a certificate from the Chief Financial Officer of the Company as of such

date, addressed to each of the Placement Agent and in form and substance satisfactory in all respects to the Placement Agent and Placement

Agent’s counsel.

On the Closing Date, Placement Agent shall have received a certificate of the Chief Executive Officer or other authorized officer of

the Company, dated, as applicable, as of the date of such Closing, to the effect that, as of the date of this Agreement and as of the

applicable date, the representations and warranties of the Company contained herein and in the Purchase Agreement were and are accurate

in all material respects, except for such changes as are contemplated by this Agreement and except as to representations and warranties

that were expressly limited to a state of facts existing at a time prior to the applicable Closing Date, and that, as of the applicable

date, the obligations to be performed by the Company hereunder on or prior thereto have been fully performed in all material respects.

On the Closing Date, Placement Agent shall have received a certificate of the Secretary of the Company, dated as of the date of such

Closing, certifying to the organizational documents, good standing in the jurisdiction of incorporation of the Company and board resolutions

relating to the Placement of the Securities from the Company.

Neither the Company nor any of its subsidiaries (i) shall have sustained since the date of the latest audited financial statements included

or incorporated by reference in the Registration Statement, the Base Prospectus and the Prospectus Supplement, any loss or interference

with its business from fire, explosion, flood, terrorist act or other calamity, whether or not covered by insurance, or from any labor

dispute or court or governmental action, order or decree, otherwise than as set forth in or contemplated by the Registration Statement,

the Base Prospectus and the Prospectus Supplement, (ii) since such date there shall not have been any change in the capital stock or

long-term debt of the Company or any of its subsidiaries or any change, or any development involving a prospective change, in or affecting

the business, general affairs, management, financial position, shareholders’ equity, results of operations or prospects of the

Company and its subsidiaries, otherwise than as set forth in or contemplated by the Registration Statement, the Base Prospectus and the

Prospectus Supplement, and (iii) since such date there shall not have been any new or renewed inquiries by the Commission, FINRA or any

other regulatory body regarding the Company, the effect of which, in any such case described in clause (i), (ii) or (iii), is, in the

judgment of the Placement Agent, so material and adverse as to make it impracticable or inadvisable to proceed with the sale or delivery

of the Securities on the terms and in the manner contemplated by the Base Prospectus, Time of Sale Prospectus and Prospectus Supplement.

The Common Stock is registered under the Exchange Act and, as of the Closing Date, the Shares and the Warrant Shares shall be listed

and admitted and authorized for trading on The Nasdaq Capital Market (the “Trading Market”) or other applicable U.S.

national exchange, or an application for such listing shall have been submitted to the Trading Market, and satisfactory evidence of such

action shall have been provided to the Placement Agent. The Company shall have taken no action designed to, or likely to have the effect

of terminating the registration of the Common Stock under the Exchange Act or delisting or suspending from trading the Common Stock from

the Trading Market or other applicable U.S. national exchange, nor, except as disclosed in the Base Prospectus, Time of Sale Prospectus

and Prospectus Supplement, has the Company received any information suggesting that the Commission or the Trading Market or other U.S.

applicable national exchange is contemplating terminating such registration or listing.

No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental

agency or body which would, as of the Closing Date, prevent the issuance or sale of the Securities or materially and adversely affect

or potentially and adversely affect the business or operations of the Company; and no injunction, restraining order or order of any other

nature by any federal or state court of competent jurisdiction shall have been issued as of the Closing Date which would prevent the

issuance or sale of the Securities or materially and adversely affect or potentially and adversely affect the business or operations

of the Company.

The Company shall have prepared and filed with the Commission a Form 8-K with respect to the Placement, including as an exhibit thereto

this Agreement.

The Company shall have entered into a Purchase Agreement with each of the Purchasers and such agreements shall be in full force and effect

and shall contain representations, warranties and covenants of the Company as agreed between the Company and the Purchasers.

FINRA shall have raised no objection to the fairness and reasonableness of the terms and arrangements of this Agreement. In addition,

the Company shall, if requested by the Placement Agent, make or authorize Placement Agent’s counsel to make on the Company’s

behalf, any filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110 with respect to the Placement and pay all

filing fees required in connection therewith.

Prior to the Closing Date, the Company shall have furnished to the Placement Agent such further information, certificates and documents

as the Placement Agent may reasonably request.

any of the conditions specified in this Section 9 shall not have been fulfilled when and as required by this Agreement, or if any of

the certificates, opinions, written statements or letters furnished to the Placement Agent or to Placement Agent’s counsel pursuant

to this Section 9 shall not be reasonably satisfactory in form and substance to the Placement Agent and to Placement Agent’s counsel,

all obligations of the Placement Agent hereunder may be cancelled by the Placement Agent at, or at any time prior to, the consummation

of the Closing. Notice of such cancellation shall be given to the Company in writing or orally. Any such oral notice shall be confirmed

promptly thereafter in writing.

SECTION

10. The Placement Agent shall be entitled to a cash fee equal to five percent (5.0%) of the gross proceeds received by the Company

in any bona fide capital raise from the sale of any equity, debt and/or equity derivative instruments (the “Tail Financing”)

to any Person actually and directly introduced by the Placement Agent to the Company at any time during the term of this Agreement and

consummated within the twelve (12) month period following the expiration or termination of the term of this Agreement (the “Tail

Period”), provided that such financing is by a Person actually and directly introduced to the Company in an offering in which

the Company has direct knowledge of such party’s participation. Notwithstanding the foregoing, no fee shall be payable by the Company

pursuant to this Section 10 if the Company terminates this Agreement for cause. For the avoidance of doubt, no fee shall be payable by

the Company to the Placement Agent from the proceeds of any sale or issuance of any equity and equity-linked securities to any Person

other than the Person introduced to the Company by the Placement Agent. The Placement Agent shall provide a written tail list within

five (5) business days of termination or expiration of this Agreement.

SECTION

11. This Agreement will be governed by, and construed in accordance with, the laws of the State of New York applicable to agreements

made and to be performed entirely in such State, without regard to the conflicts of laws principles thereof. This Agreement may not be

assigned by either party without the prior written consent of the other party. This Agreement shall be binding upon and inure to the

benefit of the parties hereto, and their respective successors and permitted assigns. Any controversy, dispute or claim arising under

or relating to this Agreement, any Transaction Document or any transaction or conduct in connection herewith or therewith shall be resolved

by confidential, final and binding arbitration administered by Judicial Arbitration and Mediation Services, Inc. (“JAMS”)

in New York, New York in accordance with its Comprehensive Arbitration Rules and Procedures. Judgment on any arbitration award may be

entered in any court of competent jurisdiction. Any right to trial by jury with respect to any dispute arising under this Agreement or

any transaction or conduct in connection herewith is waived. Each party hereto hereby irrevocably waives personal service of process

and consents, to the extent permitted by applicable law, to process being served in any arbitration, suit, action or proceeding to enforce

an arbitration award or obtain provisional or equitable relief by delivering a copy thereof via overnight delivery (with evidence of

delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute

good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to

serve process in any manner permitted by law. If either party shall commence an arbitration, action or proceeding to enforce any provisions

of a Transaction Document, then the prevailing party in such arbitration, action or proceeding shall be reimbursed by the other party

for its reasonable attorney’s fees and other reasonable costs and expenses incurred with the investigation, preparation and prosecution

of such arbitration, action or proceeding. This paragraph shall survive any termination of this Agreement, in whole or in part.

SECTION

12. ENTIRE AGREEMENT/MISCELLANEOUS. This Agreement (including the attached Indemnification Provisions) embodies the entire agreement

and understanding between the parties hereto, and supersedes all prior agreements and understandings, relating to the subject matter

hereof. If any provision of this Agreement is determined to be invalid or unenforceable in any respect, such determination will not affect

such provision in any other respect or any other provision of this Agreement, which will remain in full force and effect. This Agreement

may not be amended or otherwise modified or waived except by an instrument in writing signed by both Placement Agent and the Company.

The representations, warranties, agreements and covenants contained herein shall survive the closing of the Placement and delivery of

the Securities. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one

and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party,

it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission

or a .pdf format file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature

is executed) with the same force and effect as if such facsimile or .pdf signature page were an original thereof.

SECTION

13. CONFIDENTIALITY. The Placement Agent (i) will keep the Confidential Information (as such term is defined below) confidential

and will not (except as required by applicable law or stock exchange requirement, regulation or legal process (“Legal Requirement”),

without the Company’s prior written consent, disclose to any person any Confidential Information, and (ii) will not use any Confidential

Information other than in connection with the Placement. The Placement Agent further agrees, severally and not jointly, to disclose the

Confidential Information only to its Representatives (as such term is defined below) who need to know the Confidential Information for

the purpose of the Placement, and who are informed by the Placement Agent of the confidential nature of the Confidential Information.

The term “Confidential Information” shall mean, all confidential, proprietary and non-public information (whether

written, oral or electronic communications) furnished by the Company to a Placement Agent or its Representatives in connection with such

Placement Agent’s evaluation of the Placement. The term “Confidential Information” will not, however, include

information which (i) is or becomes publicly available other than as a result of a disclosure by a Placement Agent or its Representatives

in violation of this Agreement, (ii) is or becomes available to a Placement Agent or any of its Representatives on a non-confidential

basis from a third-party who, to the Placement Agent’s and its Representatives’ knowledge, as applicable, is not bound by

obligations of confidentiality to the Company with respect to such information, (iii) is known to a Placement Agent or any of its Representatives

prior to disclosure by the Company or any of its Representatives from a source not bound by obligations of confidentiality to the Company

with respect to such information, or (iv) is or has been independently developed by a Placement Agent and/or the Representatives without

use of any Confidential Information furnished to it by the Company. The term “Representatives” shall mean the Placement Agent’s

directors, board committees, officers, employees, financial advisors, attorneys and accountants. This provision shall be in full force

until the earlier of (a) the date that the Confidential Information ceases to be confidential and (b) two years from the date hereof.

Notwithstanding any of the foregoing, in the event that the Placement Agent or any of their respective Representatives are required by

Legal Requirement to disclose any of the Confidential Information, such Placement Agent and their respective Representatives will notify

the Company in writing, as promptly as practicable, prior to disclosure of such information, and furnish only that portion of the Confidential

Information which such Placement Agent or their respective Representative, as applicable, is required to disclose by Legal Requirement

as advised by counsel, and will use reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the

Confidential Information so disclosed.

SECTION

14. NOTICES. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in

writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is sent

to the email address specified on the signature pages attached hereto prior to 6:30 p.m. (New York City time) on a business day, (b)

the next business day after the date of transmission, if such notice or communication is sent to the email address on the signature pages

attached hereto on a day that is not a business day or later than 6:30 p.m. (New York City time) on any business day, (c) the third business

day following the date of mailing, if sent by U.S. internationally recognized air courier service, or (d) upon actual receipt by the

party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature

pages hereto.

SECTION

15. PRESS ANNOUNCEMENTS. The Company agrees that the Placement Agent shall, from and after any public announcement of the Closing,

have the right to reference the Placement and the Placement Agent’s role in connection therewith in the Placement Agent’s

marketing materials and on its website and to place advertisements in financial and other newspapers and journals, in each case at its

own expense; provided that any such reference or advertisement shall be limited to information that is consistent with the Company’s

public disclosures and shall be subject to the Company’s prior review and approval, not to be unreasonably withheld, conditioned

or delayed.

[The

remainder of this page has been intentionally left blank.]

Please

confirm that the foregoing correctly sets forth our agreement by signing and returning to D. Boral the enclosed copy of this Agreement.

Very truly yours,

D. Boral Capital LLC

By:

Name:

Title:

Address

for notice:

590

Madison Avenue, 39th Floor

New

York, NY 10022

Attention:

Philip Wiederlight, Chief Operating Officer

Email:

Accepted

and Agreed to as of

the

date first written above:

Worksport

Ltd.

By:

Name:

Steven

Rossi

Title:

Chief

Executive Officer

Address

for notice:

Worksport

Ltd.

2500

N America Dr

West

Seneca, NY 14224

Attention:

Steven Rossi, Chief Executive Officer

Email:

EXHIBIT

INDEMNIFICATION

PROVISIONS

connection with the engagement of D. Boral Capital LLC (the “Placement Agent”) by Worksport Ltd. (the “Company”)

pursuant to a placement agency agreement dated as of the date hereof, between the Company and the Placement Agent, as it may be amended

from time to time in writing (the “Agreement”), the Company hereby agrees as follows:

To the extent permitted by law, the Company will indemnify the Placement Agent and its affiliates, directors, officers, employees and

controlling persons (within the meaning of Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities Exchange

Act of 1934) against all losses, claims, damages, expenses and liabilities, as the same are incurred (including the reasonable fees and

expenses of counsel), relating to or arising out of its activities hereunder or pursuant to the Agreement, except, with regard to the

Placement Agent, to the extent that any losses, claims, damages, expenses or liabilities (or actions in respect thereof) resulted from

any indemnitee’s bad faith, willful misconduct, fraud or gross negligence.

Promptly after receipt by the Placement Agent of notice of any claim or the commencement of any action or proceeding with respect to

which the Placement Agent is entitled to indemnity hereunder, the Placement Agent will notify the Company in writing of such claim or

of the commencement of such action or proceeding, and the Company will assume the defense of such action or proceeding and will employ

counsel reasonably satisfactory to the Placement Agent and will pay the reasonable fees and expenses of such counsel. Notwithstanding

the preceding sentence, the Placement Agent will be entitled to employ counsel separate from counsel for the Company and from any other

party in such action if counsel for the Placement Agent reasonably determines that it would be inappropriate under the applicable rules

of professional responsibility for the same counsel to represent both the Company and the Placement Agent. In such event, the reasonable

fees and disbursements of no more than one such separate counsel will be paid by the Company. The Company will have the exclusive right

to settle the claim or proceeding provided that the Company will not settle any such claim, action or proceeding without the prior written

consent of the Placement Agent, which will not be unreasonably withheld. The Placement Agent and all other indemnitees shall not settle

any claim, action or proceeding without the prior written consent of the Company.

The Company agrees to notify the Placement Agent promptly of the assertion against it or any other person of any claim or the commencement

of any action or proceeding relating to a transaction contemplated by the Agreement.

If for any reason the foregoing indemnity is unavailable to the Placement Agent or insufficient to hold the Placement Agent harmless,

other than by reason of the exceptions to indemnification set forth in Section 1 of these Indemnification Provisions, then the Company

shall contribute to the amount paid or payable by the Placement Agent, as the case may be, as a result of such losses, claims, damages

or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand,

and the Placement Agent on the other, but also the relative fault of the Company on the one hand and the Placement Agent on the other

that resulted in such losses, claims, damages or liabilities, as well as any relevant equitable considerations. The amounts paid or payable

by a party in respect of losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees

and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, the Placement

Agent’s share of the liability hereunder shall not be in excess of the amount of fees actually received, or to be received, by

the Placement Agent under the Agreement (excluding any amounts received as reimbursement of expenses incurred by the Placement Agent).

These Indemnification Provisions shall remain in full force and effect whether or not the transaction contemplated by the Agreement is

completed and shall survive the termination of the Agreement, subject to the limitations, exclusions and conditions set forth herein,

and shall be in addition to any liability that the Company might otherwise have to any indemnified party under the Agreement or otherwise.

Notwithstanding anything to the contrary herein, in no event shall either party, or any of its respective affiliates, directors, officers,

employees or controlling persons, be liable to the other party for any incidental, indirect, special, punitive or consequential damages,

including lost profits, arising out of or in connection with the Agreement, except to the extent finally determined to have resulted

from such party’s fraud, willful misconduct or bad faith. The aggregate liability of the Placement Agent and its affiliates, directors,

officers, employees and controlling persons shall not exceed the aggregate fees actually received and retained by the Placement Agent

under the Agreement, and the aggregate liability of the Company under these Indemnification Provisions shall not exceed the gross proceeds

actually received by the Company in the Placement, in each case except to the extent such limitation is prohibited by applicable law.

A-1

EX-4.1

Filename: ex4-1.htm · Sequence: 3

Exhibit

4.1

COMMON

STOCK PURCHASE WARRANT

WORKSPORT

LTD.

Warrant

Shares: 208,333

Issue

Date: June 17, 2026

THIS

COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, [*] or its assigns (the

“Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set

forth, at any time on or after the Issue Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York

City time) on the date that is the fifth (5th) anniversary of the Initial Exercise Date (the “Termination Date”)

but not thereafter, to subscribe for and purchase from Worksport Ltd., a Nevada corporation (the “Company”), 208,333

shares of common stock of the Company (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price

of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Section

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

Securities Purchase Agreement (the “Purchase Agreement”), dated as of the date hereof, among the Company and the Purchasers

signatory thereto.

Section

2. Exercise.

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

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

copy or PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto as Exhibit A (the “Notice

of Exercise”). Within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement

Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise

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

States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise.

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

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

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

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

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

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

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

maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection

to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this

Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant

Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated

on the face hereof.

Exercise Price. The exercise price per share of Common Stock under this Warrant shall be $1.50, subject to adjustment hereunder

(the “Exercise Price”).

Cashless Exercise. Notwithstanding anything herein to the contrary, this Warrant may be exercised, in whole or in part, at any

time on or after the Initial Exercise Date and on or before the Termination Date, by means of a “cashless exercise” in which

the Holder shall be entitled to receive that number of Warrant Shares equal to the Warrant Shares multiplied by 1.4 (the “Cashless

Exercise Ratio”), without payment of the Exercise Price. For the avoidance of doubt, this cashless exercise right is available

at all times regardless of whether there is an effective registration statement covering the Warrant Shares. The Company agrees not to

take any position contrary to this Section 2(c).

“Trading

Day” means any day on which the Trading Market is open for trading, including any day on which the Trading Market is open for

trading for a period of time less than the customary time.

“VWAP”

means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock are then listed

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

on the Trading Market on which the Common Stock are then listed or quoted as reported by Bloomberg L.P. (“Bloomberg”) (based

on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the OTCQB Venture Market (the “OTCQB”)

or the OTCQX Best Market (the “OTCQX”) is not a Trading Market, the volume weighted average price of the Common Stock for

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

trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (the “Pink Market”)

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

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

by an independent appraiser selected in good faith by the holders of a majority in interest of the Warrants then outstanding and reasonably

acceptable to the Company, the reasonable fees and expenses of which shall be paid by the Company.

Mechanics of Exercise.

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

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

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

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

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

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

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

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

the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after

delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period

after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”), provided

that payment of the aggregate Exercise Price (other than in the case of cashless exercise) is received by the Warrant Share Delivery

Date. Upon delivery of the Notice of Exercise and payment of the aggregate Exercise Price, as applicable, the Holder shall be deemed

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

irrespective of the date of delivery of the Warrant Shares. If the Company fails for any reason to deliver to the Holder the Warrant

Shares subject to a Notice of Exercise by the Warrant Share Delivery Date and the aggregate Exercise Price has been delivered (other

than in the case of a cashless exercise), the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for

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

Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant Shares Delivery Date) for

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

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

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

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

of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m.

(New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement,

the Company agrees to deliver, or cause to be delivered, the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time)

on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided

that payment of the aggregate Exercise Price is received by such Warrant Share Delivery Date.

ii.

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

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

evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in

all other respects be identical with this Warrant.

iii.

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

2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

iv.

Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to

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

of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date (other than any such failure that is solely

due to any action or inaction by the Holder with respect to such exercise), and if after such date the Holder is required by its broker

to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, Common Stock to deliver

in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”),

then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including

brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant

Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the

sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of

the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed

rescinded) or deliver to the Holder the number of Common Stock that would have been issued had the Company timely complied with its exercise

and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover

a Buy-In with respect to an attempted exercise of Warrant Shares with an aggregate sale price giving rise to such purchase obligation

of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder

shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and evidence of the amount

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

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

to timely deliver Warrant Shares upon exercise of the Warrant as required pursuant to the terms hereof.

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

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

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

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

vi.

Charges, Taxes and Expenses. The issuance and delivery of Warrant Shares shall be made without charge to the Holder for any issue

or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall

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

by the Holder; provided, however, that, in the event that Warrant Shares are to be issued in a name other than the name

of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto as Exhibit B duly

executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer

tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and

all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day

electronic delivery of the Warrant Shares.

vii.

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

of this Warrant, pursuant to the terms hereof.

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

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

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

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

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

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

Shares issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of

Warrant Shares which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by

the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion

of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on

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

Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in

accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the

Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act

and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation

contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned

by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the

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

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

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

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

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

thereunder. For purposes of this Section 2(e), in determining the number of outstanding Common Stock, a Holder may rely on the number

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

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

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

shall within one Trading Day confirm orally and in writing to the Holder the number of Common Stock then outstanding. In any case, the

number of outstanding Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company,

including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding

Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of Common

Stock outstanding immediately after giving effect to the issuance of Common Stock issuable upon exercise of this Warrant. The limitations

contained in this paragraph shall apply to a successor holder of this Warrant. The Holder, upon notice to the Company, may increase or

decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no

event exceeds 9.99% of the number of Common Stock outstanding immediately after giving effect to the issuance of Warrant Shares upon

exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial

Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph

shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this

paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained

or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this

paragraph shall apply to a successor holder of this Warrant. If the Warrant is unexercisable as a result of the Holder’s Beneficial

Ownership Limitation, no alternate consideration is owing to the Holder.

Section

3. Certain Adjustments.

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

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

(which, for avoidance of doubt, shall not include any Warrant Shares issued by the Company upon exercise of this Warrant), (ii) subdivides

outstanding Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding Common

Stock into a smaller number of shares, or (iv) issues by reclassification of Common Stock any capital stock of the Company, then in each

case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of Common Stock (excluding treasury

shares, if any) outstanding immediately before such event and of which the denominator shall be the number of Common Stock outstanding

immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such

that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become

effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and

shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants,

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

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

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

number of Warrant Shares acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including

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

or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined

for the grant, issue or sale of such Purchase Rights (provided, however, that, to the extent that the Holder’s right

to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall

not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such Warrant Shares as a result of such

Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever,

as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). To the extent that this Warrant has

not been partially or completely exercised at the time of the grant, issuance or sale of such Purchase Rights, such portion of the Purchase

Rights shall be held in abeyance for the benefit of the Holder until the Holder has exercised this Warrant with respect to the Warrant

Shares underlying such Purchase Rights.

Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or

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

(including, without limitation, any distribution of cash, shares or other securities, property or options by way of a dividend, spin

off, reclassification, corporate rearrangement, plan of arrangement or other similar transaction) (a “Distribution”),

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

to the same extent that the Holder would have participated therein if the Holder had held the number of Warrant Shares acquirable upon

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

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

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

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

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

(or in the beneficial ownership of any Common Stock as a result of such Distribution to such extent) and the portion of such Distribution

shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder

exceeding the Beneficial Ownership Limitation). To the extent that this Warrant has not been partially or completely exercised at the

time of such Distribution, such portion of the Distribution shall be held in abeyance for the benefit of the Holder until the Holder

has exercised this Warrant with respect to the Warrant Shares underlying such Distribution.

Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or

more related transactions effects any merger or consolidation of the Company with or into another Person (excluding a merger effected

solely to change the Company’s name), (ii) the Company (and all of its Subsidiaries, taken as a whole), directly or indirectly,

effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in

one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the

Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares

for other securities, cash or property and has been accepted by the holders of more than 50% of the outstanding Common Stock, (iv) the

Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization

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

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

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

or plan of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding

Common Stock (not including any Common Stock held by the other Person or other Persons making or party to, or associated or affiliated

with the other Persons making or party to, such stock purchase agreement or other business combination) (each a “Fundamental

Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant

Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option

of the Holder (without regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of shares of the successor

or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate

Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of Warrant Shares for which

this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the

exercise of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted

to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock

in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable

manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given

any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same

choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. Notwithstanding

anything to the contrary, in the event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at

the Holder’s option, exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction

(or, if later, the date of the public announcement of the applicable Fundamental Transaction), purchase this Warrant from the Holder

by paying to the Holder an amount of cash equal to the Black Scholes Value (as defined below) of the remaining unexercised portion of

this Warrant on the date of the consummation of such Fundamental Transaction; provided, however, that if the Fundamental Transaction

is not within the Company’s control, including not approved by the Company’s Board of Directors, the Holder shall only be

entitled to receive from the Company or any Successor Entity the same type or form of consideration (and in the same proportion), at

the Black Scholes Value of the unexercised portion of this Warrant, that is being offered and paid to the holders of Common Stock of

the Company in connection with the Fundamental Transaction, whether that consideration be in the form of cash, shares or any combination

thereof, or whether the holders of Common Stock are given the choice to receive from among alternative forms of consideration in connection

with the Fundamental Transaction; provided, further, that if holders of Common Stock of the Company are not offered or paid any consideration

in such Fundamental Transaction, such holders of Common Stock will be deemed to have received shares of the Successor Entity (which Successor

Entity may be the Company following such Fundamental Transaction) in such Fundamental Transaction. “Black Scholes Value”

means the value of this Warrant based on the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg

determined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free

interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the

applicable Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the greater of 100% and the 100 day

volatility obtained from the HVT function on Bloomberg (determined utilizing a 365-day annualization factor) as of the Trading Day immediately

following the public announcement of the applicable Fundamental Transaction, (C) the underlying price per share used in such calculation

shall be the greater of (i) the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration,

if any, being offered in such Fundamental Transaction and (ii) the highest VWAP during the period beginning on the Trading Day immediately

preceding the public announcement of the applicable Fundamental Transaction (or the consummation of the applicable Fundamental Transaction,

if earlier) and ending on the Trading Day of the Holder’s request pursuant to this Section 3(d) and (D) a remaining option time

equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date and

(E) a zero cost of borrow. The payment of the Black Scholes Value will be made by wire transfer of immediately available funds (or such

other consideration) within the later of (i) five (5) Trading Days of the Holder’s election and (ii) the date of consummation of

the Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the

survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant and

the other Transaction Documents in accordance with the provisions of this Section 3(d) pursuant to written agreements prior to such Fundamental

Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity

evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding

number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the Warrant Shares acquirable and receivable

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

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

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

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

the consummation of such Fundamental Transaction). Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall

succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant and

the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise

every right and power of the Company and shall assume all of the obligations of the Company under this Warrant and the other Transaction

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

Reserved.

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

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

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

Notice to Holder.

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

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

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

ii.

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

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

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

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

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

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

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

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

its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior

to the applicable record or effective date hereinafter specified, a notice (unless such information is filed with the Commission, in

which case a notice shall not be required)stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution,

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

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

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

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

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

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

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

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

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

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

Voluntary Adjustment By Company. The Company may at any time during the term of this Warrant, with the prior written consent of

the Holder, reduce the then current Exercise Price to any amount for any period of time deemed appropriate by the Board of Directors

of the Company unless such reduction would result in the Company violating any rules of its principal Trading Market.

Minimum Exercise Price. Notwithstanding anything to the contrary in this Section 3, in no event will the Exercise Price of this

Warrant be adjusted to an amount that is less than the Minimum Exercise Price. As used herein, “Minimum Exercise Price” means

20% of the Nasdaq Minimum Price (as defined in Nasdaq Listing Rule 5635(d) or its successor) calculated as of the date of the Purchase

Agreement as proportionately adjusted to reflect any stock dividends or splits in the manner set forth in Section 3(a).

Section

4. Transfer of Warrant.

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

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

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

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

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

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

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

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

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

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

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

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

New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of

the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by

the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division

or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided

or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the original Issue Date and

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

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

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

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

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

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

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

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

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

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

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

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

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

law (provided that the Holder may resell the Warrant and the Warrant Shares pursuant to an effective registration statement or otherwise

in compliance with applicable federal and state securities laws).

Section

5. Miscellaneous.

Currency. All dollar amounts referred to in this Warrant are in United States Dollars (“U.S. Dollars”). All amounts owing

under this Warrant shall be paid in U.S. Dollars.

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

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

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

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

is for any reason unable to issue and deliver Warrant Shares upon exercise of the this Warrant as required pursuant to the terms hereof,

shall the Company be required to net cash settle an exercise of this Warrant or cash settle in any other form.

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

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

and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (and the Holder’s provision of

a customary indemnity to the Company and the Transfer Agent, as applicable), and upon surrender and cancellation of such Warrant or share

certificate, if mutilated, the Company will make and deliver a new Warrant or share certificate of like tenor and dated as of such cancellation,

in lieu of such Warrant or share certificate.

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

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

Day.

Authorized Shares.

The

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

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

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

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

such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any

applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants

that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise

of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly

issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof

(other than taxes in respect of any transfer occurring contemporaneously with such issue).

Except

and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending

its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale

of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant,

but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary

or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the

foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise

immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company

may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially

reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof,

as may be, necessary to enable the Company to perform its obligations under this Warrant.

Before

taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the

Exercise Price, the Company shall use commercially reasonable efforts to obtain all such authorizations or exemptions thereof, or consents

thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined

in accordance with the provisions of the Purchase Agreement.

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

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

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

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

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

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

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

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

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

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

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

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

the Holder for the purchase price of any Warrant Shares or as a shareholder of the Company, whether such liability is asserted by the

Company or by creditors of the Company.

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

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

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

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

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

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

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

be enforceable by the Holder or holder of Warrant Shares.

Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and

the Holder.

Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid

under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall

be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining

provisions of this Warrant.

Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed

a part of this Warrant.

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

(Signature

Page Follows)

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

indicated.

WORKSPORT LTD.

By:

Name:

Steven

Rossi

Title:

Chief

Executive Officer

EXHIBIT

NOTICE

OF EXERCISE

TO:

WORKSPORT LTD.

(1)

The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only

if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2)

Payment shall take the form of (check applicable box):

☐ in lawful money of the United States; or

☐ the cashless exercise of this Warrant in accordance with subsection 2(c), pursuant to which the Holder shall receive Warrant

Shares based on the Cashless Exercise Ratio set forth in subsection 2(c).

(3)

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

The

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

(4)

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

Securities Act of 1933, as amended.

[SIGNATURE

OF HOLDER]

Name

of Investing Entity: ________________________________________________________________________

Signature

of Authorized Signatory of Investing Entity: _________________________________________________

Name

of Authorized Signatory: ___________________________________________________________________

Title

of Authorized Signatory: ____________________________________________________________________

Date:

________________________________________________________________________________________

EXHIBIT

ASSIGNMENT

FORM

(To

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

FOR

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

Name:

(Please

Print)

Address:

(Please

Print)

Phone

Number:

Address:

Dated:

_______________ __, ______

Holder’s

Signature: _______________

Holder’s

Address:_______________

EX-10.1

Filename: ex10-1.htm · Sequence: 4

Exhibit

10.1

SECURITIES

PURCHASE AGREEMENT

This

Securities Purchase Agreement (this “Agreement”) is dated as of June 17, 2026 between WORKSPORT LTD., a Nevada corporation

(the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns,

a “Purchaser” and collectively the “Purchasers”).

WHEREAS,

subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities

Act (as defined below), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires

to purchase from the Company, (i) shares of Common Stock (as defined below) (the “Shares”) and (ii) Common Warrants

(as defined below) to purchase shares of Common Stock (the “Warrant Shares” and, together with the Shares and the

Common Warrants, the “Securities”), in a registered direct offering, as more fully described in this Agreement. The

Shares and the Warrant Shares are registered under the Registration Statement (as defined below). The Common Warrants are being issued

in the registered direct offering but are not required to be separately registered.

NOW,

THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt

and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

ARTICLE

DEFINITIONS

1.1

Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms

have the meanings set forth in this Section 1.1:

“Acquiring

Person” shall have the meaning ascribed to such term in Section 4.5.

“Action”

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

“Affiliate”

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

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

“Board

of Directors” means the board of directors of the Company.

“Business

Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized

or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized

or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”

or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority

so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally

are open for use by customers on such day.

“Closing”

means the closing of the purchase and sale of the Securities pursuant to Section 2.1.

“Closing

Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties

thereto, and all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount and (ii) the Company’s

obligations to deliver the Securities, in each case, have been satisfied or waived, but in no event later than the first (1st)

Trading Day following the date hereof.

“Commission”

means the United States Securities and Exchange Commission.

“Common

Stock” means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such

securities may hereafter be reclassified or changed.

“Common

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

at any time shares of Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument

that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common

Stock.

“Common

Warrants” means, collectively, the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance

with Section 2.2(a) hereof, which Common Warrants shall be exercisable on the Issue Date (the “Initial Exercise Date”)

and shall expire on the fifth (5th) anniversary of the Initial Exercise Date, in the form of Exhibit A attached hereto.

“Company

Counsel” means Sichenzia Ross Ference Carmel LLP, with offices located at 1185 Avenue of the Americas, 26th Floor,

New York, NY 10036.

“Disclosure

Schedules” means the Disclosure Schedules of the Company delivered concurrently herewith.

“Disclosure

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

before midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the

date hereof, unless otherwise instructed as to an earlier time by the Placement Agent, and (ii) if this Agreement is signed between midnight

(New York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than 9:01 a.m. (New York City time) on the date

hereof, unless otherwise instructed as to an earlier time by the Placement Agent.

“Evaluation

Date” shall have the meaning ascribed to such term in Section 3.1(s).

“Exchange

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

“Exempt

Issuance” means the issuance of (a) shares of Common Stock or options or other equity awards to employees, officers, consultants,

or directors of the Company pursuant to any share or option plan duly adopted for such purpose, by a majority of the non-employee members

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

rendered to the Company, provided that, with respect to any issuance to consultants, such shares or equity awards shall be issued as

“restricted securities” (as defined in Rule 144) and shall carry no registration rights that require the filing of any registration

statement in connection therewith during the standstill period set forth in Section 4.12(a), (b) securities issued upon the exercise

or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible

into Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the

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

of such securities or to extend the term of such securities (in each case, other than in connection with stock splits, stock dividends,

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

date hereof); provided, further, that it is understood that such securities will not be deemed to have been amended if the terms of such

securities are automatically changed in accordance with their terms as such terms exist on the date of this Agreement, such as a decrease

in their exercise price due to an anti-dilution provision, and (c) securities issued pursuant to acquisitions or strategic transactions

approved by a majority of the non-employee members of the Board of Directors, provided that such securities are issued as “restricted

securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement

in connection therewith during the prohibition period in Section 4.12(a) herein and provided that any such issuance shall only be to

a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset

in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment

of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital

or to an entity whose primary business is investing in securities.

“FCPA”

means the Foreign Corrupt Practices Act of 1977, as amended.

“GAAP”

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

“Indebtedness”

shall have the meaning ascribed to such term in Section 3.1(aa).

“Intellectual

Property Rights” shall have the meaning ascribed to such term in Section 3.1(p).

“Liens”

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

“Material

Adverse Effect” shall have the meaning assigned to such term in Section 3.1(b).

“Material

Permits” shall have the meaning ascribed to such term in Section 3.1(n).

“Per

Share Purchase Price” equals $1.20, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations

and other similar transactions of the Common Stock that occur after the date of this Agreement and prior to the Closing Date.

“Person”

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

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

“Placement

Agent” means D. Boral Capital LLC.

“Proceeding”

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

such as a deposition), whether commenced or, to the Company’s knowledge, threatened.

“Prospectus”

means the final base prospectus filed for the Registration Statement, including all information, documents and exhibits filed with or

incorporated by reference into such prospectus.

“Prospectus

Supplement” means the supplement to the Prospectus complying with Rule 424(b) of the Securities Act that is filed with the

Commission and delivered by the Company to each Purchaser at the Closing

“Purchaser

Party” shall have the meaning ascribed to such term in Section 4.8.

“Registration

Statement” means the effective registration statement on Form S-3 filed with the Commission (File No. 333-291582) which registers

the issuance and sale of the Shares and the Warrant Shares to the Purchasers.

“Required

Approvals” shall have the meaning ascribed to such term in Section 3.1(e).

“Rule

144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted

from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect

as such Rule.

“Rule

424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted

from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect

as such Rule.

“SEC

Reports” shall have the meaning ascribed to such term in Section 3.1(h).

“Securities”

means the Shares, the Common Warrants and the Warrant Shares.

“Securities

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

“Shares”

means the shares of Common Stock issued or issuable to each Purchaser pursuant to this Agreement but excluding the Warrant Shares.

“Short

Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be

deemed to include locating and/or borrowing shares of Common Stock).

“Subscription

Amount” means, as to each Purchaser, the aggregate amount to be paid for the Shares and Common Warrants purchased hereunder

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

in United States dollars and in immediately available funds.

“Subsidiary”

means any subsidiary as defined in Rule 405 under the Securities Act and listed in Exhibit 21.1 to the Company’s Annual Report

on Form 10-K for the fiscal year ended December 31, 2025, and shall, where applicable, also include any direct or indirect subsidiary

of the Company formed or acquired after the date hereof

“Trading

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

“Trading

Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date

in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock

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

“Transaction

Documents” means this Agreement, the Common Warrants, and all exhibits and schedules thereto and hereto and any other documents

or agreements executed in connection with the transactions contemplated hereunder.

“Transfer

Agent” means Odyssey Transfer and Trust Company, with an address of 2155 Woodlane Drive, Suite 100, Woodbury, MN 55125, telephone

number: (612) 453-4531, the current transfer agent of the Company and any successor transfer agent of the Company.

“Variable

Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible

into, exchangeable or exercisable for, or include the right to receive additional shares of Common Stock either (A) at a conversion price,

exercise price or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the Comon

Stock at any time after the initial issuance of such debt or equity securities, or (B) with a conversion, exercise or exchange price

that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence

of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock or

(ii) enters into, or effects a transaction under, any agreement, including, but not limited to, an equity line of credit whereby the

Company may issue securities at a future determined price regardless of whether shares pursuant to such agreement have actually been

issued and regardless of whether such agreement is subsequently canceled. Any Purchaser shall be entitled to obtain injunctive relief

against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages.

“Warrant

Shares” means the shares of Common Stock issuable upon exercise of the Common Warrants.

ARTICLE

II.

PURCHASE AND SALE

2.1

Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the

execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly,

agree to purchase, up to an aggregate of $250,000 of Shares and Common Warrants. Each Purchaser shall receive Common Warrants to purchase

that number of shares of Common Stock equal to the number of Shares purchased by such Purchaser (representing 100% warrant coverage,

subject to adjustment as set forth in the Common Warrants). Each Common Warrant shall be exercisable for one share of Common Stock (subject

to adjustment as provided therein). Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by

such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Placement Agent. The Company shall

deliver to each Purchaser its respective Shares and Common Warrants as determined pursuant to Section 2.2(a), and the Company and each

Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions

set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer of the Closing documentation. Unless

otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”)

(i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by

the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement

Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement

Agent, its clearing firm or the applicable Purchaser, as applicable, by wire transfer to the Company). Notwithstanding anything herein

to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Purchaser through

the Closing (the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of any Shares to

be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Shares”), such Person shall,

automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be a Purchaser under

this Agreement unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement

Shares to such Person at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser

prior to the Company’s receipt of the Subscription Amount for such Pre-Settlement Shares hereunder; provided, further, that the

Company hereby acknowledges and agrees that the foregoing shall not constitute a representation or covenant by such Purchaser as to whether

or not such Purchaser will elect to sell any Pre-Settlement Shares during the Pre-Settlement Period. The decision to sell any Shares

will be made in the sole discretion of such Purchaser from time to time, including during the Pre-Settlement Period.

2.2

Deliveries.

(a)

On or prior to the Closing Date (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the

following:

(i)

this Agreement duly executed by the Company;

(ii)

a legal opinion of Company Counsel, directed to the Purchasers, substantially in form and substance reasonably satisfactory to the Placement

Agent and each Purchaser;

(iii)

a certificate evidencing the formation and good standing of the Company issued by the Secretary of State of Nevada as of a date within

three (3) days of the Closing Date.

(iv)

a certificate, in the form acceptable to the Placement Agent, executed by the Secretary of the Company and dated as of the Closing Date,

certifying the authenticity of (i) resolutions of the Company’s board of directors approving the transactions contemplated hereby

and the execution of the Transaction Documents, in a form reasonably acceptable to the Placement Agent, (ii) the currently effective

amended and restated articles of incorporation, each as in effect at the Closing and attached to such certificate.

(v)

a certificate, in the form acceptable to the Placement Agent, executed by the Chief Financial Officer of the Company and dated as of

the Closing Date;

(vi)

a certificate, in the form acceptable to the Placement Agent, executed by the Chief Executive Officer of the Company and dated as of

the Closing Date;

(vii)

subject to the fifth sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions,

on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer;

(viii)

subject to the fifth sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent

to deliver Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name

of such Purchaser to be held in an account established with the Transfer Agent;

(ix)

a Common Warrant registered in the name of such Purchaser to purchase a number of Warrant Shares equal to the number of Shares purchased

by such Purchaser, with a cash exercise price of $1.50 per share (subject to adjustment as provided therein), in the form attached hereto

as Exhibit A; and

(x)

the Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act).

(b)

On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following:

(i)

this Agreement duly executed by such Purchaser; and

(ii)

such Purchaser’s Subscription Amount, which shall be made available for DVP settlement with the Company or its designee.

2.3

Closing Conditions.

(a)

The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:

(i)

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

Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Purchasers contained herein (unless

such representation or warranty is as of a specific date therein in which case they shall be accurate in all material respects (or, to

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

(ii)

all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been

performed; and

(iii)

the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement.

(b)

The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:

(i)

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

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

such representation or warranty is as of a specific date therein in which case they shall be accurate in all material respects (or, to

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

(ii)

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

in all material respects;

(iii)

the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;

(iv)

there shall have been no Material Adverse Effect with respect to the Company since the date hereof;

(v)

the Company shall have filed an additional listing application with the principal Trading Market with respect to the Shares and Warrant

Shares; and

(vi)

from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s

principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall

not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such

service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities

nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such

magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of

such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

ARTICLE

III.

REPRESENTATIONS AND WARRANTIES

3.1

Representations and Warranties of the Company. Except as set forth in the Disclosure Schedules, which Disclosure Schedules shall

be deemed a part hereof and shall qualify any representation or otherwise made herein to the extent of the disclosure contained in the

corresponding section of the Disclosure Schedules, the Company hereby makes the following representations and warranties to each Purchaser:

(a)

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth in the Company’s SEC Reports. The

Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens,

and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable

and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, all other references

to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

(b)

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

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

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

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

other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good

standing as a corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it

makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have

or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction

Document, (ii) a material adverse effect on the results of operations, assets, business, or condition (financial or otherwise) of the

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

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

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

whether there has been or would reasonably be expected to be, a Material Adverse Effect under clause (ii): (A) changes in general economic,

financial market or political conditions, (B) conditions generally affecting the industries or geographic markets in which the Company

and the Subsidiaries operate, (C) changes in law or GAAP after the date of this Agreement, (D) acts of war, terrorism, civil unrest,

epidemics, pandemics, natural disasters or other force majeure events, or (E) actions taken or omitted to be taken as required by this

Agreement or with the prior written consent of the Purchasers, except in each case to the extent such event has a materially disproportionate

adverse effect on the Company and the Subsidiaries, taken as a whole, relative to similarly situated companies. o Proceeding has been

instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority

or qualification.

(c)

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions

contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder.

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

the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no

further action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith or therewith

other than in connection with the Required Approvals. This Agreement and each other Transaction Document to which it is a party has been

(or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will

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

limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application

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

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

law.

(d)

No Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to

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

do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles

of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that

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

assets of the Company or any Subsidiary, or, except as set forth in the SEC Reports, give to others any rights of termination, amendment,

anti-dilution or similar adjustments, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement,

credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the

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

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

decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including federal

and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected; except

in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.

(e)

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

notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other

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

required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) the notice

and/or application(s) to each applicable Trading Market for the issuance and sale of the Securities and the listing of the Shares and

Warrant Shares for trading thereon in the time and manner required thereby, and (iv) such filings as are required to be made under applicable

state securities laws (collectively, the “Required Approvals”).

(f)

Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with

the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed

by the Company. The Warrant Shares, when issued in accordance with the terms of the Common Warrants, will be validly issued, fully paid

and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock

the maximum number of shares of Common Stock issuable pursuant to this Agreement and the Common Warrants. The Company prepared and filed

the Registration Statement in conformity with the requirements of the Securities Act, which became effective on December 12, 2025 (the

“Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required

to the date of this Agreement, including the Prospectus Supplement. The Registration Statement is effective under the Securities Act

and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the

Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company,

are threatened by the Commission. At the time the Registration Statement and any amendments thereto became effective, at the date of

this Agreement and at the Closing Date, the Registration Statement and any amendments thereto conformed and will conform in all material

respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to

state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus

and the Prospectus Supplement and any amendments or supplements thereto, at the time the Prospectus and the Prospectus Supplement or

any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all material respects to the requirements

of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary

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

required by the rules and regulations of the Commission, shall file the Prospectus with the Commission pursuant to Rule 424(b). The Company

is eligible to use Form S-3 under the Securities Act and it meets the transaction requirements with respect to the aggregate market value

of securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General

Instruction I.B.6 of Form S-3.

(g)

Capitalization. As of the date hereof, the capitalization of the Company is as set forth on Schedule 3.1(g), which Schedule 3.1(g)

shall also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date

hereof. The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than

pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance of shares of Common Stock

to employees pursuant to the Company’s employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock

Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of

first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the

Transaction Documents. Except as a result of the purchase and sale of the Securities and as set forth on Schedule 3.1(g), there

are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or

securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for

or acquire, any shares of Common Stock or the capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements

by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents

or capital stock of any Subsidiary. Except as set forth on Schedule 3.1(g), the issuance and sale of the Securities will not obligate

the Company or any Subsidiary to issue shares of Common Stock or other securities to any Person (other than the Purchasers). There are

no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange

or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as set forth on

Schedule 3.1(g), there are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption

or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary

is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any stock appreciation rights

or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of

the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all applicable federal

and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to

subscribe for or purchase securities. Other than the Board of Directors’ initial approval to consummate the transactions contemplated

by this Agreement and each of the other Transaction Documents, no further approval or authorization of any shareholder, the Board of

Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements

or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of

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

(h)

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

to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the

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

foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and

the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received

a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their

respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act,

as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material

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

they were made, not misleading. The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements

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

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

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

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

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

its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended,

subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

(i)

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

within the SEC Reports, except as set forth in the SEC Reports, (i) there has been no event, occurrence or development that has had or

that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent

or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice

and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings

made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend

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

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

to existing Company equity compensation plans. The Company does not have pending before the Commission any request for confidential treatment

of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth in the SEC Reports, no event,

liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect

to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition that

would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made

that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

(j)

Litigation. Except as set forth in the SEC Reports, there is no action, suit, inquiry, notice of violation, proceeding or investigation

pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties

before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign)

(collectively, an “Action”) that could have or reasonably be expected to result in a Material Adverse Effect. There

is no Action that (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or

the Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect.

Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim

of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to

the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any

current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness

of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.

(k)

Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees

of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’

employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither

the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe

that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary,

is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary

information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third

party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability

with respect to any of the foregoing matters that could reasonably be expected to have a Material Adverse Effect. The Company and its

Subsidiaries are in compliance with all applicable U.S. federal, state, local and foreign laws and regulations relating to employment

and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could

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

(l)

Compliance. Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that

has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor

has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture,

loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound

(whether or not such default or violation has been waived), (ii) is in violation of any judgment, decree or order of any court, arbitrator

or other governmental authority or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any governmental

authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational

health and safety, product quality and safety and employment and labor matters, except in each case as could not have or reasonably be

expected to result in a Material Adverse Effect.

(m)

Environmental Laws. The Company and its Subsidiaries (i) are in compliance with all federal, state, local and foreign laws relating

to pollution or protection of human health or the environment (including ambient air, surface water, groundwater, land surface or subsurface

strata), including laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or

toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating

to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well

as all authorizations, codes, decrees, demands, or demand letters, injunctions, judgments, licenses, notices or notice letters, orders,

permits, plans or regulations, issued, entered, promulgated or approved thereunder (“Environmental Laws”); (ii) have

received all permits licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses;

and (iii) are in compliance with all terms and conditions of any such permit, license or approval where in each clause (i), (ii) and

(iii), the failure to so comply could be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect..

(n)

Regulatory Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate

federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports,

except where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (“Material

Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or

modification of any Material Permit.

(o)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them

and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries,

in each case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not materially

interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and (ii) Liens for the payment

of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP and, the payment of

which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries

are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance in all

material respects, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made

of such real property, improvements, equipment or personal property by the Company or such subsidiary.

(p)

Intellectual Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks,

trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights

and similar rights necessary or required for use in connection with their respective businesses as currently conducted or as currently

proposed to be conducted as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively,

the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written

or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate

or be abandoned, within two (2) years from the date of this Agreement, except for such expirations, terminations or abandonments, which

could not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date

of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge

that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected

to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there

is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken

reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where

failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has

no knowledge of facts that would preclude it from having valid license rights or clear title to the Intellectual Property Rights. The

Company has no knowledge that it lacks or will be unable to obtain any rights or licenses to use all Intellectual Property Rights that

are necessary to conduct its business as described in the Prospectus and Prospectus Supplement.

(q)

Insurance. The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses

and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including,

but not limited to, directors and officers insurance coverage in an amount deemed commercially reasonable. Neither the Company nor any

Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires

or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

(r)

Transactions With Affiliates and Employees. Except as set forth in the SEC Reports, none of the officers or directors of the Company

or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to

any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract,

agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to

or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director

or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial

interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other than for (i) payment

of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other

employee benefits, including stock option agreements under any stock option plan of the Company.

(s)

Sarbanes-Oxley; Internal Accounting Controls. The Company and the Subsidiaries are in compliance in all material respects with

any and all applicable requirements of the Sarbanes-Oxley Act of 2002, as amended, that are effective as of the date hereof and as of

the Closing Date, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of

the date hereof and as of the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient

to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations,

(ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset

accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and

(iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken

with respect to any differences. The Company and the Subsidiaries have established disclosure controls and procedures (as defined in

Exchange Act Rules 13a-15(I) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures

to provide reasonable assurance that information required to be disclosed by the Company in the reports it files or submits under the

Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.

The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and

the Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the

“Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions

of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation

Date. Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined

in the Exchange Act) of the Company and its Subsidiaries that have materially affected, or is reasonably likely to materially affect,

the internal control over financial reporting of the Company and its Subsidiaries.

(t)

Certain Fees. Except for fees payable by the Company to the Placement Agent, no brokerage or finder’s fees or commissions

are or will be payable by the Company or any Subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment

banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents. The Purchasers shall have no

obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated

in this Section that may be due in connection with the transactions contemplated by the Transaction Documents.

(u)

Investment Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities,

will not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

The Company shall conduct its business in a manner so that it will not become an “investment company” subject to registration

under the Investment Company Act of 1940, as amended.

(v)

Registration Rights. Except as set forth in the SEC Reports, no Person has any right to cause the Company or any Subsidiary to

effect the registration under the Securities Act of any securities of the Company or any Subsidiary.

(w)

Listing and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and

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

of the Common Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating

such registration. Except as set forth in the SEC Reports, the Company has not, in the 12 months preceding the date hereof, received

notice from any Trading Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance

with the listing or maintenance requirements of such Trading Market. The Company is, and has no reason to believe that it will not in

the foreseeable future continue to be, in compliance with all such listing and maintenance requirements. The Common Stock is currently

eligible for electronic transfer through the Depository Trust Company or another established clearing corporation and the Company is

current in payment of the fees to the Depository Trust Company (or such other established clearing corporation) in connection with such

electronic transfer.

(x)

Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order

to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement)

or other similar anti-takeover provision under the Company’s articles of incorporation, as amended (or similar charter documents)

or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the

Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result

of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.

(y)

Disclosure. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents,

the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or

counsel with any information that it believes constitutes or might constitute material, non-public information which is not otherwise

disclosed in the Prospectus Supplement. The Company understands and confirms that the Purchasers will rely on the foregoing representation

in effecting transactions in securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Purchasers

regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, including the Disclosure

Schedules to this Agreement, taken as a whole, is true and correct in all material respects and does not contain any untrue statement

of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances

under which they were made, not misleading. The press releases disseminated by the Company during the twelve months preceding the date

of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact required to

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

and when made, not misleading. The Company acknowledges and agrees that no Purchaser makes or has made any representations or warranties

with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof.

(z)

No Integrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2,

neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers

or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities

to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market

on which any of the securities of the Company are listed or designated.

(aa)

Solvency. Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt

by the Company of the proceeds from the sale of the Securities hereunder, (i) the fair saleable value of the Company’s assets exceeds

the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including known

contingent liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital to carry on its

business as now conducted and as proposed to be conducted including its capital needs taking into account the particular capital requirements

of the business conducted by the Company, consolidated and projected capital requirements and capital availability thereof, and (iii)

the current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after

taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when

such amounts are required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts as they mature

(taking into account the timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of any

facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization

laws of any jurisdiction within one year from the Closing Date. The SEC Reports sets forth as of the date hereof all outstanding secured

and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. For the purposes

of this Agreement, “Indebtedness” means (x) any liabilities for borrowed money or amounts owed in excess of $100,000

(other than trade accounts payable incurred in the ordinary course of business), (y) all guaranties, endorsements and other contingent

obligations in respect of indebtedness of others, whether or not the same are or should be reflected in the Company’s consolidated

balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar

transactions in the ordinary course of business; and (z) the present value of any lease payments in excess of $50,000 due under leases

required to be capitalized in accordance with GAAP. Neither the Company nor any Subsidiary is in default with respect to any Indebtedness.

(bb)

Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a

Material Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all United States federal, state and local income

and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii)

has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such

returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate for the payment of all material

taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material

amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company or of any Subsidiary know of no

basis for any such claim.

(cc)

Foreign Corrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any

agent or other person acting on behalf of the Company or any Subsidiary, has (i) directly or indirectly, used any funds for unlawful

contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful

payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate

funds, (iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person acting on its behalf

of which the Company is aware) which is in violation of law, or (iv) violated in any material respect any provision of FCPA.

(dd)

Accountants. The Company’s independent registered public accounting firm is Lumsden & McCormick, LLP. To the knowledge

and belief of the Company, such accounting firm: (i) is a registered public accounting firm as required by the Exchange Act and (ii)

shall express its opinion with respect to the financial statements to be included in the Company’s Annual Report for the fiscal

year ended December 31, 2026.

(ee)

Acknowledgment Regarding Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each of the Purchasers

is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated

thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similar

capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by any Purchaser or

any of their respective representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby

is merely incidental to the Purchasers’ purchase of the Securities. The Company further represents to each Purchaser that the Company’s

decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the

transactions contemplated hereby by the Company and its representatives.

(ff)

Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding

(except for Sections 3.2 (f) and 4.14 hereof), it is understood and acknowledged by the Company that: (i) none of the Purchasers has

been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities

of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified

term; (ii) past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales

or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively

impact the market price of the Company’s publicly-traded securities; (iii) any Purchaser, and counter-parties in “derivative”

transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the

Common Stock, and (iv) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party

in any “derivative” transaction. The Company further understands and acknowledges that (y) one or more Purchasers may engage

in hedging activities at various times during the period that the Securities are outstanding, including, without limitation, during the

periods that the value of the Warrant Shares deliverable with respect to Securities are being determined, and (z) such hedging activities

(if any) could reduce the value of the existing stockholders’ equity interests in the Company at and after the time that the hedging

activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any

of the Transaction Documents.

(gg)

Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly,

any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate

the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any

of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities

of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Placement Agent in connection with the placement

of the Securities.

(hh)

Reserved.

(ii)

Stock Option Plans. Each stock option granted by the Company under the Company’s stock option plan was granted (i) in accordance

with the terms of the Company’s stock option plan and (ii) with an exercise price at least equal to the fair market value of the

Common Stock on the date such stock option would be considered granted under GAAP and applicable law. No stock option granted under the

Company’s stock option plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company

policy or practice to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the

release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or

prospects.

(jj)

Cybersecurity. (i)(x) To the Company’s knowledge, there has been no material security breach or other material compromise

of or relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware,

software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by

or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) and (y) the Company and the Subsidiaries

have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security

breach or other compromise to its IT Systems and Data; (ii) the Company and the Subsidiaries are presently in compliance with all applicable

laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority,

internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such

IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, individually or in the aggregate,

have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained commercially reasonable safeguards

to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all

IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology consistent with

commercially reasonable industry standards and practices..

(kk)

Compliance with Data Privacy Laws. (i) The Company and the Subsidiaries are, and at all times during the past three years were,

in compliance with all applicable state, federal and foreign data privacy and security laws and regulations, including, as applicable,

the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) (collectively, “Privacy Laws”);

(ii) the Company and the Subsidiaries have in place, comply with, and take appropriate steps reasonably designed to ensure compliance

with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling and analysis

of Personal Data (the “Policies”); (iii) the Company provides accurate notice of its applicable Policies to its customers,

employees, third party vendors and representatives as required by Privacy Laws; and (iv) applicable Policies provide accurate and sufficient

notice of the Company’s then-current privacy practices relating to its subject matter, and do not contain any material omissions

of the Company’s then-current privacy practices, as required by Privacy Laws. “Personal Data” means (i) a natural person’s

name, street address, telephone number, email address, photograph, social security number, bank information, or customer or account number;

(ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission Act,

as amended; (iii) “personal data” as defined by GDPR; and (iv) any other piece of information that allows the identification

of such natural person, or his or her family, or permits the collection or analysis of any identifiable data related to an identified

person’s health or sexual orientation. To the knowledge of the Company, none of such disclosures made or contained in any of the

Policies have been materially inaccurate, misleading, or deceptive in violation of any Privacy Laws and the execution, delivery and performance

of the Transaction Documents will not result in a material breach of any Privacy Laws or Policies. Neither the Company nor the Subsidiaries,

(i) has, to the knowledge of the Company, received written notice of any actual or potential liability of the Company or the Subsidiaries

under, or actual or potential violation by the Company or the Subsidiaries of, any of the Privacy Laws; (ii) is currently conducting

or paying for, in whole or in part, any investigation, remediation or other corrective action pursuant to any regulatory request or demand

pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement by or with any court or arbitrator or governmental

or regulatory authority that imposed any obligation or liability under any Privacy Law

(ll)

Office of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company’s knowledge, any director,

officer, agent, employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the

Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”).

(mm)

U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within

the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s

request.

(nn)

Bank Holding Company Act. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company

Act of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the

“Federal Reserve”). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly or indirectly,

five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five (25%) percent or more of the total

equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its

Subsidiaries or Affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject

to the BHCA and to regulation by the Federal Reserve.

(oo)

Money Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with

applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended,

applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”),

and no Action or Proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company

or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any Subsidiary, threatened.

3.2

Representations and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and

warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case

they shall be accurate as of such date):

(a)

Organization; Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and

in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited

liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents

and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance

by such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate,

partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to

which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof,

will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except:

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

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

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

by applicable law.

(b)

Understandings or Arrangements. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such

Purchaser is acquiring such Securities as principal for his, her, or its own account and not with a view to or for distributing or reselling

such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention

of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or

indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation

of the Securities Act or any applicable state securities law (this representation and warranty not limiting such Purchaser’s right

to sell such Securities pursuant to a registration statement or otherwise in compliance with applicable federal and state securities

laws).

(c)

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each

date on which it exercises any Common Warrants, it will either be an “accredited investor” as defined in Rule 501(a)(1),

(a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12) or (a)(13) under the Securities Act, or a “qualified institutional buyer”

as defined in Rule 144(a) of under the Securities Act.

(d)

Experience of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication

and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment

in the Securities, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of

an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.

(e)

Access to Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including

all exhibits and schedules thereto) and the SEC Reports and has been afforded, (i) the opportunity to ask such questions as it has deemed

necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the

Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial condition,

results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the

opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that

is necessary to make an informed investment decision with respect to the investment. Such Purchaser acknowledges and agrees that neither

the Placement Agent nor any Affiliate of the Placement Agent has provided such Purchaser with any information or advice with respect

to the Securities nor is such information or advice necessary or desired. Neither the Placement Agent nor any Affiliate has made or makes

any representation as to the Company or the quality of the Securities and the Placement Agent and any Affiliate may have acquired non-public

information with respect to the Company which such Purchaser agrees need not be provided to it. In connection with the issuance of the

Securities to such Purchaser, neither the Placement Agent nor any of its Affiliates has acted as a financial advisor or fiduciary to

such Purchaser.

(f)

Certain Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser has

not, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any

purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser

first received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material

pricing terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing,

in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of

such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers

managing other portions of such Purchaser’s assets, the representation set forth above shall only apply with respect to the portion

of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other

than to other Persons party to this Agreement or to such Purchaser’s representatives, including, without limitation, its officers,

directors, partners, legal and other advisors, employees, agents and Affiliates, such Purchaser has maintained the confidentiality of

all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding

the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions,

with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.

(g)

Brokers. Except as set forth in the Prospectus or Prospectus Supplement, no agent, broker, investment banker, person or firm acting

in a similar capacity on behalf of or under the authority of the Purchaser is or will be entitled to any broker’s or finder’s

fee or any other commission or similar fee, directly or indirectly, for which the Company or any of its Affiliates after the Closing

could have any liabilities in connection with this Agreement, any of the transactions contemplated by this Agreement, or on account of

any action taken by the Purchaser in connection with the transactions contemplated by this Agreement.

(h)

Independent Advice. Each Purchaser understands that nothing in this Agreement or any other materials presented by or on behalf

of the Company to the Purchaser in connection with the purchase of the Securities constitutes legal, tax or investment advice.

(i)

General Solicitation. Such Purchaser is not purchasing the Securities as a result of any advertisement, article, notice or other

communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or

presented at any seminar or, to the knowledge of such Purchaser, any other general solicitation or general advertisement.

The

Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s

right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties

contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement

or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained

herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order

to effect Short Sales or similar transactions in the future.

ARTICLE

IV.

OTHER AGREEMENTS OF THE PARTIES

4.1

Legends. The Shares and the Warrant Shares shall be issued free of all legends; provided, that the Common Warrants and,

prior to the time a registration statement covering the resale of the Warrant Shares is effective, the Warrant Shares, shall bear any

legend required by applicable law. If at any time following the date hereof the Registration Statement (or any subsequent registration

statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale

of the Shares or the Warrant Shares, the Company shall promptly notify the holders of the Common Warrants in writing that such registration

statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again

and available for the sale or resale of the Shares or the Warrant Shares (it being understood and agreed that the foregoing shall not

limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal

and state securities laws). The Company shall use reasonable best efforts to keep a registration statement (including the Registration

Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Common Warrants.

4.2

Furnishing of Information. Until the earlier of the time that (i) no Purchaser owns Securities or (ii) the Common Warrants have

expired or are no longer outstanding and all Shares and Warrant Shares then held by the Purchasers may be sold without restriction or

limitation pursuant to Rule 144 and without the requirement for the Company to be in compliance with Rule 144(c)(1), the Company covenants

to use commercially reasonable efforts to maintain the registration of the Common Stock under Section 12(b) or 12(g) of the Exchange

Act and to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to

be filed by the Company after the date hereof pursuant to the Exchange Act; provided, however, that nothing in this Section 4.2 shall

prohibit or restrict any merger, consolidation, sale of all or substantially all assets, going-private transaction, deregistration or

other strategic transaction approved by the Board of Directors and otherwise effected in compliance with applicable law.

4.3

Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security

(as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the

rules and regulations of any Trading Market in a manner that would require stockholder approval prior to the closing of such other transaction

unless stockholder approval is obtained before the closing of such subsequent transaction.

4.4

Securities Laws Disclosure; Publicity. The Company shall (a) by the Disclosure Time, issue a press release disclosing the material

terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits

thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of such press release, the Company

represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers

by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates or agents, including,

without limitation, the Placement Agent, in connection with the transactions contemplated by the Transaction Documents. In addition,

effective upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations

under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors,

employees, Affiliates or agents, including, without limitation, the Placement Agent, on the one hand, and any of the Purchasers or any

of their Affiliates on the other hand, shall terminate and be of no further force or effect. The Company understands and confirms that

each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. The Company and each

Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and

neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior

consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect

to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required

by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication.

Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser

in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except

(a) as required by federal securities law in connection with the filing of final Transaction Documents with the Commission and (b) to

the extent such disclosure is required by law or Trading Market regulations in which case the Company shall, to the extent permitted

by applicable law, provide the Purchasers with prior notice of such disclosure permitted under this clause (b) and reasonably cooperate

with such Purchaser regarding such disclosure.

4.5

Shareholder Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person,

that any Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill

(including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by

the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving

Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.

4.6

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction

Documents, which shall be disclosed pursuant to Section 4.4, the Company covenants and agrees that neither it, nor any other Person acting

on its behalf will provide any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes

constitutes, material non-public information, unless prior thereto such Purchaser shall have consented in writing to the receipt of such

information and agreed in writing with the Company to keep such information confidential. The Company understands and confirms that each

Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company,

any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates delivers any material, non-public

information to a Purchaser without such Purchaser’s consent, the Company hereby covenants and agrees that such Purchaser shall

not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, employees,

Affiliates or agents, including, without limitation, the Placement Agent, or a duty to the Company, any of its Subsidiaries or any of

their respective officers, directors, employees, Affiliates or agents, including, without limitation, the Placement Agent, not to trade

on the basis of, such material, non-public information, provided that the Purchaser shall remain subject to applicable law. To the extent

that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the

Company or any Subsidiaries, the Company shall simultaneously with the delivery of such notice file such notice with the Commission pursuant

to a Current Report on Form 8-K. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant

in effecting transactions in securities of the Company.

4.7

Use of Proceeds. The Company shall use the net proceeds from the sale of the Securities as set forth in the Prospectus Supplement.

4.8

Indemnification of Purchasers. Subject to the provisions of this Section 4.8, the Company will indemnify and hold each Purchaser

and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent

role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser

(within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders,

agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding

a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) to the fullest extent

permitted by applicable law, harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses,

including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that

any such Purchaser Party may suffer or incur as a result of or relating to (a) any material breach of any of the representations, warranties,

covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against

the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an

Affiliate of such Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action

is based upon or arises out of a material breach of such Purchaser Party’s representations, warranties or covenants under the Transaction

Documents or any agreements or understandings such Purchaser Party may have with any such shareholder or any violations by such Purchaser

Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence or willful

misconduct), or (c) in connection with any registration statement of the Company providing for the resale by the Purchasers of the Warrant

Shares issued and issuable upon exercise of the Common Warrants, the Company will indemnify each Purchaser Party, to the fullest extent

permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation,

reasonable attorneys’ fees) and expenses, as incurred, arising out of or relating to (i) any untrue or alleged untrue statement

of a material fact contained in such registration statement, any prospectus or any form of prospectus or in any amendment or supplement

thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required

to be stated therein or necessary to make the statements therein (in the case of any prospectus or supplement thereto, in the light of

the circumstances under which they were made) not misleading, except to the extent, but only to the extent, that such untrue statements

or omissions are based solely upon information regarding such Purchaser Party furnished in writing to the Company by such Purchaser Party

expressly for use therein, or (ii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state

securities law, or any rule or regulation thereunder in connection therewith. If any action shall be brought against any Purchaser Party

in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing,

and, the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser

Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof,

but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment

thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to

assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel a material conflict

on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Company shall be

responsible for the reasonable and documented out-of-pocket fees and expenses of no more than one such separate counsel. The Company

will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s

prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss,

claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants

or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents, violation of applicable law, bad

faith, fraud, gross negligence, or willful misconduct. The indemnification required by this Section 4.8 shall be made by periodic payments

of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity

agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or

others and any liabilities the Company may be subject to pursuant to law.

4.9

Reservation of Common Stock. As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep

available at all times, free of preemptive rights, a sufficient number of shares of Common Stock for the purpose of enabling the Company

to issue Shares pursuant to this Agreement and Warrant Shares pursuant to any exercise of the Common Warrants.

4.10

Listing of Common Stock. The Company hereby agrees to use its reasonable best efforts to maintain the listing or quotation of

the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to

list or quote all of the Shares and Warrant Shares on such Trading Market and promptly secure the listing of all of the Shares and Warrant

Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading

Market, it will then include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary

to cause all of the Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company

will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply

in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The

Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another

established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other

established clearing corporation in connection with such electronic transfer.

4.11

Subsequent Equity Sales.

(a)

From the date hereof until ten (10) Trading Days after the Closing Date, neither the Company nor any Subsidiary shall (i) issue, enter

into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents or

(ii) file any registration statement or any amendment or supplement thereto, in each case other than as contemplated by this Agreement,

except for the filing of a Form S-8 registration statement covering the employee equity incentive plans.

(b)

Notwithstanding the foregoing, this Section 4.11 shall not apply in respect of an Exempt Issuance, except that no Variable Rate Transaction

(beside existing and outstanding transactions) shall be an Exempt Issuance. In addition, the restrictions set forth in Section 4.11(a)

shall not apply to any follow-on transaction with any Purchaser party to this Agreement.

4.12

Equal Treatment of Purchasers. No consideration (including any modification of any Transaction Document) shall be offered or paid

to any Person to amend or consent to a waiver or modification of any provision of the Transaction Documents unless the same consideration

is also offered to all of the parties to the Transaction Documents. For clarification purposes, this provision constitutes a separate

right granted to each Purchaser by the Company and negotiated separately by each Purchaser, and is intended for the Company to treat

the Purchasers as a class and shall not in any way be construed as the Purchasers acting in concert or as a group with respect to the

purchase, disposition or voting of Securities or otherwise.

4.13

Certain Transactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that

neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including

Short Sales of any of the Company’s securities during the period commencing with the execution of this Agreement and ending at

such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as

described in Section 4.4. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the

transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press release as described

in Section 4.4, such Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information included

in the Disclosure Schedules (other than as disclosed to its legal and other representatives). Notwithstanding the foregoing and notwithstanding

anything contained in this Agreement to the contrary, the Company expressly acknowledges and agrees that (i) no Purchaser makes any representation,

warranty or covenant hereby that it will not engage in effecting transactions in any securities of the Company after the time that the

transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section

4.4, (ii) no Purchaser shall be restricted or prohibited from effecting any transactions in any securities of the Company in accordance

with applicable securities laws from and after the time that the transactions contemplated by this Agreement are first publicly announced

pursuant to the initial press release as described in Section 4.4 and (iii) no Purchaser shall have any duty of confidentiality or duty

not to trade in the securities of the Company to the Company, any of its Subsidiaries, or any of their respective officers, directors,

employees, Affiliates or agents, including, without limitation, the Placement Agent, after the issuance of the initial press release

as described in Section 4.4. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby

separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge

of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the covenant set

forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision

to purchase the Securities covered by this Agreement.

ARTICLE

MISCELLANEOUS

5.1

Termination. This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without

any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the

Closing has not been consummated on or before the fifth (5th) Trading Day following the date hereof; provided, however,

that no such termination will affect the right of any party to sue for any breach by any other party (or parties).

5.2

Fees and Expenses. The Purchaser shall withhold seven thousand dollars ($7,000) at the Closing as a reimbursement for legal expenses.

Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and expenses of its advisors,

counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation,

execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees (including, without limitation,

any fees required for same-day processing of any instruction letter delivered by the Company and any exercise notice delivered by a Purchaser),

stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchasers.

5.3

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, the Prospectus and the Prospectus

Supplement, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior

agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such

documents, exhibits and schedules.

5.4

Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in

writing and shall be deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication is

delivered via email attachment at the email address as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New

York City time) on a Trading Day, (b) the next Trading Day after the time of transmission, if such notice or communication is delivered

via email attachment at the email address as set forth on the signature pages attached hereto on a day that is not a Trading Day or later

than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing, if

sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required

to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto. To the extent

that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the

Company or any Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form

8-K.

5.5

Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument

signed, in the case of an amendment, by the Company and Purchasers who purchased at least 50.1% in interest of the Shares and Common

Warrants based on the initial Subscription Amounts hereunder (or, prior to the Closing, the Company and each Purchaser) or, in the case

of a waiver, by the party against whom enforcement of any such waived provision is sought, provided that if any amendment, modification

or waiver disproportionately and adversely impacts a Purchaser (or group of Purchasers), the consent of such disproportionately impacted

Purchaser (or group of Purchasers) shall also be required. No waiver of any default with respect to any provision, condition or requirement

of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other

provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner

impair the exercise of any such right. Any proposed amendment or waiver that disproportionately, materially and adversely affects the

rights and obligations of any Purchaser relative to the comparable rights and obligations of the other Purchasers shall require the prior

written consent of such adversely affected Purchaser. Any amendment effected in accordance with this Section 5.5 shall be binding upon

each Purchaser and holder of Securities and the Company.

5.6

Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to

limit or affect any of the provisions hereof.

5.7

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and

permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent

of each Purchaser (other than by merger). Any Purchaser may assign any or all of its rights under this Agreement to any Person to whom

such Purchaser assigns or transfers any Securities, provided that such transferee agrees in writing to be bound, with respect to the

transferred Securities, by the provisions of the Transaction Documents that apply to the “Purchasers.”

5.8

No Third-Party Beneficiaries. The Placement Agent shall be the third party beneficiary of the representations and warranties of

the Company in Section 3.1 and the representations and warranties of the Purchasers in Section 3.2. This Agreement is intended for the

benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision

hereof be enforced by, any other Person, except as otherwise set forth in Section 4.8 and this Section 5.8.

5.9

Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents

shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the

principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and

defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto

or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively

in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction

of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or

in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of

any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that

it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient

venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any

such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery)

to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and

sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process

in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction

Documents, then, in addition to the obligations of the Company under Section 4.8, the prevailing party in such Action or Proceeding shall

be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation,

preparation and prosecution of such Action or Proceeding.

5.10

Survival. The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.

5.11

Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one

and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party,

it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by e-mail delivery

of a “.pdf” format data file including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic

Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method,

such signature shall be deemed to have been duly and validly delivered and shall create a valid and binding obligation of the party executing

(or on whose behalf such signature is executed) with the same force and effect as if such “.pdf” signature page were an original

thereof.

5.12

Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to

be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall

remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially

reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated

by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would

have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared

invalid, illegal, void or unenforceable.

5.13

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions

of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction

Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may

rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election

in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission

of an exercise of a Common Warrant, the applicable Purchaser shall be required to return any shares of Common Stock subject to any such

rescinded exercise notice concurrently with the return to such Purchaser of the aggregate exercise price paid to the Company for such

shares and the restoration of such Purchaser’s right to acquire such shares pursuant to such Purchaser’s Common Warrant (including,

issuance of a replacement warrant certificate evidencing such restored right).

5.14

Replacement of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed,

the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation),

or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to

the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also

pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.

5.15

Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages,

each of the Purchasers and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that

monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction

Documents and hereby agree to waive and not to assert in any Action for specific performance of any such obligation the defense that

a remedy at law would be adequate.

5.16

Payment Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document

or a Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise

or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by

or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including,

without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such

restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect

as if such payment had not been made or such enforcement or setoff had not occurred.

5.17

Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document

are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance

or non-performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any other

Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as

a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way

acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each

Purchaser shall be entitled to independently protect and enforce its rights including, without limitation, the rights arising out of

this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional

party in any Proceeding for such purpose. Each Purchaser has been represented by its own separate legal counsel in its review and negotiation

of the Transaction Documents. For reasons of administrative convenience only, each Purchaser and its respective counsel have chosen to

communicate with the Company through Sichenzia Ross Ference Carmel LLP. Sichenzia Ross Ference Carmel LLP does not represent any of the

Purchasers nor the Placement Agent. The Company has elected to provide all Purchasers with the same terms and Transaction Documents for

the convenience of the Company and not because it was required or requested to do so by any of the Purchasers. It is expressly understood

and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company and a Purchaser,

solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

5.18

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

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

Day.

5.19

Liquidated Damages. The Company’s obligations to pay any partial liquidated damages or other amounts owing under the Transaction

Documents is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other amounts

have been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages or other amounts

are due and payable shall have been canceled.

5.20

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

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

Day.

5.21

Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise

the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against

the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each

and every reference to share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse

and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the

date of this Agreement.

5.22

WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY,

THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY,

IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

[Signature

Pages Follow]

WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized

signatories as of the date first indicated above.

WORKSPORT

LTD.

By:

Name:

Steven

Rossi

Title:

Chief

Executive Officer

With

a copy to (which shall not constitute notice):

Sichenzia

Ross Ference Carmel LLP

1185

Avenue of the Americas, 26th Floor

New

York, NY 10036

Attention:

Ross D. Carmel, Esq.

Email:

[REMAINDER

OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE

PAGE FOR PURCHASER FOLLOWS]

[PURCHASER

SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT]

WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories

as of the date first indicated above.

Name

of Purchaser: ________________________________________________________

Signature

of Authorized Signatory of Purchaser: _________________________________

Name

of Authorized Signatory: _______________________________________________

Title

of Authorized Signatory: ________________________________________________

Address of Authorized Signatory: _________________________________________

Address

for Notice to Purchaser:

Subscription

Amount: $_________________

_________________

Common

Warrants: ___________ Beneficial Ownership Blocker ☐ 4.99% or ☐ 9.99%

EIN

Number: _______________________

☐

Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to

purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the

Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii)

the Closing shall occur on the first (1st) Trading Day following the date of this Agreement and (iii) any condition to Closing

contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed

of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead

be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate

or the like or purchase price (as applicable) to such other party on the Closing Date.

Exhibit

Form

of Common Warrant

(attached)

EX-10.2

Filename: ex10-2.htm · Sequence: 5

Exhibit

10.2

STOCK

PURCHASE AGREEMENT

This

Stock Purchase Agreement (this “Agreement”) is dated as of June 18, 2026 between WORKSPORT LTD., a Nevada corporation

(the “Company”), and the purchaser identified on the signature page hereto (the “Purchaser”).

WHEREAS,

subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities

Act (as defined below), the Company desires to issue and sell to the Purchaser and the Purchaser desires to purchase from the Company

shares of Common Stock (as defined below) (the “Shares”) in a registered direct offering, as more fully described

in this Agreement. The Shares are registered under the Registration Statement (as defined below).

NOW,

THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt

and adequacy of which are hereby acknowledged, the Company and the Purchaser agree as follows:

ARTICLE

DEFINITIONS

1.1

Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms

have the meanings set forth in this Section 1.1:

“Acquiring

Person” shall have the meaning ascribed to such term in Section 4.5.

“Action”

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

“Affiliate”

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

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

“Board

of Directors” means the board of directors of the Company.

“Business

Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized

or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized

or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”

or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority

so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally

are open for use by customers on such day.

“Closing”

means the closing of the purchase and sale of the Shares pursuant to Section 2.1.

“Closing

Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties

thereto, and all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount and (ii) the Company’s

obligations to deliver the Shares, in each case, have been satisfied or waived, but in no event later than the first (1st)

Trading Day following the date hereof.

“Commission”

means the United States Securities and Exchange Commission.

“Common

Stock” means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such

securities may hereafter be reclassified or changed.

“Common

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

at any time shares of Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument

that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common

Stock.

“Company

Counsel” means Sichenzia Ross Ference Carmel LLP, with offices located at 1185 Avenue of the Americas, 26th Floor,

New York, NY 10036.

“Disclosure

Schedules” means the Disclosure Schedules of the Company delivered concurrently herewith.

“Disclosure

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

before midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the

date hereof, unless otherwise instructed as to an earlier time by the Placement Agent, and (ii) if this Agreement is signed between midnight

(New York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than 9:01 a.m. (New York City time) on the date

hereof, unless otherwise instructed as to an earlier time by the Placement Agent.

“Evaluation

Date” shall have the meaning ascribed to such term in Section 3.1(s).

“Exchange

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

“Exempt

Issuance” means the issuance of (a) shares of Common Stock or options or other equity awards to employees, officers, consultants,

or directors of the Company pursuant to any share or option plan duly adopted for such purpose, by a majority of the non-employee members

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

rendered to the Company, provided that, with respect to any issuance to consultants, such shares or equity awards shall be issued as

“restricted securities” (as defined in Rule 144) and shall carry no registration rights that require the filing of any registration

statement in connection therewith during the standstill period set forth in Section 4.11(a), (b) shares of Common Stock issued upon the

exercise, exchange or conversion of securities exercisable or exchangeable for or convertible into Common Stock issued and outstanding

on the date of this Agreement, including, without limitation, the Common Warrants issued pursuant to the Securities Purchase Agreement,

dated June 17, 2026, between the Company and the Purchaser, provided that such securities have not been amended since the date of this

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

or to extend the term of such securities (in each case, other than in connection with stock splits, stock dividends, recapitalizations,

reorganizations, reclassifications, combinations, reverse stock splits or other similar events occurring after the date hereof); provided,

further, that it is understood that such securities will not be deemed to have been amended if the terms of such securities are automatically

changed in accordance with their terms as such terms exist on the date of this Agreement, such as a decrease in their exercise price

due to an anti-dilution provision, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority

of the non-employee members of the Board of Directors, provided that such securities are issued as “restricted securities”

(as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection

therewith during the prohibition period in Section 4.11(a) herein and provided that any such issuance shall only be to a Person (or to

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

synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds,

but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an

entity whose primary business is investing in securities.

“FCPA”

means the Foreign Corrupt Practices Act of 1977, as amended.

“GAAP”

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

“Indebtedness”

shall have the meaning ascribed to such term in Section 3.1(aa).

“Intellectual

Property Rights” shall have the meaning ascribed to such term in Section 3.1(p).

“Liens”

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

“Material

Adverse Effect” shall have the meaning assigned to such term in Section 3.1(b).

“Material

Permits” shall have the meaning ascribed to such term in Section 3.1(n).

“Per

Share Purchase Price” equals $0.70, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations

and other similar transactions of the Common Stock that occur after the date of this Agreement and prior to the Closing Date.

“Person”

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

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

“Placement

Agent” means D. Boral Capital LLC.

“Proceeding”

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

such as a deposition), whether commenced or, to the Company’s knowledge, threatened.

“Prospectus”

means the final base prospectus filed for the Registration Statement, including all information, documents and exhibits filed with or

incorporated by reference into such prospectus.

“Prospectus

Supplement” means the supplement to the Prospectus complying with Rule 424(b) of the Securities Act that is filed with the

Commission and delivered by the Company to the Purchaser at the Closing

“Purchaser

Party” shall have the meaning ascribed to such term in Section 4.8.

“Registration

Statement” means the effective registration statement on Form S-3 filed with the Commission (File No. 333-291582) which registers

the issuance and sale of the Shares to the Purchaser.

“Required

Approvals” shall have the meaning ascribed to such term in Section 3.1(e).

“Rule

144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted

from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect

as such Rule.

“Rule

424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted

from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect

as such Rule.

“SEC

Reports” shall have the meaning ascribed to such term in Section 3.1(h).

“Securities

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

“Shares”

means the shares of Common Stock issued or issuable to the Purchaser pursuant to this Agreement.

“Short

Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be

deemed to include locating and/or borrowing shares of Common Stock).

“Subscription

Amount” means the aggregate amount to be paid for the Shares purchased hereunder as specified below the Purchaser’s name

on the signature page of this Agreement and next to the heading “Subscription Amount,” in United States dollars and in immediately

available funds.

“Subsidiary”

means any subsidiary as defined in Rule 405 under the Securities Act and listed in Exhibit 21.1 to the Company’s Annual Report

on Form 10-K for the fiscal year ended December 31, 2025, and shall, where applicable, also include any direct or indirect subsidiary

of the Company formed or acquired after the date hereof.

“Trading

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

“Trading

Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date

in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock

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

“Transaction

Documents” means this Agreement, and any exhibits or schedules thereto and hereto and any other documents or agreements executed

in connection with the transactions contemplated hereunder.

“Transfer

Agent” means Odyssey Transfer and Trust Company, with an address of 2155 Woodlane Drive, Suite 100, Woodbury, MN 55125, telephone

number: (612) 453-4531, the current transfer agent of the Company and any successor transfer agent of the Company.

“Variable

Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible

into, exchangeable or exercisable for, or include the right to receive additional shares of Common Stock either (A) at a conversion price,

exercise price or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the Common

Stock at any time after the initial issuance of such debt or equity securities, or (B) with a conversion, exercise or exchange price

that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence

of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock or

(ii) enters into, or effects a transaction under, any agreement, including, but not limited to, an equity line of credit whereby the

Company may issue securities at a future determined price regardless of whether shares pursuant to such agreement have actually been

issued and regardless of whether such agreement is subsequently canceled. To the extent a Variable Rate Transaction is expressly prohibited

by Section 4.11, the Purchaser shall be entitled to seek injunctive relief against the Company to preclude such issuance, subject to

applicable law and equitable defenses, which remedy shall be in addition to any right to collect damages.

ARTICLE

II.

PURCHASE AND SALE

2.1

Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the

execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchaser agrees to purchase, up

to an aggregate of $472,870 of Shares; provided that the Company shall not issue fractional Shares, and the number of Shares to be issued

shall be rounded down to the nearest whole Share, with the Subscription Amount reduced to the extent necessary to reflect only whole

Shares actually issued at the Per Share Purchase Price. For the avoidance of doubt, the securities being issued and sold pursuant to

this Agreement consist solely of Shares, and no warrants or other Common Stock Equivalents are being issued or sold pursuant to this

Agreement. This Agreement is a separate transaction from, and does not amend, modify, supersede or otherwise affect, the Securities Purchase

Agreement, dated June 17, 2026, between the Company and the Purchaser, or any securities issued or issuable thereunder. The Purchaser’s

Subscription Amount as set forth on the signature page hereto executed by the Purchaser shall be made available for “Delivery Versus

Payment” settlement with the Placement Agent. The Company shall deliver to the Purchaser its Shares as determined pursuant to Section

2.2(a), and the Company and the Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction

of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer of the

Closing documentation. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus

Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchaser’s

name and address and released by the Transfer Agent directly to the account at the Placement Agent identified by the Purchaser; upon

receipt of the Shares, the Placement Agent shall promptly electronically deliver the Shares to the Purchaser, and payment therefor shall

be made by the Placement Agent, its clearing firm or the Purchaser, as applicable, by wire transfer to the Company). Notwithstanding

anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and the Purchaser

through the Closing (the “Pre-Settlement Period”), the Purchaser sells to any Person all, or any portion, of any Shares

to be issued hereunder to the Purchaser at the Closing (collectively, the “Pre-Settlement Shares”), the Person shall,

automatically hereunder (without any additional required actions by the Purchaser or the Company), be deemed to be the Purchaser under

this Agreement unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement

Shares to such Person at the Closing; provided, that the Purchaser shall remain liable for payment of the Subscription Amount and all

other obligations under this Agreement unless and until the Company receives the full Subscription Amount for such Pre-Settlement Shares;

provided, further, that the Company shall not be required to deliver any Pre-Settlement Shares to the Purchaser or any such Person prior

to the Company’s receipt of the Subscription Amount for such Pre-Settlement Shares hereunder and reasonably necessary settlement

information; provided, further, that the Company shall not be required to recognize any transfer or deemed transfer that would reasonably

be expected to violate applicable law, Trading Market rules or the requirements of the Registration Statement; provided, further, that

the Company hereby acknowledges and agrees that the foregoing shall not constitute a representation or covenant by the Purchaser as to

whether or not the Purchaser will elect to sell any Pre-Settlement Shares during the Pre-Settlement Period. The decision to sell any

Shares will be made in the sole discretion of the Purchaser from time to time, including during the Pre-Settlement Period.

2.2

Deliveries.

(a)

On or prior to the Closing Date (except as indicated below), the Company shall deliver or cause to be delivered to the Purchaser the

following:

(i)

this Agreement duly executed by the Company;

(ii)

a legal opinion of Company Counsel, directed to the Purchaser, substantially in form and substance reasonably satisfactory to the Placement

Agent and the Purchaser;

(iii)

a certificate evidencing the formation and good standing of the Company issued by the Secretary of State of Nevada as of a date within

three (3) days of the Closing Date.

(iv)

a certificate, in the form acceptable to the Placement Agent, executed by the Secretary of the Company and dated as of the Closing Date,

certifying the authenticity of (i) resolutions of the Company’s board of directors approving the transactions contemplated hereby

and the execution of the Transaction Documents, in a form reasonably acceptable to the Placement Agent, (ii) the currently effective

amended and restated articles of incorporation, each as in effect at the Closing and attached to such certificate.

(v)

a certificate, in the form acceptable to the Placement Agent, executed by the Chief Financial Officer of the Company and dated as of

the Closing Date;

(vi)

a certificate, in the form acceptable to the Placement Agent, executed by the Chief Executive Officer of the Company and dated as of

the Closing Date;

(vii)

subject to the fifth sentence of Section 2.1, the Company shall have provided the Purchaser with the Company’s wire instructions,

on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer;

(viii)

subject to the fifth sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent

to deliver Shares equal to the Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name

of the Purchaser to be held in an account established with the Transfer Agent; and

(ix)

the Prospectus and the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act).

(b)

On or prior to the Closing Date, the Purchaser shall deliver or cause to be delivered to the Company, the following:

(i)

this Agreement duly executed by the Purchaser; and

(ii)

the Purchaser’s Subscription Amount, which shall be made available for DVP settlement with the Company or its designee.

2.3

Closing Conditions.

(a)

The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:

(i)

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

Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Purchaser contained herein (unless

such representation or warranty is as of a specific date therein in which case they shall be accurate in all material respects (or, to

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

(ii)

all obligations, covenants and agreements of the Purchaser required to be performed at or prior to the Closing Date shall have been performed;

and

(iii)

the delivery by the Purchaser of the items set forth in Section 2.2(b) of this Agreement.

(b)

The obligations of the Purchaser hereunder in connection with the Closing are subject to the following conditions being met:

(i)

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

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

such representation or warranty is as of a specific date therein in which case they shall be accurate in all material respects (or, to

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

(ii)

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

in all material respects;

(iii)

the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;

(iv)

there shall have been no Material Adverse Effect with respect to the Company since the date hereof;

(v)

the Company shall have filed an additional listing application with the principal Trading Market with respect to the Shares; and

(vi)

from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s

principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall

not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such

service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities

nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such

magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of

the Purchaser, makes it impracticable or inadvisable to purchase the Shares at the Closing.

ARTICLE

III.

REPRESENTATIONS AND WARRANTIES

3.1

Representations and Warranties of the Company. Except as set forth in the Disclosure Schedules, which Disclosure Schedules shall

be deemed a part hereof and shall qualify any representation or otherwise made herein to the extent of the disclosure contained in the

corresponding section of the Disclosure Schedules, the Company hereby makes the following representations and warranties to the Purchaser: