Form 8-K

8-K — DUKE Robotics Corp.

Accession: 0001213900-26-058485

Filed: 2026-05-18

Period: 2026-05-14

CIK: 0001638911

SIC: 3721 (AIRCRAFT)

Item: Entry into a Material Definitive Agreement

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0291190-8k_duke.htm (Primary)

EX-1.1 — UNDERWRITING AGREEMENT BY AND BETWEEN THE COMPANY AND MAXIM GROUP LLC, AS REPRESENTATIVE OF THE SEVERAL UNDERWRITERS NAMED THEREIN, DATED MAY 14, 2026 (ea029119001ex1-1.htm)

EX-4.1 — WARRANT AGENT AGREEMENT BY AND BETWEEN THE COMPANY AND EQUINITI TRUST COMPANY LLC, DATED MAY 14, 2026 (ea029119001ex4-1.htm)

EX-4.2 — FORM OF WARRANT (ea029119001ex4-2.htm)

EX-99.1 — PRESS RELEASE DATED MAY 14, 2026 (ea029119001ex99-1.htm)

EX-99.2 — PRESS RELEASE DATED MAY 18, 2026 (ea029119001ex99-2.htm)

GRAPHIC (ea029119001_ex99-1img1.jpg)

GRAPHIC (ea029119001_ex99-2img1.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

DC 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): May 14, 2026

DUKE

Robotics Corp.

(Exact

Name of Registrant as Specified in Its Charter)

Nevada

(State

or Other Jurisdiction of Incorporation)

001-43295

47-3052410

(Commission

File Number)

(IRS

Employer

Identification No.)

HaRimon Street, Mevo Carmel Science and Industrial

Park, Israel

2069203

(Address

of Principal Executive Offices)

(Zip

Code)

+972-054-5707050

(Registrant’s

Telephone Number, Including Area Code)

(Former

Name or Former Address, if Changed Since Last Report)

Check

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

any of the following provisions:

☐

Written

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

☐

Soliciting

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

☐

Pre-commencement

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

☐

Pre-commencement

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

Securities

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

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

stock, $0.0001 par value per share

DUKR

The

Nasdaq Stock Market LLC

Warrants,

each to purchase one share of common stock

DUKRW

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.

May 14, 2026, DUKE Robotics Corp. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”)

with Maxim Group LLC, as representative of the several underwriters identified therein (the “Underwriters”), relating to

the public offering (the “Offering”) of 1,125,000 units, with each unit consisting of one share of the Company’s common

stock, par value $0.0001 (the “Shares”), and warrants to purchase one share of the Company’s common stock (the “Warrants”)

at an exercise price of $8.60 per share, exercisable for a period of five years, subject to certain adjustments and cashless exercise

provisions. The combined price public offering price per Unit was $8.20. Under the terms of the Underwriting Agreement, we granted the

Underwriters an option, exercisable for 45 days following the closing of the Offering, to purchase up to an additional 168,750 shares

of common stock and/or Warrants to purchase 168,750 shares of common stock to cover over-allotments, if any. On May 15, 2026, the Underwriter partially exercised its over-allotment option with respect to Warrants to purchase 168,750 shares of

common stock.

May 18, 2026, the Company closed the Offering, as well as the partial exercise of the over-allotment option, and issued the Shares and

Warrants, resulting in aggregate gross proceeds of approximately $9,225,000, before deducting underwriting discounts and commissions

and estimated offering expenses. The Company intends to use the net proceeds of this offering to provide funding for research and development,

sales force expansion, marketing, business development and potential acquisitions and for general working capital. Concurrently with

the closing of the Offering, the Company also issued warrants to purchase an aggregate of up to 90,000 shares

of its common stock to the representative of the Underwriters or their designees, with an exercise price of $10.25 per share (the “Representative’s

Warrants”). The Representative’s Warrants are exercisable beginning on November 14, 2026, and expire on November 14, 2031,

pursuant to the terms and conditions of the Representative’s Warrants.

May 14, 2026, the Company entered into a warrant agency agreement (the “Warrant Agent Agreement”), with Equiniti Trust Company

LLC (“Equiniti”), appointing Equiniti as Warrant Agent for the Warrants.

The

Shares and Warrants were offered, issued and sold to the public pursuant to a registration statement on Form

S-1 (File No. 333-294808) filed with the Securities and Exchange Commission (“SEC”),

which was declared effective by the SEC on May 14, 2026, as well as pursuant to a registration statement on Form S-1MEF (File No. 333-295917)

which was deemed automatically effective upon filing on May 14, 2026, and the prospectus forming

a part thereof.

The

Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing,

indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended,

other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting

Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such

agreement and were subject to limitations agreed upon by the contracting parties. Pursuant to the Underwriting Agreement, the Company

also granted the Underwriter a right of first refusal, for a period of 18 months from the closing of the Offering, to act as sole managing

underwriter and book-runner and/or placement agent for any and all future public or private equity, equity-linked or debt (excluding

commercial bank debt) offerings undertaken during such period by the Company, or any of the Company’s successors or subsidiaries,

on customary terms in the United States. Pursuant to the Underwriting Agreement, the Company and its directors, officers and certain

shareholders have agreed with the underwriter not to offer for sale, issue, sell, contract to sell, pledge or otherwise dispose of any

its common stock or securities convertible into common stock for a period of six months in the case of the Company and our officers,

directors and certain shareholders after the effective date of the Offering.

The

foregoing summary of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement attached as Exhibit

1.1 hereto and is incorporated herein by reference. The foregoing descriptions of the Warrant Agent Agreement, the form of Warrant issuable

thereunder and the form of Representative’s Warrants and are qualified in their entirety by reference to the Warrant Agent Agreement,

the form of Warrant and the form of Representative’s Warrant, attached hereto as Exhibits 4.1, 4.2 and 4.3, respectively, and incorporated

herein by reference.

Item

8.01 Other Events.

May 14, 2026, the Company issued a press release announcing the pricing of the Offering. A copy of this press release is furnished as

Exhibits 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

May 18, 2026, the Company issued a press release announcing the closing of the Offering. A copy of this press release is furnished as

Exhibits 99.2 to this Current Report on Form 8-K and incorporated by reference herein.

-1-

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

1.1

Underwriting Agreement by and between the Company and Maxim Group LLC, as representative of the several underwriters named therein, dated May 14, 2026.

4.1

Warrant Agent Agreement by and between the Company and Equiniti Trust Company LLC, dated May 14, 2026.

4.2

Form of Warrant

4.3

Form of Representative’s Warrant (incorporated by reference to Exhibit 4.2 to the registrant’s Registration Statement on Form S-1 (File No. 333-394808) filed with the Securities and Exchange Commission on April 1, 2026).

99.1

Press release dated May 14, 2026

99.2

Press

release dated May 18, 2026

104

Cover

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

-2-

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.

DUKE

ROBOTICS CORP.

Date:

May 18, 2026

By:

/s/

Yossef Balucka

Yossef

Balucka

Chief

Executive Officer

-3-

EX-1.1 — UNDERWRITING AGREEMENT BY AND BETWEEN THE COMPANY AND MAXIM GROUP LLC, AS REPRESENTATIVE OF THE SEVERAL UNDERWRITERS NAMED THEREIN, DATED MAY 14, 2026

EX-1.1

Filename: ea029119001ex1-1.htm · Sequence: 2

Exhibit 1.1

1,125,000 UNITS

CONSISTING OF

1,125,000 SHARES OF COMMON STOCK

AND

1,125,000 WARRANTS (EXERCISABLE FOR 1,125,000 SHARES)

DUKE ROBOTICS CORP.

UNDERWRITING AGREEMENT

May 14, 2026

Maxim Group LLC

Investment Banking

300 Park Avenue, 16th Floor

New York, New York 10022

As Representative of the

Several underwriters, if any, named in Schedule I hereto Ladies and Gentlemen:

The undersigned, DUKE ROBOTICS

CORP., a company incorporated under the laws of Nevada (collectively with its subsidiaries and affiliates, including, without limitation,

all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of DUKE ROBOTICS CORP., the “Company”)

hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative

(as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto

for which MAXIM GROUP LLC is acting as representative to the several Underwriters (in such capacity, the “Representative”

and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term

Representative as used herein shall have the same meaning as Underwriters) on the terms and conditions set forth herein.

It is understood that the

several Underwriters are to make a public offering of the Public Securities as soon as the Representative deems it advisable to do so.

The Public Securities are to be initially offered to the public at the public offering price set forth in the Prospectus. The Representative

may from time to time after the Offering (as defined below) change the public offering price and other selling terms.

It is further understood that

you will act as the Representative for the Underwriters in the offering and sale of the Closing Securities and, if any, the Option Securities

in accordance with this Agreement.

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:

“Action”

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

“Affiliate”

means with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls or is controlled

by or is under common control with such Person as such terms are used in and construed under Rule 405 under the Securities Act.

“Auditor”

means KPMG Israel, with offices located at 17 HaArba’a Street, Tel Aviv, Israel.

“Board of Directors”

means the board of directors of the Company.

“Business Day”

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

Reserve Bank of New York is closed for business.

“Closing”

means the closing of the purchase and sale of the Closing Securities pursuant to Section 2.1.

“Closing Date”

means the hour and the date on the Trading Day on which all conditions precedent to (i) the Underwriters’ obligations to pay the

Closing Purchase Price and (ii) the Company’s obligations to deliver the Closing Securities, in each case, have been satisfied or

waived, but in no event later than 10:00 a.m. (New York City time) on the second (2nd) Trading Day following the date hereof or at such

earlier time as shall be agreed upon by the Representative and the Company.

“Closing Investor

Warrants” shall have the meaning ascribed to such term in Section 2.1(a).

“Closing Purchase

Price” shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of underwriting

discounts and commissions.

“Closing Representative’s

Warrants” shall have the meaning ascribed to such term in Section 2.3.

“Closing Securities”

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

“Closing Shares”

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

“Commission”

means the United States Securities and Exchange Commission.

“Common Stock”

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

be reclassified or changed.

“Common Stock Equivalents”

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

without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable

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

“Company Counsel”

means Sullivan & Worcester LLP, 1251 Avenue of the Americas, 19th Floor, New York, NY 10020.

“Effective Date”

means the date and time as of which the Registration Statement became effective, or is deemed to have become effective by the Commission,

in accordance with the rules and regulations under the Securities Act.

“Exchange Act”

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

“Execution Date”

shall mean the date on which the parties execute and enter into this Agreement.

“Exempt Issuance”

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

or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members

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

rendered to the Company, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other

securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement,

provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease

the exercise price, exchange price or conversion price of such securities (other than in connection with automatic price resets, stock

splits, adjustments or combinations as set forth in such securities) or to extend the term of such securities, (c) securities issuable

upon the terms of any existing agreements executed by the Company prior to the date hereof, and (d) securities issued pursuant to acquisitions

or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities are issued

as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of

any registration statement in connection therewith during the prohibition period in Section 4.21(a) herein, and provided that any such

issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company

or an owner of an asset in a business which 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.

“FINRA”

means the Financial Industry Regulatory Authority.

“GAAP”

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

“General Disclosure

Package” shall have the meaning ascribed to such term in Section 3.1(f).

“Harter Secrest”

means Harter Secrest & Emery LLP, 1600 Bausch and Lomb Pl, Rochester, NY 14604, counsel to the Underwriters.

“Indebtedness”

means (a) 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), (b) 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 (c)

the present value of any lease payments in excess of $100,000 due under leases required to be capitalized in accordance with GAAP.

“Intellectual Property

Rights” shall have the meaning ascribed to such term in Section 3.1(q).

“Investor Warrants”

means a warrant to purchase shares of Common Stock, in the form of Exhibit B attached hereto.

“Liens”

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

“Lock-Up Agreements”

means the lock-up agreements that are delivered on the date hereof by each of the Company’s officers and directors and the other

stockholders set forth on Schedule 2 hereto, in the form of Exhibit A attached hereto.

“Material Adverse

Effect” shall have the meaning assigned to such term in Section 3.1(b).

“Offering”

shall have the meaning ascribed to such term in Section 2.1(c).

“Option Closing Date”

shall have the meaning ascribed to such term in Section 2.2(c).

“Option Closing Purchase

Price” shall have the meaning ascribed to such terrain Section 2.2(b), which aggregate purchase price shall be net of the underwriting

discounts and commissions.

“Option Representative’s

Warrants” shall have the meaning ascribed to such term in Section 2.3.

“Option Securities”

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

“Option Shares”

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

“Option Warrants”

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

“Over-Allotment Option”

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

“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.

“Preliminary Prospectus”

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

“Proceeding”

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

such as a deposition), whether commenced or threatened.

“Prospectus”

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

“Public Securities”

means, collectively, the Closing Securities and, if any, the Option Securities.

“Registration Statement”

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

“Representative’s

Securities” shall have the meaning ascribed to such term in Section 2.3.

“Representative’s

Warrants” shall have the meaning ascribed to such term in Section 2.3.

“Representative’s

Warrant Agreement” shall have the meaning ascribed to such term in Section 2.3.

“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(i).

“Securities”

means the Closing Securities, the Option Securities, the Warrant Shares and the Representative’s Securities.

“Securities Act”

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

“Subsidiary”

means any subsidiary of the Company 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 New York Stock Exchange 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 or the New York Stock Exchange (or

any successors to any of the foregoing).

“Transaction Documents”

means this Agreement and all exhibits and schedules hereto, the Closing Investor Warrants, the Warrant Agency Agreement, the Lock-Up Agreements,

the Representative’s Warrant Agreement and any other documents or agreements executed in connection with the transactions contemplated

hereunder.

“Transfer Agent”

means Equiniti Trust Company, LLC, a New York limited liability trust company , the current transfer agent of the Company with a mailing

address of 6201 15th Ave, Brooklyn, NY 11219, a phone number of 1-800-937-5449, and any successor transfer agent of the Company.

“Unit Purchase Price”

shall have the meaning ascribed to such term in Section 2.1(b).

“Units”

means the Units to be delivered to the Underwriters in accordance with Section 2.1(a), with each Unit consisting of one (1) share of Common

Stock and one (1) Closing Investor Warrant, which Units shall not be certificated and which share of Common Stock and Closing Investor

Warrant are immediately separable upon issuance and will be issued separately.

“Variable Rate Transaction”

shall have the meaning ascribed to such term in Section 4.21(b).

“Warrant Agency Agreement”

shall have the meaning ascribed to such term in Section 2.2(d).

“Warrant Purchase

Price” means $0.01 per Option Warrant.

“Warrant Shares”

means the shares of Common Stock is suable upon exercise of the Warrants.

“Warrants”

means, collectively, the Closing Investor Warrants, the Option Warrants and the Representative’s Warrants.

Article

II.

PURCHASE AND SALE

2.1 Closing.

(a) Upon

the terms and subject to the conditions set forth herein, the Company agrees to sell in the aggregate 1,125,000 Units, consisting of (i)

an aggregate of 1,125,000 shares of Common Stock (the “Closing Shares) and (ii) Investor Warrants exercisable for an aggregate

of up to 1,125,000 shares of Common Stock (the “Closing Investor Warrants” and collectively with the Units and the

Closing Shares, the “Closing Securities”) and each Underwriter agrees to purchase, severally and not jointly, at the

Closing, the number of Units set forth opposite the name of such Underwriter on Schedule I hereof.

(b) The

aggregate purchase price for the Closing Securities shall equal the aggregate of the amounts set forth opposite the name of each Underwriter

on Schedule I hereto (the “Closing Purchase Price”). The purchase price shall be $7.544 per Unit (92% of the per Unit

public offering price) (the “Unit Purchase Price”).

the Closing Date, each Underwriter shall deliver or cause to be delivered to the Company, via wire transfer, immediately available funds

equal to such Underwriter’s respective portion of the Closing Purchase Price, as set forth opposite the name of such Underwriter

on Schedule I hereto, and the Company shall deliver to, or as directed by, such Underwriter its respective Closing Shares and Closing

Investor Warrants and the Company shall deliver the other items required pursuant to Section 2.4 deliverable at the Closing. Upon satisfaction

of the covenants and conditions set forth in Sections 2.4 and 2.5, the Closing shall occur at the offices of Harter Secrest or such other

location as the Company and Representative shall mutually agree. The Closing Securities are to be offered initially to the public at the

offering price set forth on the cover page of the Prospectus (the “Offering”).

(d) The

Company acknowledges and agrees that, with respect to any Notice(s) of Exercise (as defined in the Closing Investor Warrant) delivered

by a Holder (as defined in the Closing Investor Warrants) on or prior to 12:00 pm (New York City time) on the Closing Date, which Notice(s)

of Exercise may be delivered at any time after the time of execution of this Agreement, the Company shall deliver the Warrant Shares exercisable

pursuant to the Closing Investor Warrants subject to such notice(s) to the Holder by 4:00 pm (New York City time) on the Closing Date.

The Company acknowledges and agrees that the Holders are third-party beneficiaries of this covenant of the Company.

2.2 Over-Allotment

Option.

(a) For

the purposes of covering any over-allotments in connection with the sale of the Closing Securities and the distribution of the Closing

Shares and the Closing Investor Warrants, the Representative is hereby granted an option (the “Over-Allotment Option”)

to purchase (i) up to 168,750 shares of Common Stock (the “Option Shares”) and/or (ii) Investor Warrants to purchase

up to 168,750 shares of Common Stock (the “Option Warrants” and, collectively with the Option Shares, the “Option

Securities”) which, in the aggregate represent 15% of the Units which may be purchased in any combination of Option Shares and/or

Option Warrants at the Unit Purchase Price and/or Warrant Purchase Price, respectively.

(b) In

connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any Option Shares is equal to the product

of the Unit Purchase Price minus $0.01 per share multiplied by the number of Option Shares to be purchased and (b) the purchase price

to be paid for any Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants to

be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”).

Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part

(from time to time) of the Option Securities within 45 days after the Execution Date. An Underwriter will not be under any obligation

to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option

granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing

by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be

purchased and the date and time for delivery of and payment for the Option Securities (each, an “Option Closing Date”)

which will not be later than the earlier of (i) 45 days after the Execution Date and (ii) one (1) full Business Day after the date of

the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Harter Secrest or at such

other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative.

If such delivery and payment for the Option Securities does not occur on the Closing Date, each Option Closing Date will be as set forth

in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject

to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option

Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the

Over-Allotment Option by written notice to the Company.

(d) The

Closing Investor Warrants and the Option Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth

in, a warrant agency agreement, dated on or before the Closing Date, between the Company and the Transfer Agent, as warrant agent, in

the form attached hereto as Exhibit C (the “Warrant Agency Agreement”).

2.3 Representative’s

Securities.

(a) Representative’s

Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date one or more

warrants (the “Closing Representative’s Warrants”) for the purchase of an aggregate of 90,000 shares of Common

Stock (which is equal to an aggregate of 8% of the number of Closing Securities sold in the Offering), and on each Option Closing Date,

one or more warrants to purchase a number of shares of Common Stock up to an aggregate of eight percent (8%) of the number of Option Securities

issued at such Option Closing Date (the “Option Representative’s Warrants” and, together with the Closing Representative’s

Warrants, the “Representative’s Warrants”). The Representative’s Warrants shall be issuable pursuant to

the Representative’s Warrant Agreement in the form attached hereto as Exhibit D (the “Representative’s Warrant

Agreement”) and exercisable, in whole or in part, commencing on a date which is six months after the Closing and expiring on

the five-year anniversary of the Closing at an initial exercise price per share of Common Stock of $10.25, which is equal to 125% of the

public offering price of each Unit. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise

thereof are sometimes hereinafter referred to together as the “Representative’s Securities.” The Representative

understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s

Warrant and the underlying shares of Common Stock during the one hundred eighty (180) days from the commencement of sales of the securities

issued in connection with this offering and by its acceptance thereof agrees that it will not sell, transfer, assign, pledge or hypothecate

the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or

call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days

from the commencement of sales of the securities issued in connection with this offering to anyone other than (i) an Underwriter or a

selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter

or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

(b) Delivery.

Delivery of the Representative’s Warrant shall be made on the Closing Date and shall be issued in the name or names and in such

authorized denominations as the Representative may request.

2.4 Deliveries.

The Company shall deliver or cause to be delivered to each Underwriter (if applicable) the following:

(a) at

the Closing Date, the Closing Shares and, as to each Option Closing Date, if any, the applicable Option Shares, which shares shall be

delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts of the several Underwriters;

(b) at

the Closing Date, the Closing Investor Warrants and, as to each Option Closing Date, if any, the applicable Option Warrants in the form

requested in writing by the applicable Underwriter at least one Business Day prior to the Closing Date and, if any, each Option Closing

Date, which form may be: (i) certificated form registered in the name or names and in such authorized denominations as request by the

applicable Underwriter, or (ii) delivered via The Depository Trust Company Deposit or Withdrawal at Custodian system for the accounts

of the several Underwriters;

the Closing Date and on each Option Closing Date, the Representative’s Warrants issuable pursuant to Section 2.3;

(d) at

the Closing Date, the duly executed and delivered opinion of Company Counsel addressed to the Underwriters as to certain legal matters

and a negative assurance letter, in forms and substance reasonably satisfactory to the Representative and as to the Closing Date and as

to each Option Closing Date, if any, a bring-down opinion and negative assurance letter (addressed to the Underwriters) from Company Counsel

in form and substance reasonably satisfactory to the Representative;

(e) Omitted;

(f) contemporaneously

herewith, a cold comfort letter, addressed to the Underwriters and in form and substance satisfactory in all respects to the Representative

from the Auditor dated as of the date of this Agreement and a bring-down letter dated as of the Closing Date and each Option Closing Date,

if any, on the Closing Date and on each Option Closing Date, the duly executed and delivered Officer’s Certificate, in form and

substance satisfactory to the Representative;

(g) on

the Closing Date and on each Option Closing Date, the duly executed and delivered Chief Financial Officer’s Certificate, in form

and substance satisfactory to the Representative;

(h) on

the Closing Date and on each Option Closing Date, the duly executed and delivered Secretary’s Certificate, in form and substance

satisfactory to the Representative;

(i) contemporaneously

herewith, the duly executed and delivered Lock-Up Agreements; and

(j) such

other certificates, opinions or documents as the Underwriters and Harter Secrest may reasonably request.

2.5 Closing

Conditions. The respective obligations of each Underwriter hereunder in connection with the Closing and each Option Closing Date are

subject to the following conditions being met:

(a) the

accuracy in all material respects when made and on the date in question of the representations and warranties of the Company contained

herein (unless as of a specific date therein, in which case they shall be true and correct only as of such date) (other than representations

and warranties of the Company already qualified by materiality, which shall be true and correct in all respects);

(b) all

obligations, covenants and agreements of the Company required to be performed at or prior to the date in question shall have been performed;

delivery by the Company of the items set forth in Section 2.4 of this Agreement;

(d) the

Registration Statement shall be effective on the date of this Agreement and at each of the Closing Date and each Option Closing Date,

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

shall have been instituted or shall be pending or contemplated by the Commission and any request on the part of the Commission for additional

information shall have been complied with to the reasonable satisfaction of the Representative;

(e) by

the Execution Date, if required by FINRA, the Underwriters shall have received a notice of no objections from FINRA as to the amount of

compensation allowable or payable to and the terms and arrangements for acting as the Underwriters as described in the Registration Statement;

(f) the

Closing Shares, the Option Shares, the Warrant Shares, the shares of Common Stock issuable upon exercise of the Representative’s

Warrants, the Closing Investor Warrants, and the Option Warrants have been approved for listing on the Trading Market;

(g) [Reserved];

(h) prior

to and on each of the Closing Date and each Option Closing Date, if any: (i) there shall have been no material adverse change or development

involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the

Company from the latest dates as of which such condition is set forth in the Registration Statement, the General Disclosure Package (as

defined in Section 3.1(f) below) and the Prospectus; (ii) no action suit or proceeding, at law or in equity, shall have been pending

or threatened against the Company or any Affiliate of the Company before or by any court or federal or state commission, board or other

administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects

or financial condition or income of the Company, except as set forth in the Registration Statement, the General Disclosure Package and

the Prospectus; (iii) no stop order applicable to the Company shall have been issued under the Securities Act and no proceedings therefor

shall have been initiated or threatened by the Commission; (iv) the Company has not incurred any material liabilities or obligations,

direct or contingent, nor has it entered into any material transactions not in the ordinary course of business, other than pursuant to

this Agreement and the transactions referred to herein; (v) the Company has not paid or declared any dividends or other distributions

of any kind on any class of its capital stock; (vi) the Company has not altered its method of accounting; and (vii) the Registration Statement,

the General Disclosure Package and the Prospectus and any amendments or supplements thereto shall contain all material statements which

are required to be stated therein in accordance with the Securities Act and the rules and regulations thereunder and shall conform in

all material respects to the requirements of the Securities Act and the rules and regulations thereunder, and neither the Registration

Statement, the General Disclosure Package nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement

of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light

of the circumstances under which they were made, not misleading.

If any of the conditions specified

in this Section 2.5 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 Representative or to Representative’s counsel pursuant to this Section 2.5 shall not be reasonably

satisfactory in form and substance to the Representative and to Representative’s counsel, all obligations of the Underwriters hereunder

may be cancelled by the Representative 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.

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 represents and warrants to the Underwriters as of the Execution Date, as of the Closing Date

and as of each Option Closing Date, if any, as follows:

(a) Subsidiaries.

All of the direct and indirect Subsidiaries of the Company are described in the Registration Statement, the General Disclosure Package

and the Prospectus to the extent necessary. The Company owns, directly or indirectly, all of the capital stock or other equity interests

of each Subsidiary free and clear of any Liens, charges, security interests, encumbrances, rights of first refusal, preemptive rights

or other restrictions, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully

paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

(b) Organization

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

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

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

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

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

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

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

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

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

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

its obligations under any Transaction Document (any of (i), (ii) or a “Material Adverse Effect”) and no Proceeding

has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority

or qualification.

Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated

by this Agreement and each of the other Transaction Documents to which it is a party 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 the Company

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 Representative’s Securities and the consummation by it of the transactions contemplated

hereby and thereby do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate

or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or

an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties

or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, 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 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 filing with the Commission

of the Prospectus, (ii) such filings as are required to be made under applicable state securities laws and (iii) application(s) to each

applicable Trading Market for the listing of the Shares, the Warrant Shares and the shares of Common Stock issuable upon exercise of the

Representative’s Warrant for trading thereon in the time and manner required thereby (collectively, the “Required Approvals”).

(f) Registration

Statement. The Company has filed with the Commission the Registration Statement, including any related Preliminary Prospectus or Prospectuses,

for the registration of the Securities under the Securities Act, which Registration Statement has been prepared by the Company in conformity

with the requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act. The registration

of the Common Stock under the Exchange Act has been declared effective by the Commission on or prior to and is effective on the date hereof

Copies of such Registration Statement and of each amendment thereto, if any, including the related Preliminary Prospectuses, heretofore

filed by the Company with the Commission have been delivered to the Underwriters. The term “Registration Statement”

means such registration statement on Form S-1 (File No. 333-294808), as amended, as of the relevant Effective Date, including financial

statements, all exhibits and any information deemed to be included or incorporated by reference therein, including any information deemed

to be included pursuant to Rule 430A or Rule 430B of the Securities Act and the rules and regulations thereunder, as applicable. If the

Company files a registration statement to register a portion of the Securities and relies on Rule 462(b) of the Securities Act and the

rules and regulations thereunder for such registration statement to become effective upon filing with the Commission (the “Rule

462 Registration Statement”) then any reference to the “Registration Statement” shall be deemed to include

the Rule 462 Registration Statement, as amended from time to time. The term “Preliminary Prospectus” as used herein

means a preliminary prospectus as contemplated by Rule 430 or Rule 430A of the Securities Act and the rules and regulations thereunder

as included at any time as part of, or deemed to be part of or included in, the Registration Statement. The term “Prospectus”

means the final prospectus in connection with this Offering as first filed with the Commission pursuant to Rule 424(b) of the Securities

Act and the rules and regulations thereunder or, if no such filing is required, the form of final prospectus included in the Registration

Statement at the Effective Date, except that if any revised prospectus or prospectus supplement shall be provided to the Representative

by the Company for use in connection with the Securities which differs from the Prospectus (whether or not such revised prospectus or

prospectus supplement is required to be filed by the Company pursuant to Rule 424(b)), the term “Prospectus” shall

also refer to such revised prospectus or prospectus supplement, as the case may be, from and after the time it is first provided to the

Representative for such use. Any reference herein to the terms “amend”, “amendment” or “supplement”

with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include: (i)

the filing of any document under the Exchange Act after the Effective Date, the date of such Preliminary Prospectus or the date of the

Prospectus, as the case may be, which is incorporated therein by reference, and (ii) any such document so filed. All references in this

Agreement to the Registration Statement, a Preliminary Prospectus and the Prospectus, or any amendments or supplements to any of the foregoing

shall be deemed to include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval

System (“EDGAR”). The term “General Disclosure Package” means, collectively, the Permitted Free

Writing Prospectus(es) (as defined below) issued at or prior to the date hereof, the most recent preliminary prospectus related to this

offering, and the information included on Schedule I hereto.

(g) Issuance

of Securities. The Public 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 are duly authorized and, when issued in accordance with the terms of the Warrants, will be validly issued, fully paid and nonassessable,

free and clear of all Liens imposed by the Company. The Representative’s 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 Company has reserved from its duly authorized capital stock the maximum number of shares of Common

Stock issuable pursuant to this Agreement, the Warrants and the Representative’s Warrants. None of the Securities are or will be

subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. All

corporate action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly taken. The

Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement, the General

Disclosure Package and the Prospectus.

(h) Capitalization.

The capitalization of the Company as of the date hereof is as set forth in the Registration Statement, the General Disclosure Package

and the Prospectus. Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, 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

such rights which have been waived prior to the date hereof. Except (i) as a result of the purchase and sale of the Securities, (ii) pursuant

to the exercise of employee stock options and under the Company’s employee stock purchase plans, the issuance of shares of Common

Stock to employees under the Company’s employee stock purchase plans and pursuant to conversion and/or exercise of Common Stock

Equivalents outstanding as of the date of the Company’s most recently filed SEC Report, or (iii) as otherwise set forth in the Registration

Statement, the General Disclosure Package and the Prospectus, 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 the capital stock of any Subsidiary. Except as described in the Registration Statement,

the General Disclosure Package and the Prospectus, 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 Underwriters). There are no outstanding securities or

instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments,

understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such

Subsidiary. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar

plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable,

have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation

of any preemptive rights or similar rights to subscribe for or purchase securities. The authorized shares of the Company conform in all

material respects to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus.

The offers and sales of the Company’s securities were at all relevant times either registered under the Securities Act and the applicable

state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers, exempt from such registration

requirements. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and

sale of the Securities. There are no stockholders’ agreements, voting agreements or other similar agreements with respect to the

Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s

stockholders.

(i) 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 12 months

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, 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 is

not and 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, and included or incorporated by reference in the Registration Statement, the Preliminary Prospectus, the General Disclosure

Package and the Prospectus, 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 applicable, 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. The agreements and documents

described in the Registration Statement, the Preliminary Prospectus, the General Disclosure Package, the Prospectus, and the SEC Reports

conform in all material aspects to the descriptions thereof contained therein and there are no agreements or other documents required

by the Securities Act and the rules and regulations thereunder to be described in the Registration Statement, the Preliminary Prospectus,

the General Disclosure Package, the Prospectus or the SEC Reports or to be filed with the Commission as exhibits to the Registration Statement,

that have not been so described or filed. Each agreement or other instrument (however characterized or described) to which the Company

is a party or by which it is or may be bound or affected and (i) that is referred to in the Registration Statement, the General Disclosure

Package, the Prospectus or the SEC Reports, or (ii) is material to the Company’s business, has been duly authorized and validly

executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s

knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency,

reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution

provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and

other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding

therefore may be brought. None of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the

Company’s knowledge, any other party is in default thereunder and, to the Company’s knowledge, no event has occurred that,

with the lapse of time or the giving of notice, or both, would constitute a default thereunder. To the Company’s knowledge, performance

by the Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicable

law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the

Company or any of its assets or businesses, including, without limitation, those relating to environmental laws and regulations.

(j) Material

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

the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, (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 in any material

respect, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased,

redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities

to any officer, director or Affiliate, except pursuant to existing Company stock option plans and employee stock purchase plans, the issuance

of Common Stock Equivalents as disclosed in the SEC Reports. The Company does not have pending before the Commission any request for confidential

treatment of information. Except for the issuance of the Securities contemplated by this Agreement, no event, liability, fact, circumstance,

occurrence or development has occurred or exists 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. Unless otherwise disclosed in an SEC Report filed prior to the date hereof, the Company has not: (i)

issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) declared or paid any

dividend or made any other distribution on or in respect to its capital stock.

(k) Litigation.

There are no actions, suits, inquiries, notices of violation, proceedings or investigations pending or, to the knowledge of the Company,

threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator,

governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”)

which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities

or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the

Company nor any Subsidiary, nor, to the Company’s knowledge, 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. To

the knowledge of the Company, there has not been, and there is not pending or threatened, any investigation by the Commission involving

the Company or any current or former director or officer of the Company. There are no Actions required to be disclosed in the SEC Reports

that have not been disclosed. 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.

(l) 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 relationship

with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is in violation

of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement,

or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such

executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters

that would reasonably be expected to have a Material Adverse Effect. The Company and its Subsidiaries are in compliance with all U.S.

federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment

and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected

to have a Material Adverse Effect.

(m) 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.

(n) 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.

(o) Regulatory

Permits. The Company and the Subsidiaries possess all licenses, certificates, authorizations, approvals, clearances, consents, registrations,

and permits issued by the appropriate federal, state, local or foreign regulatory authorities applicable to the Company (“Applicable

Laws”) 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 (each, an “Authorization”) and

neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of any Authorization

or the noncompliance with any ordinance, law, rule or regulation applicable to the Company. The disclosures in the Registration Statement

concerning the effects of federal, state, local and all foreign regulation on the Company’s business as currently contemplated are

correct in all material respects. The Company is and has been in material compliance with any term of any such Authorizations, except

for any violations which would not reasonably be expected to have a Material Adverse Effect. The Company has not received notice of any

claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from any governmental authority or body

or third party alleging that any product, operation or activity is in violation of any Applicable Laws or Authorizations or has any knowledge

that any such entity or third party is considering any such claim, litigation, arbitration, action, suit, investigation or proceeding,

nor, to the Company’s knowledge, has there been any material noncompliance with or violation of any Applicable Laws by the Company

that could reasonably be expected to require the issuance of any such communication or result in an investigation, corrective action,

or enforcement action by any governmental body or entity.

(p) 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.

(q) 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 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 where such action would not reasonably be expected to have a Material Adverse Effect. Other than as specifically described in the

SEC Reports, 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 Company’s products or planned products as described

in the SEC Reports 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.

(r) 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. 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.

(s) Transactions

With Affiliates and Employees. Except as set forth in the SEC Reports, the Registration Statement, the General Disclosure Package

and the Prospectus, 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.

(t) Sarbanes-Oxley:

Internal Accounting Controls. Except as set forth in the SEC Reports, the Company and the Subsidiaries are in material compliance

with any and all applicable requirements of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any and all applicable

rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof and as of the Closing Date. Except

as set forth in the SEC Reports, 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. Except as set forth in the SEC Reports, the Company and the Subsidiaries have established disclosure controls and procedures

(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls

and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange

Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The

Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the

Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation

Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying

officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since

the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange

Act) of the Company and its Subsidiaries that have materially adversely affected, or is reasonably likely to materially adversely affect,

the internal control over financial reporting of the Company and its Subsidiaries.

(u) Certain

Fees. Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, no brokerage or finder’s

fees or commissions are or will be payable by the Company, any Subsidiary or Affiliate of the Company 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. There are no other arrangements, agreements or understandings of the Company or, to the Company’s knowledge, any of its

stockholders that may affect the Underwriters’ compensation, as determined by FINRA. Other than payments to the Underwriters for

this Offering (including the issuance to the Representative of the Representative’s Warrants), the Company has not made and has

no agreements, arrangements or understanding to make any direct or indirect payments (in cash, securities or otherwise) to: (i) any person,

as a finder’s fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to

the Company persons who raised or provided capital to the Company; (ii) any FINRA member; or (iii) any person or entity that has any direct

or indirect affiliation or association with any FINRA member, within the 180-day period from the commencement of sales of the securities

issued in connection with this offering through the 90-day period after the Effective Date. None of the net proceeds of the Offering will

be paid by the Company to any participating FINRA member or its affiliates, except as specifically authorized herein.

(v) 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.

(w) Registration

Rights. 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, other than those rights that have been disclosed in the Registration Statement or have been

waived or satisfied.

(x) Listing

and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) of the Exchange Act, and the Company has taken

no action designed to, 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 Registration Statement, 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 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 of the Depository Trust Company (or such other established clearing corporation) in

connection with such electronic transfer.

(y) Application

of Takeover Protections. The Company and the Board of Directors have taken or prior to the Initial Closing will have taken all necessary

action within its power, 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

(or similar charter documents) or the laws of its state of incorporation that is or could become applicable as a result of the Underwriters

and the Company fulfilling their obligations or exercising their rights under the Transaction Documents.

(z) Disclosure:

10b-5. 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, if any, 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

under the Securities Act 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 Preliminary

Prospectus and the Prospectus, 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. The Prospectus, 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

light of the circumstances under which they were made, not misleading, except for any statements in or omissions from the Prospectus based

upon and in conformity with written information furnished to the Company by any Underwriter, it being understood that such information

furnished by any Underwriter shall consist of the Underwriters’ Information. As of its date and the date hereof, the General Disclosure

Package did not and does not include any untrue statement of a material fact or omitted to state any material fact necessary in order

to make the statements therein, in the light of the circumstances under which they were made, not misleading, except for any statements

in or omissions from the General Disclosure Package based upon and in conformity with written information furnished to the Company by

any Underwriter, it being understood that such information furnished by any Underwriter shall consist of the Underwriters’ Information.

The SEC Reports, when they were filed with the Commission, conformed in all material respects to the requirements of the Securities Act

and the Exchange Act, as applicable, 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 the SEC Reports incorporated by reference in the Prospectus), in light of the circumstances under which they were made

not misleading; and any further documents so filed and incorporated by reference in the Prospectus, 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 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

Preliminary Prospectus or Prospectus, or to be filed as exhibits or schedules to the Registration Statement, which have not been described

or filed as required. 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 light of the circumstances under which they were made and when made, not misleading.

(aa) No Integrated Offering.

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.

(bb) 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 set 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. Neither the Company nor any Subsidiary is in default with

respect to any Indebtedness.

(cc) Tax Status.

Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect,

the Company and its Subsidiaries each (i) has made or filed all United States federal, state and local income and all foreign income and

franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (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. The provisions

for taxes payable, if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all

accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements.

The term “taxes” mean all federal, state, local, foreign, and other net income, gross income, gross receipts, sales, use,

ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp,

occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments, or charges of any kind whatsoever,

together with any interest and any penalties, additions to tax, or additional amounts with respect thereto. The term “returns”

means all returns, declarations, reports, statements, and other documents required to be filed in respect to taxes.

(dd) Foreign Corrupt

Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any agent or other person

acting on behalf of the Company or any Subsidiary, 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. The Company has taken reasonable steps to ensure

that its accounting controls and procedures are sufficient to cause the Company to comply in all material respects with the FCPA.

(ee) Accountants.

To the knowledge and belief of the Company, the Auditor (i) is an independent 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 ending December 31, 2026.

(ff) Equity Incentive

Awards. Each equity incentive award granted by the Company under the Company’s equity incentive plans was granted (i) in accordance

with the terms of such plan and (ii) any option was granted 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.

(gg) 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.

(hh) 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 the Representative’s request.

(ii) Bank

Holding Company Act. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company Act of 1956,

as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal

Reserve”). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly or indirectly, five percent

(5%) or more of the outstanding shares of any class of voting securities or twenty-five percent (25%) 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.

(jj) 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, suit 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.

(kk) D&O Questionnaires.

To the Company’s knowledge, all information contained in the questionnaires most recently completed by each of the Company’s

directors and officers is true and correct in all respects and the Company has not become aware of any information which would cause the

information disclosed in such questionnaires become inaccurate and incorrect.

(ll) FINRA Affiliation.

No officer, director or, to the Company’s knowledge, any beneficial owner of 5% or more of the Company’s shares of Common

Stock or Common Stock Equivalents has any direct or indirect affiliation or association with any FINRA member (as determined in accordance

with the rules and regulations of FINRA) that is participating in the Offering. Except for securities purchased on the open market, no

Company Affiliate is an owner of stock or other securities of any member of FINRA. No Company Affiliate has made a subordinated loan to

any member of FINRA. No proceeds from the sale of the Securities (excluding underwriting compensation as disclosed in the Registration

Statement and the Prospectus) will be paid to any FINRA member, any persons associated with a FINRA member or an affiliate of a FINRA

member. Except as disclosed in the Prospectus, the Company has not issued any warrants or other securities or granted any options, directly

or indirectly, to the Representative or any of the Underwriters named on Schedule I hereto within the 180-day period prior to the

initial filing date of the Prospectus. Except as disclosed in the Registration Statement and except for securities issued to the Representative

as disclosed in the Prospectus and securities sold by the Representative on behalf of the Company, no person to whom securities of the

Company have been privately issued within the 180-day period prior to the initial filing date of the Prospectus is a FINRA member, is

a person associated with a FINRA member or is an affiliate of a FINRA member. To the Company’s knowledge, no FINRA member participating

in the Offering has a conflict of interest with the Company. For this purpose, a “conflict of interest” exists when a FINRA

member, the parent or affiliate of a FINRA member or any person associated with a FINRA member in the aggregate beneficially own 5% or

more of the Company’s outstanding subordinated debt or common equity, or 5% or more of the Company’s preferred equity. “FINRA

member participating in the Offering” includes any associated person of a FINRA member that is participating in the Offering, any

member of such associated person’s immediate family and any affiliate of a FINRA member that is participating in the Offering. “Any

person associated with a FINRA member” means (1) a natural person who is registered or has applied for registration under the rules

of FINRA and (2) a sole proprietor, partner, officer, director, or branch manager of a FINRA member, or other natural person occupying

a similar status or performing similar functions, or a natural person engaged in the investment banking or securities business who is

directly or indirectly controlling or controlled by a FINRA member. When used in this Section 3.1(ll) the term “affiliate of a FINRA

member” or “affiliated with a FINRA member” means an entity that controls, is controlled by or is under common control

with a FINRA member. The Company will advise the Representative and Harter Secrest if it learns that any officer, director or owner of

5% or more of the Company’s outstanding shares of Common Stock or Common Stock Equivalents is or becomes an affiliate or associated

person of a FINRA member firm.

(mm) Officers’

Certificate. Any certificate signed by any duly authorized officer of the Company and delivered to the Representative or Harter Secrest

shall be deemed a representation and warranty by the Company to the Underwriters as to the matters covered thereby.

(nn) Board of Directors.

The qualifications of the persons serving as board members and the overall composition of the Board of Directors comply with the Sarbanes-Oxley

Act of 2002 and the rules promulgated thereunder applicable to the Company and the rules of the Trading Market. At least one member of

the Board of Directors qualifies as a “financial expert” as such term is defined under the Sarbanes-Oxley Act of 2002 and

the rules promulgated thereunder and the rules of the Trading Market. In addition, at least a majority of the persons serving on the Board

of Directors qualify as “independent” as defined under the rules of the Trading Market.

(oo) ERISA.

The Company is not a party to an “employee benefit plan, “as defined in Section 3(3) of the Employee Retirement Income Security

Act of 1974, as amended (“ERISA”) which: (i) is subject to any provision of ERISA and (ii) is or was at any time maintained,

administered or contributed to by the Company or any of its ERISA Affiliates (as defined hereafter). These plans are referred to collectively

herein as the “Employee Plans.” An “ERISA Affiliate” of any person or entity means any other person or entity

which, together with that person or entity, could be treated as a single employer under Section 414(b), (c), (m) or (o) of the Internal

Revenue Code of 1986, as amended (the “Code”). Each Employee Plan has been maintained in material compliance with its

terms and the requirements of applicable law. No Employee Plan is subject to Title IV of ERISA. The Registration Statement, Preliminary

Prospectus and the Prospectus identify each employment, severance or other similar agreement, arrangement or policy and each material

plan or arrangement required to be disclosed pursuant to the Rules and Regulations providing for insurance coverage (including any self-insured

arrangements), workers’ compensation, disability benefits, severance benefits, supplemental unemployment benefits, vacation benefits

or retirement benefits, or deferred compensation, profit-sharing, bonuses, stock options, stock appreciation rights or other forms of

incentive compensation, or post-retirement insurance, compensation or benefits, which: (i) is not an Employee Plan; (ii) is entered into,

maintained or contributed to, as the case may be, by the Company or any of its ERISA Affiliates; and (iii) covers any officer or director

or former officer or director of the Company or any of its ERISA Affiliates. These agreements, arrangements, policies or plans are referred

to collectively as “Benefit Arrangements”. Each Benefit Arrangement has been maintained in material compliance with its terms

and with the requirements of applicable law. Except as disclosed in the Registration Statement, Preliminary Prospectus and the Prospectus,

there is no liability in respect of post-retirement health and medical benefits for retired employees of the Company or any of its ERISA

Affiliates, other than medical benefits required to be continued under applicable law. No “prohibited trans action”(as defined

in either Section 406 of ERISA or Section 4975 of the Code) has occurred with respect to any Employee Plan; and each Employee Plan that

is intended to be qualified under Section 401(a) of the Code is so qualified, and nothing has occurred, whether by action or by failure

to act, which could cause the loss of such qualification.

(pp) [Reserved].

(qq) PCAOB Registered

Firm. The Company has retained a nationally recognized, PCAOB registered firm of independent certified public accountants acceptable

to the Representative and the Company, which will have the responsibility for the preparation of the financial statements and the financial

exhibits, if any, included in the Registration Statement.

(rr) Financial Printer.

The Company has retained a financial printer acceptable to the Representative to handle the printing and related aspects of the Offering.

(ss) Public Relations

Firm. The Company has retained a financial public relations firm, reasonably acceptable to the Representative, which firm is experienced

in assisting issuers in public offerings of securities and in their relations with security holders.

Article

IV.

OTHER AGREEMENTS OF THE PARTIES

4.1 Amendments

to Registration Statement. The Company has delivered, or will as promptly as practicable deliver, to the Underwriters 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 Prospectus, as amended or supplemented, and the General Disclosure Package

in such quantities and at such places as an Underwriter 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 other than the Prospectus, the General Disclosure Package and the Registration Statement. The Company shall not

file any such amendment or supplement to which the Representative shall reasonably object in writing.

4.2 Federal

Securities Laws.

(a) Compliance.

During the time when a Prospectus is required to be delivered under the Securities Act, the Company will use its best efforts to comply

with all requirements imposed upon it by the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules

and regulations thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the

Securities in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Securities is

required to be delivered under the Securities Act, any event shall have occurred as a result of which, in the opinion of counsel for the

Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact

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

under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act,

the Company will notify the Underwriters promptly and prepare and file with the Commission, subject to Section 4.1 hereof, an appropriate

amendment or supplement in accordance with Section 10 of the Securities Act.

(b) Exchange

Act Registration. For a period of three years from the Execution Date, the Company will use its best efforts to maintain the registration

of the Common Stock under the Exchange Act; provided, that such provision shall not prevent a sale, merger or similar transaction involving

the Company. The Company will not deregister the Common Stock under the Exchange Act without the prior written consent of the Representative

(including in connection with a sale, merger or similar transaction involving the Company), which consent shall not be unreasonably withheld.

Writing Prospectuses. The Company represents and agrees that it has not made and will not make any offer relating to the Securities

that would constitute an issuer free writing prospectus, as defined in Rule 433 of the rules and regulations under the Securities Act,

without the prior written consent of the Representative. Any such free writing prospectus consented to by the Representative is herein

referred to as a “Permitted Free Writing Prospectus.” The Company represents that it will treat each Permitted Free

Writing Prospectus as an “issuer free writing prospectus” as defined in rule and regulations under the Securities Act, and

has complied and will comply with the applicable requirements of Rule 433 of the Securities Act, including timely Commission filing where

required, legending and record keeping.

4.3 Delivery

to the Underwriters of Prospectuses. The Company will deliver to the Underwriters, without charge, from time to time during the period

when the Prospectus is required to be delivered under the Securities Act or the Exchange Act such number of copies of each Prospectus

as the Underwriters may reasonably request and, as soon as the Registration Statement or any amendment or supplement thereto becomes effective,

deliver to you two original executed Registration Statements, including exhibits, and all post-effective amendments thereto and copies

of all exhibits filed therewith or incorporated therein by reference and all original executed consents of certified experts.

4.4 Effectiveness

and Events Requiring Notice to the Underwriters. The Company will use its best efforts to cause the Registration Statement to remain

effective with a current prospectus until the later of nine (9) months from the Execution Date and the date on which the Warrants are

no longer outstanding, and will notify the Underwriters and holders of the Warrants immediately and confirm the notice in writing: (i)

of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order

or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission

of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation,

or the threatening, of any proceeding for that purpose; (iv) of the electronic filing on the EDGAR system of the Commission for filing

of any amendment or supplement to the Registration Statement or Prospectus; (v) of the receipt of any comments or request for any additional

information from the Commission; and (vi) of the happening of any event during the period described in this Section 4.4 that, in the judgment

of the Company, makes any statement of a material fact made in the Registration Statement, the General Disclosure Package or the Prospectus

untrue or that requires the making of any changes in the Registration Statement, the General Disclosure Package or the Prospectus in order

to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state

securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort

to obtain promptly the lifting of such order.

4.5 Review

of Financial Statements. For a period of three (3) years from the Execution Date, the Company, at its expense, shall cause its regularly

engaged independent registered public accountants to review (but not audit) the Company’s financial statements for each of the first

three fiscal quarters prior to the announcement of quarterly financial information.

4.6 Reports

to the Underwriters; Expenses of the Offering.

(a) Periodic

Reports, etc. For a period of three (3) years from the Execution Date, the Company will furnish or make available to the Underwriters

copies of such financial statements and other periodic and special reports as the Company from time to time furnishes generally to holders

of any class of its securities and also promptly furnish or make available to the Underwriters: (i) a copy of each periodic report the

Company shall be required to file with the Commission; (ii) a copy of every press release and every news item and article with respect

to the Company or its affairs which was release by the Company; (iii) a copy of each Form 8-K prepared and filed by the Company; and (iv)

a copy of each registration statement filed by the Company under the Securities Act. Documents filed with the Commission pursuant to its

EDGAR system shall be deemed to have been delivered to the Underwriters pursuant to this Section.

(b) Transfer

Sheets. For a period of one (1) year from the Execution Date, the Company shall retain the Transfer Agent or a transfer and registrar

agent acceptable to the Representative and will furnish to the Underwriters at the Company’s sole cost and expense such transfer

sheets of the Company’s securities as an Underwriter may reasonably request, including the daily and monthly consolidated transfer

sheets of the Transfer Agent and the DTC.

Reports. For a period of one year from the Execution Date, the Company shall provide to the Underwriters, at the Company’s expense,

such reports published by the Trading Market relating to price and trading of such securities, as the Underwriters shall reasonably request.

(d) General

Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and each Option Closing Date, if any,

to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement,

including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Public Securities to

be sold in the Offering (including the Option Securities) and the Representative’s Securities with the Commission; (b) all FINRA

Public Offering Filing System fees associated with the review of the Offering by FINRA; all fees and expenses relating to the listing

of such Closing Shares, Option Shares and Warrant Shares on the Trading Market and such other stock exchanges as the Company and the Representative

together determine; (c) all fees, expenses and disbursements relating to the registration or qualification of such Securities and the

Underwriter’s under the “blue sky” securities laws of such states and other foreign jurisdictions as the Representative

may reasonably designate; (d) the costs of all mailing and printing of the underwriting documents (including, without limitation, the

Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, any agreements with Selected Dealers,

Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits

thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (e) the costs of preparing,

printing and delivering the Securities; (f) fees and expenses of the Transfer Agent for the Securities (including, without limitation,

any fees required for same-day processing of any instruction letter delivered by the Company); (g) stock transfer and/or stamp taxes,

if any, payable upon the transfer of securities from the Company to the Underwriters; (h) the fees and expenses of the Company’s

accountants; (i) the fees and expenses of the Company’s legal counsel and other agents and representatives; (j) the Underwriters’

costs of mailing prospectuses to prospective investors; (k) all fees, expenses and disbursements relating to background checks of the

Company’s officers and directors; (1) the fees and expenses associated with the Underwriters’ use of the Ipreo and NewRoadshow

(or other similar software) for the Offering; and (m) the Company’s actual “road show” expenses for the Offering. The

Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or each Option Closing

Date, if any, all out-of-pocket fees, expenses and disbursements (including legal fees and expenses) of the Underwriters incurred as a

result of providing services related to the Offering to be paid by the Company to the Underwriters. For the sake of clarity, it is understood

and agreed that (i) except as otherwise set forth herein, the Company shall be responsible for the Representative’s legal fees,

costs and expenses in connection with the Offering irrespective of whether the Offering is consummated, and (ii) the maximum amount of

all legal fees, costs and expenses incurred by the Representative pursuant to the Offering that the Company shall be responsible for shall

not exceed $125,000 in the event of a Closing, and shall not exceed $40,000 (of which $15,000 has been paid as an advance prior to the

Execution Date) in the event there is not a Closing.

4.7 Application

of Net Proceeds. The Company will apply the net proceeds from the Offering received by it in a manner consistent with the application

described under the caption “Use of Proceeds” in the Prospectus.

4.8 Delivery

of Earnings Statements to Security Holders. The Company will make generally available to its security holders as soon as practicable,

but not later than the first day of the fifteenth full calendar month following the Execution Date, an earnings statement (which need

not be certified by independent public or independent certified public accountants unless required by the Securities Act or the rules

and regulations under the Securities Act, but which shall satisfy the provisions of Rule 158(a) under Section 11(a) of the Securities

Act) covering a period of at least twelve consecutive months beginning after the Execution Date. For the avoidance of doubt, documents

filed with the Commission pursuant to its EDGAR system that contain the earnings statements required by this Section 4.8 shall be deemed

to have been delivered to security holders and satisfy the requirements of this Section 4.8.

4.9 Stabilization.

Neither the Company, nor, to its knowledge, any of its employees, directors or shareholders (without the consent of the Representative)

has taken or will take, directly or indirectly, any action designed to or that has constituted or that might reasonably be expected to

cause or result in, under the Exchange Act, or otherwise, stabilization or manipulation of the price of any security of the Company to

facilitate the sale or resale of the Securities.

4.10 Internal

Controls. For a period of three (3) years from the Effective Date, the Company shall maintain a system of internal accounting controls

sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general or specific

authorization; (ii) transactions are recorded as necessary in order to permit preparation of financial statements in accordance with GAAP

and to maintain accountability for assets; (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 existing assets at reasonable intervals and appropriate

action is taken with respect to any differences.

4.11 Accountants.

For a period of three (3) years from the Effective Date, the Company shall continue to retain an independent PCAOB registered public accounting

firm. The Underwriters acknowledge that the Auditor is acceptable to the Underwriters.

4.12 FINRA.

The Company shall advise the Underwriters (who shall make an appropriate filing with FINRA) if it is aware that any officer, director,

5% or greater shareholder of the Company or Person that received the Company’s unregistered equity securities in the past 180 days

is or becomes an affiliate or associated person of a FINRA member firm prior to the earlier of the termination of this Agreement or the

conclusion of the distribution of the Offering.

4.13 No

Fiduciary Duties. The Company acknowledges and agrees that the Underwriters’ responsibility to the Company is solely contractual

and commercial in nature, based on arms-length negotiations and that neither the Underwriters nor their affiliates or any selected dealer

shall be deemed to be acting in a fiduciary capacity, or otherwise owes any fiduciary duty to the Company or any of its affiliates in

connection with the Offering and the other transactions contemplated by this Agreement. Notwithstanding anything in this Agreement to

the contrary, the Company acknowledges that the Underwriters may have financial interests in the success of the Offering that are not

limited to the difference between the price to the public and the purchase price paid to the Company by the Underwriters for the shares

and the Underwriters have no obligation to disclose, or account to the Company for, any of such additional financial interests. The Company

hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with

respect to any breach or alleged breach of fiduciary duty by the Underwriters.

4.14 Warrant

Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance

of the Warrant Shares or if the Warrant is exercised via cashless exercise at a time when such Warrant Shares would be eligible for resale

under Rule 144 by a non-affiliate of the Company, the Warrant Shares issued pursuant to any such exercise shall be issued free of all

restrictive legends. 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 of the Warrant Shares, the Company

shall immediately notify the holders of the 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 of the Warrant Shares

(it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any holder thereof to sell,

any of the Warrant Shares in compliance with applicable federal and state securities laws).

4.15 Board

Composition and Board Designations. The Company shall ensure that: (i) the qualifications of the persons serving as board members

and the overall composition of the Board of Directors comply with the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder

and with the listing requirements of the Trading Market and (ii) if applicable, at least one member of the Board of Directors qualifies

as a “financial expert” as such term is defined under the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder.

4.16 Securities

Laws Disclosure; Publicity. At the request of the Representative, by 9:00 a.m. (New York City time) on the date hereof, or, if this

Agreement is executed after 9:00 a.m. (New York City time) by the time reasonably requested by the Representative, the Company shall issue

a press release disclosing the material terms of the Offering. The Company and the Representative shall consult with each other in issuing

any press releases with respect to the Offering, and neither the Company nor any Underwriter shall issue any such press release nor otherwise

make any such public statement without the prior consent of the Company, with respect to any other press release of such Underwriter,

or without the prior consent of such Underwriter, 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. The Company will not issue press releases or engage in any other publicity,

without the Representative’s prior written consent, which consent shall not be unreasonably withheld, for a period ending at 5:00

p.m. (New York City time) on the first Business Day following the 45th day following the Closing Date, other than normal and customary

releases issued in the ordinary course of the Company’s business.

4.17 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 Underwriter

of the Securities 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 Underwriter of Securities could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving

Securities except if and to the extent required by applicable law.

4.18 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 Option

Shares pursuant to the Over-Allotment Option, Warrant Shares pursuant to any exercise of the Warrants and shares of Common Stock is suable

upon exercise of the Representative’s Warrants.

4.19 Listing

of Common Stock. The Common Stock has been approved for trading on the Trading Market. The Company agrees to use its best efforts

to effect and maintain the trading of the Common Stock on the Trading Market for at least three (3) years after the Closing Date.

4.20 Right

of First Refusal. Effective upon the Closing and for a period of eighteen (18) months from the Closing Date, the Company hereby grants

the Representative a right of first refusal to act as sole managing underwriter and sole book runner, sole placement agent, or sole sales

agent for any and all of the Company’s future public or private equity, equity-linked, convertible or debt offerings (excluding

commercial bank debt) (collectively, a “Subject Transaction”) in the Unites States for which the Company retains the

services of an underwriter, agent, advisor, finder or other person or entity in connection with such offering during such eighteen (18)

month period of the Company, or any successor to or any subsidiary of the Company. The Representative shall have the sole right to determine

whether or not any other broker dealer shall have the right to participate in the Subject Transactions and the economic terms of such

participation. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment bank, book-runner,

financial advisor, underwriter and/or placement agent in a Subject Transaction without the express written consent of the Representative.

The right granted to the Representative pursuant to this Section 4.20 shall not apply to securities sold by the Company directly to its

directors and affiliates, so long as no broker-dealer is involved in such a transaction. The Company shall provide written notice of its

offer to engage the Representative with respect to a Subject Transaction and the Representative shall notify the Company within ten (10)

Business Days of its receipt of such written offer as to whether or not it agrees to accept such retention. If the Representative declines

such retention (or does not respond within the ten (10) Business Day notice period), then the Company shall have no further obligations

to the Representative pursuant to this Section 4.20 with respect to such Subject Transaction. For the avoidance of doubt, during the eighteen

(18) month period covered by this Section 4.20, the Company shall provide written notice to the Representative prior to each Subject Transaction.

4.21 Subsequent

Equity Sales.

(a) Except

for Exempt Issuances, from the date hereof until six (6) months after the Closing Date, neither the Company nor any Subsidiary shall issue,

enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents.

(b) From

the date hereof until six (6) months after the Closing Date, the Company shall be prohibited from effecting or entering into an agreement

to effect any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (or a combination of units

thereof) involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction in which the Company

(i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to

receive, additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that is based

upon, and/or varies with, the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of

such debt or equity securities or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date

after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly

related to the business of the Company or the market for the Common Stock or (ii) enters into, or effects a transaction under, any agreement,

including, but not limited to, an equity line of credit, whereby the Company may issue securities at a future determined price. Any Underwriter

shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to

any right to collect damages.

the foregoing, this Section 4.21 shall not apply in respect of an Exempt Issuance, except that, other than the terms of the Securities

Purchase Agreement dated December 30, 2025 by and between the Company and the signatories thereto, no Variable Rate Transaction shall

be an Exempt Issuance.

4.22 Capital

Changes. Until one hundred twenty (120) days after the Closing Date, the Company shall not undertake a reverse or forward stock split

or reclassification of the Common Stock without the prior written consent of the Representative.

4.23 Research

Independence. The Company acknowledges that each Underwriter’s research analysts and research departments, if any, are required

to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies, and

that such Underwriter’s research analysts may hold and make statements or investment recommendations and/or publish research reports

with respect to the Company and/or the offering that differ from the views of its investment bankers. The Company hereby waives and releases,

to the fullest extent permitted by law, any claims that the Company may have against such Underwriter with respect to any conflict of

interest that may arise from the fact that the views expressed by their independent research analysts and research departments may be

different from or inconsistent with the views or advice communicated to the Company by such Underwriter’s investment banking divisions.

The Company acknowledges that each Representative is a full-service securities firm and as such from time to time, subject to applicable

securities laws, may effect transactions for its own account or the account of its customers and hold long or short position in debt or

equity securities of the Company.

4.24 Tail

Period. Notwithstanding any other provision of this Agreement, including, but not limited to, Section 4.20 of this Agreement, for

a period during the period commencing on the Initial Closing and continuing for a period of eighteen (18) months from the date of this

Agreement, if the Company completes any financing of equity, equity-linked, convertible or debt or other capital raising activity with,

or receives any proceeds from, any of the investors introduced by the Representative via email communication to which the investor responds,

teleconference, videoconference, in-person or other meeting with the Company, the Company agrees to pay to the Representative, upon the

closing of such financing or receipt of such proceeds, compensation equivalent to an underwriting discount of eight percent (8%) to the

public offering price and Representative’s Warrants to purchase an aggregate of eight percent (8%) of the number of securities sold

in such financing.

Article

DEFAULT BY UNDERWRITERS

If on the Closing Date or

any Option Closing Date, if any, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities or Option Securities,

as the case may be, which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on

the part of the Company), the Representative, or if a Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall

use their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from

the Company such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities or Option Securities, as the

case may be, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours the Representative shall not

have procured such other Underwriters, or any others, to purchase the Closing Securities or Option Securities, as the case may be, agreed

to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Closing Securities or Option Securities,

as the case may be, with respect to which such default shall occur does not exceed 10% of the Closing Securities or Option Securities,

as the case may be, covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing

Securities or Option Securities, as the case may be, which they are obligated to purchase hereunder, to purchase the Closing Securities

or Option Securities, as the case may be, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate

number of Closing Securities or Option Securities, as the case may be, with respect to which such default shall occur exceeds 10% of the

Closing Securities or Option Securities, as the case may be, covered hereby, the Company or the Representative will have the right to

terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company except to the extent provided

in Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Article V, the applicable Closing

Date may be postponed for such period, not exceeding seven days, as the Representative, or if a Representative is the defaulting Underwriter,

the non-defaulting Underwriters, may determine in order that the required changes in the Prospectus or in any other documents or arrangements

may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under

this Section shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Article

VI.

INDEMNIFICATION

6.1 Indemnification

of the Underwriters. The Company shall indemnify and hold harmless each Underwriter, its affiliates, the directors, officers, employees

and agents of such Underwriter and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities

Act or Section 20 of the Exchange Act from and against any and all losses, claims, liabilities, expenses and damages (including any and

all investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action,

suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third

party, or otherwise, or any claim asserted), to which they, or any of them, may become subject under the Securities Act, the Exchange

Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses

or damages arise out of or are based on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration

Statement (or any amendment thereto), including the information deemed to be a part of the Registration Statement at the time of effectiveness

and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act and the rules and regulations thereunder, as applicable,

or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein

not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, any

preliminary prospectus supplement, any Permitted Free Writing Prospectus or the Prospectus (or any amendment or supplement to any of the

foregoing) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the

light of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a material

fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing

of the offering of the Securities, including any roadshow or investor presentations made to investors by the Company (whether in person

or electronically) (collectively “Marketing Materials”) or the omission or alleged omission therefrom of a material

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

provided , however , that the Company shall not be liable to the extent that such loss, claim, liability, expense or damage is

based on any untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with Underwriters’

Information. This indemnity agreement will be in addition to any liability that the Company might otherwise have. For all purposes of

this Agreement, the information set forth in the Prospectus in the “Price Stabilization, Short Positions and Penalty Bids”

and “Electronic Distribution” sections under the caption “Underwriting” constitutes the only information (the

“Underwriters’ Information”) relating to the Underwriters furnished in writing to the Company by the Underwriters

through the Representative specifically for inclusion in the preliminary prospectus, the Registration Statement or the Prospectus. With

respect to any untrue statement or omission or alleged untrue statement or omission made in the General Disclosure Package, the indemnity

agreements contained in this Section 6.1 shall not inure to the benefit of any Underwriter Indemnified Party to the extent that any loss,

liability, claim, damage or expense of such Underwriter Indemnified Party results from the fact that a copy of the Prospectus was not

given or sent to the person asserting any such loss, liability, claim, damage at or prior to written confirmation of sale of the Public

Securities to such person as required by the Securities Act, and if the untrue statement or omission had been corrected in the Prospectus,

unless the failure to deliver the Prospectus was a result of non-compliance by the Company with its obligations under Section 4.3 hereof.

6.2 Indemnification

of the Company. Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its affiliates, the

directors, officers, employees and agents of the Company and each other person or entity, if any, who controls the Company within the

meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, liabilities, claims, damages and expenses

whatsoever, as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever,

incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and

all amounts paid in settlement of any claim or litigation), joint or several, to which they or any of them may become subject under the

Securities Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect

thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration

Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Securities Act and the rules

and regulations thereunder , any Preliminary Prospectus, the Prospectus, or any amendment or supplement to any of them, or arise out of

or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make

the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, liability, claim, damage

or expense (or action in respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission

or alleged omission made therein in reliance upon the Underwriters’ Information; provided, however that in no case

shall any Underwriter be liable or responsible for any amount in excess of the underwriting discount and commissions applicable to the

Securities purchased by such Underwriter hereunder.

6.3 Indemnification

Procedures. Any party that proposes to assert the right to be indemnified under this Section 6 shall, promptly after receipt of notice

of commencement of any action against such party in respect of which a claim is to be made against an indemnifying party or parties under

this Section 6, notify each such indemnifying party of the commencement of such action, enclosing a copy of all papers served, but the

omission so to notify such indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified

party under the foregoing provisions of this Section 6 unless, and only to the extent that, such omission results in the forfeiture of

substantive rights or defenses by the indemnifying party. If any such action is brought against any indemnified party and it notifies

the indemnifying party of its commencement, the indemnifying party will be entitled to participate in and, to the extent that it elects

by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified

party, jointly with any other indemnifying party similarly notified, to assume the defense of the action, with counsel reasonably satisfactory

to the indemnified party, and after notice from the indemnifying party to the indemnified party of its election to assume the defense,

the indemnifying party will not be liable to the indemnified party for any legal or other expenses except as provided below and except

for the reasonable out-of-pocket costs of investigation subsequently incurred by the indemnified party in connection with the defense.

The indemnified party will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such

counsel will be at the expense of such indemnified party unless (i) the employment of counsel by the indemnified party has been authorized

in writing by one of the indemnifying parties in connection with the defense of such action, (ii) the indemnified party has reasonably

concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different

from or in addition to those available to the indemnifying party, (iii) the indemnified party has reasonably concluded that a conflict

or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying

party (in which case the indemnifying party shall not have the right to direct the defense of such action on behalf of the indemnified

party), (iv) the indemnifying party does not diligently defend the action after assumption of the defense, or (v) the indemnifying party

has not in fact employed counsel reasonably satisfactory to the indemnified party to assume the defense of such action within a reasonable

time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements and other charges

of counsel shall be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall

not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements

and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time for all such indemnified party

or parties. All such fees, disbursements and other charges shall be reimbursed by the indemnifying party promptly as they are incurred.

An indemnifying party shall not be liable for any settlement of any action or claim effected without its written consent (which consent

will not be unreasonably withheld or delayed). No indemnifying party shall, without the prior written consent of each indemnified party,

settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the

matters contemplated by this Section 6 (whether or not any indemnified party is a party thereto), unless (x) such settlement, compromise

or consent (i) includes an unconditional release of each indemnified party from all liability arising or that may arise out of such claim,

action or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf

of any indemnified party, and (y) the indemnifying party confirms in writing its indemnification obligations hereunder with respect to

such settlement, compromise or judgment. Notwithstanding the foregoing, if at any time an indemnified party shall have requested an indemnifying

party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for

any settlement of the nature contemplated by Section 6(a) effected without its written consent if (A) such settlement is entered into

more than 45 days after receipt by such indemnifying party of the aforesaid request, (B) such indemnifying party shall have received notice

of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not

have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

6.4 Contribution.

In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in the foregoing paragraphs

of this Section 6 is applicable in accordance with its terms but for any reason is held to be unavailable, the Company and the Underwriters

shall contribute to the total losses, claims, liabilities, expenses and damages (including any investigative, legal and other expenses

reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted, but

after deducting any contribution received by the Company from persons other than the Underwriters, such as persons who control the Company

within the meaning of the Securities Act, officers of the Company who signed the Registration Statement and directors of the Company,

who may also be liable for contribution), to which the Company and the Underwriter may be subject in such proportion as shall be appropriate

to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Securities

pursuant to this Agreement. The relative benefits received by the Company and the Underwriters shall be deemed to be in the same proportion

as (x) the total proceeds from the Offering (net of underwriting discount and commissions but before deducting expenses) received by the

Company bears to (y) the underwriting discount and commissions received by the Underwriters, in each case as set forth in the table on

the cover page of the Prospectus. If, but only if, the allocation provided by the foregoing sentence is not permitted by applicable law,

the allocation of contribution shall be made in such proportion as is appropriate to reflect not only the relative benefits referred to

in the foregoing sentence but also the relative fault of the Company, on the one hand, and the Underwriters, on the other, with respect

to the statements or omissions which resulted in such loss, claim, liability, expense or damage, or action in respect thereof, as well

as any other relevant equitable considerations with respect to such offering. Such relative fault shall be determined by reference to

whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to

information supplied by the Company or the Underwriters, the intent of the parties and their relative knowledge, access to information

and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and

equitable if contributions pursuant to this Section 6.4 were to be determined by pro rata allocation or by any other method of allocation

(even if the Underwriters were treated as one entity for such purpose) which does not take into account the equitable considerations referred

to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, liability, expense or damage, or action

in respect thereof, referred to above in this Section 6.4 shall be deemed to include, for purpose of this Section 6.4, any legal or other

expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding

the provisions of this Section 6.4, no Underwriter shall be required to contribute any amount in excess of the underwriting discounts

and commissions received by it. No person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities

Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section

6.4, any person who controls a party to this Agreement within the meaning of the Securities Act will have the same rights to contribution

as that party, and each officer of the Company who signed the Registration Statement will have the same rights to contribution as the

Company, and each director, officer, employee, counsel or agent of an Underwriter will have the same rights to contribution as such Underwriter,

subject in each case to the provisions hereof. Any party entitled to contribution, promptly after receipt of notice of commencement of

any action against such party in respect of which a claim for contribution may be made under this Section 6.4, will notify any such party

or parties from whom contribution may be sought, but the omission so to notify will not relieve the party or parties from whom contribution

may be sought from any other obligation it or they may have under this Section 6.4. The obligations of the Underwriters to contribute

pursuant to this Section 6.4 are several in proportion to the respective number of Securities to be purchased by each of the Underwriters

hereunder and not joint. No party will be liable for contribution with respect to any action or claim settled without its written consent

(which consent will not be unreasonably withheld).

6.5 Survival.

The indemnity and contribution agreements contained in this Section 6 and the representations and warranties of the Company contained

in this Agreement shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of any

Underwriter or any controlling Person thereof, (ii) acceptance of any of the Securities and payment therefor or (iii) any termination

of this Agreement.

Article

VII.

MISCELLANEOUS

7.1 Termination.

(a) Termination

Right. The Representative shall have the right to terminate this Agreement at any time prior to any Closing Date, (i) if any domestic

or international event or act or occurrence has materially disrupted, or in their opinion will in the immediate future materially disrupt,

general securities markets in the United States; or (ii) if trading on any Trading Market shall have been suspended or materially limited,

or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required by

FINRA or by order of the Commission or any other government authority having jurisdiction, or (iii) if the United States shall have become

involved in a new war or an increase in major hostilities, which will, in the Representative’s opinion, make it inadvisable to proceed

with the delivery of the Securities or (iv) if a banking moratorium has been declared by a New York State or federal authority, or (v)

if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities markets,

or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other

calamity or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s opinion, make it

inadvisable to proceed with the delivery of the Securities, or (vii) if the Company is in material breach of any of its representations,

warranties or covenants hereunder, or (viii) if the Representative shall have become aware after the date hereof of such a material adverse

change in the conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative’s

judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Securities or to enforce contracts made

by the Underwriters for the sale of the Securities.

(b) Expenses.

In the event this Agreement shall be terminated pursuant to Section 7.1(a), within the time specified herein or any extensions thereof

pursuant to the terms herein, the Company shall be obligated to pay to the Representative its reasonable out-of-pocket expenses related

to the transactions contemplated herein then due and payable up to $40,000, of which $15,000 has been paid as an advance prior to the

Execution Date) (provided however that such expense cap in no way limits or impairs the indemnification and contribution provisions

of this Agreement).

Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether

or not this Agreement is otherwise carried out, the provisions of Article VI shall not be in any way effected by such election or termination

or failure to carry out the terms of this Agreement or any part hereof.

7.2 Entire

Agreement. The Transaction Documents, together with the exhibits and schedules thereto, any Preliminary Prospectus and the Prospectus,

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. Notwithstanding anything herein to the contrary, the Engagement Agreement, dated October 9, 2025 (“Engagement

Agreement”), by and between the Company and the Representative, shall continue to be effective and the terms therein, including,

without limitation, Section 14 with respect to any future offerings, shall continue to survive and be enforceable by Maxim in accordance

with its terms, provided that, in the event of a conflict between the terms of the Engagement Agreement and this Agreement, the terms

of this Agreement shall prevail.

7.3 Notices.

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

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

at the facsimile number or e-mail attachment at the email address 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 date of transmission, if such notice or communication is

delivered via facsimile at the facsimile number or e-mail attachment at the e-mail address as set forth on the signature pages attached

hereto on a day that is not a Trading Day or later than 5:30 pm (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.

7.4 Amendments;

Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in

the case of an amendment, by the Company and the Representative. 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.

7.5 Headings.

The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any

of the provisions hereof

7.6 Successors

and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns.

7.7 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, suit or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit,

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 suit, action or proceeding by mailing a copy thereof via registered or certified

mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this 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 either 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 Article VI,

the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees

and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

7.8 Survival.

The representations and warranties contained herein shall survive the Closing and the Option Closing, if any, and the delivery of the

Securities.

7.9 Execution.

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

and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that

the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery

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

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

thereof.

7.10 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.

7.11 Remedies.

In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Underwriters

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.

7.12 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.

7.13 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.

7.14 WAIVER

OF JURY TRIAL IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY ARISING OUT OF OR

RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT

PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVE FOREVER ANY RIGHT TO TRIAL BY JURY.

(Signature Pages Follow)

If the foregoing correctly

sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose,

whereupon this letter shall constitute a binding agreement among the Company and the several Underwriters in accordance with its terms.

Very truly yours,

DUKE ROBOTICS CORP.

By:

/s/ Yossef Balucka

Name:

Yossef Balucka

Title:

Chief Executive Officer

Address for Notice:

10 HaRimon Street

Mevo Carmel Science and Industrial Park

Israel, 2069203

Facsimile:

Email: ybalucka@dukeroboticsys.com

Attention: Yossef Balucka

Copies to:

Sullivan & Worcester LLP

1251 Avenue of the Americas, 19th Floor

New York, NY 10020

Facsimile: (212) 660-3001

E-mail: rbenbassat@sullivanlaw.com

Attention: Ron Ben-Bassat

Accepted by the Representative, acting for itself and

as Representative of the Underwriters named on

Schedule I hereto, as of the date first above written:

MAXIM GROUP LLC

By:

/s/ Ritesh M. Veera

Name:

Ritesh M. Veera

Title:

Co-Head of Investment Banking

Address for Notice:

300 Park Avenue, 16th Floor

New York, NY 10022

Facsimile: 212-895-3555

E-mail: rveera@maximgrp.com

Attention: Ritesh M. Veera

Copy to:

Harter Secrest & Emery LLP

1600 Bausch and Lomb Pl

Rochester, NY 14604

E-mail: CMurillo@hselaw.com

Attention: C. Christopher Murillo

SCHEDULE 1

Schedule

of Underwriters

Name of Underwriter

Total Number of

Units to be

Purchased

Aggregate

Number of

Option

Securities to be

Purchased if the

Over-Allotment

Option is

Fully Exercised

Maxim Group LLC

1,125,000

168,750

SCHEDULE 2

List of Lock-Up Parties

Name

Position

Yariv Alroy

Chairman of the Board of Directors

Yossef Balucka

Chief Executive Officer and President

Erez Nachtomy

Vice Chairman

Eran Antebi

Director

Keren Gousman Golan

Director

Shlomo Zakai

Chief Financial Officer

Vadim Maor

Chief Technology Officer

Sagiv Aharon

N/A

More Gemel and Pension Ltd. (fka/ More provident Fund Ltd.

N/A

More co-invest (L.P), Limited partnership

N/A

Elisheva Ansbacher

N/A

Yosef Levi

N/A

Ximena Benitez Garcia

N/A

IKI Alroy Investments Ltd.

N/A

ERMI Nachtomy Assets Ltd.

N/A

Exhibit A

Form

of Lock-Up Agreement

Exhibit B

Form

of Investor Warrant

Exhibit C

Form

of Warrant Agency Agreement

Exhibit D

Form

of Representative’s Warrant Agreement

EX-4.1 — WARRANT AGENT AGREEMENT BY AND BETWEEN THE COMPANY AND EQUINITI TRUST COMPANY LLC, DATED MAY 14, 2026

EX-4.1

Filename: ea029119001ex4-1.htm · Sequence: 3

Exhibit 4.1

WARRANT AGENT AGREEMENT

This WARRANT AGENT AGREEMENT

(this “Warrant Agreement”) dated as of May 14, 2026 (the “Issuance Date”) is between DUKE Robotics

Corp., a Nevada corporation (the “Company”), and Equiniti Trust Company LLC (the “Warrant Agent”).

WHEREAS, pursuant to the terms

of that certain Underwriting Agreement (“Underwriting Agreement”), dated May 14, 2026, by and among the Company and

Maxim Group LLC, as the representative (the “Representative”) of the underwriters set forth therein, the Company is

engaged in a public offering of up to 1,293,750 shares of common stock (the “Common Stock”), and 1,293,750 warrants

to purchase one share of common stock at an exercise price of $8.60 per share (the “Warrants”), inclusive of those

securities issuable pursuant to the underwriters’ over-allotment option granted pursuant to the Underwriting Agreement;

WHEREAS, the Company has filed

with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-1 (File No. 333-294808)

(as the same may be amended from time to time, the “Registration Statement”), for the registration under the Securities

Act of 1933, as amended (the “Securities Act”), of the Common Stock and Warrants, and such Registration Statement was

declared effective on May 14, 2026, and a related registration statement was filed with the Commission on May 14, 2026 pursuant to Rule

462(b) under the Securities Act; and

WHEREAS, the Company desires

the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in accordance with the terms set forth

in this Warrant Agreement in connection with the issuance, registration, transfer, exchange and exercise of the Warrants;

WHEREAS, the Company desires

to provide for the provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation

of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and

WHEREAS, all acts and things

have been done and performed which are necessary to make the Warrants the valid, binding and legal obligations of the Company, and to

authorize the execution and delivery of this Warrant Agreement.

NOW, THEREFORE, in consideration

of the mutual agreements herein contained, the parties hereto agree as follows:

1. Appointment of Warrant Agent. The Company

hereby appoints the Warrant Agent to act as agent for the Company with respect to the Warrants, and the Warrant Agent hereby accepts such

appointment and agrees to perform the same in accordance with the express terms and conditions set forth in this Warrant Agreement (and

no implied terms or conditions).

2. Warrants.

2.1. Form of Warrants.

The Warrants shall be registered securities and shall be evidenced by a global warrant (“Global Warrant”) in the form

of Exhibit A to this Warrant Agreement, which shall be deposited on behalf of the Company with a custodian for The Depository Trust

Company (“DTC”) and registered in the name of Cede & Co., a nominee of DTC. The terms of the Global Warrant are

incorporated herein by reference. If DTC subsequently ceases to make its book-entry settlement system available for the Warrants, the

Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Warrants are

not eligible for, or it is no longer necessary to have the Warrants available in, book-entry form, the Company may instruct the Warrant

Agent to provide written instructions to DTC to deliver to the Warrant Agent for cancellation the Global Warrant, and the Company shall

instruct the Warrant Agent to deliver to DTC separate certificates evidencing Warrants (“Definitive Certificates” and,

together with the Global Warrant, “Warrant Certificates”) registered as requested through the DTC system.

2.2. Issuance and Registration

of Warrants.

2.2.1. Warrant Register.

The Warrant Agent shall maintain books (“Warrant Register”) for the registration of original issuance and the registration

of transfer of the Warrants.

2.2.2. Issuance of Warrants.

Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Warrant and deliver the Warrants in the DTC book-entry

settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership of security entitlements

in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained (i) by DTC and (ii)

by institutions that have accounts with DTC (each, a “Participant”).

2.2.3. Beneficial Owner;

Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat

the person in whose name that Warrant shall be registered on the Warrant Register (the “Holder”) as the absolute owner

of such Warrant for purposes of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall

be affected by any notice to the contrary. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent

or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished

by DTC governing the exercise of the rights of a holder of a beneficial interest in any Warrant. The rights of beneficial owners in a

Warrant evidenced by the Global Warrant shall be exercised by the Holder or a Participant through the DTC system, except to the extent

set forth herein or in the Global Warrant.

2.2.4. Delivery of Warrant

Certificate. A Holder has the right to elect at any time or from time to time a Warrant Exchange (as defined below) pursuant to a

Warrant Certificate Request Notice (as defined below). Upon written notice by a Holder to the Warrant Agent for the exchange of some or

all of such Holder’s Global Warrants for a Warrant Certificate evidencing the same number of Warrants, which request shall be in

the form attached hereto as Exhibit B (a “Warrant Certificate Request Notice” and the date of delivery of such

Warrant Certificate Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the deemed surrender

upon delivery by the Holder of a number of Global Warrants for the same number of Warrants evidenced by a Warrant Certificate, a “Warrant

Exchange”), the Warrant Agent shall promptly effect the Warrant Exchange and shall promptly issue and deliver to the Holder

a Warrant Certificate for such number of Warrants in the name set forth in the Warrant Certificate Request Notice. Such Warrant Certificate

shall be dated the date of issuance of the Warrant Certificate, shall include the initial exercise date of the Warrants, shall be executed

by an authorized signatory of the Company and shall be reasonably acceptable in all respects to such Holder. In connection with a Warrant

Exchange, the Company agrees to deliver, or to direct the Warrant Agent to deliver, the Warrant Certificate to the Holder within three

(3) Business Days of the Warrant Certificate Request Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice

(“Warrant Certificate Delivery Date”). If the Company fails for any reason to deliver to the Holder the Warrant Certificate

subject to the Warrant Certificate Request Notice by the Warrant Certificate Delivery Date, the Company shall pay to the Holder, in cash,

as liquidated damages and not as a penalty, for each $1,000 of shares of Common Stock issuable upon exercise of the Warrants (the “Warrant

Shares”) evidenced by such Warrant Certificate (based on the VWAP (as defined in the Warrants) of the Common Stock on the Warrant

Certificate Request Notice Date), $10 per Business Day for each Business Day after such Warrant Certificate Delivery Date until such Warrant

Certificate is delivered or, prior to delivery of such Warrant Certificate, the Holder rescinds such Warrant Exchange. The Company covenants

and agrees that, upon the date of delivery of the Warrant Certificate Request Notice, the Holder shall be deemed to be the holder of the

Warrant Certificate and, notwithstanding anything to the contrary set forth herein, the Warrant Certificate shall be deemed for all purposes

to contain all of the terms and conditions of the Warrants evidenced by such Warrant Certificate and the terms of this Agreement.

2.2.5. Execution. The

Warrant Certificates shall be executed on behalf of the Company by any authorized officer of the Company (an “Authorized Officer”),

which need not be the same authorized signatory for all of the Warrant Certificates, either manually or by facsimile signature. The Warrant

Certificates shall be countersigned by an authorized signatory of the Warrant Agent, which need not be the same signatory for all of the

Warrant Certificates, and no Warrant Certificate shall be valid for any purpose unless so countersigned. In case any Authorized Officer

of the Company that signed any of the Warrant Certificates ceases to be an Authorized Officer of the Company before countersignature by

the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant

Agent, issued and delivered with the same force and effect as though the person who signed such Warrant Certificates had not ceased to

be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date

of the execution of such Warrant Certificate, shall be an Authorized Officer of the Company authorized to sign such Warrant Certificate,

although at the date of the execution of this Warrant Agreement any such person was not such an Authorized Officer.

2.2.6. Registration of Transfer.

At any time at or prior to the Expiration Date (as defined below), a transfer of any Warrants may be registered and any Warrant Certificate

or Warrant Certificates may be split up, combined or exchanged for another Warrant Certificate or Warrant Certificates evidencing the

same number of Warrants as the Warrant Certificate or Warrant Certificates surrendered. Any Holder desiring to register the transfer of

Warrants or to split up, combine or exchange any Warrant Certificate shall make such request in writing delivered to the Warrant Agent,

and shall surrender to the Warrant Agent the Warrant Certificate or Warrant Certificates evidencing the Warrants the transfer of which

is to be registered or that is or are to be split up, combined or exchanged and, in the case of registration of transfer, shall provide

a signature guarantee. Thereupon, the Warrant Agent shall countersign and deliver to the person entitled thereto a Warrant Certificate

or Warrant Certificates, as the case may be, as so requested. The Company and the Warrant Agent may require payment, by the Holder requesting

a registration of transfer of Warrants or a split-up, combination or exchange of a Warrant Certificate (but, for purposes of clarity,

not upon the exercise of the Warrants and issuance of Warrant Shares to the Holder), of a sum sufficient to cover any tax or governmental

charge that may be imposed in connection with such registration of transfer, split-up, combination or exchange, together with reimbursement

to the Company and the Warrant Agent of all reasonable expenses incidental thereto.

2.2.7. Loss, Theft and Mutilation

of Warrant Certificates. Upon receipt by the Company and the Warrant Agent of evidence reasonably satisfactory to them of the loss,

theft, destruction or mutilation of a Warrant Certificate, and, in case of loss, theft or destruction, of indemnity or security in customary

form and amount, and reimbursement to the Company and the Warrant Agent of all reasonable expenses incidental thereto, and upon surrender

to the Warrant Agent and cancellation of the Warrant Certificate if mutilated, the Warrant Agent shall, on behalf of the Company, countersign

and deliver a new Warrant Certificate of like tenor to the Holder in lieu of the Warrant Certificate so lost, stolen, destroyed or mutilated.

The Warrant Agent may charge the Holder an administrative fee for processing the replacement of lost Warrant Certificates. The Warrant

Agent may receive compensation from the surety companies or surety agents for administrative services provided to them.

2.2.8. Proxies. The Holder

of a Warrant may grant proxies or otherwise authorize any person, including the Participants and beneficial holders that may own interests

through the Participants, to take any action that a Holder is entitled to take under this Agreement or the Warrants; provided,

however, that at all times that Warrants are evidenced by a Global Warrant, exercise of those Warrants shall be effected on their

behalf by Participants through DTC in accordance the procedures administered by DTC.

3. Terms and Exercise of Warrants.

3.1. Exercise Price.

Each Warrant shall entitle the Holder, subject to the provisions of the applicable Warrant Certificate and of this Warrant Agreement,

to purchase from the Company the number of shares of Common Stock stated therein, at the price as set forth in the Global Warrant, subject

to the subsequent adjustments provided in the Global Warrant. The term “Exercise Price” as used in this Warrant Agreement

refers to the price per share at which shares of Common Stock may be purchased at the time a Warrant is exercised.

3.2. Duration of Warrants.

A Warrant may be exercised only during the period (“Exercise Period”) commencing on the date of issuance and ending

on the Termination Date. For purposes of this Warrant Agreement, the “Termination Date” shall have the meaning

set forth in the Global Warrant. Each Warrant not exercised on or before the Termination Date shall become void, and all rights thereunder

and all rights in respect thereof under this Agreement shall cease at the close of business on the Termination Date.

3.3. Exercise of Warrants.

3.3.1. Exercise. Subject

to the provisions of the Global Warrant, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) may exercise

Warrants by delivering to the Warrant Agent, not later than 5:00 P.M., Eastern Standard Time, on any business day during the Exercise

Period a notice of exercise of the Warrants to be exercised (i) in the form attached to the Global Warrant or (ii) via an electronic warrant

exercise through the DTC system (each, an “Election to Purchase”). All other requirements for the exercise of a Warrant

shall be as set forth in the Warrant.

3.3.2. The Warrant Agent shall,

by 5:00 p.m., New York City time, on the Trading Day following the Exercise Date of any Warrant, advise the Company, the transfer agent

and registrar for the Company’s Common Stock, in respect of (i) the number of Warrant Shares indicated on the Notice of Exercise

as issuable upon such exercise with respect to such exercised Warrants, (ii) the instructions of the Holder or Participant, as the case

may be, provided to the Warrant Agent with respect to the delivery of the Warrant Shares and the number of Warrants that remain outstanding

after such exercise and (iii) such other information as the Company or such transfer agent and registrar shall reasonably request. The

Company shall issue the Warrant Shares in compliance with the terms of the Warrant.

3.3.3. Valid Issuance.

All Warrant Shares issued by the Company upon the proper exercise of a Warrant in conformity with this Warrant Agreement shall be validly

issued, fully paid and non-assessable.

3.3.4. No Fractional Exercise.

Notwithstanding any provision contained in this Warrant Agreement to the contrary, no fractional shares or scrip representing fractional

shares shall be issued upon the exercise of the 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.

3.3.5. No Transfer Taxes.

The Company shall not be required to pay any stamp or other tax or governmental charge required to be paid in connection with any transfer

involved in the issue of the Warrant Shares upon the exercise of Warrants; and in the event that any such transfer is involved, the Company

shall not be required to issue or deliver any Warrant Shares until such tax or other charge shall have been paid or it has been established

to the Company’s satisfaction that no such tax or other charge is due.

3.3.6. Date of Issuance.

The Company will treat an exercising Holder as a beneficial owner of the Warrant Shares as of the Exercise Date, and for purposes of Regulation

SHO, a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry form

through DTC shall be deemed to have exercised its interest in this Warrant upon instructing its broker that is a DTC participant to exercise

its interest in this Warrant, except that, if the Exercise Date is a date when the stock transfer books of the Company are closed, such

person shall be deemed to have become the holder of such shares at the open of business on the next succeeding date on which the stock

transfer books are open.

4. Adjustments. Upon every adjustment of

the Exercise Price or the number of Warrant Shares issuable upon exercise of a Warrant, the Company shall give written notice thereof

to the Warrant Agent, which notice shall state the Exercise Price resulting from such adjustment and the increase or decrease, if any,

in the number of Warrant Shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method

of calculation and the facts upon which such calculation is based. Upon the occurrence of any event specified in Section 3 of the Warrant,

then, in any such event, the Company shall give written notice to the Warrant Agent. Failure to give such notice, or any defect therein,

shall not affect the legality or validity of such event. The Warrant Agent shall be entitled to rely conclusively on, and shall be fully

protected in relying on, any certificate, notice or instructions provided by the Company with respect to any adjustment of the Exercise

Price or the number of shares issuable upon exercise of a Warrant, or any related matter, and the Warrant Agent shall not be liable for

any action taken, suffered or omitted to be taken by it in accordance with any such certificate, notice or instructions or pursuant to

this Warrant Agreement. The Warrant Agent shall not be deemed to have knowledge of any such adjustment unless and until it shall have

received written notice thereof from the Company.

5. Restrictive Legends; Fractional Warrants.

In the event that a Warrant Certificate surrendered for transfer bears a restrictive legend, the Warrant Agent shall not register that

transfer until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating

whether the Warrants must also bear a restrictive legend upon that transfer. The Warrant Agent shall not be required to effect any registration

of transfer or exchange which will result in the transfer of or delivery of a Warrant Certificate for a fraction of a Warrant.

6. Other Provisions Relating to Rights of Holders

of Warrants.

6.1. No Rights as Stockholder.

Except as otherwise specifically provided herein, a Holder, solely in its capacity as a holder of Warrants, shall not be entitled to vote

or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant

Agreement be construed to confer upon a Holder, solely in its capacity as the registered holder of Warrants, any of the rights of a stockholder

of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification

of share capital, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights

or rights to participate in new issues of shares, or otherwise, prior to the issuance to the Holder of the Warrant Shares which it is

then entitled to receive upon the due exercise of Warrants.

6.2. Reservation of Common

Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued shares of Common Stock that

will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Warrant Agreement.

7. Concerning the Warrant Agent and Other Matters.

7.1. Any instructions given

to the Warrant Agent orally, as permitted by any provision of this Warrant Agreement, shall be confirmed in writing by the Company as

soon as practicable. The Warrant Agent shall not be liable or responsible and shall be fully authorized and protected for acting, or failing

to act, in accordance with any oral instructions which do not conform with the written confirmation received in accordance with this Section

7.1.

7.2. (a) Whether or not any

Warrants are exercised, for the Warrant Agent’s services as agent for the Company hereunder, the Company shall pay to the Warrant

Agent such fees as may be separately agreed between the Company and Warrant Agent and the Warrant Agent’s out of pocket expenses

in connection with this Warrant Agreement, including, without limitation, the fees and expenses of the Warrant Agent’s counsel.

While the Warrant Agent endeavors to maintain out-of-pocket charges (both internal and external) at competitive rates, these charges may

not reflect actual out-of-pocket costs, and may include handling charges to cover internal processing and use of the Warrant Agent’s

billing systems. (b) All amounts owed by the Company to the Warrant Agent under this Warrant Agreement are due within 30 days of the invoice

date. Delinquent payments are subject to a late payment charge of one and one-half percent (1.5%) per month commencing 45 days from the

invoice date. The Company agrees to reimburse the Warrant Agent for any attorney’s fees and any other costs associated with collecting

delinquent payments. (c) No provision of this Warrant Agreement shall require Warrant Agent to expend or risk its own funds or otherwise

incur any financial liability in the performance of any of its duties under this Warrant Agreement or in the exercise of its rights.

7.3. As agent for the Company

hereunder the Warrant Agent: (a) shall have no duties or obligations other than those specifically set forth herein or as may subsequently

be agreed to in writing by the Warrant Agent and the Company; (b) shall be regarded as making no representations and having no responsibilities

as to the validity, sufficiency, value, or genuineness of the Warrants or any Warrant Shares; (c) shall not be obligated to take any legal

action hereunder; if, however, the Warrant Agent determines to take any legal action hereunder, and where the taking of such action might,

in its judgment, subject or expose it to any expense or liability it shall not be required to act unless it has been furnished with an

indemnity reasonably satisfactory to it; (d) may rely on and shall be fully authorized and protected in acting or failing to act upon

any certificate, instrument, opinion, notice, letter, telegram, telex, facsimile transmission or other document or security delivered

to the Warrant Agent and believed by it to be genuine and to have been signed by the proper party or parties; (e) shall not be liable

or responsible for any recital or statement contained in the Registration Statement or any other documents relating thereto; (f) shall

not be liable or responsible for any failure on the part of the Company to comply with any of its covenants and obligations relating to

the Warrants, including without limitation obligations under applicable securities laws; (g) may rely on and shall be fully authorized

and protected in acting or failing to act upon the written, telephonic or oral instructions with respect to any matter relating to its

duties as Warrant Agent covered by this Warrant Agreement (or supplementing or qualifying any such actions) of officers of the Company,

and is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from the Company

or counsel to the Company, and may apply to the Company, for advice or instructions in connection with the Warrant Agent’s duties

hereunder, and the Warrant Agent shall not be liable for any delay in acting while waiting for those instructions; any applications by

the Warrant Agent for written instructions from the Company may, at the option of the Agent, set forth in writing any action proposed

to be taken or omitted by the Warrant Agent under this Warrant Agreement and the date on or after which such action shall be taken or

such omission shall be effective; the Warrant Agent shall not be liable for any action taken by, or omission of, the Warrant Agent in

accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less

than five business days after the date such application is sent to the Company, unless the Company shall have consented in writing to

any earlier date) unless prior to taking any such action, the Warrant Agent shall have received written instructions in response to such

application specifying the action to be taken or omitted; (h) may consult with counsel satisfactory to the Warrant Agent, including its

in-house counsel, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken,

suffered, or omitted by it hereunder in good faith and in accordance with the advice of such counsel; (i) may perform any of its duties

hereunder either directly or by or through nominees, correspondents, designees, or subagents, and it shall not be liable or responsible

for any misconduct or negligence on the part of any nominee, correspondent, designee, or subagent appointed with reasonable care by it

in connection with this Warrant Agreement; (j) is not authorized, and shall have no obligation, to pay any brokers, dealers, or soliciting

fees to any person; and (k) shall not be required hereunder to comply with the laws or regulations of any country other than the United

States of America or any political subdivision thereof.

7.4. (a) In the absence of

gross negligence or willful or illegal misconduct on its part, the Warrant Agent shall not be liable for any action taken, suffered, or

omitted by it or for any error of judgment made by it in the performance of its duties under this Warrant Agreement. Anything in this

Warrant Agreement to the contrary notwithstanding, in no event shall Warrant Agent be liable for special, indirect, incidental, consequential

or punitive losses or damages of any kind whatsoever (including but not limited to lost profits), even if the Warrant Agent has been advised

of the possibility of such losses or damages and regardless of the form of action. Any liability of the Warrant Agent will be limited

in the aggregate to the amount of fees paid by the Company hereunder. The Warrant Agent shall not be liable for any failures, delays or

losses, arising directly or indirectly out of conditions beyond its reasonable control including, but not limited to, acts of government,

exchange or market ruling, suspension of trading, work stoppages or labor disputes, fires, civil disobedience, riots, rebellions, storms,

electrical or mechanical failure, computer hardware or software failure, communications facilities failures including telephone failure,

war, terrorism, insurrection, earthquakes, floods, acts of God or similar occurrences. (b) In the event any question or dispute arises

with respect to the proper interpretation of the Warrants or the Warrant Agent’s duties under this Warrant Agreement or the rights

of the Company or of any Holder, the Warrant Agent shall not be required to act and shall not be held liable or responsible for its refusal

to act until the question or dispute has been judicially settled (and, if appropriate, it may file a suit in interpleader or for a declaratory

judgment for such purpose) by final judgment rendered by a court of competent jurisdiction, binding on all persons interested in the matter

which is no longer subject to review or appeal, or settled by a written document in form and substance satisfactory to Warrant Agent and

executed by the Company and each such Holder. In addition, the Warrant Agent may require for such purpose, but shall not be obligated

to require, the execution of such written settlement by all the Holders and all other persons that may have an interest in the settlement.

7.5. The Company covenants

to indemnify the Warrant Agent and hold it harmless from and against any loss, liability, claim or expense (“Loss”)

arising out of or in connection with the Warrant Agent’s duties under this Warrant Agreement, including the costs and expenses of

defending itself against any Loss, unless such Loss shall have been determined by a court of competent jurisdiction to be a result of

the Warrant Agent’s gross negligence or willful misconduct.

7.6. Unless terminated earlier

by the parties hereto, this Agreement shall terminate 90 days after the earlier of the Expiration Date and the date on which no Warrants

remain outstanding (the “Termination Date”). On the business day following the Termination Date, the Agent shall deliver

to the Company any entitlements, if any, held by the Warrant Agent under this Warrant Agreement. The Agent’s right to be reimbursed

for fees, charges and out-of-pocket expenses as provided in this Section 8 shall survive the termination of this Warrant Agreement.

7.7. If any provision of this

Warrant Agreement shall be held illegal, invalid, or unenforceable by any court, this Warrant Agreement shall be construed and enforced

as if such provision had not been contained herein and shall be deemed an Agreement among the parties to it to the full extent permitted

by applicable law.

7.8. The Company represents

and warrants that: (a) it is duly incorporated and validly existing under the laws of its jurisdiction of incorporation; (b) the offer

and sale of the Warrants and the execution, delivery and performance of all transactions contemplated thereby (including this Warrant

Agreement) have been duly authorized by all necessary corporate action and will not result in a breach of or constitute a default under

the articles of association, bylaws or any similar document of the Company or any indenture, agreement or instrument to which it is a

party or is bound; (c) this Warrant Agreement has been duly executed and delivered by the Company and constitutes the legal, valid, binding

and enforceable obligation of the Company; (d) the Warrants will comply in all material respects with all applicable requirements of law;

and (e) to the best of its knowledge, there is no litigation pending or threatened as of the date hereof in connection with the offering

of the Warrants.

7.9. In the event of inconsistency

between this Warrant Agreement and the descriptions in the Warrant, as it may from time to time be amended, the terms of this Warrant

shall control.

7.10. [Reserved].

7.11. Except as expressly

set forth elsewhere in this Warrant Agreement, all notices, instructions and communications under this Agreement shall be in writing,

shall be effective upon receipt and shall be addressed, if to the Company, to its address set forth beneath its signature to this Agreement,

or, if to the Warrant Agent, to Equiniti Trust Company LLC, 28 Liberty Street, 53rd Floor, New York, NY 10005, or to such other address

of which a party hereto has notified the other party.

7.12. (a) This Warrant Agreement

shall be governed by and construed in accordance with the laws of the State of New York. All actions and proceedings relating to or arising

from, directly or indirectly, this Warrant Agreement may be litigated in courts located within the Borough of Manhattan in the City and

State of New York. The Company hereby submits to the personal jurisdiction of such courts and consents that any service of process may

be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices hereunder.

Each of the parties hereto hereby waives the right to a trial by jury in any action or proceeding arising out of or relating to this Warrant

Agreement. (b) This Warrant Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto.

This Warrant Agreement may not be assigned, or otherwise transferred, in whole or in part, by either party without the prior written consent

of the other party, which the other party will not unreasonably withhold, condition or delay; except that (i) consent is not required

for an assignment or delegation of duties by Warrant Agent to any affiliate of Warrant Agent and (ii) any reorganization, merger, consolidation,

sale of assets or other form of business combination by Warrant Agent or the Company shall not be deemed to constitute an assignment of

this Warrant Agreement. (c) No provision of this Warrant Agreement may be amended, modified or waived, except in a written document signed

by both parties. The Company and the Warrant Agent may amend or supplement this Warrant Agreement without the consent of any Holder for

the purpose of curing any ambiguity, or curing, correcting or supplementing any defective provision contained herein or adding or changing

any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable

and that the parties determine, in good faith, shall not adversely affect the interest of the Holders. All other amendments and supplements

shall require the vote or written consent of Holders of at least 50.1% of the then outstanding Warrants, provided that adjustments may

be made to the Warrant terms and rights in accordance with Section 4 without the consent of the Holders.

7.13. Payment of Taxes.

The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect

of the issuance or delivery of Warrant Shares upon the exercise of Warrants, but the Company may require the Holders to pay any transfer

taxes in respect of the Warrants or such shares. The Warrant Agent may refrain from registering any transfer of Warrants or any delivery

of any Warrant Shares unless or until the persons requesting the registration or issuance shall have paid to the Warrant Agent for the

account of the Company the amount of such tax or charge, if any, or shall have established to the reasonable satisfaction of the Company

and the Warrant Agent that such tax or charge, if any, has been paid.

7.14. Resignation of Warrant

Agent.

7.14.1. Appointment of Successor

Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further

duties and liabilities hereunder after giving thirty (30) days’ notice in writing to the Company, or such shorter period of time

agreed to by the Company. The Company may terminate the services of the Warrant Agent, or any successor Warrant Agent, after giving thirty

(30) days’ notice in writing to the Warrant Agent or successor Warrant Agent, or such shorter period of time as agreed. If the office

of the Warrant Agent becomes vacant by resignation, termination or incapacity to act or otherwise, the Company shall appoint in writing

a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days

after it has been notified in writing of such resignation or incapacity by the Warrant Agent, then the Warrant Agent or any Holder may

apply to any court of competent jurisdiction for the appointment of a successor Warrant Agent at the Company’s cost. Pending appointment

of a successor to such Warrant Agent, either by the Company or by such a court, the duties of the Warrant Agent shall be carried out by

the Company. Any successor Warrant Agent (but not including the initial Warrant Agent), whether appointed by the Company or by such court,

shall be a person organized and existing under the laws of any state of the United States of America, in good standing, and authorized

under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment,

any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor

Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed, and except for executing

and delivering documents as provided in the sentence that follows, the predecessor Warrant Agent shall have no further duties, obligations,

responsibilities or liabilities hereunder, but shall be entitled to all rights that survive the termination of this Warrant Agreement

and the resignation or removal of the Warrant Agent, including but not limited to its right to indemnity hereunder. If for any reason

it becomes necessary or appropriate or at the request of the Company, the predecessor Warrant Agent shall execute and deliver, at the

expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor

Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any

and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority,

powers, rights, immunities, duties, and obligations.

7.14.2. Notice of Successor

Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor

Warrant Agent and the transfer agent for the Common Stock not later than the effective date of any such appointment.

7.14.3. Merger or Consolidation

of Warrant Agent. Any person into which the Warrant Agent may be merged or converted or with which it may be consolidated or any person

resulting from any merger, conversion or consolidation to which the Warrant Agent shall be a party or any person succeeding to the shareowner

services business of the Warrant Agent or any successor Warrant Agent shall be the successor Warrant Agent under this Warrant Agreement,

without any further act or deed. For purposes of this Warrant Agreement, “person” shall mean any individual, firm, corporation,

partnership, limited liability company, joint venture, association, trust or other entity, and shall include any successor (by merger

or otherwise) thereof or thereto.

8. Miscellaneous Provisions.

8.1. Persons Having Rights

under this Warrant Agreement. Nothing in this Warrant Agreement expressed and nothing that may be implied from any of the provisions

hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto any right,

remedy, or claim under or by reason of this Warrant Agreement or of any covenant, condition, stipulation, promise, or agreement hereof.

8.2. Examination of the

Warrant Agreement. A copy of this Warrant Agreement shall be available at all reasonable times at the office of the Warrant Agent

designated for such purpose for inspection by any Holder. Prior to such inspection, the Warrant Agent may require any such holder to provide

reasonable evidence of its interest in the Warrants.

8.3. Counterparts.

This Warrant Agreement may be executed in any number of original, facsimile or electronic counterparts and each of such counterparts shall

for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

8.4. Effect of Headings.

The Section headings herein are for convenience only and are not part of this Warrant Agreement and shall not affect the interpretation

thereof.

9. Certain Definitions. As used herein,

the following terms shall have the following meanings:

(a) “Trading Day” means any

day on which the Common Stock is traded on the Trading Market, or, if the Trading Market is not the principal trading market for the Common

Stock, then on the principal securities exchange or securities market in the United States on which the Common Stock is then traded, provided

that “Trading Day” shall not include any day on which the Common Stock is are scheduled to trade on such exchange or market

for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or

market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during

the hour ending at 4:00 P.M., Eastern Standard Time).

(b) “Trading Market” means

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

[Signature Page Follows]

IN WITNESS WHEREOF, this Warrant Agent Agreement has been duly executed

by the parties hereto as of the day and year first above written.

DUKE Robotics Corp.

By:

/s/ Yossef Balucka

Name:

Yossef Balucka

Title:

Chief Executive Officer

Equiniti Trust Company LLC

By:

/s/ Dominick Dal Pizzol

Name:

Dominick Dal Pizzol

Title:

Director, Sales

EXHIBIT A

[GLOBAL

WARRANT]

EXHIBIT B

WARRANT CERTIFICATE REQUEST NOTICE

To: ___________ as Warrant Agent for __________

(the “Company”)

The undersigned Holder of Common Stock Purchase

Warrants (“Warrants”) in the form of Global Warrants issued by the Company hereby elects to receive a Warrant Certificate

evidencing the Warrants held by the Holder as specified below:

Name of Holder of Warrants in form of Global Warrants: _____________________________

Name of Holder in Warrant Certificate (if different from name of Holder of Warrants in form of Global Warrants): ________________________________

Number of Warrants in name of Holder in form of Global Warrants: ___________________

Number of Warrants for which Warrant Certificate shall be issued: __________________

Number of Warrants in name of Holder in form of Global Warrants after issuance of Warrant Certificate, if any: ___________

Warrant Certificate shall be delivered to the following address:

______________________________

The undersigned hereby acknowledges and agrees

that, in connection with this Warrant Exchange and the issuance of the Warrant Certificate, the Holder is deemed to have surrendered the

number of Warrants in form of Global Warrants in the name of the Holder equal to the number of Warrants evidenced by the Warrant Certificate.

[SIGNATURE

OF HOLDER]

Name of Investing Entity: ____________________________________________________

Signature of Authorized Signatory of Investing

Entity: ______________________________

Name of Authorized Signatory: ________________________________________________

Title of Authorized Signatory: _________________________________________________

Date: _______________________________________________________________

EX-4.2 — FORM OF WARRANT

EX-4.2

Filename: ea029119001ex4-2.htm · Sequence: 4

Exhibit 4.2

FORM OF COMMON STOCK PURCHASE

WARRANT

DUKE ROBOTICS CORP.

Warrant Shares: [_] Initial

Exercise Date: [_], 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 date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [___], 2031 (the

“Termination Date”) but not thereafter, to subscribe for and purchase from DUKE Robotics Corp., a company incorporated

under the laws of the State of Nevada (the “Company”), up to [_] shares (as subject to adjustment hereunder, the “Warrant

Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise

Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry

form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this

Warrant, subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agency

Agreement, in which case this sentence shall not apply.

Section 1. Definitions.

In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated in this Section 1:

“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.

“Bid Price”

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

quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date) on the Trading

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

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

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

or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market (or a similar organization

or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d)

in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith

by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses

of which shall be paid by the Company.

“Board of Directors”

means the board of directors of the Company.

“Business Day”

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

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

“Commission”

means the United States Securities and Exchange Commission.

“Common Stock”

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

be reclassified or changed.

“Common Stock Equivalents”

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

without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable

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

“Exchange Act”

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

“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.

“Registration Statement”

means the effective Registration Statement on Form S-1, including all information, documents and exhibits filed with or incorporated by

reference into such registration statement, as amended (File No. 333-[_]) which registers the sale of the Units, shares of Common Stock,

the Warrants, and the Warrant Shares, among others, and includes any Rule 462(b) Registration Statement.

“Securities Act”

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

“Subsidiary”

means any subsidiary of the Company 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 Common Stock is traded on a Trading Market.

“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; or the New York Stock Exchange (or

any successors to any of the foregoing).

“Transaction Documents”

means this Warrant, the Underwriting Agreement, the Warrant Agency Agreement, the Lock-Up Agreements (as defined in the Underwriting Agreement),

the Representative’s Warrant Agreement (as defined in the Underwriting Agreement) and any other documents or agreements executed

in connection with the transactions contemplated by the Underwriting Agreement.

“Transfer Agent”

means Equiniti Trust Company, the current transfer agent of the Company, with a mailing address of 28 Liberty Street, 53rd Floor, New

York, NY 10005, and any successor transfer agent of the Company.

“Underwriting Agreement”

means the underwriting agreement, dated as of [_________], 2026, between the Company and Maxim Group LLC as representative of the several

underwriters named therein, as amended, modified or supplemented from time to time in accordance with its terms.

“VWAP”

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

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

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

a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the Common Stock is then listed or quoted on the OTCQB or OTCQX and

if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding

date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices

for the Common Stock are then reported on the Pink Open Market (or a similar organization or agency succeeding to its functions of reporting

prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share

of Common Stock as determined by an independent appraiser selected in good faith by the holders of a majority in interest of the Warrants

then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

“Warrant Agency Agreement”

means that certain warrant agency agreement, dated on or about the Initial Exercise Date, between the Company and the Warrant Agent.

“Warrant Agent”

means the Transfer Agent and any successor warrant agent of the Company.

“Warrants”

means this Warrant and other Common Stock purchase warrants issued by the Company pursuant to the Registration Statement.

Section 2. Exercise.

(a) Exercise

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

or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company or Warrant Agent 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 (the “Notice

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

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

Price for the 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 or the Warrant Agent 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 or Warrant Agent 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 or Warrant Agent shall deliver any objection to any Notice of

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

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

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

Notwithstanding the foregoing

in this Section 2(a), a Holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held

in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made

pursuant to this Section 2(a) by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form

for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable),

subject to a Holder’s right to elect to receive a Definitive Warrant pursuant to the terms of the Warrant Agency Agreement, in which

case this sentence shall not apply. Notwithstanding anything to the contrary contained herein, a beneficial holder of the Warrant shall

have all of the rights and remedies of the “Holder” hereunder.

(b) Exercise

Price. The exercise price per share of Common Stock under this Warrant shall be $[__], subject to adjustment hereunder (the “Exercise

Price”).

Exercise. If at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained

therein is not available for the issuance of, the Warrant Shares to the Holder, then this Warrant may also be exercised, in whole or in

part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant

Shares equal to the quotient obtained by dividing ((A-B) (X)) by (A), where:

(A) = as applicable:

(i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1)

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

to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(68) of

Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP

on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the

principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise

if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours

thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section

2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day

and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours”

on such Trading Day;

(B) = the Exercise

Price of this Warrant, as adjusted hereunder; and

(X) = the number

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

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

If Warrant Shares are issued

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

Shares shall take on the registered characteristics of the Warrants being exercised. The Company agrees not to take any position contrary

to this Section 2(c).

Notwithstanding anything herein

to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant to this Section

2(c).

(d) Mechanics

of Exercise.

(i) 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 DTC 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) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery of a certificate, registered in the Company’s

share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to

such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earlier of (i) one (1) Trading

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

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

Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of

the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares,

provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of

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

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

Share Delivery Date; provided, that payment of the aggregate Exercise Price (other than in the instance of a cashless exercise) is received

by the Company by such date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000

of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10

per Trading Day (increasing to $20 per Trading Day on the fifth (5th) Trading Day after such liquidated damages begin to accrue) for each

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

the foregoing, the Warrant Agent shall not, in any event, be subject to, or responsible for, liquidated damages as contemplated by this

Section 2(d)(i). 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.

(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, shares of Common Stock to deliver

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

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

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

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

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

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

be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely

complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase

price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving

rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay

the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the

Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue

any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or

injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock upon exercise of the Warrant as

required pursuant to the terms hereof. Notwithstanding the foregoing, the Warrant Agent shall not, in any event, be subject to, or responsible

for, Buy-In damages contemplated by this Section 2(d)(iv).

(v) No

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

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

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

Exercise Price or round up to the next whole share.

(vi) Charges,

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

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

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

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

shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition thereto,

the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees

required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing

corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

(vii) Closing

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

pursuant to the terms hereof.

(e) 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, and such attempted exercise shall be void and of no effect, 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

and any other Persons whose beneficial ownership of the Common Stock would or could be aggregated with the Holder’s for purposes

of Section 13(d) (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership

Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the

Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of this Warrant

with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable

upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or

Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company

(including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the

limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the

preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the

Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing

to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any

schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(e) applies, the

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. In addition, a determination as to any group status as contemplated

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

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

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

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

setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within

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

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

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

of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior

to the issuance of any Warrants, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the

issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease

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

exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common

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

the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. In the event

that the issuance of Common Stock to the Holders upon exercise of this Warrant results in the Holder, together with the Attribution Parties,

collectively being deemed to beneficially own, in the aggregate, more than the Beneficial Ownership Limitation, the number of shares so

issued by which the aggregate Beneficial Ownership of the Holder and its Attribution Parties exceeds such limitation (the “Excess

Shares”) shall be deemed to be null and void and shall be cancelled ab initio, and the Holder and/or the Attribution

Parties shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the

Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess

Shares and the Holder shall return the Excess Shares to the Company. The provisions of this paragraph shall be construed and implemented

in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof)

which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements

necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor

holder of this Warrant.

Section 3. Certain Adjustments.

(a) Stock

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

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

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

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

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

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

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

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

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

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

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

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

(b) Subsequent

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

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

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

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

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

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

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

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

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

shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as

a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until

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

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 all holders of shares of Common Stock, by way of return of capital or otherwise (including, without

limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification,

corporate rearrangement, scheme of arrangement or other similar transaction) (except to the extent an adjustment was already made pursuant

to Section 3(a)) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the

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

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

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

is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are

to be determined for the participation in such Distribution (provided, however, to the extent that the Holder’s right

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

not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a

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

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

(d) Fundamental

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

transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company or any Subsidiary,

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 or more than 50% of the voting power of the common equity of the Company, (iv) the Company, directly or indirectly,

in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory

share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or

(v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other

business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement)

with another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding shares of Common

Stock or more than 50% of the voting power of the common equity of the Company (each a “Fundamental Transaction”),

then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have

been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without

regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of shares of Common Stock of the successor

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

Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for

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

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

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

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

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

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

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

anything to the contrary, in the event of a Fundamental Transaction, the Holder 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), be entitled to receive from the Company or any Successor Entity (as defined below)

the same type or form of consideration (and in the same proportion), at the Black Scholes Value (as defined below) 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, stock 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 common stock of the Successor Entity (which 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 contemplated 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 contemplated Fundamental Transaction, (C) the underlying price per share used in such calculation

shall be 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, (D) a remaining option time equal to the time between the date of the public announcement

of the applicable contemplated Fundamental Transaction and the Termination Date and (E) a zero cost of borrow. The Company shall

cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”)

to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documents in accordance with the

provisions of this Section 3(e) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved

by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the

Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form

and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or

its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to

any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise

price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to

such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price

being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction),

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

Successor Entity shall 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.

(e) Calculations.

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

of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the

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

(f) Notice

to Holder.

(i) Adjustment

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

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

to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment; provided, however, that the

Company may satisfy this notice requirement in this Section 3(f) by filing such notice with the Commission pursuant to a Current Report

on Form 8-K.

(ii) Notice

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

stock split) on the Common Stock, except for any recurring cash dividend, (B) the Company shall declare a special nonrecurring cash dividend

on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants

to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company

shall be required in connection with any reclassification of the Common Stock (excluding, however, any forward or reverse stock split),

any consolidation or merger to which the Company (and its Subsidiaries, taken as a whole) is a party, any sale or transfer of all or substantially

all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or

property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the

Company, then, in each case, the Company shall cause to be delivered by facsimile or email to the Holder at its last facsimile number

or email address as it shall appear upon the Warrant Register of the Company, at least ten (10) 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.

Section 4. Transfer

of Warrant.

(a) Transferability.

This Warrant and all rights hereunder 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. The

Warrant Agent may require a medallion guarantee (or other type of guarantee or notarization) to effectuate an assignment or transfer of

this Warrant. 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.

This Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without

having a new Warrant issued.

(b) New

Warrants. If this Warrant is not held in global form through DTC (or any successor depository), this Warrant may be divided or combined

with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names

and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section

4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or

Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers

or exchanges shall be dated the initial issuance date of this Warrant and shall be identical with this Warrant except as to the number

of Warrant Shares issuable pursuant thereto.

Register. The Warrant Agent (or, in the event a Holder elects to receive a Definitive Certificate (as defined in the Warrant Agency

Agreement), the Company) shall register this Warrant, upon records to be maintained by the Warrant Agent (or, in the event a Holder elects

to receive a Definitive Certificate, the Company) for that purpose (the “Warrant Register”), in the name of the record

Holder hereof from time to time. The Company and the Warrant Agent may deem and treat the registered Holder of this Warrant as the absolute

owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice

to the contrary.

Section 5. Miscellaneous.

(a) No

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

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

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

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

to net cash settle an exercise of this Warrant.

(b) Loss,

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

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

of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include

the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make

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

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

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

(d) Authorized

Shares.

The Company covenants that,

during the period the Warrant is outstanding, 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 obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or

bodies having jurisdiction thereof.

(e) Governing

Law. All questions concerning the construction, validity, enforcement and interpretation of this Warrant 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 Warrant (whether brought against a party hereto or their 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, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally

subject to the jurisdiction of any such court, that such suit, action or proceeding is 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 suit, action or proceeding

by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address

in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and

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

by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in

such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and

expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

(f) 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.

(g) Nonwaiver

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

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

Warrant, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages

to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but

not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts

due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

(h) Notices.

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

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

service, addressed to the Company, at 10 HaRimon Street, Mevo Carmel Science and Industrial Park, Israel, 2069203, Attention: Yossef Balucka,

facsimile number [___], E-mail: ybalucka@dukeroboticsys.com, or such other facsimile number, email address or address as the Company may

specify for such purposes by notice to the Holders. Any and all notices or other communications or deliveries to be provided by the Company

hereunder shall be in writing and delivered personally, by facsimile or e-mail, or sent by a nationally recognized overnight courier service

addressed to each Holder at the facsimile number, e-mail address or address of such Holder appearing on the books of the Company. Any

notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission,

if such notice or communication is delivered via facsimile at the facsimile number or via e-mail at the e-mail address set forth in this

Section prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the date of transmission, if such notice

or communication is delivered via facsimile at the facsimile number or via e-mail at the e-mail address set forth in this Section on a

day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second (2nd) Trading

Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the

party to whom such notice is required to be given. To the extent that any notice provided hereunder 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.

(i) Limitation

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

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

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

Company.

(j) Remedies.

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

performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss

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

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

(k) Successors

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

benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder.

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

by the Holder or holder of Warrant Shares.

(l) Amendments

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

one hand, and (i) in the case of an amendment either: (A) the Holder or the beneficial owner of this Warrant, on the other hand, or (B)

the vote or written consent of the Holders of at least 50.1% of the then outstanding Warrants issued pursuant to the Warrant Agency Agreement,

on the other hand and (ii) in the case of a waiver, by the party against whom enforcement of any such waived provision is sought; provided,

that, in each case, if any amendment, modification or waiver disproportionately, materially and adversely impacts a Holder (or group of

Holders), the written consent of such disproportionately impacted Holder (or group of Holders) shall also be required; provided, further,

that adjustments may be made to the Warrant terms and rights of this Warrant in accordance with Section 3 of this Warrant without the

consent of any Holder or beneficial owner of the Warrants. Any proposed amendment or waiver that disproportionately, materially and adversely

affects the rights and obligations of any Holder relative to the comparable rights and obligations of the other Holders shall require

the prior written consent of such adversely affected Holder. Any amendment or waiver effected in accordance with accordance with this

Section 5(l) shall be binding upon each Holder or beneficial owner of the Warrants and the Company.

(m) Severability.

Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law,

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

extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

(n) Headings.

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

(o) Warrant

Agency Agreement. If this Warrant is held in global form through DTC (or any successor depositary), this Warrant is issued subject

to the Warrant Agency Agreement. To the extent any provision of this Warrant conflicts with the express provisions of the Warrant Agency

Agreement, the provisions of this Warrant shall govern and be controlling.

(Signature Page Follows)

IN WITNESS WHEREOF, the Company

has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

DUKE ROBOTICS CORP.

By:

Name:

Yossef Balucka

Title:

Chief Executive Officer

NOTICE OF EXERCISE

TO: DUKE ROBOTICS CORP.

(1) The

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

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

(2) Payment

shall take the form of (check applicable box):

☐ in lawful money of the

United States; or

☐ if permitted the

cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to

exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure

set forth in subsection 2(c).

(3) Please issue said Warrant Shares in the name

of the undersigned or in such other name as is specified below:

______________________________

The Warrant Shares shall be

delivered to the following DWAC Account Number:

______________________________

[SIGNATURE OF HOLDER]

Name of Investing Entity:

Signature of Authorized Signatory of Investing Entity:

Name of Authorized Signatory:

Title of Authorized Signatory:

Date:

ASSIGNMENT FORM

(To assign the foregoing

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

FOR VALUE RECEIVED, the foregoing

Warrant and all rights evidenced thereby are hereby assigned to

Name:

(Please Print)

Address:

(Please Print)

Phone Number:

Email Address:

Dated:

Holder’s Signature:

Holder’s Address:

EX-99.1 — PRESS RELEASE DATED MAY 14, 2026

EX-99.1

Filename: ea029119001ex99-1.htm · Sequence: 5

Exhibit 99.1

Duke Robotics Corp. Announces Pricing of $9.2

Million Underwritten Public Offering and Uplisting to NASDAQ

Fort Lauderdale, FL, May 14, 2026 (GLOBE NEWSWIRE)

-- Duke Robotics Corp. (OTCQB: DUKR) (“Duke Robotics” or the “Company”), a leader in advanced robotics and drone-based

solutions for civilian and defense markets, today announced the pricing of its underwritten public offering of 1,125,000 units (the “Units”)

at a public offering price of $8.20 per Unit. Each Unit issued in the offering consists of one share of common stock, $0.0001 par value

per share, and one warrant to purchase one share of common stock at an exercise price of $8.60 per share, and have a five year term. The

shares of common stock and warrants compromising the Units are immediately separable and will be issued separately. The shares of common

stock and warrants are expected to begin trading on the Nasdaq Capital Market on May 15, 2026, under the symbols “DUKR” and

“DUKRW,” respectively.

Duke Robotics expects to receive gross proceeds

of approximately $9.2 million, before deducting underwriting discounts and commissions and other estimated offering expenses.

The Company has granted the underwriter a 45-day

option to purchase up to an additional 168,750 shares of common stock and/or warrants to purchase up to an aggregate of 168,750 shares

of common stock, in any combination thereof, at the public offering price per security, less the underwriting discounts and commissions,

to cover over-allotments, if any. The offering is expected to close on May 18, 2026, subject to satisfaction of customary closing conditions.

Maxim Group LLC is acting as sole book-running

manager for the offering.

The Company intends to use the net proceeds from

the offering to provide funding for research and development, sales force expansion, marketing, business development and potential acquisitions

and for general working capital.

The offering is being conducted pursuant to the

Company’s registration statement on Form S-1 (File No. 333-294808), as amended, previously filed with Securities and Exchange Commission

(“SEC”), and declared effective on May 14, 2026, and a related registration statement was filed with the SEC on May 14, 2026

pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and became automatically effective upon filing. The offering is

being made only by means of a prospectus forming part of the effective registration statement relating to the offering. A preliminary

prospectus relating to the offering has been filed with the SEC and is available on the SEC’s website at http://www.sec.gov. A final

prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s website at http://www.sec.gov.

Electronic copies of the final prospectus relating to this offering, when available, may be obtained from Maxim Group LLC, 300 Park Avenue,

16th Floor, New York, NY 10022, at (212) 895-3745.

This press release shall not constitute an offer

to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities

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

the securities laws of any such state or jurisdiction.

About Duke Robotics

Duke Robotics Corp. (OTCQB: DUKR) develops advanced

stabilization and autonomous robotic drone systems for both civilian and defense markets. The Company’s Insulator Cleaning Drone

is a first-of-its-kind, drone-enabled system for cleaning and monitoring high-voltage electric utility insulators. AEROTRACE™ is

the Company’s AI-powered aerial monitoring and intelligence platform for infrastructure operators. In defense, through a collaboration

agreement with Elbit Systems Land Ltd., the Bird of Prey weapons drone system is an agile, fully stabilized remote weapon system designed

for non-line-of-sight and stand-off engagements, marketed by Elbit under the brand name Bird of Prey (formerly known as TIKAD). For additional

Company information, please visit https://dukeroboticsys.com.

Forward-Looking Statements

This press release contains forward-looking statements.

Words such as “future” and similar expressions, or future or conditional verbs such as “will,” “expect,”

and “intend,” are intended to identify such forward-looking statements. Forward-looking statements are made pursuant to the

safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and are based

on our beliefs, assumptions, and information currently available to us. Forward-looking statements in this press release include statements

regarding the anticipated closing of the offering, the expected commencement of trading on the Nasdaq Capital Market, the anticipated

use of net proceeds, and the anticipated benefits of the uplisting. Our actual results may differ materially from those expressed or implied

due to known or unknown risks and uncertainties, including, without limitation, market and other conditions and the satisfaction of customary

closing conditions related to the offering, our ability to retain the listing of our common stock on the Nasdaq Capital Market, and the

other risks and uncertainties described in our filings with the Securities and Exchange Commission, including the discussion under “Risk

Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and any subsequent filings with the Securities

and Exchange Commission. We undertake no obligation to update any forward-looking statements, whether as a result of new information,

future events, or otherwise, except as required by law.

Company Contact

Duke Robotics Corp.

Yossef Balucka, CEO

invest@dukeroboticsys.com

Capital Markets & IR:

Arx Investor Relations

North American Equities Desk

duke@arxhq.com

EX-99.2 — PRESS RELEASE DATED MAY 18, 2026

EX-99.2

Filename: ea029119001ex99-2.htm · Sequence: 6

Exhibit 99.2

Duke Robotics Corp. Announces Closing of $9.2

Million Underwritten Public Offering and Uplisting to NASDAQ

Fort Lauderdale, FL, May 18, 2026 (GLOBE NEWSWIRE)

-- Duke Robotics Corp. (OTCQB: DUKR) (“Duke Robotics” or the “Company”), a leader in advanced robotics and drone-based

solutions for civilian and defense markets, today announced it has closed on its previously announced underwritten public offering of

1,125,000 units (the “Units”) at a public offering price of $8.20 per Unit. Each Unit issued in the offering consists of one

share of common stock, $0.0001 par value per share, and one warrant to purchase one share of common stock at an exercise price of $8.60

per share, and have a five year term. The shares of common stock and warrants comprising the Units are immediately separable and will

be issued separately. The shares of common stock and warrants began trading on the Nasdaq Capital Market on May 15, 2026, under the symbols

“DUKR” and “DUKRW,” respectively.

Duke Robotics received gross proceeds of approximately

$9.2 million, before deducting underwriting discounts and commissions and other estimated offering expenses.

The Company has granted the underwriter a 45-day

option to purchase up to an additional 168,750 shares of common stock and/or warrants to purchase up to an aggregate of 168,750 shares

of common stock, in any combination thereof, at the public offering price per security, less the underwriting discounts and commissions,

to cover over-allotments, if any.

Maxim Group LLC acted as sole book-running manager

for the offering.

The Company intends to use the net proceeds from

the offering to provide funding for research and development, sales force expansion, marketing, business development and potential acquisitions

and for general working capital.

The offering is being conducted pursuant to the

Company’s registration statement on Form S-1 (File No. 333-294808), as amended, previously filed with Securities and Exchange Commission

(“SEC”), and declared effective on May 14, 2026, and a related registration statement was filed with the SEC on May 14, 2026

pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and became automatically effective upon filing. The offering is

being made only by means of a prospectus forming part of the effective registration statement relating to the offering. A preliminary

prospectus relating to the offering has been filed with the SEC and is available on the SEC’s website at http://www.sec.gov. A final

prospectus relating to the offering has been filed with the SEC and is available on the SEC’s website at http://www.sec.gov. Electronic

copies of the final prospectus relating to this offering, when available, may be obtained from Maxim Group LLC, 300 Park Avenue, 16th

Floor, New York, NY 10022, at (212) 895-3745.

This press release shall not constitute an offer

to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities

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

the securities laws of any such state or jurisdiction.

About Duke Robotics

Duke Robotics Corp. (OTCQB: DUKR) develops advanced

stabilization and autonomous robotic drone systems for both civilian and defense markets. The Company’s Insulator Cleaning Drone

is a first-of-its-kind, drone-enabled system for cleaning and monitoring high-voltage electric utility insulators. AEROTRACE™ is

the Company’s AI-powered aerial monitoring and intelligence platform for infrastructure operators. In defense, through a collaboration

agreement with Elbit Systems Land Ltd., the Bird of Prey weapons drone system is an agile, fully stabilized remote weapon system designed

for non-line-of-sight and stand-off engagements, marketed by Elbit under the brand name Bird of Prey (formerly known as TIKAD). For additional

Company information, please visit https://dukeroboticsys.com.

Forward-Looking Statements

This press release contains forward-looking statements.

Words such as “future” and similar expressions, or future or conditional verbs such as “will,” “expect,”

and “intend,” are intended to identify such forward-looking statements. Forward-looking statements are made pursuant to the

safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and are based

on our beliefs, assumptions, and information currently available to us. Forward-looking statements in this press release include, but

are not limited to, statements regarding the anticipated use of net proceeds from the offering, the potential benefits of the Company’s

recent uplisting to the Nasdaq Capital Market, and the Company’s future growth and strategic initiatives. Our actual results may

differ materially from those expressed or implied due to known or unknown risks and uncertainties including, without limitation, market

and other conditions and our ability to achieve the anticipated benefits of the offering and to maintain the listing of our common stock

on the Nasdaq Capital Market, our ability to retain the listing of our common stock on the Nasdaq Capital Market, and the other risks

and uncertainties described in our filings with the Securities and Exchange Commission, including the discussion under “Risk Factors”

in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and any subsequent filings with the Securities and Exchange

Commission. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events,

or otherwise, except as required by law.

Company Contact

Duke Robotics Corp.

Yossef Balucka, CEO

invest@dukeroboticsys.com

Capital Markets & IR:

Arx Investor Relations

North American Equities Desk

duke@arxhq.com

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v3.26.1

Cover

May 14, 2026

Document Type

8-K

Amendment Flag

false

Document Period End Date

May 14, 2026

Entity File Number

001-43295

Entity Registrant Name

DUKE

Robotics Corp.

Entity Central Index Key

0001638911

Entity Tax Identification Number

47-3052410

Entity Incorporation, State or Country Code

Entity Address, Address Line One

HaRimon Street

Entity Address, City or Town

Mevo Carmel Science and Industrial

Park

Entity Address, Country

Entity Address, Postal Zip Code

2069203

City Area Code

972

Local Phone Number

054-5707050

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Entity Emerging Growth Company

false

Common stock, $0.0001 par value per share

Title of 12(b) Security

Common

stock, $0.0001 par value per share

Trading Symbol

DUKR

Security Exchange Name

NASDAQ

Warrants, each to purchase one share of common stock

Title of 12(b) Security

Warrants,

each to purchase one share of common stock

Trading Symbol

DUKRW

Security Exchange Name

NASDAQ

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

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No definition available.

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Namespace Prefix:

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Balance Type:

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- Definition

Area code of city

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No definition available.

+ Details

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Namespace Prefix:

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Data Type:

xbrli:normalizedStringItemType

Balance Type:

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- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

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No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

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xbrli:dateItemType

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Period Type:

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- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

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No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

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Data Type:

dei:submissionTypeItemType

Balance Type:

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- Definition

Address Line 1 such as Attn, Building Name, Street Name

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No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

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Data Type:

xbrli:normalizedStringItemType

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- Definition

Name of the City or Town

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+ Details

Name:

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Namespace Prefix:

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Data Type:

xbrli:normalizedStringItemType

Balance Type:

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- Definition

ISO 3166-1 alpha-2 country code.

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No definition available.

+ Details

Name:

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Namespace Prefix:

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Data Type:

dei:countryCodeItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

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No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

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Data Type:

xbrli:normalizedStringItemType

Balance Type:

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duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Namespace Prefix:

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Data Type:

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duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

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Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

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Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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dei_EntityRegistrantName

Namespace Prefix:

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Data Type:

xbrli:normalizedStringItemType

Balance Type:

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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dei_EntityTaxIdentificationNumber

Namespace Prefix:

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Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

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- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

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Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Namespace Prefix:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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Name:

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Namespace Prefix:

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- Definition

Name of the Exchange on which a security is registered.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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Data Type:

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Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

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+ Details

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Namespace Prefix:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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- Details

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- Details

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