Form 8-K

8-K — New Horizon Aircraft Ltd.

Accession: 0001213900-26-061264

Filed: 2026-05-27

Period: 2026-05-26

CIK: 0001930021

SIC: 3721 (AIRCRAFT)

Item: Entry into a Material Definitive Agreement

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0292131-8k_newhorizon.htm (Primary)

EX-4.1 — FORM OF PRE-FUNDED WARRANT (ea029213101ex4-1.htm)

EX-4.2 — FORM OF PLACEMENT AGENT WARRANT (ea029213101ex4-2.htm)

EX-5.1 — OPINION OF GOWLING WLG (CANADA) LLP (ea029213101ex5-1.htm)

EX-10.1 — PLACEMENT AGENCY AGREEMENT, DATED MAY 26, 2026, BY AND BETWEEN THE COMPANY AND TITAN PARTNERS GROUP LLC, A DIVISION OF AMERICAN CAPITAL PARTNERS, LLC (ea029213101ex10-1.htm)

EX-10.2 — FORM OF SECURITIES PURCHASE AGREEMENT, DATED MAY 26, 2026, BY AND BETWEEN THE COMPANY AND THE PURCHASER PARTY THERETO (ea029213101ex10-2.htm)

EX-99.1 — PRESS RELEASE, DATED MAY 26, 2026 (ea029213101ex99-1.htm)

GRAPHIC (ea029213101_ex5-1img1.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

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2026-05-26

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2026-05-26

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

May 26, 2026

NEW HORIZON AIRCRAFT LTD.

(Exact name of registrant as specified in its charter)

British Columbia

001-41607

98-1786743

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

3187 Highway 35, Lindsay, Ontario

K9V 4R1

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including

area code: (613) 866-1935

(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

Class A Ordinary Share, no par value

HOVR

The Nasdaq Stock Market LLC

Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share

HOVRW

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 ☒

If an emerging growth company, indicate by check

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

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

Item 1.01. Entry into

a Material Definitive Agreement.

May 26, 2026, New Horizon Aircraft Ltd. (the “Company”) entered into Securities Purchase Agreements (the “Purchase Agreements”)

with certain institutional investors, pursuant to which the Company agreed to sell and issue, in a registered direct offering (the “Offering”)

an aggregate of (i) 5,385,646 our Class A ordinary shares, without par value (the “Shares”, and each Class A ordinary share

with no par value in the authorized share structure of the Company, a “Common Share”) and (ii) pre-funded warrants (the “Pre-Funded

Warrants”, and together with the Shares, the “Securities”) to purchase 4,574,514 Common Shares (such Common Shares, the “Pre-Funded Warrant Shares”). The offering price

per Share is $2.51, and the offering price per Pre-Funded Warrant is equal to the offering price per Share, less $0.001, for aggregate

gross proceeds to the Company from the Offering of approximately $25.0 million, before deducting the Placement Agent’s (as defined

below) fees and offering expenses payable by the Company. The Pre-Funded Warrants have an initial exercise price per Common Share equal

to $0.001. The Pre-Funded Warrants will be immediately exercisable and will expire when exercised in full.

The

Company intends to use the net proceeds from the Offering to fully fund the completion of its Cavorite X7 prototype and advance the program

toward testing, certification and commercial production. The closing of the Offering is expected to occur on or about May 27, 2026, subject

to the satisfaction of customary closing conditions.

Pursuant

to the Purchase Agreements, the Company has agreed that, subject to certain exceptions, from the date of the prospectus supplement until

forty-five (45) days after the closing of the Offering, neither it nor any of its subsidiaries shall (a) issue, enter into any agreement

to issue or announce the issuance or proposed issuance of any Common Shares or Common Share equivalents or (b) file any registration statement

or any amendment or supplement thereto (subject to certain exceptions).

The

Purchase Agreements contain customary representations and warranties, agreements and obligations, conditions to closing and termination

provisions.

The

representations, warranties and covenants contained in the Purchase Agreements were made only for purposes of such agreement and as of

specific dates, were solely for the benefit of the parties to the Purchase Agreements and may be subject to limitations agreed upon by

the contracting parties. Accordingly, the form of Purchase Agreement is incorporated herein by reference only to provide investors with

information regarding the terms of the Purchase Agreements, and not to provide investors with any other factual information regarding

the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other

filings with the Securities and Exchange Commission (the “SEC”).

In connection with the Offering, the Company entered into a Placement Agency Agreement, dated as of May 26, 2026, with Titan Partners

Group LLC, a division of American Capital Partners, LLC (the “Placement Agent”), pursuant to which the Placement Agent agreed

to serve as the sole placement agent for the issuance and sale of the Securities pursuant to the Purchase Agreements. As compensation

for such services, the Company agreed to pay the Placement Agent a total cash fee equal to 7% of the gross proceeds from the Offering

and issue to the Placement Agent, or its designees, warrants to purchase an aggregate of a number of Common Shares representing 3% of

the Securities (the “Placement Agent Warrants”) at the closing of the Offering. The Placement Agent Warrants have a term of

five years from the date of issuance and have an exercise price of 115% of the offering price per Share. The Company also agreed to reimburse

the Placement Agent for legal and other expenses incurred by it in connection with the offering in an aggregate amount up to $75,000.

The Placement Agent Warrants and the Common Shares issuable upon exercise of the Placement Agent Warrants have been deemed compensation

by the Financial Industry Regulatory Authority (“FINRA”), and therefore are subject to a 180-day lock-up pursuant to Rule

5110(e)(1) of FINRA, subject to certain exceptions set forth in FINRA Rule 5110(e)(2).

The

Shares, Pre-Funded Warrants, Pre-Funded Warrant Shares, Placement Agent Warrants and the Common Shares issuable upon exercise of the Placement

Agent Warrants (the “Placement Agent Warrant Shares”) were offered and sold by the Company pursuant to an effective shelf

registration statement on Form S-3, as amended (File No. 333-285000), which was originally filed with the SEC on February 14, 2025, and

was declared effective on March 25, 2025, a base prospectus forming a part of the effective registration statement dated March 25, 2025,

and a prospectus supplement dated May 26, 2026.

The

foregoing summaries of the Placement Agency Agreement, Purchase Agreements, Pre-Funded Warrants and the Placement Agent Warrants do not

purport to be complete and are subject to, and qualified in their entirety by, copies of the Placement Agency Agreement, form of the Purchase

Agreement, form of the Pre-Funded Warrants and form of the Placement Agent Warrant, copies of which are attached as Exhibits 10.1, 10.2,

4.1 and 4.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.

copy of the opinion of Gowlings WLG (Canada) LLP, Canadian counsel to the Company, relating to the validity of the Shares, the Placement

Agent Warrants and the Placement Agent Warrant Shares is attached as Exhibit 5.1 to this Current Report on Form 8-K.

All amounts in this Current Report

on Form 8-K are expressed in U.S. dollars.

Cautionary Note Regarding Forward-Looking

Statements

This

Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform

Act of 1995, as amended, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of

the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include, without limitation,

statements regarding the completion of the Offering, the satisfaction of customary closing conditions related to the Offering and the

amount and the intended use of the net proceeds from the Offering. In some cases, you can identify forward-looking statements because

they contain words such as “may,” “will,” “should,” “expects,” “intends,”

“plans,” “anticipates,” “believes,” “estimates,” “projects,” “potential,”

or “continue,” or the negative of these terms or other comparable terminology. The absence of these words does not mean that

a statement is not forward-looking. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered

reasonable by the Company and its management, are inherently uncertain.

Actual

results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements

as predictions of future events. Many factors could cause actual future events to differ materially from the forward-looking statements

in this Current Report on Form 8-K, including, but not limited to: (i) changes in the markets in which the Company competes, including

with respect to its competitive landscape, technology evolution or regulatory changes; (ii) the risk that the Company will need to raise

additional capital to execute its business plans, which may not be available on acceptable terms or at all; (iii) the lack of useful financial

information for an accurate estimate of future capital expenditures and future revenue; (iv) statements regarding the Company’s

industry and market size; (v) the financial condition and performance of the Company, including its condition, liquidity, results of operations,

products, expected future performance and market opportunities; (vi) the Company’s ability to develop, certify, and manufacture

an aircraft that meets its performance expectations; (vii) the successful completion of testing and certification of the Company’s

Cavorite X7 eVTOL; (viii) the targeted future production of the Company’s Cavorite X7 aircraft; (ix) the risk that the closing of

the Offering is delayed or not completed at all; (x) the risk that the net proceeds from the Offering may be deployed differently than

currently anticipated; (xi) adverse market or capital-markets conditions; (xii) dilution to existing shareholders from the issuance of

the Shares; and (xiii) other factors detailed in the Company’s public filings with the SEC, including the disclosures under the

heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2025, filed with

the SEC on August 22, 2025, and other filings the Company makes from time to time with the SEC, which are available on the SEC’s

website at www.sec.gov. These filings identify and address other important risks and uncertainties that could cause actual events and

results to differ materially from those contained in the forward-looking statements.

Readers

are cautioned not to place undue reliance on these and other forward-looking statements contained herein. The forward-looking statements

made in this Current Report on Form 8-K relate only to events as of the date on which the statements are made. The Company undertakes

no obligation to update any forward-looking statements made in this Current Report on Form 8-K to reflect events or circumstances after

the date of this Current Report on Form 8-K or to reflect new information or the occurrence of unanticipated events, except as required

by law.

Item 7.01. Regulation FD Disclosure.

On May 26, 2026, the Company

issued a press release announcing the pricing of the Offering. A copy of this press release is attached as Exhibit 99.1 to this Current

Report on Form 8-K.

The information in Item 7.01

of this Current Report on Form 8-K and the press release furnished as Exhibit 99.1 hereto shall not be deemed “filed” for

purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the

liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended,

or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial

Statements and Exhibits.

(d) Exhibits

The following exhibits

are being filed herewith:

Exhibit No.

Description

4.1

Form of Pre-Funded Warrant

4.2

Form of Placement Agent Warrant

5.1

Opinion of Gowling WLG (Canada) LLP

10.1

Placement Agency Agreement, dated May 26, 2026, by and between the Company and Titan Partners Group LLC, a division of American Capital Partners, LLC

10.2*

Form of Securities Purchase Agreement, dated May 26, 2026, by and between the Company and the purchaser party thereto

23.1

Consent of Gowling WLG (Canada) LLP (included in Exhibit 5.1)

99.1

Press Release, dated May 26, 2026

104

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

* Non-material schedules and exhibits

have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of

the omitted schedules and exhibits upon request by the SEC.

SIGNATURE

Pursuant to the requirements

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

duly authorized.

NEW HORIZON AIRCRAFT LTD.

Date: May 27, 2026

By:

/s/ E. Brandon Robinson

Name:

E. Brandon Robinson

Title:

Chief Executive Officer

EX-4.1 — FORM OF PRE-FUNDED WARRANT

EX-4.1

Filename: ea029213101ex4-1.htm · Sequence: 2

Exhibit 4.1

Form of Pre-Funded Warrant

PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT

NEW

HORIZON AIRCRAFT LTD.

Warrant Shares: [__]

Issue Date: May 27, 2026

This PRE-FUNDED ORDINARY

SHARE PURCHASE WARRANT (the “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 referred to above as the Initial Exercise Date (the “Initial Exercise Date”) until this Warrant is exercised

in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from New Horizon Aircraft Ltd.,

a British Columbia company (the “Company”) , up to [__] Class A ordinary shares (as subject to adjustment hereunder,

the “Warrant Shares”), no par value per share (the “Ordinary Shares”) of the Company. The purchase

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

Section 1. Definitions.

Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement

(the “Purchase Agreement”), dated May 26, 2026, among the Company and the purchasers signatory thereto.

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 of a duly executed PDF copy submitted

by email (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”). Within

the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section

2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the unpaid portion of the aggregate Exercise Price

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

unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original

Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of

Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant

to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full,

in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on which

the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the

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

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

the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise

within one (1) 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.

b) Exercise Price.

The aggregate exercise price of this Warrant, except for a nominal exercise price of $0.001 per Warrant Share, was pre-funded to the Company

on or prior to the Initial Exercise Date and, consequently, no additional consideration (other than the nominal exercise price of $0.001

per Warrant Share) shall be required to be paid by the Holder to any Person to effect any exercise of this Warrant. The Holder shall not

be entitled to the return or refund of all, or any portion, of such pre-paid aggregate exercise price under any circumstance or for any

reason whatsoever, including in the event this Warrant shall not have been exercised prior to the Termination Date. The remaining unpaid

exercise price per Ordinary Share under this Warrant shall be $2.509, subject to adjustment hereunder (the “Exercise Price”).

c) Cashless Exercise.

This Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder

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

(A) =

as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) 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 Ordinary Shares 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.

“VWAP” means, for

any date, the price determined by the first of the following clauses that applies: (a) if the Ordinary Shares are then listed or quoted

on The New York Stock Exchange, the NYSE American or any tier of The Nasdaq Stock Market (each, a “Trading Market”),

the daily volume weighted average price of the Ordinary Shares for such date (or the nearest preceding date) on the Trading Market on

which the Ordinary Shares are then listed or quoted as reported by Bloomberg L.P. (“Bloomberg”) (based on a trading

day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the Ordinary Shares are listed or quoted on the OTCQB

or OTCQX (each as operated by OTC Markets Group, Inc., or any successor market), the volume weighted average price of the Ordinary Shares

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

for trading on the OTCQB or OTCQX Markets and if prices for the Ordinary Shares are then reported in the OTC Pink Market published by

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

per share of the Ordinary Shares so reported, or (d) in all other cases, the fair market value of an Ordinary Share as determined by an

independent appraiser selected in good faith by the Board of Directors of the Company and reasonably acceptable to the Holder, the fees

and expenses of which shall be paid by the Company.

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 characteristics of the Warrants being exercised, and the holding period of the Warrants being exercised

may be tacked onto the holding period of the Warrant Shares. The Company agrees not to take any position contrary to this Section 2(c).

d) Mechanics

of Exercise.

Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise of the Warrant), 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 earliest of (i) two (2) Trading Days after the delivery to the Company by the Holder of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”). 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) two (2) 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, 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 Ordinary Shares on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after 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. 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 Ordinary Shares as in effect on the date of delivery of the Notice of Exercise.

ii.

Delivery of New Warrants Upon Exercise at Option of Holder. 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. For avoidance of doubt, the Holder shall not be required to surrender this Warrant certificate upon a partial exercise of this Warrant.

iii.

Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

iv.

Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, Ordinary Shares 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 Ordinary Shares 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 Ordinary Shares that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Ordinary Shares having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of Ordinary Shares with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, 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 Ordinary Shares upon exercise of the Warrant as required pursuant to the terms hereof.

No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.

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. Notwithstanding anything to the contrary contained herein, 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 any 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, 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 Ordinary Shares 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 Ordinary Shares beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Ordinary

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

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

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

of any other securities of the Company (including, without limitation, any other Ordinary Share 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. 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

Ordinary Shares, a Holder may rely on the number of outstanding Ordinary Shares 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 Ordinary Shares outstanding (the “Reported

Outstanding Share Number”). 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 Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares 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 Ordinary Shares was reported. The “Beneficial

Ownership Limitation” shall be 9.99% of the number of Ordinary Shares outstanding immediately after giving effect to the issuance

of Ordinary Shares 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 Ordinary Shares outstanding immediately after giving effect to the issuance of Ordinary Shares upon exercise of this Warrant

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

will not be effective until the 61st day after such notice is delivered to the Company. If the Company receives an Exercise Notice from

the Holder at a time when the actual number of outstanding Ordinary Shares is less than the Reported Outstanding Share Number, the Company

shall notify the Holder in writing of the number of Ordinary Shares then outstanding and, to the extent that such Exercise Notice would

otherwise cause the beneficial ownership of Holder together with the Attribution Parties, as determined pursuant to this Section 2(e),

to exceed the Beneficial Ownership Limitation, the Holder shall then notify the Company of a reduced number of Warrant Shares to be purchased

pursuant to such Exercise Notice (such notice, the “Reduction Notice”). Such issuance shall not be deemed to have occurred

until the Holder provides the Reduction Notice (or a notice that no reduction is needed) to the Company. In the event that the issuance

of Ordinary Shares to the Holder 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 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 of its Ordinary Shares or any other equity or equity equivalent securities payable in Ordinary Shares (which, for avoidance

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

Shares into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding Ordinary Shares into a smaller

number of shares, or (iv) issues by reclassification of Ordinary Shares 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 Ordinary Shares (excluding

treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of Ordinary Shares

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 Ordinary Share Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any

class of Ordinary Shares (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 Ordinary

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

the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase

Rights, or, if no such record is taken, the date as of which the record holders of Ordinary Shares 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 Ordinary Shares as a result of such Purchase Right

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

thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

c) Pro Rata Distribution.

During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets

(or rights to acquire its assets) to holders of Ordinary Shares, by way of return of capital or otherwise (including, without limitation,

any distribution (other than cash) of stock or other securities, property or options by way of a dividend, spin off, reclassification,

corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after

the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent

that the Holder would have participated therein if the Holder had held the number of Ordinary Shares acquirable upon complete exercise

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

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

record holders of Ordinary Shares are to be determined for the participation in such Distribution (provided, however, that,

to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership

Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of

any Ordinary Shares as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for

the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership

Limitation). To the extent that this Warrant has not been partially or completely exercised at the time of such Distribution, such portion

of the Distribution shall be held in abeyance for the benefit of the Holder until the Holder has exercised this Warrant.

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, amalgamation, arrangement or consolidation of the Company (either alone or together with its Subsidiaries) with or

into another Person, (ii) the Company (and all of its Subsidiaries, taken as a whole), directly or indirectly, effects any sale, lease,

license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related

transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person)

is completed pursuant to which holders of Ordinary Shares are permitted to sell, tender or exchange their shares for other securities,

cash or property and has been accepted by the holders of 50% or more of the outstanding Ordinary Shares, (iv) the Company, directly or

indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Ordinary Shares

or any compulsory share exchange pursuant to which the Ordinary Shares 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 Ordinary

Shares (not including any Ordinary Shares held by the other Person or other Persons making or party to, or associated or affiliated with

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

Transaction”), then, upon any subsequent exercise of this Warrant (the “Fundamental Transaction Rights”),

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 Ordinary Shares of the successor or acquiring corporation or of the Company, if it is the surviving

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

Transaction by a holder of the number of Ordinary Shares for which this Warrant is exercisable immediately prior to such Fundamental Transaction

(without regard to any limitation in Section 2(e) on the exercise of this Warrant). For purposes of any such exercise, the determination

of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration

issuable in respect of one Ordinary Share 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 Ordinary Shares are given any choice as to the securities, cash or property to be received in a Fundamental Transaction,

then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following

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

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

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 Ordinary Shares acquirable and receivable upon exercise

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

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

of Ordinary Shares 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 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 with the same

effect as if such Successor Entity had been named as the Company herein; provided, however, that to the extent that the Holder’s

right to participate in any such Fundamental Transaction Rights would result in the Holder and its Attribution Parties, collectively,

beneficially owning in excess of the Beneficial Ownership Limitation of the Ordinary Shares that would be issued and outstanding following

receipt of such Fundamental Transaction Rights (such excess amount of Common Shares, the “Excess Fundamental Transaction Rights”),

then the Holder shall not be entitled to participate in such Fundamental Transaction Rights to the extent of the Excess Fundamental Transaction

Rights (and shall not have the right to acquire such Excess Fundamental Transaction Rights). The Excess Fundamental Transaction Rights

shall be held in abeyance for the benefit of the Holder until such time or times as (1) its right to receive some or all of the Excess

Fundamental Transaction Rights would not result in the Holder and its Attribution Parties beneficially owning Ordinary Shares in excess

of the Beneficial Ownership Limitation and (2) the Holder so certifies in writing to the Company and specifies the number of Ordinary

Shares it is able to receive without exceeding the Beneficial Ownership Limitation, at which time or times the Holder shall be granted

that portion of the Excess Fundamental Transaction Rights (and any Excess Fundamental Transaction Rights granted, issued or sold on such

initial Fundamental Transaction Rights or on any subsequent Fundamental Transaction Rights to be held similarly in abeyance) to the same

extent as if there had been no such limitation. For the avoidance of doubt, the Holder shall be entitled to the benefits of the provisions

of this Section 3(d) regardless of whether the Company has sufficient authorized shares of Common Shares for the issuance of Warrant Shares.

e) Calculations.

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

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

the sum of the number of Ordinary Shares (excluding treasury shares, if any) issued and outstanding.

f) Notice to

Holder.

Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

ii.

Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Ordinary Shares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Ordinary Shares, (C) the Company shall authorize the granting to all holders of Ordinary Shares 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 Ordinary Shares, any consolidation or merger to which the Company (and all of 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 Ordinary Shares are converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice 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 Ordinary Shares 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 Ordinary Shares of record shall be entitled to exchange their shares of Ordinary Shares 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.

Subject to applicable securities law, and the conditions set forth herein and in the Purchase Agreement, 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. 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.

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.

c) Warrant Register.

The Company shall register this Warrant, upon records to be maintained by or on behalf of the Company for that purpose (the “Warrant

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

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

purposes, absent actual notice to the contrary.

(d) Transfer

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

Warrant is not (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities

or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements

pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant,

comply with the provisions of Section 5.7 of the Purchase Agreement.

(e) Representation

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

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

reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant

to sale registered or exempt under the Securities Act.

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.

c) 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.

d) Authorized

Shares.

i. 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 Ordinary Shares 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).

ii. 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.

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

in accordance with the provisions of the Purchase Agreement

f) 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.

g) Notices.

Any and all notices or other communications or deliveries to be provided hereunder shall be made in accordance with Section 11 of the

Purchase Agreement.

h) 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 Ordinary Shares or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of

the Company.

i) 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.

j) 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.

k) Amendment.

This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on the one hand, and

the Holder of this Warrant, on the other hand.

l) 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.

m) 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.

n) No Expense

Reimbursement. The Holder shall in no way be required to pay, or to reimburse the Company for, any fees or expenses of the Company’s

transfer agent in connection with the issuance or holding or sale of the Ordinary Shares, Warrants and/or Warrant Shares. The Company

shall solely be responsible for any and all such fees and expenses.

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

(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.

New Horizon Aircraft Ltd.

By:

Name:

E. Brandon Robinson

Title:

Chief Executive Officer

NOTICE OF EXERCISE

To: NEW

HORIZON AIRCRAFT LTD.

(1) The undersigned hereby elects

to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders

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

(2) Payment shall take the form

of (check applicable box):

☐

in lawful money of the United States; or

☐

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 Signture:

______________________________

Holder’s Adress:

_______________________________

EX-4.2 — FORM OF PLACEMENT AGENT WARRANT

EX-4.2

Filename: ea029213101ex4-2.htm · Sequence: 3

Exhibit 4.2

FORM OF AGENT’S

PURCHASE WARRANT

NEW

HORIZON AIRCRAFT LTD.

Warrant Shares: _________1

Issue Date: May 27, 2026

This

AGENT’S PURCHASE WARRANT (the “Warrant”) certifies that, for value received, American Capital Partners,

LLC 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 referred to above as the Issue Date (the “Issue Date”) and

on or prior to 5:00 p.m. (New York City time) on May 26, 2031 (the “Termination Date”) but not thereafter, to subscribe

for and purchase from New Horizon aircraft ltd., a British Columbia company (the “Company”),

up to _______ Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one

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

Section

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

Agency Agreement (the “Placement Agreement”), dated May 26, 2026, between the Company and Titan Partners Group LLC,

a division of American Capital Partners, LLC, as placement agent.

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 Issue Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile copy or PDF copy

submitted by email (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”).

Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined

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

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

the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice

of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise

be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to

the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full,

in which case, the Holder shall surrender this Warrant to the Company for cancellation as soon as reasonably practicable the date on

which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion

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

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

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

Notice of Exercise within one (1) 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.

b) Exercise

Price. The exercise price per Ordinary Share under this Warrant shall be $2.8865, subject to adjustment hereunder (the “Exercise

Price”).

1 Insert

3% of the Placement Securities sold in the Offering.

c) Cashless

Exercise. In lieu of exercising this Warrant by delivering the aggregate Exercise Price by wire transfer or cashier’s check,

at the election of the Holder, 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 of the Ordinary Shares 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 of the Ordinary Shares on the Trading Day on the date of the applicable Notice of Exercise as reported

by Bloomberg L.P. (“Bloomberg”) or (z) the Bid Price of the Ordinary Shares on the principal Trading Market as reported

by Bloomberg as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed

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

hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the

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

“VWAP”

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

or quoted on The New York Stock Exchange, the NYSE American or any tier of The Nasdaq Stock Market (each, a “Trading Market”),

the daily volume weighted average price of the Ordinary Shares for such date (or the nearest preceding date) on the Trading Market on

which the Ordinary Shares are then listed or quoted as reported by Bloomberg (based on a trading day from 9:30 a.m. (New York City time)

to 4:02 p.m. (New York City time)), (b) if the Ordinary Shares are listed or quoted on the OTCQB or OTCQX (each as operated by OTC Markets

Group, Inc., or any successor market), the volume weighted average price of the Ordinary Shares for such date (or the nearest preceding

date) on OTCQB or OTCQX as applicable, (c) if the Ordinary Shares are not then listed or quoted for trading on the OTCQB or OTCQX Markets

and if prices for the Ordinary Shares are then reported in the OTC Pink Market published by OTC Markets Group Inc. (or a similar organization

or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Ordinary Shares so reported, or

(d) in all other cases, the fair market value of Ordinary Shares as determined by an independent appraiser selected in good faith by

the Board of Directors of the Company and reasonably acceptable to the Holder, the fees and expenses of which shall be paid by the Company.

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.

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

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

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

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

of the Warrant Shares by 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 earliest of (i) two (2) Trading Days after the delivery to the Company by the Holder of the Notice of Exercise, (ii) one

(1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard

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

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) two (2) 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, 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 Ordinary Shares on the date of the applicable Notice of Exercise), $10 per

Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after 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. 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 Ordinary Shares 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; provided, however, that the

Holder shall be required to return any Warrant Shares or Ordinary Shares subject to any such rescinded exercise notice concurrently with

the return to the Holder of the aggregate Exercise Price paid to the Company for such Warrant Shares and the restoration of the Holder’s

right to acquire such Warrant Shares pursuant to this Warrant (including, issuance of a replacement warrant certificate evidencing such

restored right).

iv. Compensation

for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, if

the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section

2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by

its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, Ordinary

Shares 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 Ordinary Shares 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 Ordinary Shares that would have been issued

had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Ordinary Shares

having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of Ordinary Shares with an aggregate

sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall

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

in respect of the Buy-In and, 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 Ordinary Shares upon exercise of the

Warrant as required pursuant to the terms hereof.

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, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise

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

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

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

the number of Ordinary Shares beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of

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

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

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

portion of any other securities of the Company (including, without limitation, any other Ordinary Share Equivalents) subject to a limitation

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

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

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

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

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

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

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

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

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

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

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

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

For purposes of this Section 2(e), in determining the number of outstanding Ordinary Shares, a Holder may rely on the number of outstanding

Ordinary Shares 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 Ordinary Shares 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 Ordinary Shares then outstanding. In any case, the number

of outstanding Ordinary Shares 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 Ordinary Shares

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 Ordinary Shares outstanding immediately after giving effect to the issuance of Ordinary Shares

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 Ordinary

Shares outstanding immediately after giving effect to the issuance of Ordinary Shares upon exercise of this Warrant held by the Holder

and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective

until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and

implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion

hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes

or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply

to a successor holder of this Warrant.

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 its Ordinary Shares or any other equity or equity equivalent securities payable in Ordinary Shares

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

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

Shares into a smaller number of shares, or (iv) issues by reclassification of Ordinary Shares 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 Ordinary Shares

(excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of Ordinary

Shares 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.

For the purposes of clarification, the Exercise Price of this Warrant will not be adjusted in the event that the Company or any subsidiary

thereof, as applicable, sells or grants any option to purchase, or sell or any grant any right to reprice, or otherwise dispose of or

issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Ordinary Shares or Ordinary Share Equivalents,

at an effective price per share less than the Exercise Price then in effect.

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 Ordinary Share Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of

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

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

or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of Ordinary Shares 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 Ordinary Shares as a result of such Purchase Right

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

thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

c) Pro

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

of its assets (or rights to acquire its assets) to holders of Ordinary Shares, by way of return of capital or otherwise (including, without

limitation, any distribution (other than cash) of stock or other securities, property or options by way of a dividend, spin off, reclassification,

corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after

the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent

that the Holder would have participated therein if the Holder had held the number of Ordinary Shares acquirable upon complete exercise

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

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

record holders of Ordinary Shares are to be determined for the participation in such Distribution (provided, however, that,

to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership

Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership

of any Ordinary Shares as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance

for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial

Ownership Limitation). To the extent that this Warrant has not been partially or completely exercised at the time of such Distribution,

such portion of the Distribution shall be held in abeyance for the benefit of the Holder until the Holder has exercised this Warrant.

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 (and all of its Subsidiaries, taken

as a whole), directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or

substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer

or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Ordinary Shares are permitted

to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of

the outstanding Ordinary Shares, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification,

reorganization or recapitalization of the Ordinary Shares or any compulsory share exchange pursuant to which the Ordinary Shares are

effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or

more related transactions consummates a stock 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 Ordinary Shares (not including any Ordinary Shares held by the other Person

or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase

agreement or other business combination) (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 Ordinary Shares of the successor or acquiring corporation or of the Company, if it is

the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result

of such Fundamental Transaction by a holder of the number of Ordinary Shares for which this Warrant is exercisable immediately prior

to such Fundamental Transaction. 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 Ordinary Share 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 Ordinary Shares are given any

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

as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. The Company shall

cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”)

to assume in writing all of the obligations of the Company under this Warrant and 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 Ordinary Shares acquirable and receivable upon exercise of this Warrant (without regard to any limitations

on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder

to such shares of capital stock (but taking into account the relative value of the Ordinary Shares 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 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 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 Ordinary Shares deemed to be issued and outstanding as of a given date shall be the sum of the number

of Ordinary Shares (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.

ii. Notice

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

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

shall authorize the granting to all holders of the Ordinary Shares 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 Ordinary Shares, any consolidation or merger to which the Company (and all of 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 Ordinary

Shares are converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution,

liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by facsimile or

email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least

20 calendar days prior to the applicable record or effective date hereinafter specified, a notice 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 Ordinary Shares 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 Ordinary Shares of record shall be entitled

to exchange their Ordinary Shares 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.

Pursuant to FINRA Rule 5110(e)(1), neither this Warrant nor any Warrant Shares issued upon exercise of this Warrant shall be sold, transferred,

assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result

in the effective economic disposition of the securities by any person for a period of 180 days immediately following the commencement

of sales of the offering pursuant to which this Warrant is being issued, except as permitted under FINRA Rule 5110(e)(2). Subject to

the foregoing restriction, 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. 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. 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.

c) Warrant

Register. The Company shall register this Warrant, upon records to be maintained by or on behalf of the Company for that purpose

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

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

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

d) Representation

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

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

reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant

to sales registered or exempted under the Securities Act.

Section

5. Registration Rights.

a) To

the extent the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the

Company files a registration statement with the Securities and Exchange Commission covering the sale of its Ordinary Shares (other than

a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration

would be inappropriate), then, for a period of five (5) years from the commencement of sales of the Offering, the Company shall give

written notice of such proposed filing to the Holder as soon as practicable but in no event less than ten (10) days before the anticipated

filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of

distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the Holder in

such notice the opportunity to register the sale of such number of shares of Warrant Shares as such Holder may request in writing within

five (5) days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant

Shares to be included in such registration and shall use its commercially reasonable efforts to cause the managing underwriter or underwriters

of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms

and conditions as any similar securities of the Company and to permit the sale or other disposition of such Warrant Shares in accordance

with the intended method(s) of distribution thereof. All Holders proposing to distribute their securities through a Piggyback Registration

that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters

selected for such Piggyback Registration. Furthermore, each Holder must provide such information as reasonably requested by the Company

(which information shall be limited to that which is required for disclosure under the Securities Act and the forms, rules and regulations

promulgated thereunder) to be included in the registration statement timely or the Company may elect to exclude such Holder from the

registration statement.

b) In

addition, to the extent the Company does not maintain an effective registration statement for the Warrant Shares, for a period of five

(5) years from the commencement of sales of the Offering, the Holder shall be entitled to one (1) demand right for the registration of

the Warrant Shares at the Company’s expense (other than any underwriting discounts, selling commissions, share transfer taxes applicable

to the sale of the Warrant Shares, and fees and disbursements of counsel for the Holder) (the “Demand Registration”).

In the event of a Demand Registration, the Company shall use its commercially reasonable efforts to register the applicable Warrant Shares

within sixty (60) days after receiving the Demand Registration. All Holders of Warrant Shares proposing to distribute their securities

through a Demand Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form

with the underwriter or underwriters selected for such Demand Registration. Furthermore, each Holder must provide such information as

reasonably requested by the Company (which information shall be limited to that which is required for disclosure under the Securities

Act and the forms, rules and regulations promulgated thereunder) to be included in the registration statement timely or the Company may

elect to exclude such Holder from the registration statement.

c) Notwithstanding

the foregoing, the registration rights described in this Section 5 shall be subject to limitations imposed by the Commission’s

rules or comments of the Commission staff in connection with its review of the registration statement for any such resale registration.

Moreover, notwithstanding the foregoing registration obligations of the Company, if the Company furnishes to the Holders requesting a

Demand Registration a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the

Company’s Board of Directors it would be materially detrimental to the Company and its stockholders for a registration statement

to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective,

because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction

involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for

preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act,

then the Company shall have the right to defer taking action with respect to such Demand Registration or withdraw a related registration

statement for a period of not more than forty-five (45) calendar days; provided, however, that the Company may not invoke this right

more than twice in any twelve (12) month period or during the twelve (12) month period prior to the Termination Date.

Section

6. 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.

c) 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.

d) Authorized

Shares.

i. The

Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Ordinary Shares

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 Ordinary Shares 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).

ii. 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.

iii. 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; Venue. This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions

contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of

the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts

of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder and the Company: (a)

agrees that any legal suit, action or proceeding arising out of or relating to this Warrant and/or the transactions contemplated hereby

shall be instituted exclusively in the Supreme Court of the State of New York, New York County, or in the United States District Court

for the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue of any such suit, action

or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the

United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder and the

Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding

in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New

York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal

Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action

or proceeding, and service of process upon the Holder mailed by certified mail to the Holder’s address or delivered by Federal

Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or

proceeding. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE

EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING

OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANT.

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 hereunder shall be made in accordance with Section 12 of the

Placement Agreement.

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 Ordinary Shares 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) Amendment.

This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on the one hand, and

the Holder of this Warrant, on the other hand.

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.

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

(Signature

Page Follows)

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

indicated.

NEW HORIZON AIRCRAFT LTD.

By:

Name:

E. Brandon Robinson

Title:

Chief Executive Officer

NOTICE

OF EXERCISE

To: NEW

HORIZON AIRCRAFT LTD.

(1) The

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

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

(2) Payment

shall take the form of (check applicable box):

☐ in lawful money of the United States; or

☐ 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:

Phone Number:

Email Address:

(Please Print)

______________________________________

Dated: _______________, ______

Holder’s Signature: ____________________

Holder’s Address: ____________________

EX-5.1 — OPINION OF GOWLING WLG (CANADA) LLP

EX-5.1

Filename: ea029213101ex5-1.htm · Sequence: 4

Exhibit 5.1

May 26, 2026

New Horizon Aircraft Ltd.

3187 Highway 35

Lindsay, Ontario K9V 4R1

Dear Sirs:

Re: Public Offering Pursuant to Registration Statement on Form

S-3

We have acted as counsel in the Province of British

Columbia to New Horizon Aircraft Ltd. (the “Company”), a company continued pursuant to the laws of the Province of

British Columbia, Canada, in connection with the proposed offer and sale by the Company (the “Offering”) of 5,385,646

Class A ordinary shares with no par value of the Company (the “Shares”, and each Class A ordinary share with no par

value in the authorized share structure of the Company, a “Common Share”) and 4,574,514 pre-funded warrants (the “Pre-funded

Warrants”) to purchase up to 4,574,514 Common Shares (“Pre-funded Warrant Shares”) at an exercise price of

US$0.001 per share (the “Pre-funded Warrant Exercise Price”), pursuant to the terms and conditions set forth in securities

purchase agreements dated May 26, 2026 (the “Securities Purchase Agreements”) between the Company and the purchasers

listed on Schedule A thereto and a placement agency agreement dated May 26, 2026 (the “Placement Agency Agreement”)

between the Company and Titan Partners Group LLC, a division of American Capital Partners, LLC (the “Placement Agent”).

Pursuant to the Placement Agency Agreement, the

Company has agreed to issue to the Placement Agent, upon closing of the Offering, an aggregate of 298,805 share purchase warrants (the

“Placement Agent Warrants”). Each Placement Agent Warrant entitles the holder thereof to purchase one Common Share

(a “Placement Agent Warrant Share”) at a price of US$2.8865, exercisable at any time on or after May 27, 2026 and on

or prior to 5:00 p.m. (New York City time) on May 26, 2031.

The Shares, the Pre-funded Warrants, the Pre-funded

Warrant Shares, the Placement Agent Warrants and the Placement Agent Warrant Shares are being offered pursuant to a prospectus supplement,

dated May 26, 2026 (the “Prospectus Supplement”), to the prospectus dated March 25, 2025 (the “Base Prospectus”

and together with the Prospectus Supplement, the “Prospectus”), filed pursuant to a registration statement on Form

S-3 (Registration No. 333-285000) under the U.S. Securities Act of 1933, as amended (the “Securities Act”), originally

prepared and filed on February 14, 2025 with the United States Securities and Exchange Commission (the “Commission”),

as amended and filed on March 17, 2025 and declared effective on March 25, 2025 (the “Registration Statement”).

We are rendering this opinion at the request of

the Company in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed

herein as to any matter pertaining to the contents of the Registration Statement or related Prospectus, other than as expressly stated

herein.

Gowling

WLG (Canada) LLP

Suite

2300, 550 Burrard Street, Bentall 5

Vancouver,

British Columbia V6C 2B5 Canada

+1 (604) 683-6498

+1 (604) 683-3558

gowlingwlg.com

Gowling

WLG (Canada) LLP is a member of Gowling WLG, an international law firm which consists of independent and autonomous entities providing

services around the world. Our structure is explained in more detail at gowlingwlg.com/legal.

For the purpose of giving this opinion we have:

(a) examined, among other things:

(i) a certificate of an officer of the Company dated the date hereof with respect to the factual matters referred

to herein; and

(ii) originals or photostatic or certified copies of such corporate records, contracts and instruments of the

Company, certificates, permits, licenses or orders of public officials, commissions, boards and governmental bodies and authorities, certificates

of officers or representatives of the Company or other corporations and such other records, contracts and instruments all as we believe

necessary and relevant as the basis of the opinion set forth herein; and

(b) considered such questions of law and examined such statutes, regulations and orders, certificates, records

of corporate proceedings and other documents and have made such other examinations, searches and investigations as we have considered

necessary for the purpose of rendering this opinion.

We have not reviewed the minute

books or, except as described above, any other corporate records of the Company.

We have relied exclusively upon

the certificates, documents and records we examined with respect to the accuracy of the factual matters contained in them and we have

not performed any independent investigation or verification of those factual matters. We have assumed those factual matters were accurate

on the date given and continue to be accurate as of the date of this letter.

For the purposes of the opinion

expressed below:

(a) we have assumed, without independent investigation or inquiry that with respect to all documents examined

by us, the signatures are genuine, the individuals signing those documents had legal capacity at the time of signing, all documents submitted

to us as originals are authentic, and certified, conformed or photocopied copies, or copies transmitted electronically or by facsimile,

conform to the authentic original documents; and

(b) in paragraph 4, we have assumed that the sum of the subscription price of the Pre-funded Warrants and

the Pre-funded Warrant Exercise Price constitutes the consideration paid for the Pre-funded Warrant Shares.

This opinion is limited to the

laws of British Columbia and the federal laws of Canada applicable there in force on the date hereof.

Page 2

Based and relying on the foregoing and subject

to the exceptions and qualifications hereinbefore set out, we are of the opinion that:

1. 5,385,646 Shares have been duly authorized for issuance, and upon the Company’s receipt in full

of the subscription price for the 5,385,646 Shares, such Shares will be validly issued as fully paid and non-assessable Common Shares;

2. 298,805 Placement Agent Warrants have been duly created and authorized for issuance;

3. 298,805 Placement Agent Warrant Shares have been conditionally allotted and reserved for issue upon the

exercise of Placement Agent Warrants, and such Placement Agent Warrant Shares will, when issued upon the due exercise of the Placement

Agent Warrants in accordance with the terms set out in the definitive warrant certificate representing the Placement Agent Warrants, including

receipt by the Company of the exercise price for each Placement Agent Warrant Share, be validly issued as fully paid and non-assessable

Common Shares;

4. 4,574,514 Pre-funded Warrants have been duly created and authorized for issuance;

5. 4,574,514 Pre-funded Warrant Shares have been conditionally allotted and reserved for issue upon the exercise

of Pre-funded Warrants, and such Pre-funded Warrant Shares will, when issued upon the due exercise of the Pre-funded Warrants in accordance

with the terms set out in the definitive warrant certificate representing the Pre-funded Warrants, including receipt by the Company of

the Pre-funded Warrant Exercise Price for each Pre-funded Warrant Share, be validly issued as fully paid and non-assessable Common Shares.

We hereby consent to the filing of this opinion

as an exhibit to a Current Report on Form 8-K in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities

Act and to the reference to this firm under the caption “Legal Matters” in the Prospectus Supplement. In giving such consent,

we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the

rules and regulations of the Commission thereunder.

This opinion is delivered exclusively for the

use of the person to whom it is addressed and is not to be used or relied upon by third parties. This opinion may not be quoted from or

referred to in dealings with third parties without our prior written consent. This opinion may not be published nor circulated without

our express written consent.

Yours truly,

/s/ Gowling WLG (Canada) LLP

Page 3

EX-10.1 — PLACEMENT AGENCY AGREEMENT, DATED MAY 26, 2026, BY AND BETWEEN THE COMPANY AND TITAN PARTNERS GROUP LLC, A DIVISION OF AMERICAN CAPITAL PARTNERS, LLC

EX-10.1

Filename: ea029213101ex10-1.htm · Sequence: 5

Exhibit 10.1

PLACEMENT AGENCY AGREEMENT

May 26, 2026

Titan Partners Group LLC,

a division of American Capital Partners, LLC

4 World Trade Center, 49th Floor

New York, NY 10007

Ladies and Gentlemen:

Introductory. This

Placement Agency Agreement the (“Agreement”) sets forth the terms upon which Titan Partners Group LLC, a division of

American Capital Partners, LLC (“Titan Partners” or the “Placement Agent”), shall be engaged by

NEW HORIZON AIRCRAFT LTD., a British Columbia company (the “Company”), to act as the exclusive Placement Agent in connection

with the registered direct offering (hereinafter referred to as the “Placement”) of (i) Class A ordinary shares, no

par value per share (the “Ordinary Shares” and the Ordinary Shares offered in the Placement, the “Placement

Ordinary Shares”), of the Company, and (ii) pre-funded warrants (the “Pre-funded Warrants”) to purchase shares

of Common Stock at an exercise price equal to $0.001 per share. The Placement Ordinary Shares and the Pre-funded Warrants are collectively

referred to as the “Placement Securities.”

The terms of the Placement

and the Placement Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and

collectively, the “Purchasers”) and nothing herein constitutes that the Placement Agent would have the power or authority

to bind the Company or any Purchaser or an obligation for the Company to issue any Placement Securities or complete the Placement. The

date of the closing of the Placement shall be referred to herein as the “Closing Date.” The Company expressly acknowledges

and agrees that the Placement Agent’s obligations hereunder are on a reasonable best efforts basis only and that the execution of

this Agreement does not constitute a commitment by the Placement Agent to purchase the Placement Securities and does not ensure the successful

placement of the Placement Securities or any portion thereof or the success of the Placement Agent with respect to securing any other

financing on behalf of the Company. Following the prior written consent of the Company, the Placement Agent may retain other brokers or

dealers to act as sub-agents or selected-dealers on its behalf in connection with the Placement. The sale of the Placement Securities

to any Purchaser will be evidenced by the securities purchase agreement (the “Purchase Agreement”) by and among the

Company and such Purchasers in the form of Exhibit A attached hereto. Capitalized terms that are not otherwise defined herein have

the meanings given to such terms in the Purchase Agreement. Prior to the signing of any Purchase Agreement, executive officers of the

Company will be available upon reasonable notice and during normal business hours to answer inquiries from prospective Purchasers.

SECTION 1. REPRESENTATIONS

AND WARRANTIES OF THE COMPANY; COVENANTS OF THE COMPANY.

A. Representations of the

Company. With respect to the Placement Securities, each of the representations and warranties (together with any related disclosure

schedules thereto) and covenants made by the Company to the Purchasers in the Purchase Agreement in connection with the Placement, is

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

and as of the Closing Date, hereby made to, and in favor of, the Placement Agent. In addition to the foregoing, the Company represents

and warrants that there are no affiliations with any FINRA member firm participating in the Placement among the Company’s officers,

directors or, to the knowledge of the Company, any five percent (5.0%) or greater stockholder of the Company.

B. Covenants of the Company.

The Company covenants and agrees to continue to retain (i) a firm of independent PCAOB registered public accountants for a period of at

least five (5) years after the Closing Date and (ii) a competent transfer agent with respect to the Ordinary Shares for a period of five

(5) years after the Closing Date.

SECTION 2. REPRESENTATIONS

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

Regulatory Authority (“FINRA”), (ii) is registered as a broker/dealer under the Securities Exchange Act of 1934, as

amended (the “Exchange Act”), (iii) is licensed as a broker/dealer under the laws of the United States of America,

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

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

Agreement. The Placement Agent will immediately notify the Company in writing of any change in its status with respect to subsections

(i) through (v) above. The Placement Agent covenants that it will use its reasonable best efforts to conduct the Placement hereunder in

compliance with the provisions of this Agreement and the requirements of applicable law.

SECTION 3. COMPENSATION.

A. Cash Compensation.

In consideration of the services to be provided for hereunder, the Company shall pay to the Placement Agent or its respective designees

a total cash fee equal to seven percent (7%) of the gross proceeds from the Placement of the total amount of Placement Securities sold

(collectively, the “Cash Fee”).

B. Warrant Compensation.

In consideration of the services to be provided for hereunder, the Company shall pay to the Placement Agent or its respective designees

at the Closing Date warrants (“Agent Warrants”) for the purchase of an aggregate of a number of Ordinary Shares (the

“Agent Warrant Shares”), representing 3% of the Placement Securities sold at such Closing Date. The Agent Warrants,

in the form of Exhibit C hereto, shall be exercisable, in whole or in part, immediately after the Closing Date and expiring on the five-year

anniversary of the date of this Agreement at an initial exercise price per Ordinary Share of $2.8865. The Agent Warrants and the Agent

Warrant Shares shall be registered for issuance and resale, as applicable, under the Registration Statement, and the Company shall use

its commercially reasonable efforts to maintain the effectiveness of the Registration Statement with respect thereto for so long as any

Agent Warrants remain outstanding. The Agent Warrants (and the underlying securities) may not be transferred, assigned or hypothecated

for a period of six (6) months following initial Closing Date, except that they may be assigned, in whole or in part, to any successor,

officer or member of the Placement Agent (or to officers or partners of any such successor or member), or except as permitted pursuant

to FINRA Rule 5110(e)(2). Delivery of the Agent Warrants shall be made at the relevant Closing Date, and shall be issued in the name

or names and in such authorized denominations as the Placement Agent may request.

C. Reduction of Compensation.

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

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

Rules or that the terms thereof require adjustment.

SECTION 4. EXPENSES.

The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in

connection with the transactions contemplated hereby, including, without limitation: (i) all expenses incident to the issuance, delivery

and qualification of the Placement Securities (including all printing and engraving costs); (ii) all fees and expenses of the registrar

and transfer agent for the Ordinary Shares; (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance

and sale of the Placement Securities; (iv) all fees and expenses of the Company’s counsel, independent public or certified public

accountants and other advisors; (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and

distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts),

and the Prospectus, and all amendments and supplements thereto, and this Agreement; (vi) all filing fees, reasonable attorneys’

fees and expenses incurred by the Company in connection with qualifying or registering (or obtaining exemptions from the qualification

or registration of) all or any part of the Placement Securities for offer and sale under the state securities or blue sky laws or the

securities laws of any other country; (vii) the fees and expenses associated with including the Placement Ordinary Shares on the Trading

Market; (viii) up to $75,000 of the fees and expenses of the Placement Agent, including the fees and expenses of Lucosky Brookman LLP,

counsel to the Placement Agent. The Placement Agent may deduct from the net proceeds of the Offering payable to the Company on each Closing

Date, the expenses set forth herein to be paid by the Company to the Placement Agent, to the extent not already paid.

SECTION 5. INDEMNIFICATION.

A. To the extent permitted by

law, with respect to the Placement Securities, the Company will indemnify the Placement Agent and its affiliates, stockholders, directors,

officers, employees, members and controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange

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

of counsel), relating to or arising out of its activities hereunder or pursuant to this Agreement or the Purchase Agreement, including,

without limitation, any failure by the Company to obtain any required consent, except to the extent that any losses, claims, damages,

expenses or liabilities (or actions in respect thereof) are found in a final judgment (not subject to appeal) by a court of law to have

resulted primarily and directly from the Placement Agent’s willful misconduct or gross negligence in performing the services described

herein.

B. Promptly after receipt by

the Placement Agent of notice of any claim or the commencement of any action or proceeding with respect to which the Placement Agent is

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

of such action or proceeding, but failure to so notify the Company shall not relieve the Company from any obligation it may have hereunder,

except and only to the extent such failure results in the forfeiture by the Company of substantial rights and defenses. If the Company

so elects or is requested by the Placement Agent, the Company will assume the defense of such action or proceeding and will employ counsel

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

the Placement Agent will be entitled to employ its own counsel separate from counsel for the Company and from any other party in such

action if counsel for the Placement Agent reasonably determines that it would be inappropriate under the applicable rules of professional

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

of no more than one such separate counsel will be paid by the Company, in addition to fees of local counsel. The Company will have the

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

written consent of the Placement Agent, which will not be unreasonably withheld.

C. The Company agrees to notify

the Placement Agent promptly of the assertion against it or any other person of any claim or the commencement of any action or proceeding

relating to a transaction contemplated by this Agreement.

D. If for any reason the foregoing

indemnity is unavailable to the Placement Agent or insufficient to hold the Placement Agent harmless, then the Company shall contribute

to the amount paid or payable by the Placement Agent as a result of such losses, claims, damages or liabilities in such proportion as

is appropriate to reflect not only the relative benefits received by the Company on the one hand and the Placement Agent on the other,

but also the relative fault of the Company on the one hand and the Placement Agent on the other that resulted in such losses, claims,

damages or liabilities, as well as any relevant equitable considerations. The amounts paid or payable by a party in respect of losses,

claims, damages and liabilities referred to above shall be deemed to include any legal or other fees and expenses incurred in defending

any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, the Placement Agent’s share of the liability

hereunder shall not be in excess of the amount of fees actually received, or to be received, by the Placement Agent under this Agreement

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

E. These indemnification provisions

shall remain in full force and effect whether or not the transaction contemplated by this Agreement is completed and shall survive the

termination of this Agreement, and shall be in addition to any liability that the Company might otherwise have to any indemnified party

under this Agreement or otherwise.

SECTION 6. ENGAGEMENT

TERM. The Placement Agent’s engagement hereunder will be until the later of (i) June 21, 2026 and (ii) the final Closing Date

under the Purchase Agreement. The date of termination of this Agreement is referred to herein as the “Termination Date.”

In the event, however, in the course of the Placement Agent’s performance of due diligence it deems, it necessary to terminate the

engagement, the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for

any reason prior to the Termination Date but will remain responsible for fees pursuant to Section 3 hereof with respect to the Placement

Securities if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s

obligation to pay any fees actually earned pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification

and contribution contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior

to the completion of the Placement, all fees due to the Placement Agent as set forth in Section 3 shall be paid by the Company to the

Placement Agent on or before the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement

Agent agrees not to use any confidential information concerning the Company provided to the Placement Agent by the Company for any purposes

other than those contemplated under this Agreement.

SECTION 7. PLACEMENT

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

is for the confidential use of the Company only in its evaluation of the Placement and, except as otherwise required by law, the Company

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

SECTION 8. NO FIDUCIARY

RELATIONSHIP. This Agreement does not create, and shall not be construed as creating rights enforceable by any person or entity not

a party hereto, except those entitled hereto by virtue of the indemnification provisions hereof. The Company acknowledges and agrees that

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

holders or the creditors of the Company or any other person by virtue of this Agreement or the retention of the Placement Agent hereunder,

all of which are hereby expressly waived.

SECTION 9. CLOSING.

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

when made and on the Closing Date, of the representations and warranties on the part of the Company contained herein and in the Purchase

Agreement, to the performance by the Company of its obligations hereunder, and to each of the following additional terms and conditions,

except as otherwise disclosed to and acknowledged and waived by the Placement Agent:

A. All corporate proceedings

and other legal matters incident to the authorization, form, execution, delivery and validity of each of this Agreement, the Placement

Securities, and all other legal matters relating to this Agreement and the transactions contemplated hereby with respect to the Placement

Securities shall be reasonably satisfactory in all material respects to the Placement Agent.

B. The Placement Agent shall

have received the following on each Closing Date: (i) the favorable opinion of Nelson Mullins Riley & Scarborough, counsel to the

Company, and Gowling WLG, Canadian counsel to the Company, and a written statement of Nelson Mullins Riley & Scarborough providing

certain “10b-5” negative assurances, dated such Closing Date and addressed to the Placement Agent, in form and substance reasonably

satisfactory to the Placement Agent.

C. The Placement Agent shall

have received (i) on the Closing Date, a customary Officers’ Certificate, executed and delivered by the Company’s executive

officers, as to the accuracy of the representations and warranties contained in the Purchase Agreement, (ii) on the date hereof, a Chief

Financial Officer’s Certificate regarding certain financial information included in the Registration Statement and Prospectus in

form and substance reasonably satisfactory in all respects to the Placement Agent, (iii) on the Closing Date, a comfort letter from the

Auditor addressed to the Board of Directors and the Placement Agent, in form and substance reasonably satisfactory in all respects to

the Placement Agent; and (iv) on the Closing Date a Secretary’s Certificate executed and delivered by the Company’s corporate

secretary certifying that (A) the Company’s charter documents are true and complete, have not been modified and are in full force

and effect; (B) that the resolutions of the Company’s Board of Directors relating to the Placement are in full force and effect

and have not been modified; (C) as to the incumbency of the officers of the Company and (D) other customary certifications reasonably

satisfactory to the Placement Agent.

E. The Placement Agent shall

have received an executed FINRA questionnaire from each of the Company and the Company’s executive officers and directors.

F. The Placement Agent shall

have received, on or before the date of this Agreement, executed copies of the Lock-Up Agreement, the form of which is attached hereto

as Exhibit B, from each of the persons listed therein.

G. The Placement Agent shall

have received on each Closing Date satisfactory evidence of the good standing of the Company and its subsidiaries in their respective

jurisdictions of organization and their good standing as foreign corporations in such other jurisdictions as the Placement Agent may reasonably

request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions,

dated no more than one (1) business day prior to such Closing Date.

H. The Placement Ordinary Shares

shall be registered under the Exchange Act. The Company shall have taken no action designed to, or likely to have the effect of terminating

the registration of the Ordinary Shares under the Exchange Act or delisting or suspending from trading the Ordinary Shares from the Trading

Market or other applicable U.S. national exchange, nor has the Company received any information suggesting that the Commission or the

Trading Market or other U.S. applicable national exchange is contemplating terminating such registration or listing. In addition, the

Company shall have submitted a listing of additional shares notification form to the Nasdaq Stock Market LLC (“Nasdaq”)

with respect to the Placement Shares and shall have received no objection thereto from Nasdaq.

I. No action shall have been

taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental agency or body which would,

as of the Closing Date, prevent the issuance or sale of the Placement Securities or materially and adversely affect or potentially and

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

or state court of competent jurisdiction shall have been issued as of the Closing Date which would prevent the issuance or sale of the

Placement Securities or materially and adversely affect or potentially and adversely affect the business or operations of the Company.

J. The Company shall have entered

into a Purchase Agreement with each of the Purchasers of the Placement Securities and such agreements shall be in full force and effect

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

K. FINRA shall have raised no

objection to the fairness and reasonableness of the terms and arrangements of this Agreement. In addition, the Company shall, if requested

by the Placement Agent, make or authorize Placement Agent’s counsel to make on the Company’s behalf, any filing with the FINRA

Corporate Financing Department pursuant to FINRA Rule 5110 with respect to the Placement and pay all filing fees required in connection

therewith.

If any of the conditions specified

in this Section 9 shall not have been fulfilled when and as required by this Agreement, all obligations of the Placement Agent hereunder

may be cancelled by the Placement Agent at, or at any time prior to, any Closing Date. Notice of such cancellation shall be given to the

Company in writing or orally. Any such oral notice shall be confirmed promptly thereafter in writing.

SECTION 10. GOVERNING

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

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

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

the parties hereto, and their respective successors and permitted assigns. Any right to trial by jury with respect to any dispute arising

under this Agreement or any transaction or conduct in connection herewith is waived. Any dispute arising under this Agreement may be brought

into the courts of the State of New York or into the Federal Court located in New York, New York and, by execution and delivery of this

Agreement, the Company hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of aforesaid

courts. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such suit,

action or proceeding by delivering a copy thereof via overnight delivery (with evidence of delivery) to such party at the address in effect

for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice

thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. If either

party shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or

proceeding shall be reimbursed by the other party for its attorney’s fees and other costs and expenses incurred with the investigation,

preparation and prosecution of such action or proceeding.

SECTION 11. ENTIRE

AGREEMENT/MISCELLANEOUS. This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes

all prior agreements and understandings, relating to the subject matter hereof. If any provision of this Agreement is determined to be

invalid or unenforceable in any respect, such determination will not affect such provision in any other respect or any other provision

of this Agreement, which will remain in full force and effect. This Agreement may not be amended or otherwise modified or waived except

by an instrument in writing signed by both the Placement Agent and the Company. The representations, warranties, agreements and covenants

contained herein shall survive the Closing Date of the Placement and delivery of the Placement Securities. This Agreement may be executed

in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective

when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign

the same counterpart. In the event that any signature is delivered by facsimile transmission or a .pdf format file, such signature shall

create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect

as if such facsimile or .pdf signature page were an original thereof.

SECTION 12. NOTICES.

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

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

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

after the date of transmission, if such notice or communication is sent to the email address on the signature pages attached hereto on

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

the date of mailing, if sent by U.S. internationally recognized air courier service, or (d) upon actual receipt by the party to whom such

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

SECTION 13. PRESS

ANNOUNCEMENTS. The Company agrees that the Placement Agent shall, on and after the Closing Date, have the right to reference the Placement

and the Placement Agent’s role in connection therewith in the Placement Agent’s marketing materials and on its website and

to place advertisements in financial and other newspapers and journals, in each case at its own expense.

SECTION 14. STANDSTILL.

Without the prior written consent of the Placement Agent, from the date hereof until forty-five (45) days after the Closing Date (the

“Standstill Period”), neither the Company nor any subsidiary shall, directly or indirectly, except for Exempt Issuances

(as defined below), (a) issue, offer, pledge, sell, contract to sell, lend, grant any option, right or warrant to purchase, or otherwise

transfer or dispose of, or announce the issuance, offering or disposition of, any Ordinary Shares or any securities convertible into or

exercisable or exchangeable for Ordinary Shares (collectively, “Ordinary Share Equivalents”), (b) enter into any agreement

or commitment for the issuance, offering or disposition of Ordinary Shares or Ordinary Share Equivalents, (c) effect any swap, hedge,

derivative or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of Ordinary Shares

or Ordinary Share Equivalents, whether such transaction is to be settled by delivery of securities, in cash or otherwise, (d) file or

cause to be filed any registration statement or any amendment or supplement thereto relating to the offer or sale of any Ordinary Shares

or Ordinary Share Equivalents, other than an Excluded Registration (as defined below), or (e) incur, issue or offer any indebtedness of

the Company, other than borrowings under a traditional bank credit facility entered into in the ordinary course of business.

For purposes of this Agreement,

“Exempt Issuance” means the issuance of (a) Ordinary Shares or options to employees, officers or directors of the Company

pursuant to any share or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors

or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company,

(b) securities upon the exercise or exchange of or conversion of securities exercisable or exchangeable for or convertible into Ordinary

Shares 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 stock splits or combinations) or to extend the term of such securities, (c) the securities of the Company

issued pursuant to the Purchase Agreements 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 14 herein and provided that any such issuance shall only be to a Person (or to the

equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic

with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall

not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose

primary business is investing in securities. For purposes of this Section 14, “Excluded Registration” means a registration

statement (x) required pursuant to the terms of the Placement, (y) relating to the sale or grant of securities to employees of the Company

or a subsidiary pursuant to a stock option, stock purchase, equity incentive or similar plan, or (z) required pursuant to the terms of

a registration rights agreement or similar obligation in effect prior to the date of the Placement.

SECTION 15. SURVIVAL

OF REPRESENTATIONS, WARRANTIES AND COVENANTS. The representations, warranties, agreements and covenants contained herein shall survive

the Closing Date.

[Signature page follows]

Please confirm that the foregoing

correctly sets forth our agreement by signing and returning to the Placement Agents the enclosed copy of this Agreement.

Very truly yours,

TITAN PARTNERS GROUP LLC,

A DIVISION OF AMERICAN

CAPITAL PARTNERS, LLC

By:

/s/ Adam Sands

Name:

Adam Sands

Title:

Authorized Representative

Address for notice:

Titan Partners Group LLC, a division of

American Capital Partners, LLC

4 World Trade Center, 49th Floor

New York, NY 10007

Attention: Adam Sands

Email: notices@titanpartnersgrp.com

Accepted and Agreed to as of the date first written above:

NEW HORIZON AIRCRAFT LTD.

By:

/s/ E. Brandon Robinson

Name:

E. Brandon Robinson

Title:

Chief Executive Officer

Address for notice:

New Horizon Aircraft Ltd.

3187 Highway 35, Lindsay

Ontario, K9V 4R1

Attention: E. Brandon Robinson

Email: brandon@horizonaircraft.com

Exhibit A

Form of

Securities Purchase Agreement

Exhibit B

LIST OF LOCK-UP PARTIES

Brandon Robinson

Jason O’Neill

Brian Merker

Trisha Nomura

John Maris

John Pinsent

Jameel Janjua

FORM OF LOCK-UP AGREEMENT

(Attached)

Exhibit C

Form of

AGENT’S PURCHASE WARRANT

EX-10.2 — FORM OF SECURITIES PURCHASE AGREEMENT, DATED MAY 26, 2026, BY AND BETWEEN THE COMPANY AND THE PURCHASER PARTY THERETO

EX-10.2

Filename: ea029213101ex10-2.htm · Sequence: 6

Exhibit 10.2

FORM

OF SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement

(this “Agreement”) is dated as of May 26, 2026, between New Horizon Aircraft Ltd., a British Columbia company (the

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

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

WHEREAS, subject to

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

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

from the Company, securities of the Company as more fully described in this Agreement.

NOW, THEREFORE, IN CONSIDERATION

of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are

hereby acknowledged, the Company and each Purchaser agree as follows:

ARTICLE I.

DEFINITIONS

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

have the meanings set forth in this Section 1.1:

“Acquiring Person”

shall have the meaning ascribed to such term in Section 4.4.

“Action”

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

“Affiliate”

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

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

“Auditor”

means MNP LLP with offices at 50 Burnhamthorpe Road West, Suite 900, Mississauga, ON L5B 3C2.

“Board

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

“Business

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

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

or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”

or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority

so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally

open for use by customers on such day.

“Closing”

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

“Closing

Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties

thereto, and all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount and (ii) the Company’s

obligations to deliver the Shares, in each case, have been satisfied or waived, but in no event later than the second (2nd)

Trading Day following the date hereof.

“Commission”

means the United States Securities and Exchange Commission.

“Company

Counsel” means Nelson Mullins Riley & Scarborough, with offices located at 901 15th Street, Suite 1200, Washington,

DC 20005.

“Disclosure

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

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

hereof, unless otherwise instructed as to an earlier time by the Placement Agent, and (ii) if this Agreement is signed between midnight

(New York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than 9:01 a.m. (New York City time) on the date hereof,

unless otherwise instructed as to an earlier time by the Placement Agent.

“Evaluation

Date” shall have the meaning ascribed to such term in Section 3.1(s).

“Exchange

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

“Exempt

Issuance” means the issuance of (a) Ordinary Shares or options to employees, officers 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 securities exercisable or exchangeable for or convertible into Ordinary Shares 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 stock splits or combinations) or to extend the term of such securities, and (c) 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 4.11(a) herein, and provided that

any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating

company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional

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

for the purpose of raising capital or to an entity whose primary business is investing in securities.

“FCPA”

means the Foreign Corrupt Practices Act of 1977, as amended.

“GAAP”

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

“Indebtedness”

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

“Intellectual

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

“Liens”

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

“Lock-Up

Agreement” means the Lock-Up Agreement, dated as of the date hereof, by and among the Company and the directors and officers,

in the form of Exhibit A attached hereto.

“Material

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

“Material

Permits” shall have the meaning ascribed to such term in Section 3.1(n).

“Ordinary

Shares” means Class A ordinary shares of the Company, no par value per share, and any other class of securities into which such

securities may hereafter be reclassified or changed.

“Ordinary

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

at any time Ordinary Shares or ADSs, including, without limitation, any debt, preferred share, 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, Ordinary

Shares or ADSs.

“Per Share

Purchase Price” equals $2.51, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations

and other similar transactions of the Ordinary Shares that occur after the date of this Agreement.

“Person”

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

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

“Placement

Agent” means Titan Partners Group LLC, a division of American Capital Partners, LLC.

“Placement

Agent Counsel” means Lucosky Brookman LLP, with offices located at 101 Wood Avenue South, 5th Floor, Woodridge, New

Jersey 08830.

“Pre-Funded

Warrants” means the pre-funded warrants issued or issuable to each Purchaser pursuant to this Agreement at an exercise price

equal to $0.001 per share, in the form attached hereto as Exhibit B.

“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”

means the final prospectus filed for the Registration Statement.

“Prospectus

Supplement” means the supplement to the Prospectus complying with Rule 424(b) of the Securities Act that is filed with the Commission

and delivered by the Company to each Purchaser at the Closing.

“Purchaser

Party” shall have the meaning ascribed to such term in Section 4.7.

“Registration

Statement” means the effective registration statement with Commission file No. 333-285000 which registers the sale of the Shares

to the Purchasers, and includes any Rule 462(b) Registration Statement.

“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.

“Rule 462(b)

Registration Statement” means any registration statement prepared by the Company registering additional public Securities, which

was filed with the Commission on or prior to the date hereof and became automatically effective pursuant to Rule 462(b) promulgated by

the Commission pursuant to the Securities Act.

“SEC Reports”

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

“Securities”

means the Shares, Pre-Funded Warrants and Warrant Shares, as applicable.

“Securities

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

“Shares”

means the Ordinary Shares issued or issuable to each Purchaser pursuant to this Agreement.

“Short

Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be

deemed to include locating and/or borrowing shares of Ordinary Shares).

“Subscription

Amount” means, as to each Purchaser in respect of the Securities, the aggregate amount to be paid for Securities purchased hereunder

as specified below such Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription Amount,”

in United States dollars and in immediately available funds.

“Subsidiary”

means any subsidiary of the Company as set forth in the SEC filings, and shall, where applicable, also include any direct or indirect

subsidiary of the Company formed or acquired after the date hereof.

“Trading

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

“Trading

Market” means any of the following markets or exchanges on which the Ordinary Shares are listed or quoted for trading on the

date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York

Stock Exchange, the Pink Open Market, OTCQB or the OTCQX (or any successors to any of the foregoing).

“Transaction

Documents” means this Agreement, all exhibits thereto and hereto and any other documents or agreements executed in connection

with the transactions contemplated hereunder.

“Transfer

Agent” means Continental Stock Transfer & Trust Company, the current transfer agent of the Company, with a mailing address

of 1 State Street 30th Floor, New York, NY 10004-1571 and an email address of twelch@continentalstock.com, and any successor transfer

agent of the Company.

“Warrant

Shares” means the Ordinary Shares underlying the Pre-Funded Warrants.

ARTICLE II.

PURCHASE AND SALE

2.1 Closing.

On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers, severally

and not jointly, agree to purchase, up to an aggregate of $$25,000,001.60 of Securities. Each Purchaser’s Subscription Amount as

set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement

with the Company or its designee. The Company shall deliver to each Purchaser its respective Securities, and the Company and each Purchaser

shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set

forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer of the Closing documentation. Unless otherwise

directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”)

(i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by

the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement

Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement

Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding anything herein to the contrary, if at any time on or after

the time of execution of this Agreement by the Company and an applicable Purchaser, through, and including the time immediately prior

to the Closing (the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of the Shares

to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Shares”), such Purchaser

shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally

bound to purchase, such Pre-Settlement Shares at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement

Shares to such Purchaser prior to the Company’s receipt of the purchase price of such Pre-Settlement Shares hereunder; and provided

further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser

as to whether or not during the Pre-Settlement Period such Purchaser shall sell any Ordinary Shares to any Person and that any such decision

to sell any Ordinary Shares by such Purchaser shall solely be made at the time such Purchaser elects to effect any such sale, if any.

Notwithstanding anything to the contrary herein and a Purchaser’s Subscription Amount set forth on the signature pages attached

hereto, the number of Shares purchased by a Purchaser (and its Affiliates) hereunder shall not, when aggregated with all other Ordinary

Shares owned by such Purchaser (and its Affiliates) at such time, result in such Purchaser beneficially owning (as determined in accordance

with Section 13(d) of the Exchange Act) in excess of 9.99% of the then issued and outstanding Ordinary Shares outstanding at the Closing

(the “Beneficial Ownership Maximum”), and such Purchaser’s Subscription Amount, to the extent it would otherwise

exceed the Beneficial Ownership Maximum immediately prior to the Closing, shall be conditioned upon the issuance of Shares at the Closing

to the other Purchasers signatory hereto. To the extent that a Purchaser’s beneficial ownership of the Shares would otherwise be

deemed to exceed the Beneficial Ownership Maximum, such Purchaser’s Subscription Amount shall automatically be reduced as necessary

in order to comply with this paragraph.

2.2 Deliverables.

(a) On

or prior to the Closing Date (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following:

(i) on

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

(ii) on

the date hereof, an executed certificate of the Company’s Chief Financial Officer, in form and substance satisfactory to the Placement

Agent;

(iii) the

legal opinions of Company Counsel, including without limitation, a negative assurance letter, and Gowlings WLG, Canadian counsel for the

Company, in form and substance reasonably satisfactory to the Placement Agent and Purchasers;

(iv) the

Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer;

(v) a

copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository

Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s Subscription

Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser;

(vi) the

duly executed Lock-Up Agreements;

(vii) a

cold comfort letter from the Auditor addressed to the Placement Agent, in a form and substance reasonably satisfactory in all respects

to the Placement Agent;

(viii) the

Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act); and

(ix) for

each Purchaser of Pre-Funded Warrants, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of Ordinary

Shares equal to the portion of such Purchaser’s Subscription Amount applicable to the Pre-Funded Warrant divided by the Per Share

Purchase Price minus $0.001, with an exercise price equal to $0.001, subject to adjustment as provided therein.

(b) On

or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, as applicable, the following:

(i) this

Agreement duly executed by such Purchaser; and

(ii) such

Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company

or its designee.

2.3 Closing

Conditions.

(a) The

obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:

(i) the

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

Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case

they shall be accurate (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date);

(ii) all

obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed;

and

(iii) the

delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement.

(b) The

respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:

(i) the

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

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

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

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

(ii) all

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

(iii) the

delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;

(iv) there

shall have been no Material Adverse Effect with respect to the Company;

(v) from

the date hereof to the Closing Date, trading in Ordinary Shares shall not have been suspended by the Commission or the Company’s

principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall

not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such

service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities

nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude

in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser,

makes it impracticable or inadvisable to purchase the Securities at the Closing;

(vi) from

the date hereof to the Closing Date, no domestic or international event or act or occurrence shall have materially disrupted, or in the

reasonable judgment of the Placement Agent will in the immediate future materially disrupt, general securities markets in the United States;

(vii) from

the date hereof to the Closing Date, the Company shall not 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 has been insured, that will, in the reasonable judgment

of the Placement Agent, make it inadvisable to proceed with transactions contemplated hereby; and

(viii) no

fewer than 56,377,283 Ordinary Shares the Company will have been issued and outstanding, and all such issued and outstanding Ordinary

Shares shall have been issued prior to or contemporaneously with the issuance of the Securities to the Purchasers.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES

3.1 Representations

and Warranties of the Company. Except as disclosed in the SEC filings, the Company hereby makes the following representations and

warranties to each Purchaser:

(a) Subsidiaries.

All of the direct and indirect subsidiaries of the Company are set forth in Exhibit 21 to its most recent Annual Report on Form 10-K.

The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any

Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable

and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, all other references

to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

(b) Organization

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

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

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

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

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

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

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

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

effect on the results of 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 (iii), 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 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, a committee of the Board of Directors, or the Company’s stockholders

in connection herewith or therewith, in each case, other than in connection with the Required Approvals. This Agreement and each other

Transaction Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered

in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the

Company in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization,

moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating

to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution

provisions may be limited by applicable law.

(d) No

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

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

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

incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with

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

of the Company or any Subsidiary, or give to others any rights of termination, amendment, anti-dilution or similar adjustments, acceleration

or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing

a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property

or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the receipt of the Required Approvals, conflict with

or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental

authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any

property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could

not have or reasonably be expected to result in a Material Adverse Effect.

(e) Filings,

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

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

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

to Section 4.3 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(s) or notifications,

as applicable, to each applicable Trading Market for the listing of the Shares and the Warrant Shares for trading thereon in the time

and manner required thereby and (iv) such other filings as are required to be made under applicable state securities laws (collectively,

the “Required Approvals”).

(f) Issuance

of the Securities; Registration. The Shares and the Warrant Shares are duly authorized and, when issued and paid for in accordance

with the applicable Transaction Documents (and in accordance with the applicable Pre-Funded Warrant, as the case may be), will be duly

and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Pre-Funded Warrants are duly

authorized and binding obligations of the Company under the law of the jurisdiction governing the Warrants, and when issued in accordance

with this Agreement, will be validly issued and free and clear of all Liens imposed by the Company. The Company has reserved and will

keep available from its duly authorized but unissued capital stock, and at all times will have sufficient authorized but unissued capital

stock to accommodate the maximum number of Ordinary Shares issuable pursuant to this Agreement and the Pre-Funded Warrants. The Company

has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on March

25, 2025 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have

been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing

or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by

the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission.

The Company, if required by the rules and regulations of the Commission, shall file the Prospectus with the Commission pursuant to Rule

424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing

Date, the Registration Statement and any amendments thereto conformed and will conform in all material respects to the requirements of

the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required

to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and any amendments or supplements

thereto, at the time the Prospectus or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform

in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material

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

they were made, not misleading. The Company was at the time of the filing of the Registration Statement eligible to use Form S-3. The

Company is eligible to use Form S-3 under the Securities Act and it meets the requirements set forth in General Instruction I.B.1 of Form

S-3.

(g) Capitalization.

The SEC Reports (as defined below) set forth the capitalization of the Company as of the date set forth therein. 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 Ordinary Shares to employees pursuant to the Company’s

employee stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Equivalents outstanding as of the date

of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of

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

in the SEC Reports, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever

relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right

to subscribe for or acquire, any Ordinary Shares 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 Ordinary Shares or Ordinary Share Equivalents

or capital stock of any Subsidiary. The issuance and sale of the Shares will not obligate the Company or any Subsidiary to issue Ordinary

Shares or other securities to any Person (other than the Purchasers). There are no outstanding securities or instruments of the Company

or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon

an issuance of securities by the Company or any Subsidiary. 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. 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.

(h) SEC

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

to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the

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

foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and

the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received

a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their

respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act,

as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material

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

they were made, not misleading. The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements

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

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

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

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

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

its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended,

subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

(i) Material

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

the SEC Reports, except as disclosed in the SEC Reports, (i) there has been no event, occurrence or development that has had or

that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent

or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice

and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings

made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend

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

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

to existing Company stock option plans. The Company does not have under review by the Commission any documents that contained redactions

and a request for confidentially of certain provisions contained therein. Except for the issuance of the Securities contemplated by this

Agreement or as disclosed in the SEC Reports, no event, liability, fact, circumstance, occurrence or development has occurred or

exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, prospects,

properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities

laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date

that this representation is made.

(j) Litigation.

Except as disclosed in the SEC Reports, there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or,

to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before

or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign)

(collectively, an “Action”). None of the Actions disclosed is the SEC Reports, (i) adversely affects or challenges

the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable

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

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

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

any investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission

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

under the Exchange Act or the Securities Act. As of the date hereof, there are not any currently outstanding comments from the Commission

with respect to any of the SEC Reports.

(k) Labor

Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company.

None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship

with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement,

and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company,

no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment

contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement

or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject

the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. 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.

(l) Compliance.

Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been waived

that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or

any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement

or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default

or violation has been waived), (ii) is in violation of any judgment, decree or order of any court, arbitrator or other governmental authority

or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation

all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality

and safety and employment and labor matters.

(m) Environmental

Laws. (A) the Company is not in violation of any federal, state, local or foreign statute, law, rule, regulation, ordinance, code,

policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative order,

consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient

air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating

to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum

or petroleum products, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture,

processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental

Laws”), (B) the Company has all permits, authorizations and approvals required under any applicable Environmental Laws and is

in compliance with their requirements, (C) there are no pending or, to the Company’s knowledge, threatened administrative, regulatory

or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigations or proceedings

relating to any Environmental Law against the Company, and (D) to the Company’s knowledge, there are no events or circumstances

that would reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private

party or governmental body or agency, against or affecting the Company relating to Hazardous Materials or any Environmental Laws.

(n) Regulatory

Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal,

state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports, except

where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (“Material

Permits”), and the Company and its Subsidiaries are not aware of the occurrence of any event which allows, or after notice or

lapse of time would allow, revocation or modification of any Material Permit.

(o) Title

to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them and good

and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each

case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not materially interfere

with the use made and proposed to be made of such property by the Company and the Subsidiaries and (ii) Liens for the payment of federal,

state or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP and, the payment of which is neither

delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by

them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance.

(p) Intellectual

Property. The Company and the Subsidiaries have, or have rights to use all licenses, all patents, trademarks, service marks, trade

names, copyrights, software and design licenses, trade secrets, manufacturing processes, other intangible property rights and know-how

as are necessary or required for use in connection with their respective businesses as described in the SEC Reports (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. Neither the Company nor any Subsidiary has received, since the

date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge

that the Intellectual Property Rights violate or infringe upon the rights of any Person. 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.

(q) Insurance.

The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such

amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited

to, directors and officers insurance coverage at least equal to $5,000,000. Neither the Company nor any Subsidiary has any reason to believe

that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from

similar insurers as may be necessary to continue its business without a significant increase in cost.

(r) Transactions

With Affiliates and Employees. Except as disclosed in the SEC Reports, none of the officers or directors of the Company or any Subsidiary

and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with

the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other

arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, providing

for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director or such employee

or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is

an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other than for (i) payment of salary

or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits,

including stock option agreements under any stock option plan of the Company.

(s) Sarbanes-Oxley;

Internal Accounting Controls. The Company and the Subsidiaries are in compliance with any and all applicable requirements of the

Sarbanes-Oxley Act of 2002, as amended, that are effective as of the date hereof, and any and all applicable rules and regulations promulgated

by the Commission thereunder that are effective as of the date hereof and as of the Closing Date. The Company and the Subsidiaries maintain

a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance

with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial

statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with

management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets

at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have established

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

designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it

files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s

rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of

the Company and the Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act

(such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange

Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations

as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as

such term is defined in the Exchange Act) of the Company and its Subsidiaries that have materially affected, or is reasonably likely

to materially affect, the internal control over financial reporting of the Company and its Subsidiaries.

(t) Certain

Fees. Except for fees payable by the Company to the Placement Agent, no brokerage or finder’s fees or commissions are or will

be payable by the Company or any Subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment banker,

bank or other Person with respect to the transactions contemplated by the Transaction Documents. The Purchasers shall have no obligation

with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section

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

(u) Investment

Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities and the application

of the proceeds thereof, will not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company

Act of 1940, as amended. The Company shall conduct its business in a manner so that it will not become an “investment company”

subject to registration under the Investment Company Act of 1940, as amended.

(v) Registration

Rights. No Person has any right to cause the Company or any Subsidiary to effect the registration under the Securities Act of any

securities of the Company or any Subsidiary.

(w) Listing

and Maintenance Requirements. The Ordinary Shares are registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company

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

Shares under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating such registration.

As of the date hereof, trading in the Ordinary Shares has not been suspended or delisted by the Commission or any Trading Market. Except

as disclosed in the SEC Reports, the Company has not, in the 12 months preceding the date hereof, received notice from any Trading Market

on which the Ordinary Shares are or have been listed or quoted to the effect that the Company is not in compliance with the listing or

maintenance requirements of such Trading Market, except for any such noncompliance which has been subsequently cured. The Company is,

and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance

requirements. The Ordinary Shares are currently eligible for electronic transfer through the Depository Trust Company or another established

clearing corporation and the Company is current in payment of the fees to the Depository Trust Company (or such other established clearing

corporation) in connection with such electronic transfer.

(x) Application

of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable

any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar

anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state

of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations

or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of

the Securities and the Purchasers’ ownership of the Securities.

(y) Disclosure.

Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms

that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information

that it believes constitutes or might constitute material, non-public information which is not otherwise disclosed in the Prospectus Supplement.

The Company understands and confirms that the Purchasers will rely on the foregoing representation in effecting transactions in securities

of the Company. All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company and its Subsidiaries,

their respective businesses and the transactions contemplated hereby is true and correct and does not contain any untrue statement of

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

under which they were made, not misleading. The press releases disseminated by the Company during the twelve months preceding the date

of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact required to

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

when made, not misleading. The Company acknowledges and agrees that no Purchaser makes or has made any representations or warranties with

respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof.

(z) No

Integrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, neither

the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales

of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to be

integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market on

which any of the securities of the Company are listed or designated.

(aa) Solvency.

Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt by the Company

of the proceeds from the sale of the Securities hereunder, (i) the fair saleable value of the Company’s assets exceeds the amount

that will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including known contingent

liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital to carry on its business as

now conducted and as proposed to be conducted including its capital needs taking into account the particular capital requirements of the

business conducted by the Company, consolidated and projected capital requirements and capital availability thereof, and (iii) the current

cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after taking into

account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when such amounts

are required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account

the timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of any facts or circumstances

which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction

within one year from the Closing Date. The SEC Reports set forth all outstanding secured and unsecured Indebtedness of the Company or

any Subsidiary, or for which the Company or any Subsidiary has commitments. For the purposes of this Agreement, “Indebtedness”

means (x) any liabilities for borrowed money or amounts owed in excess of $50,000 (other than trade accounts payable incurred in the ordinary

course of business), (y) all guaranties, endorsements and other contingent obligations in respect of indebtedness of others, whether or

not the same are or should be reflected in the Company’s consolidated balance sheet (or the notes thereto), except guaranties by

endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (z) the

present value of any lease payments in excess of $50,000 due under leases required to be capitalized in accordance with GAAP. Neither

the Company nor any Subsidiary is in default with respect to any Indebtedness.

(bb) Tax Status.

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

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

franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all taxes and other

governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations

and (iii) has set aside on its books provision reasonably adequate for the payment of all material taxes for periods subsequent to the

periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the

taxing authority of any jurisdiction, and the officers of the Company or of any Subsidiary know of no basis for any such claim.

(cc) Foreign

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

person acting on behalf of the Company or any Subsidiary, has (i) directly or indirectly, used any funds for unlawful contributions,

gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to

foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds,

(iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person acting on its behalf of

which the Company is aware) which is in violation of law, or (iv) violated in any material respect any provision of FCPA.

(dd) Accountants.

The Company’s accounting firm is MNP LLP. To the knowledge and belief of the Company, such accounting firm (i) is a registered public

accounting firm as required by the Exchange Act and (ii) shall express its opinion with respect to the financial statements included in

the Company’s Annual Report for the fiscal year ending May 31, 2026.

(ee)  Acknowledgment

Regarding Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each of the Purchasers is acting solely

in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated thereby.

The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similar capacity)

with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by any Purchaser or any of their

respective representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely

incidental to the Purchasers’ purchase of the Securities. The Company further represents to each Purchaser that the Company’s

decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the transactions

contemplated hereby by the Company and its representatives.

(ff) Acknowledgment

Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere

herein to the contrary notwithstanding (except for Sections 3.2 (f) and 4.12 hereof), it is understood and acknowledged by the Company

that: (i) none of the Purchasers has been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling,

long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold

the Securities for any specified term; (ii) past or future open market or other transactions

by any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the

closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded

securities; (iii) any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser is a party,

directly or indirectly, presently may have a “short” position in the Ordinary Shares, and (iv) each Purchaser shall not be

deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction.

The Company further understands and acknowledges that (y) one or more Purchasers may engage in hedging activities at various times

during the period that the Securities are outstanding including, without limitation, during the periods that the value of the Warrant

Shares deliverable with respect to Securities are being determined, and (z) such hedging activities (if any) could reduce the value of

the existing stockholders' equity interests in the Company at and after the time that the hedging activities are being conducted.

The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

(gg) Regulation

M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly,

any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate

the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any

of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities

of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Placement Agent in connection with the placement

of the Securities.

(hh) Stock

Option Plans. Each stock option granted by the Company under the Company’s stock option plan was granted (i) in accordance with

the terms of the Company’s stock option plan and (ii) with an exercise price at least equal to the fair market value of the Ordinary

Shares 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.

(ii) Cybersecurity.

(i)(x) There has been no security breach or other compromise of or relating to any of the Company’s or any Subsidiary’s information

technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers,

vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”)

and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would reasonably

be expected to result in, any security breach or other compromise to its IT Systems and Data; (ii) the Company and the Subsidiaries are

presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator

or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems

and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification; (iii) the

Company and the Subsidiaries have implemented and maintained commercially reasonable safeguards to maintain and protect its confidential

information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the

Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices.

(jj) Office

of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company's knowledge, any director, officer, agent, employee

or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign Assets

Control of the U.S. Treasury Department (“OFAC”).

(kk) Compliance

with Sanction Laws. None of the Company, any of its Subsidiaries or, to the knowledge of the Company, any directors, officers or

employees of the Company or any of its Subsidiaries or any agent, affiliate or other person associated with or acting on behalf of the

Company or any of its Subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government,

(including, without limitation, OFAC or the U.S. Department of State and including, without limitation, the designation as a “specially

designated national” or “blocked person”), the United Nations Security Council, the European Union, the Office of Financial

Sanctions Implementation of the United Kingdom of Great Britain and Northern Ireland (OFSI) or other relevant sanctions authority (collectively,

“Sanctions”), nor is the Company or any of its Subsidiaries located, organized or resident in a country or territory

that is the subject or target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine,

the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic (each, a “Sanctioned Country”);

and the Company will not directly or indirectly use the proceeds of the transactions contemplated herein, or lend, contribute or otherwise

make available such proceeds to any Subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities

of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund

or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by

any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions.

For the past three years, the Company has not knowingly engaged in and is not now knowingly engaged in any dealings or transactions with

any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

(ll) U.S.

Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning

of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

(mm) 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 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.

(nn) Money

Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable

financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable

money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”),

and no Action or Proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or

any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any Subsidiary, threatened.

(oo) Shares

Outstanding. As of the date hereof, the Company has 56,377,283 Ordinary Shares outstanding.

3.2 Representations

and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the

date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate

as of such date):

(a) Organization;

Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing

under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership limited liability company

or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise

to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by such

Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate, partnership,

limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a

party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute

the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited

by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application

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

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

law.

(b) Understandings

or Arrangements. Such Purchaser is acquiring the Securities as principal for its own account and has no direct or indirect arrangement

or understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty

not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with

applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business.

Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each date on which

it exercises any Pre-Funded Warrants it will be, an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7),

(a)(8) (so long as such entity is composed exclusively of qualified institutional buyers, as defined in Securities Act Rule 144A), (a)(9),

(a)(12), or (a)(13) under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the

Securities Act and a sophisticated or professional investor under sections 708(8) and 708(11) of the Corporations Act.

(d) Experience

of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience

in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities,

and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment in the

Securities and, at the present time, is able to afford a complete loss of such investment.

(e) Access

to Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits

thereto) and the SEC Reports and has been afforded, (i) the opportunity to ask such questions as it has deemed necessary of, and to receive

answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and

risks of investing in the Securities; (ii) access to information about the Company and its financial condition, results of operations,

business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain

such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make

an informed investment decision with respect to the investment. Such Purchaser acknowledges and agrees that neither the Placement

Agent nor any Affiliate of the Placement Agent has provided such Purchaser with any information or advice with respect to the Securities

nor is such information or advice necessary or desired. Neither the Placement Agent nor any Affiliate has made or makes any representation

as to the Company or the quality of the Securities and the Placement Agent and any Affiliate may have acquired non-public information

with respect to the Company which such Purchaser agrees need not be provided to it. In connection with the issuance of the Securities

to such Purchaser, neither the Placement Agent nor any of its Affiliates has acted as a financial advisor or fiduciary to such Purchaser.

(f) Certain

Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor has

any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchases or

sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser first

received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material pricing

terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing,

in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of

such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers

managing other portions of such Purchaser’s assets, the representation set forth above shall only apply with respect to the portion

of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other

than to other Persons party to this Agreement or to such Purchaser’s representatives, including, without limitation, its officers,

directors, partners, legal and other advisors, employees, agents and Affiliates, such Purchaser has maintained the confidentiality of

all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding

the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions,

with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.

The Company acknowledges and

agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on

the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any

other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation

of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute

a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or

similar transactions in the future.

ARTICLE IV.

OTHER AGREEMENTS OF THE PARTIES

4.1 Furnishing

of Information. Until the time that no Purchaser owns Shares or Warrant Shares, the Company covenants to maintain the registration

of the Ordinary Shares under Section 12(b) or 12(g) of the Exchange Act and timely file (or obtain extensions in respect thereof and file

within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act

even if the Company is not then subject to the reporting requirements of the Exchange Act.

4.2 Integration.

The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section

2 of the Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of

any Trading Market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval

is obtained before the closing of such subsequent transaction.

4.3 Securities

Laws Disclosure; Publicity. The Company shall (a) by the Disclosure Time, issue a press release disclosing the material terms of the

transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto and

all material non-public information concerning the Company disclosed to the Purchasers, with the Commission within the time required by

the Exchange Act. From and after the issuance of such press release, the Company represents to the Purchasers that it shall have publicly

disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its Subsidiaries, or any of

their respective officers, directors, employees, Affiliates or agents, including, without limitation, the Placement Agent, in connection

with the transactions contemplated by the Transaction Documents. In addition, effective upon the issuance of such press release, the Company

acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between

the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees, Affiliates or agents, including

without limitation, the Placement Agent, on the one hand, and any of the Purchasers or any of their Affiliates on the other hand, shall

terminate and be of no further force or effect. The Company understands and confirms that each Purchaser shall be relying on the foregoing

covenant in effecting transactions in securities of the Company. The Company and each Purchaser shall consult with each other in issuing

any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any

such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release

of any Purchaser, or without the prior consent of the Placement Agent, with respect to any press release of the Company, which consent

shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall

promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company

shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory

agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal securities law in connection

with the filing of final Transaction Documents with the Commission and (b) to the extent such disclosure is required by law or Trading

Market regulations, in which case the Company shall provide the Placement Agent and each Purchaser with prior notice of such disclosure

permitted under this clause (b) and reasonably cooperate with such Purchaser regarding such disclosure.

4.4 Shareholder

Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any Purchaser

is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distribution

under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser

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

or under any other agreement between the Company and the Purchasers.

4.5 Non-Public

Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents,

which shall be disclosed pursuant to Section 4.3, the Company covenants and agrees that neither it, nor any other Person acting on its

behalf will provide any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes,

material non-public information, unless prior thereto such Purchaser shall have consented in writing to the receipt of such information

and agreed in writing with the Company to keep such information confidential. The Company understands and confirms that each Purchaser

shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company, any

of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates delivers any material, non-public

information to a Purchaser without such Purchaser’s consent, the Company hereby covenants and agrees that such Purchaser shall not

have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates

or agents, including, without limitation, the Placement Agent, or a duty to the Company, any of its Subsidiaries or any of their respective

officers, directors, employees, Affiliates or agents including, without limitation, the Placement Agent, not to trade on the basis of,

such material, non-public information, provided that the Purchaser shall remain subject to applicable law. To the extent that any notice

provided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any

Subsidiaries, the Company shall simultaneously with the delivery of such notice file such notice with the Commission pursuant to a Current

Report on Form 8-K. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions

in securities of the Company.

4.6 Use

of Proceeds. The Company shall use the net proceeds from the sale of the Securities hereunder for the purposes set forth in the Prospectus

Supplement of for working capital purposes and shall not use such proceeds: (a) for the satisfaction of any portion of the Company’s

debt (other than payment of trade payables in the ordinary course of the Company’s business and prior practices), (b) for the redemption

of any Ordinary Shares or Ordinary Share Equivalents, (c) for the settlement of any outstanding litigation or (d) in violation of FCPA

or OFAC regulations.

4.7 Indemnification

of Purchasers. Subject to the provisions of this Section 4.7, the Company will indemnify and hold each Purchaser and its directors,

officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person

holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning

of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners

or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such

title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses,

liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court

costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of

or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement

or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their

respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser Party, with respect to any of the transactions

contemplated by the Transaction Documents (unless such action is solely based upon a material breach of such Purchaser Party’s representations,

warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such

stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which

is finally judicially determined to constitute fraud, gross negligence or willful misconduct. If any action shall be brought against any

Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the

Company in writing, and, the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable

to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the

defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i)

the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period

of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel a material

conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Company

shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to

any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s prior written

consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage

or liability is attributable to any Purchaser Party’s breach of any of the representations, other Transaction Documents. The indemnification

required by this Section 4.7 shall be made by periodic payments of the amount thereof during the course of the investigation or defense,

as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action

or similar right of any Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

4.8 Listing

of Ordinary Shares and Warrant Shares. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Ordinary

Shares on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote

all of the Shares and Warrant Shares on such Trading Market and promptly secure the listing of all of the Shares and Warrant Shares on

such Trading Market. The Company further agrees, if the Company applies to have the Ordinary Shares traded on any other Trading Market,

it will then include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause

all of the Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then

take all action reasonably necessary to continue the listing and trading of its Ordinary Shares on a Trading Market and will comply in

all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company

agrees to maintain the eligibility of the Ordinary Shares for electronic transfer through the Depository Trust Company or another established

clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established

clearing corporation in connection with such electronic transfer.

4.9 Reservation

of Ordinary Shares. 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 Ordinary Shares for the purpose of enabling the Company to issue Ordinary

Shares pursuant to any exercise of the Pre-Funded Warrants.

4.10 Securities.

The Securities shall be issued free of legends.

4.11 Subsequent

Equity Sales.

(a) From

the date hereof until 45 days after the Closing Date, without the prior written consent of the Purchasers, neither the Company nor any

Subsidiary shall (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any Ordinary Shares or

Ordinary Share Equivalents or (ii) file any registration statement or amendment or supplement thereto, other than the Prospectus Supplement

or filing a registration statement on Form S-8 in connection with any employee benefit plan.

(b) Notwithstanding

the foregoing, this Section 4.10 shall not apply in respect of an Exempt Issuance.

4.12 Equal

Treatment of Purchasers. No consideration (including any modification of any Transaction Document) shall be offered or paid to any

Person to amend or consent to a waiver or modification of any provision of the Transaction Documents unless the same consideration is

also offered to all of the parties to such Transaction Document. The Company hereby represents and warrants that, as of the date hereof,

no side letter, agreement, understanding or arrangement (whether written or oral) exists between the Company (or any of its affiliates)

and any Purchaser (or any of its affiliates) relating to the transactions contemplated by the Transaction Documents, other than the Transaction

Documents themselves, and the Company covenants that it shall not enter into any such side letter, agreement, understanding or arrangement

with any Purchaser without complying with this Section. For clarification purposes, this provision constitutes a separate right granted

to each Purchaser by the Company and negotiated separately by each Purchaser, and is intended for the Company to treat the Purchasers

as a class and shall not in any way be construed as the Purchasers acting in concert or as a group with respect to the purchase, disposition

or voting of Shares or otherwise.

4.13 Certain Transactions

and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it nor any Affiliate

acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales of any of the

Company’s securities during the period commencing with the execution of this Agreement and ending at such time that the transactions

contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.3.

Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated

by this Agreement are publicly disclosed by the Company pursuant to the initial press release as described in Section 4.3, such Purchaser

will maintain the confidentiality of the existence and terms of this transaction and all disclosures made in connection with this transaction

(other than as disclosed to its legal and other representatives). Notwithstanding the foregoing, and notwithstanding anything contained

in this Agreement to the contrary, the Company expressly acknowledges and agrees that (i) no Purchaser makes any representation, warranty

or covenant hereby that it will not engage in effecting transactions in any securities of the Company after the time that the transactions

contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.3, (ii) no

Purchaser shall be restricted or prohibited from effecting any transactions in any securities of the Company in accordance with applicable

securities laws from and after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to

the initial press release as described in Section 4.3 and (iii) no Purchaser shall have any duty of confidentiality or duty not to trade

in the securities of the Company to the Company, any of its Subsidiaries, or any of their respective officers, directors, employees,

Affiliates or agent, including without limitation, the Placement Agent, after the issuance of the initial press release as described

in Section 4.3. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate

portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the

investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the covenant set forth

above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase

the Securities covered by this Agreement.

4.14 Capital

Changes. Until the one year anniversary of the Closing Date, the Company shall not undertake a reverse or forward stock split or reclassification

of the Ordinary Shares without the prior written consent of the Purchasers holding a majority in interest of the Shares other than a reverse

stock split that is required, in the good faith determination of the Board of Directors, to maintain the listing of the Ordinary Shares

on the Trading Market.

4.15 Lock-Up

Agreements. The Company shall not amend, modify, waive or terminate any provision of any of the Lock-Up Agreements except to extend

the term of the lock-up period and shall enforce the provisions of each Lock-Up Agreement in accordance with its terms. If any party to

a Lock-Up Agreement breaches any provision of a Lock-Up Agreement, the Company shall promptly use its best efforts to seek specific performance

of the terms of such Lock-Up Agreement.

4.16 Acknowledgment

of Dilution. The Company acknowledges that the issuance of the Securities may result in dilution of

the outstanding Ordinary Shares, which dilution may be substantial under certain market conditions. The Company further acknowledges

that its obligations under the Transaction Documents, including, without limitation, its obligation to issue the Shares and the Warrant

Shares pursuant to the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay

or reduction, regardless of the effect of any such dilution or any claim the Company may have against any Purchaser and regardless of

the dilutive effect that such issuance may have on the ownership of the other shareholders of the Company.

4.17 Exercise

Procedures. The form of Notice of Exercise included in the Pre-Funded Warrants set forth the totality of the procedures required of

the Purchasers in order to exercise the Pre-Funded Warrants. No additional legal opinion, other information or instructions shall be required

of the Purchasers to exercise their Pre-Funded Warrants. Without limiting the preceding sentences, 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 form be required

in order to exercise the Pre-Funded Warrants. The Company shall honor exercises of the Pre-Funded Warrants and shall deliver Warrant Shares

in accordance with the terms, conditions and time periods set forth in the Transaction Documents.

ARTICLE V.

MISCELLANEOUS

5.1 Termination.

This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever

on the obligations between the Company and the other Purchasers, by written notice to the other parties hereto, if the Closing has not

been consummated on or before the fifth (5th) Trading Day following the date hereof; provided, however, that

no such termination will affect the right of any party to sue for any breach by any other party (or parties).

5.2 Fees and Expenses.

Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and expenses of its advisers,

counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation,

execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees (including, without limitation,

any fees required for same-day processing of any instruction letter delivered by the Company), stamp taxes and other taxes and duties

levied in connection with the delivery of any Securities to the Purchasers.

5.3 Entire

Agreement. The Transaction Documents, together with the exhibits thereto, the Prospectus and the Prospectus Supplement, contain the

entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings,

oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents and exhibits.

5.4 Notices.

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

be deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication is delivered via email

attachment at each of the email addresses as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York City

time) on a Trading Day, (b) the next Trading Day after the time of transmission, if such notice or communication is delivered via email

attachment at each of the email addresses as set forth on the signature pages attached hereto on a day that is not a Trading Day or later

than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing, if

sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to

be given. The addresses for such notices and communications shall be as set forth on the signature pages attached hereto.

5.5 Amendments;

Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in

the case of an amendment, by the Company and Purchasers which purchased at least 50.1% in interest of the Securities, assuming the full

exercise of the Pre-Funded Warrants, based on the initial Subscription Amounts hereunder (or, prior to the Closing, the Company and each

Purchaser) or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought, provided that if

any amendment, modification or waiver disproportionately and adversely impacts a Purchaser (or multiple Purchasers), the consent of each

such disproportionately impacted Purchaser (or multiple Purchasers) shall also be required. No waiver of any default with respect to any

provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent

default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise

any right hereunder in any manner impair the exercise of any such right. Any proposed amendment or waiver that disproportionately, materially

and adversely affects the rights and obligations of any Purchaser relative to the comparable rights and obligations of the other Purchasers

shall require the prior written consent of such adversely affected Purchaser. Any amendment effected in accordance with this Section 5.5

shall be binding upon each Purchaser and holder of Securities and the Company.

5.6 Headings.

The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any

of the provisions hereof.

5.7 Successors

and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns.

The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of each Purchaser (other

than by merger). Any Purchaser may assign any or all of its rights under this Agreement to any Person to whom such Purchaser assigns or

transfers any Securities, provided that such transferee agrees in writing to be bound, with respect to the transferred Securities, by

the provisions of the Transaction Documents that apply to the “Purchasers.”

5.8 No Third-Party

Beneficiaries. The Placement Agent shall be the third party beneficiary of the representations and warranties of the Company in Section

3.1 and the representations and warranties of the Purchasers in Section 3.2. This Agreement is intended for the benefit of the parties

hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced

by, any other Person, except as otherwise set forth in Section 4.7 and this Section 5.8.

5.9 Governing

Law. All questions concerning the construction, validity, enforcement and interpretation of each of the Transaction Documents shall

be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles

of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense of the

transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective

affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and

federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal

courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or

with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents),

and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the

jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party

hereby irrevocably waives personal service of process and consents to process being served in any such Action or Proceeding by mailing

a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect

for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice

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

If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations

of the Company under Section 4.7, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for

its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such

Action or Proceeding.

5.10 Survival.

The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.

5.11 Execution.

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

and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that

the parties need not sign the same counterpart. In the event that any signature is delivered by e-mail delivery of a “.pdf”

format data file (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act,

the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com), 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

“.pdf” signature page were an original thereof.

5.12 Severability.

If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,

void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force

and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts

to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision,

covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining

terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

5.13 Rescission

and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of

the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and

the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may rescind or withdraw,

in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part

without prejudice to its future actions and rights; provided, however, that in the case of a rescission by a Purchaser of an exercise

of a Pre-Funded Warrant, such Purchaser shall be required to return any Warrant Shares subject to any such rescinded exercise notice concurrently

with the return to such Purchaser of the aggregate exercise price paid to the Company for such Warrant Shares and the restoration of such

Purchaser’s right to acquire such Warrant Shares pursuant to such Purchaser’s Pre-Funded Warrant (including, if applicable,

issuance of a replacement Pre-Funded Warrant evidencing such restored right).

5.14 Replacement

of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company shall

issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of

and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of

such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable

third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.

5.15 Remedies.

In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Purchasers

and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may

not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and hereby

agree to waive and not to assert in any Action for specific performance of any such obligation the defense that a remedy at law would

be adequate.

5.16 Payment

Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document or a Purchaser

enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part

thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required

to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including, without

limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such restoration

the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such

payment had not been made or such enforcement or setoff had not occurred.

5.17 Independent

Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document are several and

not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance or non-performance

of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any other Transaction Document,

and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association,

a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group

with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser shall be entitled to independently

protect and enforce its rights including, without limitation, the rights arising out of this Agreement or out of the other Transaction

Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any Proceeding for such purpose.

Each Purchaser has been represented by its own separate legal counsel in its review and negotiation of the Transaction Documents. For

reasons of administrative convenience only, each Purchaser and its respective counsel have chosen to communicate with the Company through

Placement Agent Counsel. Placement Agent Counsel does not represent any of the Purchasers and only represents the Placement Agent. The

Company has elected to provide all Purchasers with the same terms and Transaction Documents for the convenience of the Company and not

because it was required or requested to do so by any of the Purchasers. It is expressly understood and agreed that each provision contained

in this Agreement and in each other Transaction Document is between the Company and a Purchaser, solely, and not between the Company and

the Purchasers collectively and not between and among the Purchasers.

5.18 Saturdays,

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

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

5.19 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 Ordinary Shares 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 Ordinary Shares that occur after the date of this Agreement.

5.20 WAIVER

OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH

KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY

WAIVES FOREVER TRIAL BY JURY.

(Signature Pages Follow)

IN WITNESS WHEREOF, the parties

hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first

indicated above.

New Horizon

Aircraft Ltd.

By:

Address for Notice:

Name:

Brandon Robinson

New Horizon Aircraft Ltd.

Title:

Chief Executive Officer

3187 Highway 35, Lindsay

Ontario, K9V 4R1

Attention: E. Brandon Robinson

Email: brandon@horizonaircraft.com

With a copy to (which shall not constitute notice):

Nelson Mullins Riley & Scarborough LLP

901 15th Street NW, Suite 1200

Washington, DC 20005

Attention: Peter Strand

Email: Peter.strand@nelsonmullins.com

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGE FOR PURCHASER FOLLOWS]

[PURCHASER SIGNATURE PAGES TO SECURITIES PURCHASE

AGREEMENT]

IN WITNESS WHEREOF, the undersigned

have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated

above.

Name of Purchaser: ________________________________________________________

Signature of Authorized Signatory of Purchaser:

_________________________________

Name of Authorized Signatory: _______________________________________________

Title of Authorized Signatory: ________________________________________________

Email Address of Authorized Signatory: _________________________________________

Address for Notice to Purchaser:

_________________________________________

Address for Delivery of Shares to Purchaser (if not same as address

for notice):

_________________________________________

Subscription Amount: $_________________

Shares: _________________

Pre-Funded Warrants: _________________

EIN Number: ____________________

☐ Notwithstanding anything contained

in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth

in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities

to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur on the

second (2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this

Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any

agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be

an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or

the like or purchase price (as applicable) to such other party on the Closing Date.

EXHIBIT A

Form of

Lock-Up Agreement

(Attached)

EXHIBIT B

Form of

Pre-Funded Warrants

(Attached)

EX-99.1 — PRESS RELEASE, DATED MAY 26, 2026

EX-99.1

Filename: ea029213101ex99-1.htm · Sequence: 7

Exhibit 99.1

New Horizon Aircraft

Ltd. Announces Pricing of $25 Million Offering of Common Shares

The offering was led

by the Company’s largest existing U.S. institutional shareholders

Toronto, Canada, May 26, 2026 – New Horizon Aircraft Ltd. (“Horizon

Aircraft” or the “Company”) (NASDAQ:HOVR), an advanced aerospace company developing one of the first hybrid-electric Vertical

Takeoff and Landing (VTOL) aircraft, today announced that it has entered into a definitive agreement with certain institutional investors

for the purchase and sale of an aggregate of 9,960,160 Class A Ordinary Shares (“Common Shares”) (or Common Share equivalents).

The offering is expected to result in gross proceeds of approximately $25 million, before deducting offering expenses. The closing of

the offering is expected to occur on or about May 27, 2026, subject to the satisfaction of customary closing conditions. Horizon Aircraft

intends to use the net proceeds from the offering to fully fund the completion of the Cavorite X7 prototype and advance the program toward

testing, certification and commercial production.

“This financing reflects strong continued support from our existing

institutional investors and further validates the strategic significance of Horizon Aircraft’s next-generation aerospace platform,”

said Brandon Robinson, CEO of Horizon Aircraft. “We are now equipped to fully fund completion of our Cavorite X7 prototype and advance

the program toward testing, certification, and commercial production, positioning Horizon Aircraft to advance its differentiated technologies

and continue building a leading aerospace organization focused on disciplined execution and long-term value creation.”

Titan Partners, a division of American Capital Partners, is acting

as the sole placement agent for the offering.

The offering is being made pursuant to a shelf registration statement

on Form S-3 (File No. 333-285000) initially filed with the Securities and Exchange Commission (“SEC”) on February 14, 2025,

and declared effective by the SEC on March 25, 2025 (the “Registration Statement”). The Common Shares (or Common Share equivalents)

are being offered only by means of a prospectus, including a prospectus supplement, forming a part of the effective Registration Statement.

A prospectus supplement and accompanying prospectus relating to, and describing the terms of, the offering will be filed with the SEC

and will be available for free on the SEC’s website at www.sec.gov. Electronic copies of the prospectus supplement and accompanying

prospectus may also be obtained, when available, by contacting Titan Partners Group LLC, a division of American Capital Partners, LLC,

4 World Trade Center, 49th Floor, New York, NY 10007, by phone at (929) 833-1246 or by email at prospectus@titanpartnersgrp.com.

This press release shall not constitute an offer to sell or a solicitation

of an offer to buy any securities, nor shall there be any sale of securities in any state or other jurisdiction in which such offer, solicitation

or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About New Horizon Aircraft Ltd.

Horizon Aircraft (NASDAQ:HOVR) is an advanced aerospace company that

is developing one of the world’s first hybrid-electric VTOL (Vertical Take-Off and Landing) aircraft designed to fly most of its mission

in traditional wing-borne flight, offering industry-leading speed, range, and operational utility. Horizon Aircraft’s unique designs put

the mission first and prioritize safety and performance. Upon successful completion of testing and certification of its full-scale aircraft,

Horizon Aircraft intends to scale unit production to meet expected demand from regional aircraft operators, emergency service providers,

and military customers.

For further information, visit:

Website www.horizonaircraft.com

LinkedIn https://www.linkedin.com/company/horizon-aircraft-inc

On behalf of New Horizon Aircraft Ltd.

Brandon Robinson

Co-Founder and CEO

For further information, contact:

Investors:

Kathryn Burns

ir@horizonaircraft.com

Media:

Edwina Frawley-Gangahar

EFG Media Relations

+44 7580 174672

edwina@efgmediarelations.com

Forward-looking Statements

This press release contains certain “forward-looking statements”

within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and “forward-looking

information” within the meaning of applicable Canadian securities laws (collectively, “forward-looking statements”). These

forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,”

“estimate,” “intend,” “strategy,” “aim,” “future,” “opportunity,” “plan,”

“may,” “should,” “will,” “would,” “target,” “will be,” “will continue,”

“will likely result” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking.

Forward-looking statements herein include, but are not limited to, statements relating to the targeted readiness of the full-scale hybrid

Cavorite X7 eVTOL demonstrator aircraft for initial testing, development priorities and technical milestones; the Cavorite X7’s design

specifications, anticipated operational parameters and projected performance, including assumptions regarding operating costs, fuel consumption,

maintenance costs and utilization rates; funding and liquidity sufficiency and runway; certification and testing plans; and potential

production, partnership, supply chain and market opportunities.

Forward-looking statements are predictions, projections and other statements

about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Actual

results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements

as predictions of future events. Many factors could cause actual future events to differ materially from the forward-looking statements

in this press release, including but not limited to: (i) changes in the markets in which Horizon Aircraft competes, including with respect

to its competitive landscape, technology evolution or regulatory changes; (ii) the risk that Horizon Aircraft will need to raise additional

capital to execute its business plans, which may not be available on acceptable terms or at all; (iii) the lack of useful financial information

for an accurate estimate of future capital expenditures and future revenue; (iv) statements regarding Horizon Aircraft’s industry and

market size; (v) financial condition and performance of Horizon Aircraft, including the condition, liquidity, results of operations, the

products, the expected future performance and market opportunities of Horizon Aircraft; (vi) Horizon Aircraft’s ability to develop, certify,

and manufacture an aircraft that meets its performance expectations; (vii) successful completion of testing and certification of Horizon

Aircraft’s Cavorite X7 eVTOL; (viii) the targeted future production of Horizon Aircraft’s Cavorite X7 aircraft; and (ix) other factors

detailed by us in the Company’s public filings with the SEC and under the Company’s profile on sedarplus.ca, including the disclosures

under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2025, filed with

the SEC and filed under the Company’s profile on sedarplus.ca on August 22, 2025. These filings identify and address other important risks

and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.

Forward-looking statements speak only as of the date they are made.

Readers are cautioned not to put undue reliance on forward-looking

statements, and while the Company may elect to update these forward-looking statements at some point in the future, it assumes no obligation

to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, unless required

by applicable law. Horizon Aircraft does not give any assurance that Horizon Aircraft will achieve its expectations.

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