Form 8-K

8-K — Brightline Interactive, Inc./NV

Accession: 0001493152-26-044067

Filed: 2026-09-24

Period: 2026-09-23

CIK: 0001854445

SIC: 7371 (SERVICES-COMPUTER PROGRAMMING SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-4.1 (ex4-1.htm)

EX-10.1 (ex10-1.htm)

EX-99.1 (ex99-1.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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0001854445

2026-09-23

iso4217:USD

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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): September 23, 2026

BRIGHTLINE

INTERACTIVE, INC.

BRIGHTLINE

INTERACTIVE, INC./NV

(Exact

name of registrant as specified in its charter)

Nevada

001-40556

81-2958271

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

21745 Red Run Drive

Ashburn, VA 20147

(Address of principal executive offices) (Zip Code)

Registrant’s

telephone number, including area code: (703)-594-7496

Check

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

any of the following provisions:

☐

Written

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

☐

Soliciting

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

☐

Pre-commencement

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

☐

Pre-commencement

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

Securities

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

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.001 per share

BTLN

The

Nasdaq Stock Market LLC

Indicate

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

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

Emerging

growth company ☐

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

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

Item 1.01.

Entry into a Material Definitive Agreement.

September 23, 2026, Brightline Interactive, Inc. (the “Company”) entered into securities purchase agreements (the “Purchase

Agreements”) with certain investors (the “Investors”) pursuant to which the Company agreed to sell an aggregate of

1,785,711 units (the “Units”) for $0.70 per Unit, with each Unit being comprised of one share of the Company’s

common stock, par value $0.001 per share (the “Common Stock”), and one warrant (the “Warrant”) exercisable for

one share of Common Stock at an exercise price of $2.00 per share (the “Offering”). The Company received gross proceeds of

$1.25 million in connection with the Offering. The Company intends to use the net proceeds from the Offering to fund current and

future growth initiatives and general working capital. The Purchase Agreements contain customary representations, warranties, covenants

and indemnification obligations of the Company and the Investors. The closing of the Offering is anticipated to take place on September

25, 2026 (the “Closing”).

Subject

to certain ownership limitations described in the Warrants, the Warrants have an exercise price of $2.00 per share of Common Stock (the

“Exercise Price”) and are exercisable beginning on the date of issuance. The Warrants will expire five (5) years from the

Closing. The Exercise Price of the Warrants will be subject to adjustment for stock dividends, stock splits, reverse splits and similar

capital transactions as described in the Warrants, including the previously announced 8-for-1 stock split that will be effective on September

28, 2026. Following that split, the exercise price of the Warrants will be $16.00 for each post-split share. In the event of a fundamental

transaction, as described in the Warrants, the holder thereof will have the right to receive as alternative consideration, for each share

of Common Stock that would have been issuable upon such exercise immediately prior to the occurrence of such fundamental transaction,

the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation,

and any additional consideration receivable upon or as a result of such transaction by a holder of the number of shares of Common Stock

for which the Warrant is exercisable immediately prior to such event. A holder will not have the right to exercise any portion of the

Warrants if the holder (together with its affiliates) would beneficially own in excess of 4.99% (or, at the election of the holder, 9.99%)

of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is

determined in accordance with the terms of the Warrants.

If,

at any time the Warrants are exercisable, the volume-weighted average price of the Common Stock on the Nasdaq Capital Market exceeds

$3.00 (the “Call Price”) for five (5) consecutive trading days, the Company has the option to redeem the outstanding Warrants,

subject to further conditions as described in the Warrants. The Call Price is subject to adjustment for stock dividends, stock splits,

reverse splits and similar capital transactions as described in the Warrants, including the previously announced 8-for-1 stock split

that will be effective on September 28, 2026. Following the split, the Call Price of the Warrants will be $24.00.

Pursuant

to the terms of the Purchase Agreements, within 30 days of the Closing of the Offering, the Company will prepare and file with the Securities

and Exchange Commission (the “SEC”) a registration statement to register the securities underlying the Units, including the

shares of common stock issuable upon exercise of the Warrants and shall use its best efforts to cause such registration statement to

be declared effective by the SEC as soon as practicable.

The

foregoing summary of the Warrants and Purchase Agreements does not purport to be complete and is qualified in its entirety by reference

to the Form of Warrant and Form of Purchase Agreement, copies of which are filed with this Current Report on Form 8-K as Exhibits 4.1

and 10.1, respectively.

Cautionary

Note Regarding Forward-Looking Statements

This

Report contains “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995.

Forward-looking statements in this Report can be identified by the use of forward-looking words or phrases such as “anticipated,”

“intend,” “will,” “would” and “shall” or the negative of these words or other similar

or comparable terms and phrases, although not all forward-looking statements contain these words. Any forward-looking statements in this

Report are based upon the Company’s current plans and strategies and reflect the Company’s current assessment of the risks

and uncertainties related to its business and are made as of the date of this Report. The Company assumes no obligation to update any

forward-looking statements contained in this Report because of new information or future events, developments or circumstances. Such

forward-looking statements are subject to known and unknown risks, uncertainties and assumptions, and if any such risks or uncertainties

materialize or if any of the assumptions prove incorrect, the Company’s actual results could differ materially from those expressed

or implied by such statements. Factors that may cause actual results to differ materially from those contemplated by such forward-looking

statements include, but are not limited to, uncertainties related to market conditions and the satisfaction of customary closing conditions

related to the Offering and the Company’s expectations regarding the use of proceeds therefrom. This list is not exhaustive and

other risks are detailed in the Company’s periodic reports filed with the SEC, including the Company’s most recent Annual

Report on Form 10-K and the Company’s other filings with the Securities and Exchange Commission, which are available at www.sec.gov.

Item

3.02. Unregistered Sales of Equity Securities.

The

offer and sale of the Units to the Investors is being completed in reliance on an exemption from registration under the Securities Act

of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act.

The

information in Item 1.01 above is incorporated by reference into this Item 3.02.

Item

7.01. Regulation FD Disclosure.

September 24, 2026, the Company issued a press release announcing the Offering. A copy of the press release is attached as Exhibit 99.1

to this Current Report on Form 8-K.

The

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

18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under

such section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange

Act.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

4.1

Form of Warrant

10.1

Form of Securities Purchase Agreement, dated September 23, 2026 by and among the Company and the purchasers party thereto

99.1

Press Release, dated September 24, 2026

104

Cover

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

SIGNATURES

Pursuant

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

the undersigned hereunto duly authorized.

BRIGHTLINE

INTERACTIVE, INC.

Date:

September 24, 2026

/s/

Tyler Gates

Name:

Tyler

Gates

Title:

President

and Chief Executive Officer

EX-4.1

Filename: ex4-1.htm · Sequence: 2

Exhibit 4.1

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE

COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,

AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION

STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS

OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE

OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL

INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH

SECURITIES.

FORM

OF COMMON STOCK PURCHASE WARRANT

BRIGHTLINE

INTERACTIVE, INC.

Warrant

Shares: _______

Issue

Date: September [*], 2026

THIS

COMMON STOCK 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 [*], 2026 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City

time) on [*], 2031 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Brightline Interactive,

Inc., a Nevada corporation (the “Company”), up to _______________ shares (as subject to adjustment hereunder, the

“Warrant Shares”) of common stock, $0.001 par value per share, of the Company (the “Common Stock”).

The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Section

1. Definitions. In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated

in this Section 1:

(a)

“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.

(b)

“Bid Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the

Common Stock is then listed or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest

preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading

Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the Common Stock is then listed on OTCQB or OTCQX,

and OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding

date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices

for the Common Stock are then reported on The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting

prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share

of Common Stock as determined by an independent appraiser selected in good faith by the holders of a majority in interest of the Warrants

then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

(c)

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

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

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

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

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

generally are open for use by customers on such day.

(d)

“Commission” means the U.S. Securities and Exchange Commission.

(e)

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

(f)

“Person” means an individual, partnership, corporation, limited liability company, business trust, joint stock company,

trust, incorporated or unincorporated association, joint venture, government (or an agency or subdivision thereof) or any other entity

or organization.

(g)

[Reserved].

(h)

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

(i)

“Securities Purchase Agreement” means that certain securities purchase agreement made as of September 23, 2026 by

and between Brightline Interactive, Inc. and the purchasers party thereto.

(j)

“Trading Day” means any weekday on which the principal Trading Market is normally open for trading.

(k)

“Trading Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for

trading on the date in question: the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock

Exchange, the NYSE American, the OTCQB or the OTCQX (or any successors to any of the foregoing).

(l)

“Transfer Agent” means ClearTrust, LLC, the current transfer agent of the Company, with a mailing address of 16540

Pointe Village Dr., Suite 210, Lutz, Florida 33558 and an email address of inbox@cleartrusttransfer.com, and any successor transfer agent

of the Company.

(m)

“VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common

Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the

nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based

on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the Common Stock is then listed on OTCQB

or OTCQX, and OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest

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

and if prices for the Common Stock are then reported in The Pink Open Market (or a similar organization or agency succeeding to its functions

of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market

value of a share of Common Stock as determined by an independent appraiser selected in good faith by the holders of a majority in interest

of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

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 e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of

Exercise”). Within the earlier of (i) 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 within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the

Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available

hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the

applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant

Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1)

Trading Day of receipt of such notice. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or

prior to 4:00 p.m. (New York City time) on the Trading Date prior to the Initial Exercise Date, which may be delivered at any time

after the Issue Date, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time)

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

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

Delivery Date. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the

provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares

available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise Price. The exercise price per share of Common Stock under this Warrant shall be $2.00, subject to adjustment hereunder

(the “Exercise Price”).

Cashless Exercise. If at the time of exercise hereof there is no effective registration statement registering, or the prospectus

contained therein is not available for the issuance of the Warrant Shares to the Holder, then this Warrant may also be exercised, in

whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number

of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A)

= as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice

of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both

executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours”

(as defined in Rule 600(b) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option

of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the

Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s

execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on

a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular

trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of

Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant

to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;

(B)

= the Exercise Price of this Warrant, as adjusted hereunder; and

(X)

= the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if

such exercise were by means of a cash exercise rather than a cashless exercise.

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).

Mechanics of Exercise.

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

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

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

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

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

pursuant to Rule 144 promulgated under the Securities Act or (C) this Warrant is being exercised via cashless exercise, and otherwise

by either (x) issuance of the Warrant Shares in the name of the Holder or its designee in restricted book-entry form in the Company’s

share register or (y) physical delivery of a certificate, registered in the Company’s share register in the name of the Holder

or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified

by the Holder in the Notice of Exercise by the date that is the earliest of (i) two (2) Trading Days after the delivery to the Company

of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number

of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the

“Warrant Share Delivery Date”). 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 Common Stock on the date of

the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after the Warrant

Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds

such exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains

outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed

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

of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior

to 4:00 p.m. (New York City time) on the Trading Date prior to the Initial Exercise Date, which may be delivered at any time after the

Issue Date, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial

Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of

the aggregate Exercise Price (other than in the case of a cashless exercise) is received by such Warrant Share Delivery Date.

ii.

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

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

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

all other respects be identical with this Warrant.

iii.

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

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

iv.

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

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

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

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

of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon

such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x)

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

(y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection

with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B)

at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise

was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock

that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the

Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares

of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately

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

the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing

herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without

limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares

of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

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.

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

of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude

the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant

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

nonconverted portion of any other securities of the Company (including, without limitation, any other securities of the Company or the

Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred

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

entitles the holder thereof to receive, Common Stock (“Common Stock Equivalents”)) subject to a limitation on conversion

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

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

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

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

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

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

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

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

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

portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation

to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall

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

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

shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the

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

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

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

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

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

of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 9.99% of the number

of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise

of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this

Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 19.99% of the number of shares of the Common Stock

outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder

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

until the 61st day after such notice is delivered to the Company. 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.

Call Provision. If, at any time this Warrant is exercisable, (i) the VWAP of the Common Stock on the principal Trading Market

as reported by Bloomberg L.P. exceeds $3.00 (as adjusted in accordance with Section 3, the “Call Price”) for five

(5) consecutive Trading Days (the “Measurement Period”); (ii) there is an effective registration statement under the Securities

Act of 1933, as amended covering the resale of the shares of Common Stock issuable upon exercise of this Warrant, (iii) the Holder is

not in possession of any information provided by the Company that constitutes material nonpublic information and (iv) no breach or default

under the Securities Purchase Agreement which has not been timely cured is pending, then the Company may call for cancellation of that

portion of this Warrant for which an Exercise Notice has not yet been delivered as of the date of the Call Notice (as defined below)

for consideration equal to $0.001 per Warrant Share up to 100%, in the aggregate, of the Warrant Shares issuable upon full exercise of

this Warrant. The Company shall deliver to the Holder a written notice (a “Call Notice”) of any call for cancellation

of the Warrants pursuant to this Section 2(f) within three (3) Trading Days following the last day of the Measurement Period. The Call

Notice must be personally delivered to Holder, unless Holder acknowledges in writing or electronically receipt of the Call Notice if

not delivered personally. On the twentieth (20th) Trading Day after the date of the Call Notice (the “Call Date”),

the portion of this Warrant for which an Exercise Notice shall not have been received by the Call Date will be cancelled at 5:30 p.m.

(local time in New York City, New York). In furtherance of the foregoing, the Company covenants and agrees that it will honor all Exercise

Notices that are tendered on or before 5:29 p.m. (local time in New York City, New York) on the Call Date. A Call Notice may not be given

to the Holder with respect to any Warrants which if exercised pursuant to Section 2(a) would cause such Holder to exceed the Beneficial

Ownership Limitation. Unless otherwise agreed to by the Holder of this Warrant, a Call Notice must be given to all other holders of Warrants

issued pursuant to the Securities Purchase Agreement in proportion to the amount of Warrants held by all such Holders on the date of

the Call Notice without giving effect to the Beneficial Ownership Limitation. A Call Notice must be given first with respect to any outstanding

“Warrant” issued pursuant to the Securities Purchase Agreement having the lowest Exercise Price of such “Warrants”

before a Call Notice may be given to a “Warrant” having a higher Exercise Price. A Call Notice with respect to any “Warrants”

issued pursuant to the Securities Purchase Agreement may not be given more frequently than one (1) time each twenty (20) Trading Days.

Section

3. Certain Adjustments.

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

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

of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this

Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse

stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the

Common Stock any shares of capital stock of the Company, then in each case the Exercise Price (and the Call Price, in the case of Section

2(f)) shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares,

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

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

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

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

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

[Reserved].

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

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

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

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

held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise

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

the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares

of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that, to

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

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

of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held

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

Limitation).

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

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

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

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

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

to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable

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

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

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

however, 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 shares of Common Stock as a result of such Distribution to such extent) and the portion of such

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

in the Holder exceeding the Beneficial Ownership Limitation).

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 Common Stock

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

more than 50% of the outstanding Common Stock or more than 50% of the outstanding voting power of the common equity of the Company, (iv)

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

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

other securities, cash or property and, in connection with or following such reclassification, reorganization, recapitalization or share

exchange, any Person or group of Persons acquires more than 50% of the outstanding shares of Common Stock or more than 50% of the voting

power of the common equity of the Company, or (v) the Company, directly or indirectly, in one or more related transactions consummates

a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization,

spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than

50% of the outstanding shares of Common Stock or more than 50% of the outstanding voting power of the common equity of the Company (each

a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right

to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental

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

of shares of Common Stock of the successor or acquiring corporation (or the ultimate parent thereof) or of the Company, if it is the

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

such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior

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

such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based

on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company

shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different

components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to

be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives

upon any exercise of this Warrant following such Fundamental Transaction. 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 in accordance with the provisions of this Section 3(e) pursuant to written agreements in form and substance

reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and

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

a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares

of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon

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

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

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

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

prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder.

Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from

and after the date of such Fundamental Transaction, the provisions of this Warrant 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. Notwithstanding the

foregoing, in the event of a Change of Control, that is approved by the Company’s board of directors (and not for avoidance of

doubt if the Change of Control is not within the Company’s control), the Holder shall be entitled to receive from the Company or

any Successor Entity, as of the date of consummation of such Change of Control, the same type or form of consideration (and in the same

proportion), at the Black Scholes Value of the unexercised portion of this Warrant, that is being offered and paid to the holders of

Common Stock of the Company in connection with the Change of Control, whether that consideration be in the form of cash, stock or any

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

in connection with the Change of Control. As used herein, “Black Scholes Value” means the value of this Warrant based

on the Black-Scholes Option Pricing Model obtained from the “OV” function on Bloomberg L.P. determined as of the day of consummation

of the applicable contemplated Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding

to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the applicable contemplated Fundamental

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

the HVT function on Bloomberg L.P. (determined utilizing a 365 day annualization factor) as of the Trading Day immediately following

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

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

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

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

Transaction, if earlier) and ending on the Trading Day of the Holder’s request pursuant to this Section 3(e) and (D) a remaining

option time equal to the time between the date of the public announcement of the applicable contemplated Fundamental Transaction and

the Termination Date and (E) a zero cost of borrow. As used herein, “Change of Control” means any Fundamental Transaction

other than (i) any reorganization, recapitalization or reclassification of the Common Stock in which holders of the Company’s voting

power immediately prior to such reorganization, recapitalization or reclassification continue after such reorganization, recapitalization

or reclassification to hold publicly traded securities and, directly or indirectly, are, in all material respects, the holders of the

voting power of the surviving entity (or entities with the authority or voting power to elect the members of the board of directors (or

their equivalent if other than a corporation) of such entity or entities) after such reorganization, recapitalization or reclassification,

(ii) pursuant to a migratory merger effected solely for the purpose of changing the jurisdiction of incorporation of the Company or (iii)

a merger in connection with a bona fide acquisition by the Company of any Person in which (x) the gross consideration paid, directly

or indirectly, by the Company in such acquisition is not greater than 20% of the Company’s market capitalization as calculated

on the date of the consummation of such merger and (y) such merger does not contemplate a change to the identity of a majority of the

board of directors of the Company. For the avoidance of doubt, the Holder shall be entitled to the benefits of the provisions of this

Section 3(e) regardless of whether a Fundamental Transaction occurs prior to the Initial Exercise Date.

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

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

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

Voluntary Adjustment By Company. Subject to the rules and regulations of the Trading Market, the Company may at any time during

the term of this Warrant, subject to the prior written consent of the Holder, reduce the then current Exercise Price to any amount and

for any period of time deemed appropriate by the board of directors of the Company.

Notice to Holder.

Adjustment to Exercise Price. Whenever the Exercise Price (and the Call Price, in the case of Section 2(f)) is adjusted pursuant

to any provision of this Section 3, the Company shall promptly deliver to the Holder by email a notice setting forth the Exercise Price

(and the Call Price, in the case of Section 2(f)) after such adjustment and any resulting adjustment to the number of Warrant Shares

and setting forth a brief statement of the facts requiring such adjustment.

ii.

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

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

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

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

any reclassification of the Common Stock, 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

Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution,

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

Holder at its last 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 Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y)

the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close,

and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the

Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or

share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the

validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes,

or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file

such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during

the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be

expressly set forth herein.

Section

4. Transfer of Warrant.

Transferability. This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable,

in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written

assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient

to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall

execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations

specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not

so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required

to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall

surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the

Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for

the purchase of Warrant Shares without having a new Warrant issued.

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

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

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

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

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

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

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

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

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

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

Section

5. Miscellaneous.

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)(iv) and Section 2(d)(v) herein, in no event shall the Company be

required to net cash settle an exercise of this Warrant.

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.

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

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

Day.

Authorized Shares.

The

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

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

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

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

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

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

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

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

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

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

Except

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

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

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

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

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

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

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

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

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

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

Before

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

Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from

any public regulatory body or bodies having jurisdiction thereof.

Governing Law; Jurisdiction. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS WARRANT

SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE

PRINCIPLES OF CONFLICTS OF LAW THEREOF. EACH PARTY AGREES THAT ALL LEGAL PROCEEDINGS CONCERNING THE INTERPRETATIONS, ENFORCEMENT AND

DEFENSE OF THE TRANSACTIONS CONTEMPLATED BY THIS WARRANT (WHETHER BROUGHT AGAINST A PARTY HERETO OR THEIR RESPECTIVE AFFILIATES, DIRECTORS,

OFFICERS, SHAREHOLDERS, PARTNERS, MEMBERS, EMPLOYEES OR AGENTS) SHALL BE COMMENCED EXCLUSIVELY IN THE STATE AND FEDERAL COURTS SITTING

IN THE CITY OF NEW YORK. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING

IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY TRANSACTION

CONTEMPLATED HEREBY OR DISCUSSED HEREIN, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY

CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER OR IS

AN INCONVENIENT VENUE FOR SUCH PROCEEDING. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING

SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED OR CERTIFIED MAIL OR OVERNIGHT DELIVERY (WITH

EVIDENCE OF DELIVERY) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS WARRANT AND AGREES THAT SUCH SERVICE SHALL

CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY

RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

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

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

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

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

of this Warrant, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material

damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including,

but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting

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

Notices. Any and all notices or other communications or deliveries hereunder (including, without limitation, any Exercise Notice)

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

is delivered confirmed e-mail at the e-mail address specified in the books and records of the Company or the Transfer Agent prior to

5:30 P.M., New York City time, on a Trading Day, (ii) the next Trading Day after the date of transmission, if such notice or communication

is delivered via confirmed e-mail at the e-mail address specified in the books and records of the Company or the Transfer Agent on a

day that is not a Trading Day or later than 5:30 P.M., New York City time, on any Trading Day, (iii) the Trading Day following the date

of mailing, if sent by nationally recognized overnight courier service specifying next business day delivery, or (iv) upon actual receipt

by the Person to whom such notice is required to be given, if by hand delivery. Notice to the Company shall be delivered, mailed or sent

to Brightline Interactive, Inc., at 15 West 38th St., 12th Floor, New York, New York 10018, Attention: Tyler Gates,

E-mail: ____________________

Warrant Agent. The Company shall initially serve as warrant agent under this Warrant. Upon thirty (30) days’ notice to the

Holder, the Company may appoint a new warrant agent. Any corporation into which the Company or any new warrant agent may be merged or

any corporation resulting from any consolidation to which the Company or any new warrant agent shall be a party or any corporation to

which the Company or any new warrant agent transfers substantially all of its corporate trust or shareholders services business shall

be a successor warrant agent under this Warrant without any further act. Any such successor warrant agent shall promptly cause notice

of its succession as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s last address

as shown on the Warrant Register.

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

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

the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company

or by creditors of the Company.

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.

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

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

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

be enforceable by the Holder or holder of Warrant Shares.

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

the Holder.

Acceptance. Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions

contained herein.

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

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

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

provisions of this Warrant.

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

a part of this Warrant.

Electronic Execution. This Warrant may be delivered via facsimile, electronic mail (including .pdf or any electronic signature

complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission

method and any Warrant so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

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

(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.

BRIGHTLINE

INTERACTIVE, INC.

By:

Name:

William

Keneally

Title:

Chief

Financial Officer

NOTICE

OF EXERCISE

TO:

BRIGHTLINE INTERACTIVE, INC.

(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):

[

] 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:

Address:

Dated:

_______________ __, ______

Holder’s

Signature: _______________________________

Holder’s

Address: _______________________________

EX-10.1

Filename: ex10-1.htm · Sequence: 3

Exhibit

10.1

SECURITIES

PURCHASE AGREEMENT

This

Securities Purchase Agreement (this “Agreement”) is made as of September 23, 2026 by and between Brightline Interactive,

Inc., a Nevada corporation (the “Company”), and ________________________________ (the “Purchaser”).

The

Company, on the one hand, and the Purchaser, on the other hand, are hereinafter each referred to as a “Party” and

collectively as the “Parties.”

I T N E S S E T H:

WHEREAS,

upon the terms and subject to the conditions of this Agreement, the Company desires to issue and sell to the Purchaser, and the Purchaser

wishes to purchase from the Company units (“Units”) (with each Unit comprised of one (1) share of the Company’s

common stock, par value $0.001 per share (“Common Stock”) and a warrant to initially acquire one (1) share of Common

Stock, substantially in the form attached hereto as Exhibit B (the “Warrants”)), in a private placement exempt

from securities registration afforded by Section 4(a)(2) under the U.S. Securities Act of 1933, as amended (the “Securities

Act”);

NOW,

THEREFORE, in consideration of the foregoing recitals and the mutual promises hereinafter set forth, the Parties hereto agree as follows:

Article

PURCHASE

AND SALE

Section

1.1 Issuance, Sale and Purchase of Units. Upon the terms and subject to the conditions of this Agreement, the Purchaser hereby

agrees to purchase from the Company, and the Company hereby agrees to issue, sell and deliver to the Purchaser, at the Closing (as defined

below), ____ Units for $0.70 per Unit, free and clear of all liens or encumbrances (except for restrictions arising under the

Securities Act or created by virtue of this Agreement) us Units being comprised of ____ shares of Common Stock (the “Purchased

Shares”) and (b) ____ Warrants (the “Purchased Warrants”) to initially acquire up to that aggregate number

of shares of Common Stock issuable upon exercise of the Purchased Warrants (the “Warrant Shares” and together with

the Purchased Shares and Purchased Warrants, the “Purchased Securities”) as is set forth opposite such Purchaser’s

name in column ____ on the Schedule of Purchasers, for an aggregate purchase price equal to $____ (the “Purchase Price”).

Section

1.2 Closing.

(a)

Closing. The closing (the “Closing”) of the sale and purchase of the Purchased Securities pursuant to Section

1.1 shall take place remotely via the electronic exchange of the closing documents and signatures on the Business Day following the

satisfaction or, to the extent permitted by applicable Law, waiver of the conditions precedent specified in Section 1.3 or such

other time as the Parties may mutually agree upon. The date and time of the Closing are referred to herein as the “Closing Date.”

(b)

Payment and Delivery. At the Closing, the Purchaser shall pay and deliver the Purchase Price to the Company in U.S. dollars by

wire transfer, or by such other method mutually agreeable to the Parties, of immediately available funds to such bank account(s) designated

in writing by the Company, and the Company shall have the Purchased Securities issued and registered in the name of the Purchaser or

in such nominee name as it may designate and shall deliver to the Purchaser (a) in the case of the Purchase Shares, a copy of the irrevocable

instructions to the Company’s transfer agent instructing the transfer agent to deliver evidence of the issuance in book-entry of

the Purchased Shares, registered in the name of the Purchaser and (b) in the case of the Purchased Warrants, a Warrant registered in

the name of such Purchaser to purchase up to such number of Warrant Shares equal to 100% of such Purchaser’s Purchase Shares, with

an exercise price equal to $2.00, subject to adjustment therein.

(c)

Restrictive Legend and Transfer Restrictions. The Purchaser agrees a stop-order may be placed on any of the Purchased Securities

and to the inclusion of a legend on any of the Purchased Securities in substantially the following form:

THIS

SECURITY HAS BEEN ACQUIRED FOR INVESTMENT AND WITHOUT A VIEW TO DISTRIBUTION AND HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT

OF 1933 (THE “ACT”), OR UNDER U.S. STATE SECURITIES LAWS. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION

OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION THEREIN MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER

THE ACT OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE U.S. STATE SECURITIES LAWS AND, IN THE CASE OF

CLAUSE (B), UNLESS THE ISSUER RECEIVES AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT REGISTRATION

IS NOT REQUIRED UNDER THE ACT AND APPLICABLE U.S. STATE SECURITIES LAWS. IN ADDITION, ANY SUCH TRANSFER OR OTHER DISPOSITION IS SUBJECT

TO THE CONDITIONS CONTAINED IN A SECURITIES PURCHASE AGREEMENT, DATED SEPTEMBER 23, 2026. A COPY OF SUCH CONDITIONS WILL BE PROVIDED

TO THE HOLDER HEREOF UPON REQUEST. ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THIS SECURITY IN VIOLATION OF THESE RESTRICTIONS

SHALL BE VOID.

Unless

made pursuant to an effective registration statement under the Securities Act or pursuant to Rule 144 thereunder, any transferee of the

Purchased Securities, by its acceptance thereof, shall be deemed to have made the representations set forth in Section 2.2 of

this Agreement. Unless made pursuant to an effective registration statement under the Securities Act or pursuant to Rule 144 thereunder,

the Company shall not be required to register the transfer of any Purchased Securities to any person unless the Company receives from

the proposed transferee a written instrument in form and substance reasonably satisfactory to the Company in which such transferee makes

the representations and warranties set forth in Section 2.2 of this Agreement and, if the Company so requests, an opinion of counsel

in form and substance reasonably satisfactory to the Company to the effect that registration under the Securities Act is not required

in connection with such transfer.

The

book-entry ledger of the transfer agent evidencing the Purchased Shares shall not contain any legend (including the legend set forth

in Section 1.2(c) hereof): (i) while a registration statement with a current prospectus covering the resale of such Purchased Shares

is effective under the Securities Act, (ii) following any sale of such Purchased Shares pursuant to Rule 144, (iii) if such Purchased

Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information

requirement under Rule 144 as to such Purchased Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not

required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff

of the Commission) (“Effective Date”). The Company shall cause its counsel to issue a legal opinion to the transfer

agent promptly after the Effective Date if required by the transfer agent to effect the removal of the legend hereunder. If such Purchased

Shares may be sold under Rule 144 without limitation or restriction and the Company is then in compliance with the current public information

requirement under Rule 144, or if the Purchased Shares may be sold under Rule 144 without the requirement for the Company to be in compliance

with the current public information requirement under Rule 144 as to such Purchased Shares or if such legend is not otherwise required

under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the

Commission) then such Shares shall be issued free of all legends. The Company agrees that following the Effective Date and at such time

as such legend is no longer required under this Section 1.2(c), it will, no later than one (1) Trading Day following the delivery by

a Purchaser to the Company or the transfer agent of a book-entry position representing Purchased Shares issued with a restrictive legend,

deliver or cause to be delivered to such Purchaser a book-entry position representing such Purchased Shares that is free from all restrictive

and other legends.

Section

1.3 Closing Conditions.

(a)

Conditions to the Purchaser’s Obligations to Effect the Closing. The obligation of the Purchaser to purchase and pay for

the Purchased Securities as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date of the following

conditions, any of which may only be waived in writing by the Purchaser in its sole discretion:

(i)

All corporate and other actions required to be taken by the Company in connection with the issuance and sale of the Purchased Securities

hereunder and any other transactions contemplated under this Agreement and all the agreements and other documents required in connection

with implementing the transactions contemplated hereby (together, the “Transaction Documents”) shall have been completed.

(ii)

The representations and warranties of the Company contained in Section 2.1 of this Agreement shall have been true and correct

in all material respects (or if qualified by materiality or a Material Adverse Effect (as defined in Section 2.1(b)), true and correct

in all respects) on the date of this Agreement and on and as of the Closing Date; and the Company shall have performed and complied in

all material respects with all, and not be in breach or default in any material respects under any, agreements, covenants, conditions

and obligations contained in this Agreement or any other Transaction Document that are required to be performed or complied with on or

before the Closing Date.

(iii)

No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary,

preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of

the transactions contemplated by this Agreement or any other Transaction Document, or imposes any damages or penalties in connection

with the transactions contemplated by this Agreement or any other Transaction Document that are substantial in relation to the Company;

and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or

threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated

by this Agreement or any other Transaction Document, or imposes any damages or penalties in connection with the transactions contemplated

by this Agreement or any other Transaction Document that are substantial in relation to the Company.

(iv)

The Company’s counsel shall have delivered a legal opinion in the form reasonably acceptable to the Purchasers;

(v)

Since the date hereof, no event or series of events shall have occurred that has had or would reasonably be expected to have a Material

Adverse Effect (as defined in Section 2.1(b)).

(vi)

The listing and trading of the Common Stock on the Nasdaq Capital Market (the “Nasdaq”) shall not have been suspended,

by the Securities and Exchange Commission (“SEC”) or the Nasdaq from trading thereon, nor shall any suspension by

the SEC or the Nasdaq have been threatened, either (A) in writing by the SEC or the Nasdaq or (B) by falling below the minimum listing

maintenance requirements of the Nasdaq (with a reasonable prospect of delisting occurring after giving effect to all applicable notice,

appeal, compliance and hearing periods), in either case except as disclosed in the Company’s SEC Documents on or prior to the date

of this Agreement; and the Company shall have submitted with Nasdaq a Listing of Additional Shares Notification for the listing of the

Purchased Shares and Warrant Shares, if necessary.

(vii)

An authorized officer of the Company shall have delivered to the Purchaser at the Closing Date a certificate certifying that the conditions

specified in Sections 1.3(a)(i), (ii), (iii), (iv), (v) and (vi) of this Agreement have been fulfilled.

(b)

Conditions to the Company’s Obligations to Effect the Closing. The obligation of the Company to issue, sell and deliver

the Purchased Securities to the Purchaser as contemplated by this Agreement is subject to the satisfaction, on or before the Closing

Date of each of the following conditions, any of which may only be waived in writing by the Company in its sole discretion:

(i)

All corporate and other actions, as applicable, required to be taken by the Purchaser in connection with the purchase of the Purchased

Securities hereunder and any other transactions contemplated under the Transaction Documents, shall have been completed.

(ii)

The representations and warranties of the Purchaser contained in Section 2.2 of this Agreement shall have been true and correct

in all material respects (or if qualified by materiality or a Material Adverse Effect, true and correct in all respects) on the date

of this Agreement and on and as of the Closing Date; and the Purchaser shall have performed and complied in all material respects with

all, and not be in breach or default in any material respect under any, agreements, covenants, conditions and obligations contained in

this Agreement or any other Transaction Document that are required to be performed or complied with on or before the Closing Date.