Form 8-K

8-K — SUNation Energy, Inc.

Accession: 0001213900-26-066000

Filed: 2026-06-08

Period: 2026-06-05

CIK: 0000022701

SIC: 1700 (CONSTRUCTION SPECIAL TRADE CONTRACTORS)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — ea0293868-8k_sunation.htm (Primary)

EX-1.1 — FORM OF PLACEMENT AGENCY AGREEMENT, DATED JUNE 5, 2026 (ea029386801ex1-1.htm)

EX-10.1 — SECURITIES PURCHASE AGREEMENT, DATED JUNE 7, 2026 (ea029386801ex10-1.htm)

EX-10.2 — REGISTRATION RIGHTS AGREEMENT, DATED JUNE 7, 2026 (ea029386801ex10-2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0293868-8k_sunation.htm · Sequence: 1

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0000022701

2026-06-05

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): June

5, 2026

SUNation Energy, Inc.

(Exact name of Registrant as Specified in its Charter)

Delaware

(State Or Other Jurisdiction Of Incorporation)

001-31588

41-0957999

(Commission File Number)

(I.R.S. Employer

Identification No.)

171 Remington Boulevard

Ronkonkoma,

11779

(Address of Principal Executive Offices)

(Zip Code)

(631)

750-9454

Registrant’s Telephone Number, Including

Area Code

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

Title of Each Class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value, $.05 per share

SUNE

The Nasdaq Stock Market,

LLC

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 (see General

Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Indicate by check mark whether the registrant

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

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

Emerging growth company ☐

If an emerging growth company, indicate by check

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

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

Item 1.01 Entry into a Material Definitive Agreement.

On June 7, 2026, SUNation Energy, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”)

with certain institutional and accredited investors (the “Investors”) set forth on the signature page thereto for the purchase

and sale of an aggregate of 2,390,000 in shares of common stock of the Company, par value $0.05 per share (the “Shares”),

for gross proceeds of $2,700,700, which Shares were priced at market at $1.13 per share, based on the closing price of the Company’s

Common Stock on the Nasdaq Capital Market on June 5, 2026 (the “Offering”). There are no warrants in this offering, and no

price adjustment features related to the Shares. The Shares have not been registered under the Securities Act of 1933, as amended (the

“Securities Act”), and were offered pursuant to exemption from registration provided in Section 4(a)(2) of the Securities

Act and Rule 506 promulgated thereunder.

The Purchase Agreement contains beneficial ownership

limitations with respect to each Investor such that an Investor shall not own more than 4.99% (or, at the holder’s option upon issuance,

9.99%) of the Company’s outstanding common stock at any time However, upon at least 61 days’ prior notice from the Investor

to the Company may increase the amount of ownership of outstanding common stock.

The Purchase Agreement contains customary representations

and warranties and agreements of the Company and the Purchaser and customary indemnification rights and obligations of the parties. The

closing of the Offering is expected to occur on or about June 9, 2026, subject to satisfaction of customary closing conditions. The Company

intends to use the net proceeds from the Offering to fund the Company’s working capital and general corporate purposes.

Concurrently with the entry into the Purchase

Agreement, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Investors

for the registration for resale of the Shares pursuant to a registration statement (the “Registration Statement”) to be filed

with the Securities and Exchange Commission (the “SEC”). Following the effectiveness of the resale Registration Statement,

the Company is obligated to keep Registration Statement continuously effective from the date on which the SEC declares the Registration

Statement effective until such date that all Registrable Securities (as such term is defined in the Registration Rights Agreement) covered

by such Registration Statement have been sold pursuant to a registration statement under the Securities Act or under Rule 144 as promulgated

by the SEC under the Securities Act, or otherwise shall have ceased to be Registrable Securities. The Company will be responsible for

the registration expenses incurred in connection with the registration statement.

In connection with the Offering, the Company also

entered into a placement agency agreement (the “Placement Agency Agreement”), dated as of June 5, 2026, between the Company,

Maxim Capital Group LLC (“Maxim”, with Roth Capital Partners, LLC as a beneficially of certain provisions related thereto).

The Company engaged Maxim to act as the Company’s placement agent in connection with the Offering. The Company agreed to pay Maxim

a cash fee of 4.5% of the gross proceeds the Company receives under the Purchase Agreement, as well as certain expenses of the offering.

This Report shall not constitute an offer to sell

or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any state in which such offer, solicitation

or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

The foregoing description of each of the Securities

Purchase Agreement, the Registration Rights Agreement and the Placement Agency Agreement does not purport to be complete and are subject

to and qualified in their entirety by reference to the complete text of the Securities Purchase Agreement, Registration Rights Agreement,

and the Placement Agency Agreement, each of which are attached hereto as Exhibits 1.1, 10.1 and 10.2, respectively, and are hereby incorporated

by reference into this current report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.

Description

1.1

Form of Placement Agency Agreement, dated June 5, 2026

10.1

Securities Purchase Agreement, dated June 7, 2026

10.2

Registration Rights Agreement, dated June 7, 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, thereunto

duly authorized.

SUNATION ENERGY, INC.

By:

/s/ James Brennan

James Brennan

Chief Financial Officer

Date: June 8, 2026

EX-1.1 — FORM OF PLACEMENT AGENCY AGREEMENT, DATED JUNE 5, 2026

EX-1.1

Filename: ea029386801ex1-1.htm · Sequence: 2

Exhibit 1.1

PLACEMENT AGENCY

AGREEMENT

June 5, 2026

Maxim Group LLC

300 Park Ave.

New York, NY 10022

Roth Capital Partners, LLC

888 San Clemente Drive, Suite 400

Newport Beach, CA 92660

Ladies and Gentlemen:

Introduction. Subject

to the terms and conditions herein (this “Agreement”), SUNation Energy, Inc., a Delaware corporation (the “Company”),

hereby agrees to sell up to an aggregate of $_______ of shares (the “Shares”) of the Company’s common stock,

$0.05 par value per share (the “Common Stock”) directly to various investors (each, an “Investor” and,

collectively, the “Investors”) through Maxim Group LLC and Roth Capital Partners, LLC (the “Placement Agents”

and each a “Placement Agent”) as placement agents. The documents executed and delivered by the Company and the Investors

in connection with the Offering (as defined below), including, without limitation, a securities purchase agreement (the “Purchase

Agreement”), shall be collectively referred to herein as the “Transaction Documents.” The purchase price

to the Investors for each Share is $[__]. The Placement Agents may retain other brokers or dealers to act as sub-agents or selected-dealers

on their behalf in connection with the Offering.

The Company hereby confirms

its agreement with the Placement Agents as follows:

Section 1. Agreement to Act as Placement

Agent.

(a) On

the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions

of this Agreement, the Placement Agents shall be the exclusive placement agents in connection with the offering and sale by the Company

of the Shares, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations

between the Company, the Placement Agents and the prospective Investors. The Placement Agents will act on a reasonable best efforts basis

and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Shares, or any portion thereof,

in the prospective Offering. Under no circumstances will the Placement Agents or any of their “Affiliates” (as defined below)

be obligated to underwrite or purchase any of the Shares for its own account or otherwise provide any financing. The Placement Agents

shall act solely as the Company’s agent and not as principal. The Placement Agents shall have no authority to bind the Company

with respect to any prospective offer to purchase Shares and the Company shall have the sole right to accept offers to purchase Shares

and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and

delivery of, the Shares shall be made at one or more closings (each a “Closing” and the date on which each Closing

occurs, a “Closing Date”). As compensation for services rendered, on each Closing Date, the Company shall pay to Maxim

Group LLC the fees and expenses set forth below:

(i) A

cash fee equal to 4.5% of the gross proceeds received by the Company from the sale of the Shares at the closing of the Offering (the

“Closing”); and

(ii) The

Company also agrees to reimburse Maxim Group LLC’s expenses of $45,000 payable immediately upon the Closing of the Offering.

(b) The

term of the Placement Agents’ exclusive engagement will be until the completion of the Offering (the “Exclusive Term”);

provided, however, that a party hereto may terminate the engagement with respect to itself at any time upon 10 days written notice to

the other parties. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification

and contribution contained herein and the Company’s obligations contained in the indemnification provisions will survive any expiration

or termination of this Agreement, and the Company’s obligation to pay fees actually earned and payable and to reimburse expenses

actually incurred and reimbursable pursuant to Section 1 hereof, will survive any expiration or termination of this Agreement. Nothing

in this Agreement shall be construed to limit the ability of the Placement Agents or its Affiliates to pursue, investigate, analyze,

invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other

than the Company. As used herein (i) “Persons” 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 and (ii) “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 of 1933, as amended (the “Securities Act”).

Section 2. Representations, Warranties

and Covenants of the Company. The Company hereby represents, warrants and covenants to the Placement Agents as of the date hereof,

and as of each Closing Date, as follows:

(a) Offering

Materials. Neither the Company nor any of its directors and officers has distributed, issued, posted or otherwise used or employed

and shall not publish, distribute, issue, post or otherwise use or employ (i) any form of general solicitation or advertising within

the meaning of Rule 502 under the Securities Act (“General Solicitation”) other than with the prior written consent of the

Placement Agents, or (ii) any General Solicitation that constitutes a written communication within the meaning of Rule 405 under the

Securities Act (“Written General Solicitation Material”). Each individual Written General Solicitation Material does not

and will not conflict with the information contained in the SEC Reports, and does not and will not, contain an untrue statement of a

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

they were made, not misleading.

(b) Authorization;

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

by this Agreement and the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and

delivery of each of this Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby and

under the Transaction Documents have been duly authorized by all necessary action on the part of the Company and no further action is

required by the Company, the Company’s Board of Directors (the “Board of Directors”) or the Company’s

stockholders in connection therewith other than in connection with the Required Approvals (as defined in the Purchase Agreement). This

Agreement has been duly executed by the Company and, when delivered in accordance with the terms hereof, 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.

Conflicts. The execution, delivery and performance by the Company of this Agreement and the transactions contemplated pursuant to

the Transaction Documents, the issuance and sale of the Shares and the consummation by it of the transactions contemplated hereby and

thereby to which it is a party 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 (as

defined in the Purchase agreement) upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights

of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility,

debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary

is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required

Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction

of any court or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and

regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses

(ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect (as defined in the Purchase Agreement).

(d) Certificates.

Any certificate signed by an officer of the Company and delivered to the Placement Agents or to counsel for the Placement Agents shall

be deemed to be a representation and warranty by the Company to the Placement Agents as to the matters set forth therein.

(e) Reliance.

The Company acknowledges that the Placement Agents will rely upon the accuracy and truthfulness of the foregoing representations and

warranties and hereby consents to such reliance.

(f) Representations,

Warranties and Covenants Incorporated by Reference. Each of the representations, warranties and covenants (together with any related

disclosure schedules thereto) made to the Investors in the Purchase Agreement is hereby incorporated herein by reference (as though fully

restated herein) and is hereby made to, and in favor of, the Placement Agents.

Section 3. Delivery and Payment. Each

Closing shall occur at the offices of the Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, New York, New York 10105 (“Placement

Agent Counsel”) (or at such other place as shall be agreed upon by the Placement Agents and the Company). Subject to the terms

and conditions hereof, at each Closing payment of the purchase price for the Shares sold on such Closing Date shall be made by Federal

Funds wire transfer, against delivery of such Shares, and such Shares shall be registered in such name or names and shall be in such

denominations, as the Placement Agents may request at least one business day before the time of purchase.

Deliveries of the documents

with respect to the purchase of the Shares, if any, shall be made at the offices of Placement Agent Counsel. All actions taken at a Closing

shall be deemed to have occurred simultaneously.

Section 4. Covenants and Agreements of

the Company. The Company further covenants and agrees with the Placement Agents as follows:

(a) Form

D; Blue Sky Filings. The Company agrees to timely file a Form D with respect to the Shares as required under Regulation D and to

provide a copy thereof upon request of the Placement Agents. The Company shall take such action as the Company shall reasonably determine

is necessary in order to obtain an exemption for, or to qualify the Shares for, sale to the Investors under applicable securities or

“Blue Sky” laws of the states of the United States and shall provide evidence of such actions upon request of the Placement

Agents.

(b) 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 Shares in a manner that would require the registration

under the Securities Act of the sale of the Securities or that would be integrated with the offer or sale of the Shares 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.

Agent. The Company will maintain, at its expense, a registrar and transfer agent for the Common Stock.

(d) Additional

Documents. The Company will enter into any subscription, purchase or other customary agreements as the Placement Agents or the Investors

deem necessary or appropriate to consummate the Offering, all of which will be in form and substance reasonably acceptable to the Placement

Agents and the Investors. The Company agrees that the Placement Agents may rely upon, and each is a third party beneficiary of, the representations

and warranties, and applicable covenants, set forth in any such purchase, subscription or other agreement with Investors in the Offering.

(e) No

Manipulation of Price. The Company will not take, directly or indirectly, any action designed to cause or result in, or that has

constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the Company.

(f) Acknowledgment.

The Company acknowledges that any advice given by the Placement Agents to the Company is solely for the benefit and use of the Board

of Directors of the Company and may not be used, reproduced, disseminated, quoted or referred to, without the Placement Agents’

prior written consent.

(g) Announcement

of Offering. The Company acknowledges and agrees that the Placement Agents may, subsequent to the Closing, make public its involvement

with the Offering.

(h) Reliance

on Others. The Company confirms that it will rely on its own counsel and accountants for legal and accounting advice.

(i) Research

Matters. By entering into this Agreement, the Placement Agents does not provide any promise, either explicitly or implicitly, of

favorable or continued research coverage of the Company and the Company hereby acknowledges and agrees that the Placement Agents’

selection as a placement agent for the Offering was in no way conditioned, explicitly or implicitly, on the Placement Agents providing

favorable or any research coverage of the Company. In accordance with FINRA Rule 2711(e), the parties acknowledge and agree that the

Placement Agents have not directly or indirectly offered favorable research, a specific rating or a specific price target, or threatened

to change research, a rating or a price target, to the Company or inducement for the receipt of business or compensation.

Section 5. Conditions of the Obligations

of the Placement Agents. The obligations of the Placement Agents hereunder shall be subject to the accuracy of the representations

and warranties on the part of the Company set forth in Section 2 hereof, in each case as of the date hereof and as of each Closing Date

as though then made, to the timely performance by each of the Company of its covenants and other obligations hereunder on and as of such

dates, and to each of the following additional conditions:

(a) Corporate

Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Transaction Documents, and

the sale and delivery of the Shares, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agents’

counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such

counsel to pass upon the matters referred to in this Section 5.

(b) No

Material Adverse Effect. Subsequent to the execution and delivery of this Agreement and prior to each Closing Date, in the Placement

Agents’ sole judgment after consultation with the Company, there shall not have occurred any Material Adverse Effect.

of Counsel for the Company. The Placement Agents shall have received on each Closing Date the favorable opinion of legal counsel

to the Company, dated as of such Closing Date and in form and substance satisfactory to the Placement Agents.

(d) Officers’

Certificate. The Placement Agents shall have received on each Closing Date a certificate of the Company, dated as of such Closing

Date, signed by the Chief Executive Officer and Chief Financial Officer of the Company, to the effect that, and the Placement Agents

shall be satisfied that:

(i) The

representations and warranties of the Company in this Agreement are true and correct, as if made on and as of such Closing Date, and

the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior

to such Closing Date; and

(ii) Subsequent

to the respective dates as of which information is given in the SEC Reports and the Transaction Documents, there has not been: (a) any

Material Adverse Change; (b) any transaction that is material to the Company and the Subsidiaries taken as a whole, except transactions

entered into in the ordinary course of business; (c) any obligation, direct or contingent, that is material to the Company and the Subsidiaries

taken as a whole, incurred by the Company or any Subsidiary, except obligations incurred in the ordinary course of business; (d) any

material change in the capital stock (except changes thereto resulting from the exercise of outstanding stock options or warrants) or

outstanding indebtedness of the Company or any Subsidiary; (e) any dividend or distribution of any kind declared, paid or made on the

capital stock of the Company; or (f) any loss or damage (whether or not insured) to the property of the Company or any Subsidiary which

has been sustained or will have been sustained which has a Material Adverse Effect.

(e) Stock

Exchange Listing. The Common Stock shall be registered under the Exchange Act and shall be listed on the Trading Market, and the

Company shall not have taken any action designed to terminate, or likely to have the effect of terminating, the registration of the Common

Stock under the Exchange Act or delisting or suspending from trading the Common Stock from the Trading Market, nor shall the Company

have received any information suggesting that the Commission or the Trading Market is contemplating terminating such registration or

listing.

(f) Additional

Documents. On or before each Closing Date, the Placement Agents and counsel for the Placement Agents shall have received such information

and documents as they may reasonably require for the purposes of enabling them to pass upon the issuance and sale of the Shares as contemplated

herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions

or agreements, herein contained.

If any condition specified

in this Section 5 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Placement Agents by

notice to the Company at any time on or prior to a Closing Date, which termination shall be without liability on the part of any party

to any other party, except that Section 6 (Payment of Expenses), Section 7 (Indemnification and Contribution) and Section 8 (Representations

and Indemnities to Survive Delivery) shall at all times be effective and shall survive such termination.

Section 6. Payment of Expenses. The

Company agrees to pay all costs, fees and expenses incurred by the Company 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 Shares (including all printing and engraving costs); (ii) all fees and expenses of the registrar and

transfer agent of the Common Stock; (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale

of the Shares; (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other

advisors; (v) [reserved]; (vi) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company or the Placement

Agents in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part

of the Shares for offer and sale under the state securities or blue sky laws or the securities laws of any other country, and, if requested

by the Placement Agents, preparing and printing a “Blue Sky Survey,” an “International Blue Sky Survey”

or other memorandum, and any supplements thereto, advising the Placement Agents of such qualifications, registrations and exemptions;

(vii) [reserved]; and (ix) all costs and expenses incident to the travel and accommodation of the Company’s and the Placement Agents’

employees on the “roadshow,” if any.

Section 7. Indemnification and Contribution.

(a) The

Company agrees to indemnify and hold harmless the Placement Agents, it respective affiliates and each person controlling the Placement

Agents (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the Placement Agents,

its Affiliates and each such controlling person (the Placement Agents, and each such entity or person. an “Indemnified Person”)

from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”),

and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of one counsel for

all Indemnified Persons, except as otherwise expressly provided herein) (collectively, the “Expenses”) as they are

incurred by an Indemnified Person in investigating, preparing, pursuing or defending any Actions, whether or not any Indemnified Person

is a party thereto, (i) caused by, or arising out of or in connection with, any untrue statement or alleged untrue statement of a material

fact contained in and SEC Reports or Transaction Document or by any omission or alleged omission to state therein a material fact necessary

to make the statements therein, in light of the circumstances under which they were made, not misleading or (ii) otherwise arising out

of or in connection with advice or services rendered or to be rendered by any Indemnified Person pursuant to this Agreement, the transactions

contemplated thereby or any Indemnified Person's actions or inactions in connection with any such advice, services or transactions; provided,

however, that, in the case of clause (ii) only, the Company shall not be responsible for any Liabilities or Expenses of any Indemnified

Person that are finally judicially determined to have resulted solely from such Indemnified Person's (x) gross negligence or willful

misconduct in connection with any of the advice, actions, inactions or services referred to above or (y) use of any offering materials

or information concerning the Company in connection with the offer or sale of the Shares in the Offering which were not authorized for

such use by the Company and which use constitutes gross negligence or willful misconduct. The Company also agrees to reimburse each Indemnified

Person for all Expenses as they are incurred in connection with enforcing such Indemnified Person's rights under this Agreement.

(b) Upon

receipt by an Indemnified Person of actual notice of an Action against such Indemnified Person with respect to which indemnity may be

sought under this Agreement, such Indemnified Person shall promptly notify the Company in writing; provided that failure by any Indemnified

Person so to notify the Company shall not relieve the Company from any liability which the Company may have on account of this indemnity

or otherwise to such Indemnified Person, except to the extent the Company shall have been prejudiced by such failure. The Company shall,

if requested by the Placement Agents, assume the defense of any such Action including the employment of counsel reasonably satisfactory

to the Placement Agents, which counsel may also be counsel to the Company. Any Indemnified Person 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 Indemnified Person unless: (i) the Company has failed promptly to assume the defense and employ counsel or (ii) the named parties

to any such Action (including any impeded parties) include such Indemnified Person and the Company, and such Indemnified Person shall

have been advised in the reasonable opinion of counsel that there is an actual conflict of interest that prevents the counsel selected

by the Company from representing both the Company (or another client of such counsel) and any Indemnified Person; provided that the Company

shall not in such event be responsible hereunder for the fees and expenses of more than one firm of separate counsel for all Indemnified

Persons in connection with any Action or related Actions, in addition to any local counsel. The Company shall not be liable for any settlement

of any Action effected without its written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without

the prior written consent of the Placement Agents (which shall not be unreasonably withheld), settle, compromise or consent to the entry

of any judgment in or otherwise seek to terminate any pending or threatened Action in respect of which indemnification or contribution

may be sought hereunder (whether or not such Indemnified Person is a party thereto) unless such settlement, compromise, consent or termination

includes an unconditional release of each Indemnified Person from all Liabilities arising out of such Action for which indemnification

or contribution may be sought hereunder. The indemnification required hereby shall be made by periodic payments of the amount thereof

during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payable.

the event that the foregoing indemnity is unavailable to an Indemnified Person other than in accordance with this Agreement, the Company

shall contribute to the Liabilities and Expenses paid or payable by such Indemnified Person in such proportion as is appropriate to reflect

(i) the relative benefits to the Company, on the one hand, and to the Placement Agents and any other Indemnified Person, on the other

hand, of the matters contemplated by this Agreement or (ii) if the allocation provided by the immediately preceding clause is not permitted

by applicable law, not only such relative benefits but also the relative fault of the Company, on the one hand, and the Placement Agents

and any other Indemnified Person, on the other hand, in connection with the matters as to which such Liabilities or Expenses relate,

as well as any other relevant equitable considerations; provided that in no event shall the Company contribute less than the amount necessary

to ensure that all Indemnified Persons, in the aggregate, are not liable for any Liabilities and Expenses in excess of the amount of

fees actually received by the Placement Agents pursuant to this Agreement. For purposes of this paragraph, the relative benefits to the

Company, on the one hand, and to the Placement Agents on the other hand, of the matters contemplated by this Agreement shall be deemed

to be in the same proportion as (a) the total value paid or contemplated to be paid to or received or contemplated to be received by

the Company in the transaction or transactions that are within the scope of this Agreement, whether or not any such transaction is consummated,

bears to (b) the fees paid to the Placement Agents under this Agreement. Notwithstanding the above, no person guilty of fraudulent misrepresentation

within the meaning of Section 11(f) of the Securities Act, as amended, shall be entitled to contribution from a party who was not guilty

of fraudulent misrepresentation.

(d) The

Company also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise)

to the Company for or in connection with advice or services rendered or to be rendered by any Indemnified Person pursuant to this Agreement,

the transactions contemplated thereby or any Indemnified Person's actions or inactions in connection with any such advice, services or

transactions except for Liabilities (and related Expenses) of the Company that are finally judicially determined to have resulted solely

from such Indemnified Person's gross negligence or willful misconduct in connection with any such advice, actions, inactions or services.

(e) The

reimbursement, indemnity and contribution obligations of the Company set forth herein shall apply to any modification of this Agreement

and shall remain in full force and effect regardless of any termination of, or the completion of any Indemnified Person's services under

or in connection with, this Agreement.

Section 8. Representations and Indemnities

to Survive Delivery. The respective indemnities, agreements, representations, warranties and other statements of the Company or any

person controlling the Company, of its officers, and of the Placement Agents set forth in or made pursuant to this Agreement will remain

in full force and effect, regardless of any investigation made by or on behalf of the Placement Agents, the Company, or any of its or

their partners, officers or directors or any controlling person, as the case may be, and will survive delivery of and payment for the

Shares sold hereunder and any termination of this Agreement. A successor to a Placement Agents, or to the Company, its directors or officers

or any person controlling the Company, shall be entitled to the benefits of the indemnity, contribution and reimbursement agreements

contained in this Agreement.

Section 9. Notices. All communications

hereunder shall be in writing and shall be mailed, hand delivered or e-mailed and confirmed to the parties hereto as follows:

If to the Placement Agents to the addresses set

forth above, attention: James Siegel, General Counsel email: jsiegel@maximgrp.com and attention: ECM, email: ecm@roth.com

With a copy to:

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas, 11th Floor

New York, New York 10105

E-mail: capmkts@egsllp.com

If to the Company:

SUNation Energy, Inc.

171 Remington Boulevard

Ronkonkoma, NY 11779

Email: smaskin@sunation.com

Attention: Scott Maskin

With a copy to:

Rimon, P.C.

400 Madison Avenue, Suite 11D

New York, NY 10017

e-mail: theodore.ghorra@rimonlaw.com

Attention: Theodore Ghorra

Any party hereto may change

the address for receipt of communications by giving written notice to the others.

Section 10. Successors. This Agreement

will inure to the benefit of and be binding upon the parties hereto, and to the benefit of the employees, officers and directors and

controlling persons referred to in Section 7 hereof, and to their respective successors, and personal representative, and no other person

will have any right or obligation hereunder.

Section 11. Partial Unenforceability.

The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability

of any other section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined

to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to

make it valid and enforceable.

Section 12. Governing Law Provisions.

This Agreement shall be deemed to have been made and delivered in New York City and both this Agreement and the transactions contemplated

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

of New York, without regard to the conflict of laws principles thereof. Each of the Placement Agents and the Company: (i) agrees that

any legal suit, action or proceeding arising out of or relating to this Agreement and/or the transactions contemplated hereby shall be

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

of New York, (ii) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (iii)

irrevocably consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for

the Southern District of New York in any such suit, action or proceeding. Each of the Placement Agents 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 New York Supreme

Court, County of New York, 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 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 Placement Agents mailed by certified mail to

the Placement Agents’ address shall be deemed in every respect effective service process upon the Placement Agents, in any such

suit, action or proceeding. Notwithstanding any provision of this Agreement to the contrary, the Company agrees that neither the Placement

Agents nor its affiliates, and the respective officers, directors, employees, agents and representatives of the Placement Agents, its

affiliates and each other person, if any, controlling the Placement Agents or any of its affiliates, shall have any liability (whether

direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement and transaction described

herein except for any such liability for losses, claims, damages or liabilities incurred by us that are finally judicially determined

to have resulted from the willful misconduct or gross negligence of such individuals or entities. If either party shall commence an action

or proceeding to enforce any provision of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed

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

and prosecution of such action or proceeding.

Section 13. General Provisions.

(a) This

Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous

oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or

more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the

same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein

(express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein

are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement.

(b) The

Company acknowledges that in connection with the offering of the Shares: (i) the Placement Agents have acted at arms length, is not agent

of, and owes no fiduciary duties to the Company or any other person, (ii) the Placement Agents owe the Company only those duties and

obligations set forth in this Agreement and (iii) the Placement Agents may have interests that differ from those of the Company. The

Company waives to the full extent permitted by applicable law any claims it may have against the Placement Agents arising from an alleged

breach of fiduciary duty in connection with the offering of the Shares.

[The remainder of this page has been intentionally

left blank.]

If the foregoing is in accordance with your understanding

of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in

accordance with its terms.

Very truly yours,

SUNATION ENERGY, INC.

a Delaware corporation

By:

Name:

Title:

The foregoing Placement Agency Agreement is hereby

confirmed and accepted as of the date first above written.

MAXIM GROUP LLC

By:

Name:

Title:

ROTH CAPITAL PARTNERS, LLC

By:

Name:

Title:

EX-10.1 — SECURITIES PURCHASE AGREEMENT, DATED JUNE 7, 2026

EX-10.1

Filename: ea029386801ex10-1.htm · Sequence: 3

Exhibit 10.1

SECURITIES PURCHASE

AGREEMENT

This Securities Purchase Agreement

(this “Agreement”) is dated as of June 7, 2026, between SUNation Energy, Inc., a Delaware corporation (the “Company”),

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

and collectively, the “Purchasers”).

WHEREAS, subject to the terms

and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act (as defined below), and Rule 506 promulgated

thereunder, 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 4.5.

“Action”

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

“Affiliate”

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

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

“Board

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

“Business

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

or required by law to remain closed; provided, however, for clarification, commercial

banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”,

“non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations

at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial

banks in The City of New York are 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.

“Commission”

means the United States Securities and Exchange Commission.

“Common

Stock” means the common stock of the Company, par value $0.05 per share, and any other class of securities into which such securities

may hereafter be reclassified or changed.

“Common

Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire

at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is

at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Company

Counsel” means Rimon P.C., with offices located at 400 Madison Avenue, Suite 11D, New York. NY 10017.

“Disclosure

Schedules” means the Disclosure Schedules of the Company delivered concurrently herewith.

“Disclosure

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

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

hereof, unless otherwise reasonably instructed as to a practicable 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 reasonably instructed as to a practicable earlier time by the Placement Agent.

“Effective

Date” means the earliest of the date that (a) the initial Registration Statement has been declared effective by the Commission,

(b) all of the Shares have been sold pursuant to Rule 144 or may be sold pursuant to Rule 144 without the requirement for the Company

to be in compliance with the current public information required under Rule 144 and without volume or manner-of-sale restrictions, (c)

following the one year anniversary of the Closing Date provided that a holder of Shares is not an Affiliate of the Company, or (d) all

of the Shares may be sold pursuant to an exemption from registration under Section 4(a)(1) of the Securities Act without volume or manner-of-sale

restrictions and Company Counsel has delivered to such holders an opinion that resales may then be made by such holders of the Shares

pursuant to such exemption which opinion shall be in form and substance reasonably acceptable to such holders and the Transfer Agent.

“EGS”

means Ellenoff Grossman & Schole LLP, with offices located at 1345 Avenue of the Americas, New York, New York 10105-0302.

“Evaluation

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

“Exchange

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

“Exempt

Issuance” means the issuance of (a) shares of Common Stock or options to employees, consultants, 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; provided, however, securities issued to consultants shall be 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 herein, (b) securities upon the exercise or exchange of or conversion of any Shares issued hereunder

and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date

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

securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with 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 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(bb).

“Intellectual

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

“Legend

Removal Date” shall have the meaning ascribed to such term in Section 4.1(c).

“Liens”

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

“Material

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

“Material

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

“Per Share

Purchase Price” equals $1.13, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations

and other similar transactions of the Common Stock that occur after the date of this Agreement.

“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

Agents” means Roth Capital Partners, LLC and Maxim Group LLC.

“Proceeding”

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

such as a deposition), whether commenced or threatened.

“Public

Information Failure” shall have the meaning ascribed to such term in Section 4.2(b).

“Public

Information Failure Payments” shall have the meaning ascribed to such term in Section 4.2(b).

“Purchaser

Party” shall have the meaning ascribed to such term in Section 4.8.

“Registration

Rights Agreement” means the Registration Rights Agreement, dated on or about the date hereof, among the Company and the Purchasers,

in the form of Exhibit A attached hereto.

“Registration

Statement” means a registration statement meeting the requirements set forth in the Registration Rights Agreement and covering

the resale by the Purchasers of the Shares.

“Required

Approvals” shall have the meaning ascribed to such term in Section 3.1(e).

“Rule 144”

means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time,

or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“Rule 424”

means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time,

or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“SEC Reports”

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

“Securities

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

“Shares”

means the shares of Common Stock issued or issuable to 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 Common Stock).

“Subscription

Amount” means, as to each Purchaser, the aggregate amount to be paid for Shares 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 material subsidiary of the Company as described in the Company’s most recent annual report on form 10-K and shall, where

applicable, also include any direct or indirect material subsidiary of the Company formed or acquired after the date hereof.

“Trading

Day” means a day on which the principal Trading Market is open for trading.

“Trading

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

in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York

Stock Exchange (or any successors to any of the foregoing).

“Transaction

Documents” means this Agreement, the Registration Rights Agreement, all exhibits and schedules thereto and hereto and any other

documents or agreements executed in connection with the transactions contemplated hereunder.

“Transfer

Agent” means Equiniti Trust Company, LLC, the current transfer agent of the Company, with a mailing address of 1110 Centre Pointe

Curve, Suite 101, Mendota Heights MN 55120 and a facsimile number of (718) 236-2641, and any successor transfer agent of the Company.

“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 OTCQB Venture Market (“OTCQB”) or OTCQX Best Market

(“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 (“Pink Market”) operated by OTC Markets, Inc. (or a similar

organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of 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 Purchasers of a majority in interest of the Shares then outstanding and reasonably acceptable to the Company, the fees

and expenses of which shall be paid by the Company.

ARTICLE II.

PURCHASE AND SALE

2.1 Closing.

On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery

of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase,

up to an aggregate of $2,700,700 of Shares. Each Purchaser shall deliver to the Company, via wire transfer or a certified check, immediately

available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser,

and the Company shall deliver to each Purchaser its respective Shares, as determined pursuant to Section 2.2(a), and the Company and each

Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions

set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer of the Closing documentation. 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 shares of Common Stock 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 4.99% (or, at the election of the Purchaser at the Closing, 9.99% or 19.99%) of the then issued

and outstanding Common Stock 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 Deliveries.

(a) On

or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following:

(i) this

Agreement duly executed by the Company;

(ii) a

legal opinion of Company Counsel, directed to the Placement Agent and the Purchasers, in a form reasonably acceptable to the Placement

Agent and the Purchasers;

(iii) a

copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, a certificate

evidencing a number of Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered

in the name of such Purchaser, or, at the election of such Purchaser, evidence of the issuance of such Purchaser’s Shares hereunder

as held in DRS book-entry form by the Transfer Agent and registered in the name of such Purchaser, which evidence shall be reasonably

satisfactory to such Purchaser;

(iv) the

Company shall have provided each Purchaser with the Company’s bank wire instructions, on Company letterhead and executed by the

Chief Executive Officer or Chief Financial Officer; and

(v) the

Registration Rights Agreement duly executed by the Company.

(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;

(ii) to

the Company, such Purchaser’s Subscription Amount by wire transfer to the account specified by the Company to the Purchaser or Placement

Agent, as applicable; and

(iii) the

Registration Rights Agreement duly executed by such Purchaser.

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 in all material respects (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 the Common Stock shall not have been suspended by the Commission or the Company’s

principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall

not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such

service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities

nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude

in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser,

makes it impracticable or inadvisable to purchase the Shares at the Closing.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES

3.1 Representations

and Warranties of the Company. Except as set forth in the Disclosure Schedules, which Disclosure Schedules shall be deemed a part

hereof and shall qualify any representation made herein to the extent of the disclosure contained in the corresponding section of the

Disclosure Schedules, the Company hereby makes the following representations and warranties to each Purchaser:

(a) Subsidiaries.

All of the direct and indirect subsidiaries of the Company are set forth and described in the Company most recent annual report on Form

10-K, other than such immaterial or defunct subsidiaries which have since been dissolved. 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 material 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 material 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 material Subsidiaries is duly qualified to conduct business and is in good standing

as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes

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

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

a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company

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

on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (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 or the Company’s stockholders in connection herewith or therewith other

than in connection with the Required Approvals. This Agreement and each other Transaction Document to which it is a party has been (or

upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute

the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as limited by

general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting

enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive

relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

(d) No

Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it

is a party, the issuance and sale of the Shares 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 Required Approvals, conflict with or result in a violation

of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which

the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset

of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably

be expected to result in a Material Adverse Effect.

(e) Filings,

Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to,

or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection

with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the filings required pursuant

to Section 4.4 of this Agreement, (ii) the filing with the Commission pursuant to the Registration Rights Agreement, (iii) the notice

and/or application(s) to each applicable Trading Market for the issuance and sale of the Shares and the listing of the Shares for trading

thereon in the time and manner required thereby, and (iv) the filing of Form D with the Commission and such filings as are required to

be made under applicable state securities laws (collectively, the “Required Approvals”).

(f) Issuance

of the Shares. The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents,

will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions

on transfer provided for in the Transaction Documents. The Company has reserved from its duly authorized capital stock the maximum number

of shares of Common Stock issuable pursuant to this Agreement.

(g) Capitalization.

The capitalization of the Company as of the date hereof is as set forth and described in the Company’s SEC Reports, and includes

the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. Except as

described and disclosed in the Company’s SEC Reports, the Company has not issued any capital stock since its most recently filed

periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s stock

option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plans and pursuant

to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under

the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate

in the transactions contemplated by the Transaction Documents. Except as described and disclosed in the Company’s 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 shares of Common Stock or the capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which

the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents or capital

stock of any Subsidiary. The issuance and sale of the Shares will not obligate the Company or any Subsidiary to issue shares of Common

Stock or other securities to any Person (other than the Purchasers). There are no outstanding securities or instruments of the Company

or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon

an issuance of securities by the Company or any Subsidiary. 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 Shares. There are no stockholders agreements, voting agreements or other similar agreements

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

any of the Company’s stockholders.

(h) SEC

Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be

filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two

years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing

materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the

“SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC

Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects

with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any

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

statements therein, in the light of the circumstances under which they were made, not misleading. The Company has never been an issuer

subject to Rule 144(i) under the Securities Act. The financial statements of the Company included in the SEC Reports comply in all material

respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at

the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles

applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial

statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly

present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof

and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial,

year-end audit adjustments.

(i) Material

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

the SEC Reports, except as set forth on Schedule 3.1(i), (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 pending before the Commission any request for confidential treatment

of information. Except for the issuance of the Shares contemplated by this Agreement or as set forth on Schedule 3.1(i), 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 described and disclosed in the Company’s SEC Reports, there is no material 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”). No such Action set forth in the SEC Reports or such other

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

the Shares or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect.

Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim

of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to

the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current

or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness

of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.

(k) Labor

Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company,

which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees

is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company

nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships

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

to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement

or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued

employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any

of the foregoing matters. The Company and its Subsidiaries are in compliance with all U.S. federal, state, local and foreign laws and

regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the

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

(l) Compliance.

Except as set forth in the SEC Reports, neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event

has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary

under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any

indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties

is bound (whether or not such default or violation has been waived), (ii) is in violation of any judgment, decree, or order of any court,

arbitrator or other governmental authority or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any governmental

authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational

health and safety, product quality and safety and employment and labor matters, except in each case as could not have or reasonably be

expected to result in a Material Adverse Effect.

(m) Environmental

Laws. The Company and its Subsidiaries (i) are in compliance with all federal, state, local and foreign laws relating to pollution

or protection of human health or the environment (including ambient air, surface water, groundwater, land surface or subsurface strata),

including laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic or

hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to

the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as

all authorizations, codes, decrees, demands, or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits,

plans or regulations, issued, entered, promulgated or approved thereunder (“Environmental Laws”); (ii) have received

all permits licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses; and

(iii) are in compliance with all terms and conditions of any such permit, license or approval where in each clause (i), (ii) and (iii),

the failure to so comply could be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

(n) Regulatory

Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal,

state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports, except

where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (“Material

Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification

of any Material Permit.

(o) Title

to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them and good

and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each

case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not materially interfere

with the use made and proposed to be made of such property by the Company and the Subsidiaries and (ii) Liens for the payment of federal,

state or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP and the payment of which is neither

delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by

them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance.

(p) Intellectual

Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications,

service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights

necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to

so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither

the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired,

terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement.

Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC

Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the

rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the

Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual

Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and

value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be

expected to have a Material Adverse Effect.

(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. Neither the Company nor

any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires

or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

(r) Transactions

with Affiliates and Employees. Except as set forth in the SEC Reports, none of the officers or directors of the Company or any Subsidiary

and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with

the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other

arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, providing

for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director or such employee

or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is

an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other than for (i) payment of salary

or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits,

including stock option agreements under any stock option plan of the Company.

(s) Sarbanes-Oxley;

Internal Accounting Controls. The Company and the Subsidiaries are in compliance 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) Private

Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration

under the Securities Act is required for the offer and sale of the Shares by the Company to the Purchasers as contemplated hereby. The

issuance and sale of the Shares hereunder does not contravene the rules and regulations of the Trading Market.

(v) Investment

Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Shares, will not be or be

an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Company

shall conduct its business in a manner so that it will not become an “investment company” subject to registration under the

Investment Company Act of 1940, as amended.

(w) Registration

Rights. Other than each of the Purchasers, 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.

(x) Listing

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

has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common

Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating such registration.

Other than such notices set forth in the Company’s SEC Reports, the Company has not, in the 12 months preceding the date hereof,

received notice from any Trading Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not

in compliance with the listing or maintenance requirements of such Trading Market. The Company is, and has no reason to believe that it

will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements. The Common Stock

is currently eligible for electronic transfer through the Depository Trust Company or another established clearing corporation and the

Company is current in payment of the fees to the Depository Trust Company (or such other established clearing corporation) in connection

with such electronic transfer.

(y) 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 Shares and the Purchasers’ ownership of the Shares.

(z) Disclosure.

The Company SEC Reports contain all disclosures and information required to be set forth therein as of the date of this Agreement and

all such disclosures are true and accurate as of the date made therein. 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.

(aa) 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 Shares to be integrated with prior

offerings by the Company for purposes of (i) the Securities Act which would require the registration of any such securities under the

Securities Act, or (ii) any applicable stockholder approval provisions of any Trading Market on which any of the securities of the Company

are listed or designated.

(bb) Solvency.

Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt by the Company

of the proceeds from the sale of the Shares 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). Other than the risk factors contained in the Company’s SEC Reports, 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. Schedule 3.1(bb) sets forth as of

the date hereof all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary

has commitments. For the purposes of this Agreement, “Indebtedness” means (x) any liabilities for borrowed money or

amounts owed in excess of $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.

(cc) Tax Status.

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

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

franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all taxes and other

governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations

and (iii) has set aside on its books provision reasonably adequate for the payment of all material taxes for periods subsequent to the

periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the

taxing authority of any jurisdiction, and the officers of the Company or of any Subsidiary know of no basis for any such claim.

(dd) No General

Solicitation. Neither the Company nor any Person acting on behalf of the Company has offered or sold any of the Shares by any form

of general solicitation or general advertising. The Company has offered the Shares for sale only to the Purchasers and certain other “accredited

investors” within the meaning of Rule 501 under the Securities Act.

(ee) 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.

(ff) Accountants.

The Company’s accounting firm is set forth on Schedule 3.1(ff) of the Disclosure Schedules. To the knowledge and belief of

the Company, such accounting firm (i) is a registered public accounting firm as required by the Exchange Act and (ii) shall express its

opinion with respect to the financial statements to be included in the Company’s Annual Report for the fiscal year ending December

31, 2026.

(gg) No Disagreements

with Accountants and Lawyers. There are no disagreements of presently existing, or reasonably anticipated by the Company to arise,

between the Company and the accountants and lawyers presently employed by the Company and no fees owed to its accountants and lawyers

that it believes would affect the Company’s ability to perform any of its obligations under any of the Transaction Documents.

(hh) Acknowledgment

Regarding Purchasers’ Purchase of Shares. 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 Shares. 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.

(ii) Acknowledgment

Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein

to the contrary notwithstanding (except for Sections 3.2(g) and 4.13 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 Shares for any specified term, (ii) past or future open market or other transactions by any Purchaser, specifically including,

without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement

transactions, may negatively impact the market price of the Company’s publicly-traded securities, (iii) any Purchaser, and counter-parties

in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short”

position in the Common Stock and (iv) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s

length counter-party in any “derivative” transaction. The Company further understands and acknowledges that (y) one

or more Purchasers may engage in hedging activities at various times during the period that the Shares are outstanding, 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.

(jj) 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 Shares, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the

Shares, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company,

other than, in the case of clauses (ii) and (iii), compensation paid to the Placement Agent in connection with the placement of the Shares.

(kk) Form

S-3 Eligibility. The Company is currently eligible to register the resale of the Shares for resale by the Purchaser on Form S-3 promulgated

under the Securities Act; provided, however, that in the event that the Company were to file a Form S-4 registration statement, Commission

guidance suggests that the Commission may prevent the use of Form S-3 during any such review period related thereto.1

(ll) Stock

Option Plans. Each stock option granted by the Company under the Company’s stock option plan was granted (i) in accordance with

the terms of the Company’s stock option plan and (ii) with an exercise price at least equal to the fair market value of the Common

Stock on the date such stock option would be considered granted under GAAP and applicable law. No stock option granted under the Company’s

stock option plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company policy or practice

to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the release or other public

announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects.

1 To be confirmed

(mm) 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, except as

would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented

and maintained commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous

operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster

recovery technology consistent with industry standards and practices.

(nn) Compliance

with Data Privacy Laws. (i) The Company and the Subsidiaries are, and at all times during the last three (3) years were, in compliance

with all applicable state, federal and foreign data privacy and security laws and regulations, including, without limitation, the European

Union General Data Protection Regulation (“GDPR”) (EU 2016/679) (collectively, “Privacy Laws”);

(ii) the Company and the Subsidiaries have in place, comply with, and take appropriate steps reasonably designed to ensure compliance

with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling and analysis

of Personal Data (as defined below) (the “Policies”); (iii) the Company provides accurate notice of its applicable

Policies to its customers, employees, third party vendors and representatives as required by the Privacy Laws; and (iv) applicable

Policies provide accurate and sufficient notice of the Company’s then-current privacy practices relating to its subject matter,

and do not contain any material omissions of the Company’s then-current privacy practices, as required by Privacy Laws. “Personal

Data” means (i) a natural person’s name, street address, telephone number, email address, photograph, social security

number, bank information, or customer or account number; (ii) any information which would qualify as “personally identifying

information” under the Federal Trade Commission Act, as amended; (iii) “personal data” as defined by GDPR; and (iv) any

other piece of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis

of any identifiable data related to an identified person’s health or sexual orientation. (i) None of such disclosures made

or contained in any of the Policies have been inaccurate, misleading, or deceptive in violation of any Privacy Laws and (ii) the

execution, delivery and performance of the Transaction Documents will not result in a breach of any Privacy Laws or Policies. Neither

the Company nor the Subsidiaries (i) to the knowledge of the Company, has received written notice of any actual or potential liability

of the Company or the Subsidiaries under, or actual or potential violation by the Company or the Subsidiaries of, any of the Privacy Laws;

(ii) is currently conducting or paying for, in whole or in part, any investigation, remediation or other corrective action pursuant

to any regulatory request or demand pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement by or with

any court or arbitrator or governmental or regulatory authority that imposed any obligation or liability under any Privacy Law.

(oo) 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”).

(pp) 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.

(qq) 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.

(rr) 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.

(ss) No Disqualification

Events. With respect to the Shares to be offered and sold hereunder in reliance on Rule 506 under the Securities Act, none of

the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating

in the offering hereunder, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated

on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company

in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”)

is subject to any of the "Bad Actor" disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a

“Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has

exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied,

to the extent applicable, with its disclosure obligations under Rule 506(e).

(tt) Other

Covered Persons. Other than the Placement Agent(s), the Company is not aware of any person (other than any Issuer Covered Person)

that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any

Shares.

(uu) Notice

of Disqualification Events. The Company will notify the Purchasers and the Placement Agent in writing, prior to the Closing Date of

(i) any Disqualification Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, become a

Disqualification Event relating to any Issuer Covered Person.

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) Own

Account. Such Purchaser understands that the Shares are “restricted securities” and have not been registered under the

Securities Act or any applicable state securities law and is acquiring the Shares as principal for its own account and not with a view

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

law, has no present intention of distributing any of such Shares in violation of the Securities Act or any applicable state securities

law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of

such Shares in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting such

Purchaser’s right to sell the Shares pursuant to the Registration Statement or otherwise in compliance with applicable federal and

state securities laws). Such Purchaser is acquiring the Shares hereunder in the ordinary course of its business.

Status. At the time such Purchaser was offered the Shares, it was, and as of the date hereof it is an “accredited investor”

as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12), or (a)(13) under the Securities Act.

(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 Shares,

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

Shares and, at the present time, is able to afford a complete loss of such investment.

(e) General

Solicitation. Such Purchaser is not, to such Purchaser’s knowledge, purchasing the Shares as a result of any advertisement,

article, notice or other communication regarding the Shares published in any newspaper, magazine or similar media or broadcast over television

or radio or presented at any seminar or, to the knowledge of such Purchaser, any other general solicitation or general advertisement.

(f) Access

to Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits

and schedules thereto) and the SEC Reports and has been afforded (i) the opportunity to ask such questions as it has deemed necessary

of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and

the merits and risks of investing in the Shares; (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

Shares 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 Shares 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 Shares

to such Purchaser, neither the Placement Agent nor any of its Affiliates has acted as a financial advisor or fiduciary to such Purchaser.

(g) 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 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 Shares 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.

(h) Independent

Advice. Each Purchase understands that nothing in this Agreement or any other materials presented by or on behalf of the Company to

the Purchaser in connection with the purchase of the Shares constitutes legal, tax or investment advice.

(i) Disclosure.

Such Purchaser acknowledges that except for the representations and warranties of the Company contained in this Agreement, or any other

Transaction Document or exhibit hereto or thereto, the Company is not making and has not made, and no other Person is making or has made

on behalf of the Company, any express or implied representation or warranty in connection with this Agreement or the transactions contemplated

hereby, and no third party is authorized to make any such representations and warranties on behalf of the Company.

(j) Ownership.

Immediately after the Closing, such Purchaser shall not beneficially own more than 19.99% of the Common Stock outstanding (after taking

into account any provisions in any Common Stock Equivalents beneficially owned by such Purchaser that limit the exercisability, exchangeability

of convertibility of such Common Stock Equivalents to the extent such Purchaser’s beneficial ownership percentage following such

exercise, exchange or conversion would exceed a threshold of 19.99% or less).

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, except as set forth in this Agreement, 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 Transfer

Restrictions.

(a) The

Shares may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Shares other than

pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser or in connection with a

pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel

selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory

to the Company, to the effect that such transfer does not require registration of such transferred Shares under the Securities Act. As

a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and the Registration Rights

Agreement and shall have the rights and obligations of a Purchaser under this Agreement and the Registration Rights Agreement.

(b) The

Purchasers agree to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Shares in the following form:

THIS SECURITY HAS NOT 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 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.

The Company acknowledges

and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant

a security interest in some or all of the Shares to a financial institution that is an “accredited investor” as defined in

Rule 501(a) under the Securities Act and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured

Shares to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion

of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith; provided however, the Purchaser acknowledges

and agrees that Purchaser shall be solely responsible for complying with applicable securities laws insofar as the Shares remain restricted

and while Rule 144 is not available to such Purchaser until all appliable requirements, including holding periods are met. Further, no

notice shall be required of such pledge. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable

documentation as a pledgee or secured party of Shares may reasonably request in connection with a pledge or transfer of the Shares, including,

if the Shares are subject to registration pursuant to the Registration Rights Agreement, the preparation and filing of any required prospectus

supplement under Rule 424(b)(3) under the Securities Act or other applicable provision of the Securities Act to appropriately amend the

list of Selling Stockholders (as defined in the Registration Rights Agreement) thereunder.

evidencing the Shares shall not contain any legend (including the legend set forth in Section 4.1(b) hereof), (i) while a registration

statement (including the Registration Statement) covering the resale of such security is effective under the Securities Act, (ii) following

any sale of such Shares, (iii) if such Shares are eligible for sale under Rule 144, 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). The

Company shall cause its counsel to issue a legal opinion to the Transfer Agent or the Purchaser if required by the Transfer Agent to effect

the removal of the legend hereunder, or if requested by a Purchaser, respectively, but only at such time as either a resale registration

statement is effective or Rule 144 is available. If such Shares may be sold under Rule 144 and the Company is then in compliance with

the current public information required under Rule 144 or if the Shares may be sold under Rule 144 without the requirement for the Company

to be in compliance with the current public information required under Rule 144 as to such Shares. The Company agrees that at such time

as such legend is no longer required under this Section 4.1(c), it will, promptly but no later than three (3) Trading Days following the

delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Shares issued with a restrictive legend as

well as providing such additional customary supporting documents and/or information if and as needed by counsel and the Transfer Agent

to effectuate such legend removal (such date, the “Legend Removal Date”), deliver or cause to be delivered to such

Purchaser a certificate or electronic statement representing such shares that is free from all restrictive and other legends. The Company

may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth

in this Section 4. Certificates for Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the

Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such

Purchaser.

(d) In

addition to such Purchaser’s other available remedies, the Company shall pay to a Purchaser, in cash, (i) as partial liquidated

damages and not as a penalty, for each $1,000 of Shares (based on the VWAP of the Common Stock on the date such Shares are submitted to

the Transfer Agent) delivered for removal of the restrictive legend and subject to Section 4.1(c), $10 per Trading Day (increasing

to $20 per Trading Day three (3) Trading Days after the Legend Removal Date) for each Trading Day after the Legend Removal Date until

such certificate is delivered without a legend and (ii) if the Company fails to (a) issue and deliver (or cause to be delivered) to a

Purchaser by the Legend Removal Date a certificate representing the Shares so delivered to the Company by such Purchaser that is free

from all restrictive and other legends and (b) if after the Legend Removal Date such Purchaser purchases (in an open market transaction

or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Purchaser of all or any portion of the number of shares

of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock that

such Purchaser anticipated receiving from the Company without any restrictive legend, then, an amount equal to the excess of such Purchaser’s

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

if any) (the “Buy-In Price”) over the product of (A) such number of Shares

that the Company was required to deliver to such Purchaser by the Legend Removal Date multiplied by (B) the lowest closing sale price

of the Common Stock on any Trading Day during the period commencing on the date of the delivery by such Purchaser to the Company of the

applicable Shares and ending on the date of such delivery and payment under this clause (ii). Notwithstanding any provision of this Section

4.1, (1) the Company shall not be subject to or liable for any penalty, damages, remuneration or compensation to a Purchaser for a failure

to deliver a legend free Share certificate or electronic statement where such delay is out of its control including, but not limited to,

failure by the Purchaser to provide the Transfer Agent or such counsel in a timely manner such supporting certificate(s) requested by

counsel or the Transfer Agent, or other reasonably requested documentation or information necessary for such counsel or the Transfer Agent

to timely deliver a legend free Share certificate or electronic statement; and (2) that the total amount of payments (including the amount

of such Buy-in Price) by the Company pursuant to this Section 4.1(d) shall not exceed, when aggregated with all such payments paid to

all Purchasers, ten percent (10%) of the aggregate purchase price of the Shares purchased pursuant to this Agreement.

(e) Each

Purchaser, severally and not jointly with the other Purchasers, agrees with the Company that such Purchaser will sell any Shares pursuant

to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption

therefrom, and that if Shares are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution

set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this

Section 4.1 is predicated upon the Company’s reliance upon this understanding.

4.2 Furnishing

of Information; Public Information.

(a) Until

the time that no Purchaser owns Shares purchased from the Company under this Agreement, the Company covenants to maintain the registration

of the Common Stock under Section 12(b) or 12(g) of the Exchange Act and to timely file (or obtain extensions in respect thereof and file

within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act.

(b) At

any time during the period commencing from the six (6) month anniversary of the date hereof and ending at such time that all of the Shares

may be sold without the requirement for the Company to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation

pursuant to Rule 144, the Company covenants to use its commercially reasonable efforts to timely file (or obtain extensions in respect

thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to

the Exchange Act. The Company further covenants that it will take such further action as any holder of Securities may reasonably request

to satisfy the provisions of this Section 4.2(b).

4.3 Integration.

The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section

2 of the Securities Act) that would be integrated with the offer or sale of the Shares in a manner that would require the registration

under the Securities Act of the sale of the Shares or that would be integrated with the offer or sale of the Shares for purposes of the

rules and regulations of any Trading Market such that it would require stockholder approval prior to the closing of such other transaction

unless stockholder approval is obtained before the closing of such subsequent transaction.

4.4 Securities

Laws Disclosure; Publicity. The Company shall (a) by the Disclosure Time, issue a press release disclosing the material terms of the

transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto,

with the Commission within the time required by the Exchange Act. Thereafter, the Company shall timely make any filings and notices required

by the Commission or applicable law with respect to the transactions contemplated hereby and/or with respect to any other material non-public

information. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions

in securities of the Company. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect

to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make

any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the

prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or

delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with

prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name

of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without

the prior written consent of such Purchaser, except (a) as required by federal securities law in connection with (i) any registration

statement contemplated by the Registration Rights Agreement and (ii) 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 Purchasers

with prior notice of such disclosure permitted under this clause (b) and reasonably cooperate with such Purchaser regarding such disclosure.

4.5 Stockholder

Rights Plan. The Company has no shareholder rights plan in effect as of the date of this Agreement and no such plan is currently contemplated

by the Company’s Board of Directors, and as such, no Purchaser could be deemed to trigger the provisions of any such plan or arrangement,

by virtue of receiving Shares under the Transaction Documents or under any other agreement between the Company and the Purchasers.

4.6 [Reserved]

4.7 Use

of Proceeds. Except as set forth on Schedule 4.7 attached hereto, the Company shall use the net proceeds from the sale of the

Shares hereunder for working capital purposes including trade payables in the ordinary course of the Company’s business.

4.8 Indemnification

of Purchasers. Subject to the provisions of this Section 4.8, the Company will indemnify and hold each Purchaser and its directors,

officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person

holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning

of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners

or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such

title or any other title) of such controlling persons (each, a “Purchaser Party”) 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 and warranties of such Purchaser Party

in this Agreement. The indemnification required by this Section 4.8 shall be made by periodic payments of the amount thereof during the

course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall

be in addition to any cause of action or similar right of any Purchaser Party against the Company or others and any liabilities the Company

may be subject to pursuant to law.

4.9 Reservation

of Common Stock. As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available at all

times, free of preemptive rights, a sufficient number of shares of Common Stock for the purpose of enabling the Company to issue Shares

pursuant to this Agreement.

4.10 Listing

of Common Stock. The Company hereby agrees to use commercially reasonable efforts to maintain the listing or quotation of the Common

Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote

all of the Shares on such Trading Market and promptly secure the listing of all of the Shares on such Trading Market. The Company further

agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all

of the Shares, and will take such other action as is necessary to cause all of the Shares to be listed or quoted on such other Trading

Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its

Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under

the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer

through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of

fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer.

4.11 Subsequent

Equity Sales. From the date hereof until 10 days after the Effective Date, neither the Company nor any Subsidiary shall (i) issue,

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

or (ii) file any registration statement or any amendment or supplement thereto, in each case other than (a) as contemplated pursuant to

the Registration Rights Agreement, (b) the filing of any amendment or supplement to an existing registration statement or prospectus related

thereto for an “at the market” offering with either Placement Agent as sales agent, (c) filing a registration statement on

Form S-8 in connection with any employee benefit plan, (d) a registration statement on Form S-4, and (e) in connection with the conversion

of up to fifty percent (50%) of the then existing secured debt of the Company to equity of the Company (which conversion, or portion thereof,

may be subject to shareholder approval under applicable Nasdaq and Commission rules). Notwithstanding the foregoing, this Section 4.11

shall not apply in respect of an Exempt Issuance, except that no Variable Rate Transaction shall be 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 the Transaction Documents. For clarification purposes, this provision constitutes a separate right

granted to each Purchaser by the Company and negotiated separately by each Purchaser, and is intended for the Company to treat the Purchasers

as a class and shall not in any way be construed as the Purchasers acting in concert or as a group with respect to the purchase, disposition

or voting of 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

4.4. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated

by this Agreement are publicly disclosed by the Company pursuant to the initial press release as described in Section 4.4, such Purchaser

will maintain the confidentiality of the existence and terms of this transaction and the information included in the Disclosure Schedules

(other than as disclosed to its legal and other representatives). Notwithstanding the foregoing, 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 Shares covered by this Agreement.

4.14 Form

D; Blue Sky Filings. The Company agrees to timely file a Form D with respect to the Shares as required under Regulation D and to provide

a copy thereof, promptly upon request of any Purchaser. The Company shall take such action as the Company shall reasonably determine is

necessary in order to obtain an exemption for, or to qualify the Shares for, sale to the Purchasers at the Closing under applicable securities

or “Blue Sky” laws of the states of the United States, and shall provide evidence of such actions promptly upon request of

any Purchaser.

4.15 Capital

Changes. Until the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common

Stock without the prior written consent of the Purchasers holding a majority in interest of the Shares, other than (i) a reverse stock

split that is required, in the good faith determination of the Board of Directors, to maintain the listing of the Common Stock on the

Trading Market, (ii) in connection with any transactions contemplated and set forth in a Form S-4 Registration Statement or (iii) such

stock split, reclassification or similar transactions as may be approved by the stockholders of the Company at any annual or special meeting

of the stockholders in accordance with applicable law, rules and regulations.

4.16 [Reserved]

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, 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 own 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 and any exercise notice delivered

by a Purchaser), stamp taxes and other taxes and duties levied in connection with the delivery of any Shares to the Purchasers.

5.3 Entire

Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties

with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect

to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

5.4 Notices.

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

be deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication is delivered via email

attachment at the email address as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York City time) on a

Trading Day, (b) the next Trading Day after the time of transmission, if such notice or communication is delivered via email attachment

at the email address as set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New

York City time) on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing, if sent by U.S. nationally

recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The address

for such notices and communications shall be as set forth on the signature pages attached hereto.

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 Shares 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 such disproportionately impacted Purchaser (or at least 50.1% in

interest of such 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 amendment effected in accordance with this Section 5.5 shall be binding upon each Purchaser

and holder of Shares 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 Shares, provided that such transferee agrees in writing to be bound, with respect to the transferred Shares, 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, warranties, and covenants

of the Company in this Agreement and the representations, warranties, and covenants of the Purchasers in this Agreement. This Agreement

is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of,

nor may any provision hereof be enforced by, any other Person, except as otherwise set forth in Section 4.8 and this Section 5.8.

5.9 Governing

Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed

by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts

of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense of the transactions

contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates,

directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts

sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting

in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction

contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably

waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such

court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives

personal service of process and consents to process being served in any such Action or Proceeding by mailing a copy thereof via registered

or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this

Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein

shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action

or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section

4.8, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’

fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.

5.10 Survival.

The representations and warranties contained herein shall survive the Closing and the delivery of the Shares.

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, 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.

5.14 Replacement

of Shares. If any certificate or instrument evidencing any Shares 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 Shares.

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

EGS. EGS 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 Liquidated

Damages. The Company’s obligations to pay any partial liquidated damages or other amounts owing under the Transaction

Documents, subject to such limitations set forth in this Agreement or applicable law, is a continuing obligation of the Company and shall

not terminate until all unpaid partial liquidated damages and other amounts have been paid notwithstanding the fact that the instrument

or security pursuant to which such partial liquidated damages or other amounts are due and payable shall have been canceled.

5.19 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.

5.20 Construction.

The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction Documents

and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall

not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and every reference to

share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse and forward stock splits,

stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

5.21 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.

SUNATION ENERGY, INC.

Address for Notice:

SUNation Energy, Inc.

171 Remington Boulevard

Ronkonkoma, NY

By:

Email: smaskin@sunation.com

Name:

Scott Maskin

Title:

Chief Executive Officer and Director

With a copy to (which shall not constitute notice):

Rimon, P.C.

400 Madison Avenue, Suite 11D

New York, NY 10017

e-mail: theodore.ghorra@rimonlaw.com

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGE FOR PURCHASER FOLLOWS]

[PURCHASER SIGNATURE PAGES TO SUNE

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: _________________

EIN Number: _______________________

[SIGNATURE PAGES CONTINUE]

EX-10.2 — REGISTRATION RIGHTS AGREEMENT, DATED JUNE 7, 2026

EX-10.2

Filename: ea029386801ex10-2.htm · Sequence: 4

Exhibit 10.2

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement

(this “Agreement”) is made and entered into as of June 7, 2026, between SUNation Energy, Inc., a Delaware corporation

(the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser”

and, collectively, the “Purchasers”).

This Agreement is made pursuant

to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).

The Company and each Purchaser

hereby agrees as follows:

1. Definitions.

Capitalized terms used

and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement.

As used in this Agreement, the following terms shall have the following meanings:

“Advice”

shall have the meaning set forth in Section 6(c).

“Effectiveness

Date” means, with respect to the Initial Registration Statement required to be filed hereunder, by the 30th calendar

day following the Filing Date (or, in the event of a “review” by the Securities and Exchange Commission (the “Commission”),

the 60th calendar day following the Filing Date) and with respect to any additional Registration Statement which may be required

pursuant to Section 2(c) or Section 3(c), the 60th calendar day following the date on which an additional Registration Statement

is required to be filed hereunder (or, in the event of a “full review” by the Commission, the 90th calendar day

following the Filing Date and with respect to any additional Registration Statement which may be required to be filed hereunder); provided,

however, that in the event the Company is notified by the Commission that one or more of the above Registration Statements will

not be reviewed or is no longer subject to further review and comments, the Effectiveness Date as to such Registration Statement shall

be the fifth Trading Day following the date on which the Company is so notified if such date precedes the dates otherwise required above,

provided, further, if such Effectiveness Date falls on a day that is not a Trading Day, then the Effectiveness Date shall be the next

succeeding Trading Day.

“Effectiveness

Period” shall have the meaning set forth in Section 2(a).

“Event”

shall have the meaning set forth in Section 2(d).

“Event

Date” shall have the meaning set forth in Section 2(d).

“Filing

Date” means, with respect to the Initial Registration Statement required hereunder, the earlier of (i) the 180th

calendar day following the Closing Date, (ii) the 30th calendar day following the Closing Date of a strategic merger transaction,

if any, or (iii) the 30th calendar day following any announcement that the Company is no longer pursuing, or has abandoned efforts to

consummate a strategic merger transaction, if any (or such earlier date as the Company reasonably determine it is eligible and permitted

to file pursuant to applicable Commission rules and guidance) and, with respect to any additional Registration Statements which may be

required pursuant to Section 2(c) or Section 3(c), the earliest practical date on which the Company is permitted by SEC Guidance to file

such additional Registration Statement related to the Registrable Securities.

“Holder”

or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.

“Indemnified

Party” shall have the meaning set forth in Section 5(c).

“Indemnifying

Party” shall have the meaning set forth in Section 5(c).

“Initial

Registration Statement” means the initial Registration Statement filed pursuant to this Agreement.

“Losses”

shall have the meaning set forth in Section 5(a).

“Plan of

Distribution” shall have the meaning set forth in Section 2(a).

“Prospectus”

means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously

omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated by the Commission

pursuant to the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of

any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus,

including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

“Registrable

Securities” means, as of any date of determination, (a) all Shares and (b) any securities issued or then issuable upon any stock

split, dividend or other distribution, recapitalization or similar event with respect to the foregoing; provided, however, that

any such Registrable Securities shall cease to be Registrable Securities (and the Company shall not be required to maintain the effectiveness

of any, or file another, Registration Statement hereunder with respect thereto) for so long as (a) a Registration Statement with respect

to the sale of such Registrable Securities is declared effective by the Commission under the Securities Act and such Registrable Securities

have been disposed of by the Holder in accordance with such effective Registration Statement, (b) such Registrable Securities have been

previously sold in accordance with Rule 144, or (c) such securities become eligible for resale without volume or manner-of-sale restrictions

and without current public information pursuant to Rule 144 as set forth in a written opinion letter to such effect, addressed, delivered

and acceptable to the Transfer Agent and the affected Holders (assuming that such securities and any securities issuable upon exercise,

conversion or exchange of which, or as a dividend upon which, such securities were issued or are issuable, were at no time held by any

Affiliate of the Company, as reasonably determined by the Company, upon the advice of counsel to the Company.

“Registration

Statement” means any registration statement required to be filed hereunder pursuant to Section 2(a) and any additional registration

statements contemplated by Section 2(c) or Section 3(c), including (in each case) the Prospectus, amendments and supplements to any such

registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated

by reference or deemed to be incorporated by reference in any such registration statement.

“Rule 415”

means Rule 415 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.

“Selling

Stockholder Questionnaire” shall have the meaning set forth in Section 3(a).

“SEC Guidance”

means (i) any publicly-available written or oral guidance of the Commission staff, or any comments, requirements or requests of the Commission

staff and (ii) the Securities Act.

“Shares”

means the shares of the Company’s Common Stock, par value $0.05 per share, sold to the Purchasers pursuant to the terms of the Purchase

Agreement.

2. Shelf

Registration.

(a) On

or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all

of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous

basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-3 (except if the Company is not then eligible

to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in

accordance herewith, subject to the provisions of Section 2(e)) and shall contain (unless otherwise directed by at least 85% in interest

of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling

Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to

be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement,

the Company shall use its commercially reasonable best efforts to cause a Registration Statement filed under this Agreement (including,

without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof,

but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously

effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been

sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without

the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the

counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected

Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement

as of 5:30 p.m. (New York City time) on a Trading Day. The Company shall promptly (in any event within twenty-four (24) hours) notify

the Holders via e-mail of the Commission declared effectiveness of a Registration Statement. The Company shall, by 9:30 a.m. (New York

City time) on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as

required by Rule 424.

(b)

Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable

Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration

statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments

to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to

be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary

offering, subject to the provisions of Section 2(e); with respect to filing on Form S-3 or other appropriate form; provided, however,

that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration

of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation

612.09.

any other provision of this Agreement, if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities

permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent

efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), which event shall

not subject the Company to any payment of liquidated damages under Section 2(d), unless otherwise directed in writing by a Holder as to

its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows:

a. First, the Company shall reduce or eliminate any securities

to be included other than Registrable Securities; and

b. Second, the Company shall reduce Registrable Securities represented by Shares (applied, in the case that

some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders).

In the event of a cutback hereunder,

the Company shall give the Holder at least three (3) Trading Days prior written notice along with the calculations as to such Holder’s

allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its

best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants

of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable

Securities that were not registered for resale on the Initial Registration Statement, as amended.

Notwithstanding any provision to the

contrary in this Agreement, the parties hereto agree that the Company’s delay or failure to have a Registration Statement declared

effective due to the Commission taking the position that the offering is a constructive primary offering shall not be a breach of any

provision of this Agreement and no liquidated damages shall accrue as to any cut back shares.

(d) If

: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement

without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein or the Company subsequent

withdraws the filing of the Registration Statement without a reasoned and supportable basis, the Company shall be deemed to have not satisfied

this clause (i), or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance

with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company is notified

(orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or

will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective

amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within such number

of Business Days set forth in and following the receipt of comments by or notice from the Commission that such amendment is required in

order for such Registration Statement to be declared effective, or (iv) a Registration Statement registering for resale all of the Registrable

Securities, subject to the cutback limitations set forth in Section 2(c) of this Agreement, is not declared effective by the Commission

by the Effectiveness Date of the Initial Registration Statement or (v) after the effective date of a Registration Statement, subject to

the Company’s right under Section 3(j) of this Agreement, such Registration Statement ceases for any reason to remain continuously

effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize

the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate

of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being

referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose

of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten

(10) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period,

as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may

have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable

Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash,

as partial liquidated damages and not as a penalty, equal to the product of 2.0% multiplied by the aggregate Subscription Amount paid

by such Holder pursuant to the Purchase Agreement. The parties agree that the maximum aggregate liquidated damages payable to a Holder

under this Agreement shall be 10% of the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement. If the

Company fails to pay any partial liquidated damages pursuant to this Section in full within seven Business Days after the date payable,

the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable

law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon,

are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of

a month prior to the cure of an Event.

(e) If

Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale

of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 as soon

as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until

such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission.

(f) Notwithstanding

anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate of a Holder as any

“underwriter” without the prior written consent of such Holder, which consent shall not be unreasonably withheld.

3. Registration

Procedures.

In connection with the Company’s

registration obligations hereunder, the Company shall:

(a) Not

less than five (5) Trading Days prior to the filing of each Registration Statement and not less than one (1) Trading Day prior to the

filing of any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated or deemed to

be incorporated therein by reference), the Company shall (i) furnish to each Holder copies of all such documents proposed to be filed,

which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the review, but not the express

approval of such Holders other than as set forth in the remainder of this subsection as to inquiries and objections, of such Holders,

and (ii) cause its officers and directors, counsel and independent registered public accountants to respond to such inquiries as shall

be necessary, in the reasonable opinion of respective counsel to each Holder, to conduct a reasonable investigation within the meaning

of the Securities Act. The Company shall not file a Registration Statement or any such Prospectus or any amendments or supplements thereto

to which the Holders of a majority of the Registrable Securities shall reasonably object in good faith, provided that, the Company is

notified of such objection in writing no later than five (5) Trading Days after the Holders have been so furnished copies of a Registration

Statement or one (1) Trading Day after the Holders have been so furnished copies of any related Prospectus or amendments or supplements

thereto. Each Holder agrees to furnish to the Company a completed questionnaire in the form attached to this Agreement as Annex C

(a “Selling Stockholder Questionnaire”) on a date that is not less than two (2) Trading Days prior to the Filing Date

or by the end of the fourth (4th) Trading Day following the date on which such Holder receives draft materials in accordance

with this Section. The parties hereto agree and acknowledge that the Company shall rely solely on the Placement Agent(s) (as defined in

the Purchase Agreement) to satisfy the Company’s obligation to furnish a copy of the Registration Statement and Prospectus (or other

filings) the Holders pursuant to its obligations hereunder.

(b) (i)

Prepare and file with the Commission such amendments, including post-effective amendments, to a Registration Statement and the Prospectus

used in connection therewith as may be necessary to keep a Registration Statement continuously effective as to the applicable Registrable

Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements in order to register

for resale under the Securities Act all of the Registrable Securities, (ii) cause the related Prospectus to be amended or supplemented

by any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented or amended, to be filed pursuant

to Rule 424, (iii) respond as promptly as reasonably possible to any comments received from the Commission with respect to a Registration

Statement or any amendment thereto and, if requested in writing by a Holder, provide as promptly as reasonably possible to the Holders

true and complete copies of all correspondence from and to the Commission relating to a Registration Statement (provided that, the Company

shall excise any information contained therein which would constitute material non-public information regarding the Company or any of

its Subsidiaries), and (iv) comply in all material respects with the applicable provisions of the Securities Act and the Exchange Act

with respect to the disposition of all Registrable Securities covered by a Registration Statement during the applicable period in accordance

(subject to the terms of this Agreement) with the intended methods of disposition by the Holders thereof set forth in such Registration

Statement as so amended or in such Prospectus as so supplemented.

during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock

then registered in a Registration Statement, then the Company shall file as soon as reasonably practicable, but in any case prior to the

applicable Filing Date, an additional Registration Statement covering the resale by the Holders of not less than the number of such Registrable

Securities.

(d) Notify

the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied by

an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably possible (and,

in the case of (i)(A) below, not less than one (1) Trading Day prior to such filing) and (if requested by any such Person) confirm such

notice in writing no later than one (1) Trading Day following the day (i)(A) when a Prospectus or any Prospectus supplement or post-effective

amendment to a Registration Statement is proposed to be filed, (B) when the Commission notifies the Company whether there will be a “review”

of such Registration Statement and whenever the Commission comments in writing on such Registration Statement, and (C) with respect to

a Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any request by the Commission or

any other federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional

information, (iii) of the issuance by the Commission or any other federal or state governmental authority of any stop order suspending

the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for

that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption

from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding

for such purpose, (v) of the occurrence of any event or passage of time that makes the financial statements included in a Registration

Statement ineligible for inclusion therein or any statement made in a Registration Statement or Prospectus or any document incorporated

or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to a Registration Statement,

Prospectus or other documents so that, in the case of a Registration Statement or the Prospectus, as the case may be, it 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, in light of the circumstances under which they were made, not misleading, and (vi) of the occurrence or existence of any pending

corporate development with respect to the Company that the Company believes may be material and that, in the determination of the Company,

makes it not in the best interest of the Company to allow continued availability of a Registration Statement or Prospectus; provided,

however, that in no event shall any such notice contain any information which would constitute material, non-public information

regarding the Company or any of its Subsidiaries, and the Company agrees that the Holders shall not have any duty of confidentiality to

the Company or any of its Subsidiaries and shall not have any duty to the Company or any of its Subsidiaries not to trade on the basis

of such information.

(e) Use

its commercially reasonable best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order stopping or suspending

the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of

the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.

(f) Furnish

to each Holder, without charge, at least one conformed copy of each such Registration Statement and each amendment thereto, including

financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested

by such Person, and all exhibits to the extent requested by such Person (including those previously furnished or incorporated by reference)

promptly after the filing of such documents with the Commission, provided that any such item which is available on the EDGAR system (or

successor thereto) need not be furnished in physical form.

(g) Subject

to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by

each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any

amendment or supplement thereto, except after the giving of any notice pursuant to Section 3(d).

(h)

Prior to any resale of Registrable Securities by a Holder, use its commercially reasonable efforts to register or qualify or cooperate

with the selling Holders in connection with the registration or qualification (or exemption from the registration or qualification) of

such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within the United

States as any Holder reasonably requests in writing, to keep each registration or qualification (or exemption therefrom) effective during

the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions

of the Registrable Securities covered by each Registration Statement, provided that the Company shall not be required to qualify generally

to do business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any such jurisdiction

where it is not then so subject or file a general consent to service of process in any such jurisdiction.

(i) If

requested by a Holder, cooperate with such Holder to facilitate the timely preparation and delivery of certificates (or an electronic

statement in lieu thereof) representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which

certificates (or an electronic statement in lieu thereof) shall be free, to the extent permitted by the Purchase Agreement, of all restrictive

legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holder may request.

(j) Upon

the occurrence of any event contemplated by Section 3(d), as promptly as reasonably possible under the circumstances taking into

account the Company’s good faith assessment of any adverse consequences to the Company and its stockholders of the premature disclosure

of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration Statement or a supplement to

the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document

so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will contain an untrue statement of a material

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

under which they were made, not misleading. If the Company notifies the Holders in accordance

with clauses (iii) through (vi) of Section 3(d) above to suspend the use of any Prospectus until the requisite changes to such Prospectus

have been made, then the Holders shall suspend use of such Prospectus. The Company will use its best efforts to ensure that the use of

the Prospectus may be resumed as promptly as is practicable. The Company shall be entitled to exercise its right under this Section 3(j)

to suspend the availability of a Registration Statement and Prospectus, subject to the payment of partial liquidated damages if otherwise

required pursuant to Section 2(d), for a period not to exceed 60 calendar days (which need not be consecutive days) in any 12-month period.

(k) Otherwise

use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission under the Securities Act and

the Exchange Act, including, without limitation, Rule 172 under the Securities Act, file any final Prospectus, including any supplement

or amendment thereof, with the Commission pursuant to Rule 424 under the Securities Act, promptly inform the Holders in writing if, at

any time during the Effectiveness Period, the Company does not satisfy the conditions specified in Rule 172 and, as a result thereof,

the Holders are required to deliver a Prospectus in connection with any disposition of Registrable Securities and take such other actions

as may be reasonably necessary to facilitate the registration of the Registrable Securities hereunder.

(l) The

Company shall use its commercially reasonable best efforts to maintain eligibility for use of Form S-3 (or any successor form thereto)

for the registration of the resale of Registrable Securities.

(m) The

Company may require each selling Holder to furnish to the Company a certified statement as to the number of shares of Common Stock beneficially

owned by such Holder and, if required by the Commission, the natural persons thereof that have voting and dispositive control over the

shares. During any periods that the Company is unable to meet its obligations hereunder with respect to the registration of the Registrable

Securities solely because any Holder fails to furnish such information within three Trading Days of the Company’s request, any liquidated

damages that are accruing at such time as to such Holder only shall be tolled and any Event that may otherwise occur solely because of

such delay shall be suspended as to such Holder only, until such information is delivered to the Company.

4. Registration

Expenses. All fees and expenses incident to the performance of or compliance with, this Agreement by the Company shall be borne by

the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to

in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees

and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission,

(B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and (C)

in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation,

fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities),

(ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), (iii) messenger,

telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the

Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation

of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred

in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, legal and accounting

expenses), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities

on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of

any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

5. Indemnification.

(a) Indemnification

by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the

officers, directors, members, partners, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a

result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and 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 each

of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange

Act) and the officers, directors, members, stockholders, partners, agents and 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 each such controlling Person, to the

fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without

limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or

relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any Prospectus or any

form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission

or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus

or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation

by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection

with the performance of its obligations under this Agreement, except to the extent, but only to the extent, that (i) such untrue statements

or omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for

use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable

Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement, such Prospectus

or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose) or (ii) in

the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the use by such Holder of an outdated, defective

or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or

otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(c). The Company

shall notify the Holders promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions

contemplated by this Agreement of which the Company is aware. Such indemnity shall remain in full force and effect regardless of any investigation

made by or on behalf of such indemnified person and shall survive the transfer of any Registrable Securities by any of the Holders in

accordance with Section 6(f).

(b) Indemnification

by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents

and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange

Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law,

from and against all Losses, as incurred, to the extent arising out of or based solely upon: any untrue or alleged untrue statement of

a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary

prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary

to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were

made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information

so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii)

to the extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder

Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such

Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose),

such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than

the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and

the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such

Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder

(an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the

“Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including

the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection

with defense thereof, provided that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party

of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a

court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have materially

and adversely prejudiced the Indemnifying Party.

An Indemnified

Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and

expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in

writing to pay such fees and expenses, (2) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding

and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding, or (3) the named parties to any such Proceeding

(including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and counsel to the Indemnified Party

shall reasonably believe that a material conflict of interest is likely to exist if the same counsel were to represent such Indemnified

Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to

employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense

thereof and the reasonable fees and expenses of no more than one separate counsel shall be at the expense of the Indemnifying Party).

The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent

shall not be unreasonably withheld or delayed. No Indemnifying Party shall, without the prior written consent of the Indemnified Party,

effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes

an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding.

Subject to the

terms of this Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent

incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section) shall

be paid to the Indemnified Party, as incurred, within ten Trading Days of written notice thereof to the Indemnifying Party, provided that

the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable to such actions

for which such Indemnified Party is finally determined by a court of competent jurisdiction (which determination is not subject to appeal

or further review) not to be entitled to indemnification hereunder.

(d) Contribution.

If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party

harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such

proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions,

statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such

Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including

any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by,

or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge,

access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party

as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’

or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified

for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms.

The parties hereto

agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or

by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding

paragraph. In no event shall the contribution obligation of a Holder of Registrable Securities be greater in amount than the dollar amount

of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any

damages such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission)

received by it upon the sale of the Registrable Securities giving rise to such contribution obligation.

The indemnity and

contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified

Parties.

6. Miscellaneous.

(a) Remedies.

In the event of a breach by the Company or by a Holder of any of their respective obligations under this Agreement, each Holder or the

Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery

of damages, shall be entitled to specific performance of its rights under this Agreement. Each of the Company and each Holder agrees that

monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions

of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach, it shall

not assert or shall waive the defense that a remedy at law would be adequate.

(b) No

Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except as set forth on Schedule 6(b) attached

hereto, neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities

of the Company in any Registration Statements other than the Registrable Securities. The Company shall not file any other registration

statements other than the Registration Statement during the prohibition period set forth in Section 4.11 of the Purchase Agreement and

other than as permitted pursuant to Section 4.11 of the Purchase Agreement (or related to such other Exempt Issuance, as defined in the

Purchase Agreement).

Disposition. By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from the Company of the

occurrence of any event of the kind described in Section 3(d)(iii) through (vi), such Holder will forthwith discontinue

disposition of such Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”)

by the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company will

use its commercially reasonable best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable.

(d) Amendments

and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented,

and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed by the

Company and the Holders of 50.1% or more of the then outstanding Registrable Securities (for purposes of clarification, this includes

any Registrable Securities issuable upon exercise or conversion of any Security), provided that, if any amendment, modification or waiver

disproportionately and adversely impacts a Holder (or group of Holders), the consent of such disproportionately impacted Holder (or group

of Holders) shall be required. If a Registration Statement does not register all of the Registrable Securities pursuant to a waiver or

amendment done in compliance with the previous sentence, then the number of Registrable Securities to be registered for each Holder shall

be reduced pro rata among all Holders and each Holder shall have the right to designate which of its Registrable Securities shall be omitted

from such Registration Statement. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect

to a matter that relates exclusively to the rights of a Holder or some Holders and that does not directly or indirectly affect the rights

of other Holders may be given only by such Holder or Holders of all of the Registrable Securities to which such waiver or consent relates;

provided, however, that the provisions of this sentence may not be amended, modified, or supplemented except in accordance

with the provisions of the first sentence of this Section 6(d). No consideration shall be offered or paid to any Person to amend

or consent to a waiver or modification of any provision of this Agreement unless the same consideration also is offered to all of the

parties to this Agreement.

(e) Notices.

Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered as set forth

in the Purchase Agreement.

(f) Successors

and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the

parties and shall inure to the benefit of each Holder. The Company may not assign (except by merger) its rights or obligations hereunder

without the prior written consent of all of the Holders of the then outstanding Registrable Securities. Each Holder may assign their respective

rights hereunder in the manner and to the Persons as permitted under Section 5.7 of the Purchase Agreement.

(g) No

Inconsistent Agreements. Neither the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall the Company

or any of its Subsidiaries, on or after the date of this Agreement, enter into any agreement with respect to its securities, that would

have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. Except

as set forth in its SEC Reports, neither the Company nor any of its Subsidiaries has previously entered into any agreement granting any

registration rights with respect to any of its securities to any Person that have not expired or been satisfied in full.

(h) Execution

and Counterparts. 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 e-mail delivery

of a “.pdf” format data file or any electronic signature complying with the U.S. federal ESIGN Act of 2000 (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.

(i) Governing

Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined in

accordance with the provisions of the Purchase Agreement.

(j) Cumulative

Remedies. The remedies provided herein are cumulative and not exclusive of any other remedies provided by law.

(k) 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.

(l) Headings.

The headings in this Agreement are for convenience only, do not constitute a part of the Agreement and shall not be deemed to limit or

affect any of the provisions hereof.

(m) Independent

Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not joint with the obligations

of any other Holder hereunder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder

hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and no action taken by any Holder

pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind

of group or entity, or create a presumption that the Holders are in any way acting in concert or as a group or entity with respect to

such obligations or the transactions contemplated by this Agreement or any other matters, and the Company acknowledges that the Holders

are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or transactions.

Each Holder shall be entitled to protect and enforce its rights, including without limitation the rights arising out of this Agreement,

and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose. The use of

a single agreement with respect to the obligations of the Company contained was solely in the control of the Company, not the action or

decision of any Holder, and was done solely for the convenience of the Company and not because it was required or requested to do so by

any Holder. It is expressly understood and agreed that each provision contained in this Agreement is between the Company and a Holder,

solely, and not between the Company and the Holders collectively and not between and among Holders.

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

(Signature

Pages Follow)

IN WITNESS WHEREOF, the parties

have executed this Registration Rights Agreement as of the date first written above.

sunation energy, inc.

By:

Name:

Title:

[SIGNATURE PAGE OF HOLDERS FOLLOWS]

[SIGNATURE

PAGE OF HOLDERS TO SUNE RRA]

Name of Holder: __________________________

Signature of Authorized Signatory of Holder: __________________________

Name of Authorized Signatory: _________________________

Title of Authorized Signatory: __________________________

[SIGNATURE PAGES CONTINUE]

Annex A

Plan of Distribution

Each Selling Stockholder (the

“Selling Stockholders”) of the securities and any of their pledgees, assignees and successors-in-interest may, from

time to time, sell any or all of their securities covered hereby on the principal Trading Market or any other stock exchange, market or

trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling

Stockholder may use any one or more of the following methods when selling securities:

● ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

● block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the

block as principal to facilitate the transaction;

● purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

● an exchange distribution in accordance with the rules of the applicable exchange;

● privately negotiated transactions;

● settlement of short sales;

● in transactions through broker-dealers that agree with the Selling Stockholders to sell a specified number of such securities at a

stipulated price per security;

● through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

● a combination of any such methods of sale; or

● any other method permitted pursuant to applicable law.

The Selling Stockholders may

also sell securities under Rule 144 or any other exemption from registration under the Securities Act of 1933, as amended (the “Securities

Act”), if available, rather than under this prospectus.

Broker-dealers engaged by

the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts

from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts

to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a

customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown in

compliance with FINRA Rule 2121.

In connection with the sale

of the securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial

institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling

Stockholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities

to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with

broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer

or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution

may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The Selling Stockholders and

any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning

of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any

profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities

Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly

or indirectly, with any person to distribute the securities.

The Company is required to

pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company has agreed to indemnify

the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

We agreed to keep this prospectus

effective until the earlier of (i) the date on which the securities may be resold by the Selling Stockholders without registration and

without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance

with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securities

have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities

will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in

certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable

state or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules and

regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market

making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement

of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules

and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the common stock by the Selling

Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them

of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule

172 under the Securities Act).

SELLING SHAREHOLDERS

The common stock being offered

by the selling shareholders are those previously issued to the selling shareholders. For additional information regarding the issuances

of those shares of common stock, see “Private Placement of Shares of Common Stock” above. We are registering the shares of

common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of

the shares of common stock, the selling shareholders have not had any material relationship with us within the past three years.

The table below lists the

selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders.

The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of

the shares of common stock, as of ________, 2026.

The third column lists the

shares of common stock being offered by this prospectus by the selling shareholders.

In accordance with the terms

of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the number of shares

of common stock issued to the selling shareholders in the “Private Placement of Shares of Common Stock” described above. The

fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus.

Name of Selling Shareholder

Number of shares of

Common Stock Owned

Prior to Offering

Maximum Number of

shares of Common Stock

to be Sold Pursuant to this

Prospectus

Number of shares of

Common Stock Owned

After Offering

Annex C

sunation

energy, inc.

Selling Stockholder Notice and Questionnaire

The undersigned beneficial

owner of common stock (the “Registrable Securities”) of SUNation Energy, Inc., a Delaware corporation (the “Company”),

understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”)

a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities

Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the

Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the

Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise

defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement.

Certain legal consequences

arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial

owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or

not being named as a selling stockholder in the Registration Statement and the related prospectus.

NOTICE

The undersigned beneficial

owner (the “Selling Stockholder”) of Registrable Securities hereby elects to include the Registrable Securities owned

by it in the Registration Statement.

The undersigned hereby provides the following

information to the Company and represents and warrants that such information is accurate:

QUESTIONNAIRE

1. Name.

(a) Full Legal Name of Selling Stockholder

(b) Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities

are held:

or with others has power to vote or dispose of the securities covered by this Questionnaire):

2. Address for Notices to Selling Stockholder:

Telephone:

E-Mail:

Contact Person:

3. Broker-Dealer Status:

(a) Are you a broker-dealer?

Yes ☐ No ☐

(b) If “yes” to Section 3(a), did you receive your Registrable Securities as compensation for

investment banking services to the Company?

Yes ☐ No ☐

Note: If “no” to Section 3(b), the Commission’s

staff has indicated that you should be identified as an underwriter in the Registration Statement.

Yes ☐ No ☐

(d) If you are an affiliate of a broker-dealer, do you certify that you purchased the Registrable Securities

in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements

or understandings, directly or indirectly, with any person to distribute the Registrable Securities?

Yes ☐ No ☐

Note: If “no” to Section 3(d), the Commission’s

staff has indicated that you should be identified as an underwriter in the Registration Statement.

4. Beneficial Ownership of Securities

of the Company Owned by the Selling Stockholder.

Except as set forth below in this

Item 4, the undersigned is not the beneficial or registered owner of any securities of the Company other than the securities issuable

pursuant to the Purchase Agreement.

(a) Type and Amount of other securities beneficially owned by the Selling Stockholder:

5. Relationships with the Company:

Except as set forth below, neither

the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity securities

of the undersigned) has held any position or office or has had any other material relationship with the Company (or its predecessors or

affiliates) during the past three years.

State any exceptions here:

The undersigned agrees to

promptly notify the Company of any material inaccuracies or changes in the information provided herein that may occur subsequent to the

date hereof at any time while the Registration Statement remains effective; provided, that the undersigned shall not be required to notify

the Company of any changes to the number of securities held or owned by the undersigned or its affiliates.

signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 5 and

the inclusion of such information in the Registration Statement and the related prospectus and any amendments or supplements thereto.

The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of

the Registration Statement and the related prospectus and any amendments or supplements thereto.

IN WITNESS WHEREOF the undersigned,

by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized

agent.

Date:

Beneficial Owner:

By:

Name:

Title:

PLEASE EMAIL A .PDF COPY OF THE COMPLETED AND

EXECUTED NOTICE AND QUESTIONNAIRE TO:

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