Form 8-K

8-K — Eva Live Inc

Accession: 0001493152-26-016597

Filed: 2026-04-14

Period: 2026-04-14

CIK: 0001983736

SIC: 7370 (SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC.)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

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8-K

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0001983736

2026-04-14

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

DC 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date

of Report: April 14, 2026

(Date

of earliest event reported)

EVA

LIVE INC.

(Exact

name of registrant as specified in its charter)

Nevada

001-43076

88-2864075

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS.

Employer

Identification

No.)

The

Plaza, 1800 Century Park East, Suite 600

Los

Angeles, CA 90067

(Address

of principal executive offices, including zip code)

(310)

229-5981

(Registrant’s

telephone number, including area code)

N/A

(Former

name or former address, if changed since the last report)

Check

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

any of the following provisions (see General Instruction A.2. below):

☐

Written

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

☐

Soliciting

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

☐

Pre-commencement

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

☐

Pre-commencement

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

Securities

registered pursuant to Section 12(b) of the Act: None

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.0001

GOAI

The

Nasdaq Stock Market LLC

Indicate

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

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

Emerging

growth company ☒

an emerging growth company, indicate by a 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 Material Definitive Agreement

April 14, 2026, Eva Live Inc. (the “Company”) entered into an Equity Distribution Agreement, or the EDA, with Maxim

Group LLC, as sales agent (the “Agent”), pursuant to which the Company may offer and sell, from time to time through the

Agent, shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), having an aggregate

offering price of up to $100,000,000 (the “Shares”), subject to the terms and conditions of the EDA.

Subject

to the terms and conditions of the EDA, the Agent will use commercially reasonable efforts consistent with its normal trading and sales

practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Capital Market to sell the Shares

from time to time based upon the Company’s instructions, including any price, time or size limits specified by us. Under the EDA,

the Agent may sell the Shares by any method deemed to be an “at the market” offering as defined in Rule 415 under the U.S.

Securities Act of 1933, as amended, including in privately negotiated transactions. The Company may instruct the Agent not to sell shares

of Common Stock if the sales cannot be effected at or above the price designated by the Company from time to time.

The

Company has agreed to pay the Agent a fixed commission rate of 3.0% of the aggregate gross proceeds from the sale of the Shares pursuant

to the EDA. The Company also agreed to reimburse the Agent the fees and expenses of the Agent, including but not limited to the fees

and expenses of legal counsel to the Agent, payable upon the execution of the EDA, in an amount not to exceed $30,000. In addition, the

Company will reimburse the Agent upon request for such costs, fees and expenses incurred in connection with the EDA in an amount not

to exceed $3,500 on each Bringdown Date, as defined in the EDA.

The

Company is not obligated to make any sales of its common stock under the EDA and no assurance can be given that we will sell any shares

under the EDA, or, if we do, as to the price or amount of shares that we will sell, or the dates on which any such sales will take place.

The EDA may be terminated at any time upon the mutual agreement of the Company and Agent or by either party upon five (5) days’

prior notice and will automatically terminate upon the earlier of (i) the twelve month anniversary of the ETA, (ii) the sale of all shares

under the EDA; or (iii) the Company’s failure to deliver the shares by the Settlement Date (as defined in the EDA).

The

EDA contains customary representations and warranties of the parties and indemnification and contribution provisions under which the

Company and the Agent have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act.

The Company intends to use the net proceeds from the sales of Shares under the EDA for working capital and general corporate purposes.

Sales

of shares of common stock under the EDA will be made pursuant to the registration statement on Form S-3 (File No. 333-294416), which

was declared effective by the U.S. Securities and Exchange Commission, or SEC, on March 24, 2026, including the prospectus included in

such registration statement, and a related prospectus supplement filed with the SEC on April 14, 2026, for an aggregate offering

price of up to $100,000,000.

The

foregoing summary of the EDA does not purport to be complete and is qualified in its entirety by reference to the full text of the EDA,

which is filed herewith as Exhibit 10.1.

This

Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any shares under the EDA, nor

shall there be any sale of such shares 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.

This

report contains forward-looking statements. Forward-looking statements include, but are not limited to, statements that express our intentions,

beliefs, expectations, strategies, predictions or any other statements related to our future activities, or future events or conditions.

These statements are based on current expectations, estimates and projections about our business based, in part, on assumptions made

by management. These statements are not guarantees of future performances and involve risks, uncertainties and assumptions that are difficult

to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking

statements due to numerous factors, including those risks discussed in our Annual Report on Form 10-K and in other documents that we

file from time to time with the SEC. Any forward-looking statements speak only as of the date on which they are made, and we do not undertake

any obligation to update any forward-looking statement to reflect events or circumstances after the date of this report, except as required

by law

ITEM

9.01 - FINANCIAL STATEMENTS AND EXHIBITS.

Exhibits

Exhibit

No.

Description

5.1

Opinion of Sichenzia Ross Ference Carmel LLP

10.1

Equity

Distribution Agreement, dated April 14, 2026, by and between Eva live Inc. and Maxim Group LLC

23.1

Consent of Sichenzia Ross Ference Carmel LLP (included in Exhibit 5.1)

104

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SIGNATURE

Pursuant

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

behalf by the undersigned hereunto duly authorized.

EVA

LIVE INC.

April

14, 2026

By:

/s/

David Boulette

Date

David

Boulette

President

and CEO

EX-5.1

Filename: ex5-1.htm · Sequence: 2

Exhibit

5.1

April

14, 2026

Eva

Live Inc.

2029

Century Park East, Suite # 400N

Los

Angeles, CA

Re:

Registration Statement on Form S-3, as amended (File No. 333-294416)

Ladies

and Gentlemen:

You

have requested our opinion with respect to certain matters in connection with the proposed offer and sale by Eva Live Inc., a Nevada

corporation (the “Company”), of up to an aggregate of $100,000,000 shares of the Company’s common stock, par value

$0.0001 per share (the “Placement Shares”), in an “at the market offering” as defined under Rule 415 promulgated

under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a Registration Statement on Form S-3 (File

No. 333-294416) (the “Registration Statement”), originally filed by the Company under the Securities Act with the Securities

and Exchange Commission (“SEC”) on March 18, 2026, and declared effective by the SEC on March 24, 2026, the base prospectus

contained therein (the “Base Prospectus”), and the prospectus supplement relating to the proposed offer and sale of the Shares

filed with the SEC on April 14, 2026, pursuant to Rule 424(b) of the rules and regulations promulgated under the Securities Act

(the “Prospectus Supplement,” and together with the Base Prospectus, the “Prospectus”). We understand that the

Shares are proposed to be offered and sold by the Company through Maxim Group LLC, as sales agent (the “Agent”), pursuant

to the Equity Distribution Agreement, dated April 14, 2026, by and between the Company and the Agent (the “Equity Distribution

Agreement”).

connection with the registration of the Shares, we have examined originals, or copies certified or otherwise identified to our satisfaction,

of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion, including (i)

the Articles of Incorporation and Bylaws of the Company, (ii) minutes and records of the corporate proceedings of the Company, (iii)

the Registration Statement and the exhibits thereto, (iv) the Prospectus and (v) the Equity Distribution Agreement.

For

purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals

of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have

also assumed the legal capacity of all natural persons, the genuineness of the signatures of persons signing all documents in connection

with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Company and

the due authorization, execution and delivery of all documents by the parties thereto other than the Company. We have not independently

established or verified any facts relevant to the opinions expressed herein, but have relied upon statements and representations of the

officers and other representatives of the Company.

Further,

in connection with our opinions expressed below, we have assumed that, (i) at or prior to the time of the delivery of any of the Shares,

there will not have occurred any change in the law or the facts affecting the validity of the Shares, (ii) at the time of the offer,

issuance and sale of any Shares, no stop order suspending the Registration Statement’s effectiveness will have been issued and

remain in effect, and (iii) no future amendments will be made to the company’s Articles of Incorporation that would be in conflict

with or inconsistent with the Company’s right and ability to issue the Shares.

1185

AVENUE OF THE AMERICAS | 31ST FLOOR | NEW YORK, NY |

10036

T (212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW

express no opinion regarding the effectiveness of any waiver or stay, extension or of unknown future rights. Further, we express no opinion

regarding the effect of provisions relating to indemnification, exculpation or contribution to the extent such provisions may be held

unenforceable as contrary to federal or state securities laws or public policy.

Based

upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, we are of

the opinion that the Shares have been duly authorized and, when issued and sold in the manner described in the Registration Statement,

the Prospectus and the Equity Distribution Agreement, will be validly issued, fully paid and non-assessable.

do not find it necessary for the purposes of this opinion, and accordingly we do not purport to cover herein, the application of the

securities or “Blue Sky” laws of the various states to the sale of the Shares.

are members of the bar of the State of New York. We express no opinion as to the laws of any jurisdiction other than the laws of the

State of New York. Insofar as the matters covered by this opinion may be governed by the laws of other states we have assumed that such

laws are identical in all respects to the laws of the State of New York.

hereby consent to the reference to our firm under the caption “Legal Matters” in the Prospectus and to the filing of this

opinion as an exhibit in the Current Report on Form 8-K to be filed with the Commission for incorporation by reference into the Registration

Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under

Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

This

opinion is strictly limited to the matters stated herein and no other or more extensive opinion is intended, implied or to be inferred

beyond the matters expressly stated herein. This opinion letter is not a guaranty nor may one be inferred or implied. This opinion is

rendered as of the date hereof and based solely on our understanding of facts in existence as of such date after the examination described

in this opinion. We assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter

be brought to our attention whether or not such occurrence would affect or modify the opinions expressed herein

Very

truly yours,

/s/

Sichenzia Ross Ference Carmel LLP

SICHENZIA

ROSS FERENCE CARMEL LLP

1185

AVENUE OF THE AMERICAS | 31ST FLOOR | NEW YORK, NY |

10036

T (212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW

EX-10.1

Filename: ex10-1.htm · Sequence: 3

Exhibit

10.1

EVA

LIVE INC.

to $100,000,000 of Common Stock

EQUITY

DISTRIBUTION AGREEMENT

April

14, 2026

Maxim

Group LLC

300 Park Avenue, 16th Floor

New York, New York 10022

Ladies

and Gentlemen:

Eva

Live Inc., a Nevada corporation (the “Company”), proposes to issue and sell through Maxim Group LLC (the “Agent”),

as sales agent, common stock of the Company, par value $0.0001 per share (the “Common Stock”), having an aggregate

offering price of up to $100,000,000 of Common Stock (the Common Stock subject to this Equity Distribution Agreement (this “Agreement”)

being referred to herein as the “Shares”) on terms set forth herein. The Shares consist entirely of authorized

but unissued Common Stock to be issued and sold by the Company.

The

Company hereby confirms its agreement with the Agent with respect to the sale of the Shares.

1. Representations

and Warranties of the Company.

(a) The

Company represents and warrants to, and agrees with, the Agent as follows:

(i) A

registration statement on Form S-3 (File No. 333-294416) (the “registration statement”) was initially declared

effective by the Securities and Exchange Commission (the “Commission”) on March 24, 2026, 2026, and is currently

effective, under the Securities Act of 1933, as amended (the “Securities Act of 1933”), and the rules and regulations

promulgated thereunder (the “Rules and Regulations” and collectively with the Securities Act of 1933, the “Securities

Act”); since the date of effectiveness of the registration statement, no additional or supplemental information was requested

by the Commission; no stop order of the Commission preventing or suspending the use of any Base Prospectus (as defined below), the Prospectus

Supplement (as defined below), the Prospectus (as defined below) or any Permitted Free Writing Prospectus (as defined below), or the

effectiveness of the Registration Statement, has been issued, and no proceedings for such purpose have been instituted or, to the Company’s

knowledge, are contemplated by the Commission. Except where the context otherwise requires, “Registration Statement,”

as used herein, means the registration statement, as amended at the time of such registration statement’s effectiveness for purposes

of Section 11 of the Securities Act, as such section applies to the Agent, including (1) all documents filed as a part thereof or incorporated

or deemed to be incorporated by reference therein, (2) any information contained or incorporated by reference in a prospectus filed with

the Commission pursuant to Rule 424(b) under the Securities Act, to the extent such information is deemed, pursuant to Rule 430B or Rule

430C under the Securities Act, to be part of the registration statement at such time, and (3) any registration statement filed to register

the offer and sale of Shares pursuant to Rule 462(b) under the Securities Act (the “462(b) Registration Statement”).

Except where the context otherwise requires, “Base Prospectus,” as used herein, means the prospectus filed

as part of the Registration Statement, together with any amendments or supplements thereto as of the date of this Agreement. Except where

the context otherwise requires, “Prospectus Supplement,” as used herein, means the most recent prospectus supplement

relating to the offering of the Shares pursuant to this Agreement, filed by the Company with the Commission pursuant to Rule 424(b) under

the Securities Act and in accordance with the terms of this Agreement. Except where the context otherwise requires, “Prospectus,”

as used herein, means the Prospectus Supplement together with the Base Prospectus attached to or used with the Prospectus Supplement,

as may be amended or supplemented from time to time. “Permitted Free Writing Prospectus,” as used herein, means

the documents, if any, listed on Schedule A attached hereto and, after the date hereof, any “issuer free writing prospectus”

as defined in Rule 433 under the Securities Act, that is expressly agreed to by the Company and the Agent in writing to be a Permitted

Free Writing Prospectus. Any reference herein to the Registration Statement, the Base Prospectus, the Prospectus Supplement, the Prospectus

or any Permitted Free Writing Prospectus shall be deemed to refer to and include the documents, if any, incorporated by reference, or

deemed to be incorporated by reference, therein pursuant to Item 12 of Form S-3 (the “Incorporated Documents”),

including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. For purposes

of this Agreement, all references to the Registration Statement, the Rule 462(b) Registration Statement, the Base Prospectus, the Prospectus

or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its

Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”). All references in this Agreement to financial

statements and schedules and other information which is “described,” “contained,” “included” or “stated”

in the Registration Statement, the Base Prospectus, the Prospectus or any Permitted Free Writing Prospectus (or other references of like

import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by

reference in or otherwise deemed by the Rules and Regulations to be a part of or included in the Registration Statement, the Base Prospectus,

the Prospectus or Permitted Free Writing Prospectus as the case may be. Any reference herein to the terms “amend,”

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

Prospectus, the Prospectus, the Prospectus Supplement or any Permitted Free Writing Prospectus shall be deemed to refer to and include

the filing of any document under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively,

the “Exchange Act”) on or after the initial effective date of the Registration Statement, or the date of such

Base Prospectus, the Prospectus, the Prospectus Supplement or such Permitted Free Writing Prospectus, if any, as the case may be, and

incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3. “Time of Sale”

means each time a Share is purchased pursuant to this Agreement.

(ii) (A) The

Registration Statement complied when it became effective, complies as of the date hereof, and will comply upon the effectiveness of any

amendment thereto and at each Time of Sale and each Settlement Date (as applicable), in all material respects, with the requirements

of the Securities Act; at all times during which a prospectus is required by the Securities Act to be delivered (whether physically or

through compliance with Rule 172 under the Securities Act or any similar rule) in connection with any sale of Shares (the “Prospectus

Delivery Period”); the Registration Statement, as may be amended, will comply, in all material respects, with the requirements

of the Securities Act; the conditions to the use of Form S-3 in connection with the offering and sale of the Shares as contemplated hereby

(the “Offering”) have been satisfied; the Registration Statement meets, and the Offering complies with, the

requirements of Rule 415 under the Securities Act (including, without limitation, Rule 415(a)(5)); the Registration Statement did not,

as of the time of its effectiveness and as of the date hereof, and will not, as of the effective date of any amendment thereto, at each

Time of Sale, if any, and at all times during a Prospectus Delivery Period, 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 the light of the circumstances under

which they were made, not misleading.

(B) The

Prospectus, as of the date of the Prospectus Supplement, as of the date hereof (if filed with the Commission on or prior to the date

hereof), at each Settlement Date and Time of Sale (as applicable), and at all times during a Prospectus Delivery Period, complied, complies

or will comply, in all material respects, with the requirements of the Securities Act; and the Prospectus, and each supplement thereto,

as of their respective dates, at each Settlement Date or Time of Sale (as applicable), and at all times during a Prospectus Delivery

Period, did not and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make

the statements therein, in the light of the circumstances under which they were made, not misleading.

Permitted Free Writing Prospectus, if any, as of its date and as of each Settlement Date and Time of Sale (as applicable), and at all

times during a Prospectus Delivery Period (when taken together with the Prospectus at such time) will not include an untrue statement

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

under which they were made, not misleading.

The

representations and warranties set forth in subparagraphs (A), (B) and (C) above shall not apply to any statement contained in the Registration

Statement, any Base Prospectus, the Prospectus or any Permitted Free Writing Prospectus in reliance upon and in conformity with information

concerning the Agent that is furnished in writing by or on behalf of the Agent expressly for use in the Registration Statement, such

Base Prospectus, the Prospectus or such Permitted Free Writing Prospectus, if any, it being understood and agreed that only such information

furnished by the Agent as of the date hereof consists of the information described in Section 5(b)(ii).

(iii) Prior

to the execution of this Agreement, the Company has not, directly or indirectly, offered or sold any Shares by means of any “prospectus”

(within the meaning of the Securities Act) or used any “prospectus” (within the meaning of the Securities Act) in connection

with the Offering, in each case other than the Base Prospectus or any Permitted Free Writing Prospectus; the Company has not, directly

or indirectly, prepared, used or referred to any Permitted Free Writing Prospectus except in compliance with Rules 164 and 433 under

the Securities Act; assuming that a Permitted Free Writing Prospectus, if any, is sent or given after the Registration Statement was

filed with the Commission (and after such Permitted Free Writing Prospectus, if any, was, if required pursuant to Rule 433(d) under the

Securities Act, filed with the Commission), the Company will satisfy the provisions of Rule 164 or Rule 433 necessary for the use of

a free writing prospectus (as defined in Rule 405) in connection with the Offering; the conditions set forth in one or more of subclauses

(i) through (iv), inclusive, of Rule 433(b)(1) under the Securities Act are satisfied, and the registration statement relating to the

Offering, as initially filed with the Commission, includes a prospectus that, other than by reason of Rule 433 or Rule 431 under the

Securities Act, satisfies the requirements of Section 10 of the Securities Act; neither the Company nor the Agent is disqualified, by

reason of subsection (f) or (g) of Rule 164 under the Securities Act, from using, in connection with the Offering, “free writing

prospectuses” (as defined in Rule 405 under the Securities Act) pursuant to Rules 164 and 433 under the Securities Act; the Company

is not an “ineligible issuer” (as defined in Rule 405 under the Securities Act) as of the eligibility determination date

for purposes of Rules 164 and 433 under the Securities Act with respect to the offering of the Shares contemplated by the Registration

Statement; the parties hereto agree and understand that the content of any and all “road shows” (as defined in Rule 433 under

the Securities Act) related to the Offering is solely the property of the Company.

(iv) Each

Permitted Free Writing Prospectus, as of its issue date, each Time of Sale and each Settlement Date occurring after such issue date and

at all subsequent times through the Prospectus Delivery Period (as defined below) or until any earlier date that the Company notified

or notifies the Agent as described in Section 3(c)(iii), did not, does not and will not include any information that conflicted,

conflicts or will conflict with the information contained in the Registration Statement, any Base Prospectus or the Prospectus. The foregoing

sentence does not apply to statements in or omissions from any Permitted Free Writing Prospectus based upon and in conformity with written

information furnished to the Company by the Agent specifically for use therein, it being understood and agreed that only such information

furnished by the Agent as of the date hereof consist of the information described in Section 5(b)(ii).

(v) The

consolidated financial statements of the Company and the Subsidiaries (as defined below), together with the related notes, set forth

or incorporated by reference in the Registration Statement and the Prospectus comply in all material respects with the requirements of

the Securities Act and the Exchange Act and fairly present in all material respects the financial condition of the Company and the Subsidiaries,

as a whole, as of the dates indicated and the results of operations and changes in cash flows for the periods therein specified in conformity

with U.S. generally accepted accounting principles consistently applied throughout the periods involved. The selected financial data

and the summary financial information included in the documents in the Registration Statement and in the Prospectus constitute a fair

summary of the information purported to be summarized and have been compiled on a basis consistent with that of the audited financial

statements included in the Registration Statement. No other financial statements or supporting schedules are required to be included

or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act except as so included or incorporated

by reference. All disclosures contained in the Registration Statement or the Prospectus or incorporated by reference therein regarding

“non GAAP financial measures” (as such term is defined by the applicable rules and regulations of the Commission) comply

with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act to the extent applicable. To the Company’s

knowledge, Lao Professionals, which has expressed its opinion with respect to the audited financial statements for the fiscal year ended

December 31, 2025, and schedules, if any (collectively, the “Incorporated Financial Statements”), filed as

a part of the Registration Statement and included in the Registration Statement and the Prospectus, is a registered public accounting

firm within the meaning of the Securities Act, and in the performance of its work for the Company has not been in violation of the auditor

independence requirements of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”).

(vi) The

Company has been duly organized and is validly existing as a corporation under the laws of its jurisdiction of incorporation. The Company

and each of the Subsidiaries has full corporate power and authority to own its respective properties and conduct its business as currently

being carried on and as described in the Registration Statement and the Prospectus, and is duly qualified to do business as a foreign

corporation in good standing in each jurisdiction in which it owns or leases real property or in which the conduct of its business makes

such qualification necessary and in which the failure to so qualify would have a material adverse effect upon the results of operations,

business, management, properties, prospects, conditions (financial or otherwise) or operations, of the Company and the Subsidiaries,

either individually or taken as a whole (“Material Adverse Effect”).

(vii) Except

as disclosed in the Registration Statement or the Prospectus, subsequent to the dates as of which information is given in the Registration

Statement or Prospectus, the Company (including its Subsidiaries on a consolidated basis) has not incurred any material liabilities or

obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution

of any kind with respect to the capital stock of the Company; and there has not been any change in the capital stock of the Company,

or issuance of options, warrants, convertible securities or other rights to purchase the capital stock of the Company, or any material

change in the short-term or long-term debt of the Company (other than as a result of the exercise of any currently outstanding options

or warrants that are disclosed in the Prospectus), or any Material Adverse Effect or any development that would reasonably be expected

to result in a Material Adverse Effect. Since the date of the latest balance sheet presented in the Registration Statement and the Prospectus,

neither the Company nor any Subsidiary has entered into any transactions, including any acquisition or disposition of any business or

asset, which are material to the Company and the Subsidiaries taken as a whole, except for transactions which are disclosed in the Registration

Statement and the Prospectus.

(viii) Except

as set forth in the Registration Statement or Prospectus, there is not pending or, to the knowledge of the Company, threatened or contemplated,

any action, suit or proceeding to which the Company or any of its Subsidiaries or of which any property or assets of the Company or any

of its Subsidiaries is the subject before or by any court or governmental agency, authority or body, or any arbitrator or mediator, which,

individually or in the aggregate, would reasonably be expected to result in any Material Adverse Effect.

(ix) There

are no statutes, regulations, contracts or documents that are required to be described in the Registration Statement and the Prospectus

or be filed as exhibits to the Registration Statement by the Securities Act that have not been so described or filed.

(x) This

Agreement has been duly authorized, executed and delivered by the Company, and constitutes a valid, legal and binding obligation of the

Company, enforceable against the Company in accordance with its terms, except as rights to indemnity hereunder may be limited by federal

or state securities laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting

the rights of creditors generally and subject to general principles of equity. The execution, delivery and performance of this Agreement

and the consummation of the transactions herein contemplated will not result in a breach or violation of any of the terms and provisions

of, or constitute a default under, (i) any law, rule or regulation to which the Company or any of its Subsidiaries is subject, (ii) any

agreement or instrument to which the Company or any of its Subsidiaries or by which it is bound or to which any of its property is subject,

(iii) the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Charter”), or

Bylaws, as amended, or the organizational documents of any of its Subsidiaries, or (iv) any order, rule, regulation or decree of any

court or governmental agency or body having jurisdiction over the Company or any of its Subsidiaries or any of its properties, except,

in the case of clauses (i), (ii) and (iv), for such breaches, violations or defaults that would not reasonably be expected to result

in a Material Adverse Effect; no consent, approval, authorization or order of, or filing with, any court or governmental agency or body

is required for the execution, delivery and performance of this Agreement or for the consummation of the transactions contemplated hereby

and thereby, including the issuance or sale of the Shares by the Company, except for such consents, approvals, authorizations, orders

or filings as have been obtained or made or as may be required under the Securities Act or state securities or blue sky laws; and the

Company has and will have full power and authority to enter into this Agreement and to authorize, issue and sell the Shares as contemplated

hereby and thereby.

(xi) All

of the issued and outstanding shares of capital stock of the Company, including the outstanding Common Stock, are duly authorized and

validly issued, fully paid and nonassessable, have been issued in compliance with all applicable foreign, federal and state securities

laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that

have not been waived in writing, and the holders thereof are not subject to personal liability by reason of being such holders; all of

the issued and outstanding shares of capital stock of each of the Subsidiaries are duly authorized and validly issued, fully paid and

nonassessable, and are owned by the Company, directly or through wholly-owned Subsidiaries, free and clear of any security interest,

mortgage, pledge, lien, encumbrance, claim or equity except for those arising under any credit facility or loan agreement (“Credit

Facilities”) to which the Company or any of its Subsidiaries is a party or their assets are bound as disclosed in the Registration

Statement and the Prospectus, have been issued in compliance with all applicable foreign, federal and state securities laws, were not

issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been

waived in writing, and the holders thereof are not subject to personal liability by reason of being such holders; the Shares which may

be sold under this Agreement by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the

terms of this Agreement will have been validly issued and will be fully paid and nonassessable, and the holders thereof will not be subject

to personal liability solely by reason of being such holders; and the capital stock of the Company, including the Common Stock, conforms

in all material respects to the description thereof in the Registration Statement and the Prospectus. Except as otherwise stated in the

Registration Statement and the Prospectus, there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction

upon the voting or transfer of, any Common Stock pursuant to the Company’s Charter or any agreement or other instrument to which

the Company is a party or by which the Company is bound. Neither the filing of the Registration Statement nor the Offering gives rise

to any rights for or relating to the registration of any Common Stock or other securities of the Company, except for such registration

rights as have been duly waived. Except as described in the Registration Statement and the Prospectus, there are no options, warrants,

agreements, contracts or other rights in existence to purchase or acquire from the Company any shares of the capital stock of the Company.

The Company has an authorized and outstanding capitalization as set forth in the Registration Statement and the Prospectus as of the

dates set forth therein.

(xii) The

Company and each of its Subsidiaries holds, and is operating in compliance with all grants, authorizations, licenses, permits, consents,

certificates and orders of any governmental or self-regulatory body required for the conduct of its respective businesses and all such

grants, authorizations, licenses, permits, consents, certifications and orders are valid and in full force and effect, except for such

noncompliance or failures to be in full force and effect that would not reasonably be expected to result in a Material Adverse Effect;

and neither the Company nor any of its Subsidiaries has received notice of any revocation or modification of any such grant, authorization,

license, permit, consent, certification or order or has reason to believe that any such grant, authorization, license, permit, consent,

certification or order will not be renewed in the ordinary course; and the Company and each of its Subsidiaries is in compliance with

all applicable federal, state, local and foreign laws, regulations, orders and decrees, except for such noncompliance that would not

reasonably be expected to result in a Material Adverse Effect. No approval, authorization, consent or order of or filing with any foreign,

federal, state or local governmental or regulatory commission, board, body, authority or agency is required in connection with the issuance

and sale of the Shares or the consummation by the Company of the transactions contemplated hereby, other than (i) registration of the

Shares under the Securities Act, (ii) any necessary qualification under the securities or blue sky laws of the various jurisdictions

in which the Shares are being offered by the Agent, (iii) the filing of any reports under the Exchange Act, (iv) such approvals as may

be required by the Conduct Rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”), (v) filing

of the listing of the Shares with the Nasdaq Capital Market or (vi) such approvals as have been obtained or made as of the Time of Sale.

(xiii) The

Company and each of its Subsidiaries has good and marketable title to all property (whether real or personal) described in the Registration

Statement and the Prospectus as being owned by it, in each case free and clear of all liens, claims, security interests, other encumbrances

or defects except such as are described in the Registration Statement and the Prospectus, except as would not materially impair the use

or value thereof. The property held under lease by the Company and each of its Subsidiaries is held by it under valid, subsisting and

enforceable leases with only such exceptions with respect to any particular lease as do not interfere in any material respect with the

conduct of the business of the Company or such Subsidiary.

(xiv) The

Company and each of its Subsidiaries owns, possesses, or has sufficient rights to all Intellectual Property (as defined below) necessary

for the conduct of their respective businesses as now conducted or as described in the Registration Statement and the Prospectus to be

conducted, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, individually

or in the aggregate, be reasonably expected to have a Material Adverse Effect. Except as would not reasonably expected to result in a

Material Adverse Effect, (A) there are no rights of third parties to any such Intellectual Property owned by the Company, except as otherwise

disclosed to the Agent in writing by the Company prior to the date hereof; (B) to the knowledge of the Company, there is no infringement,

misappropriation or violation by third parties of any such Intellectual Property; (C) there is no pending or, to the knowledge of the

Company, threatened, action, suit, proceeding or claim by others challenging the Company’s or any Subsidiary’s rights in

or to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim;

(D) the Intellectual Property owned by the Company and each of the Subsidiaries, and to the knowledge of the Company, the Intellectual

Property licensed to the Company, each of the Subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and

there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the validity

or scope of any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such

claim; (E) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others that the Company

or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of

others, and neither the Company nor any of the Subsidiaries has received any written notice of such claim; and (F) to the Company’s

knowledge, no employee of the Company or any of its Subsidiaries is in or has ever been in violation of any term of any employment contract,

patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement

or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment

with the Company or any of its Subsidiaries or actions undertaken by the employee while employed with the Company or any of its Subsidiaries.

“Intellectual Property” shall mean all patents, patent applications, trade and service marks, trade and service

mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names, technology, know-how and other intellectual

property.

(xv) Neither

the Company nor any of its Subsidiaries is (A) in violation of its Charter or similar organizational documents, or (B) in breach of or

otherwise in default, and no event has occurred which, with notice or lapse of time or both, would constitute such a default in the performance

of any material obligation, agreement or condition contained in any bond, debenture, note, indenture, loan agreement, mortgage, deed

of trust or any other material contract, lease or other instrument to which it is subject or by which any of them may be bound, or to

which any of the material property or assets of the Company or any of its Subsidiaries is subject (collectively, the “Material

Contracts”); or (C) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator

or governmental or regulatory authority, except in the case of (B) and (C) above, as would not, individually or in the aggregate, reasonably

be expected to result in a Material Adverse Effect.

(xvi) The

Company and each of the Subsidiaries has timely filed all applicable federal, state, local, foreign and other income and franchise tax

returns required to be filed and are not in default in the payment of any taxes which were payable pursuant to said returns or any assessments

with respect thereto, other than any which the Company or any of its Subsidiaries is contesting in good faith, except where the failure

to timely file or any default in payment would not reasonably be expected to result in a Material Adverse Effect. There is no pending

dispute with any taxing authority relating to any of such returns, and the Company has no knowledge of any proposed liability for any

tax to be imposed upon the properties or assets of the Company or any of its Subsidiaries for which there is not an adequate reserve

reflected in the Company’s financial statements included in the Registration Statement. There are no documentary, stamp or other

issuance or transfer taxes or duties or similar fees or charges under U.S. federal law or the laws of any U.S. state, required to be

paid in connection with the execution and delivery of this Agreement or the issuance, sale and delivery by the Company of the Shares.

(xvii) The

Company has not distributed and will not distribute any prospectus or other offering material in connection with the Offering other than

the Registration Statement and the Prospectus or other materials permitted by the Securities Act to be distributed by the Company; provided,

however, that the Company has not made and will not make any offer relating to the Shares that would constitute a “free writing

prospectus” as defined in Rule 405 under the Securities Act, except in accordance with the provisions of Section 3(p) of

this Agreement.

(xviii) The

issuance and sale of the Shares as contemplated in this Agreement does not contravene the rules and regulations of the Nasdaq Capital

Market. The Common Stock are registered pursuant to Section 12(b) of the Exchange Act and are listed on the Nasdaq Capital Market and

the Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Common Stock under

the Exchange Act or delisting the Common Stock from the Nasdaq Capital Market nor, except as disclosed in the Registration Statement

or the Prospectus, has the Company received any notification that the Commission or the Nasdaq Capital Market is contemplating terminating

such registration or listing. The Company has complied in all material respects with the applicable requirements of the Nasdaq Capital

Market for maintenance of the listing of the Common Stock thereon. The Company has filed an application to include the Shares on the

Nasdaq Capital Market.

(xix) The

Company has no subsidiaries other than those described in the Registration Statement or Prospectus (collectively, the “Subsidiaries”).

Expect as may be disclosed in the Registration Statement or the Prospectus, the Company does not own, directly or indirectly, any shares

of stock or any other equity or long-term debt securities of any other corporation or have any equity interest in any other corporation,

partnership, joint venture, association, trust or other entity.

(xx) Except

as described in the Registration Statement or the Prospectus, the Company and each of its Subsidiaries have established and maintain

systems of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance

with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial

statements in conformity with generally accepted accounting principles and to maintain accountability for assets; (C) access to assets

is permitted only in accordance with management’s general or specific authorization; and (D) amounts reflected on the Company’s

consolidated balance sheet for assets are compared with existing assets at reasonable intervals and appropriate action is taken with

respect to any differences. Except as described in the Registration Statement and the Prospectus, since the filing of the annual report

on Form 10-K for the fiscal year ended December 31, 2025, there has been (i) no new material weakness identified to the Company’s

board of directors (or committee thereof) in the Company’s internal control over financial reporting (whether or not remediated)

and (ii) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely

to materially affect, the Company’s internal control over financial reporting.

(xxi) Except

as described in the Registration Statement or the Prospectus or expect as would not reasonably be expected to result in a Material Adverse

Effect, the Company and each of the Subsidiaries: (A) is and at all times since January 1, 2024 has been in material compliance with

all United States (federal, state and local) and foreign statutes, rules, regulations, treaties, or guidance applicable to the Company

or the Subsidiaries (“Applicable Laws”); (B) since January 1, 2024 has not received any notice of adverse finding,

warning letter, untitled letter or other correspondence or notice from any Governmental Authority (as defined below) alleging or asserting

noncompliance with any Applicable Laws or any licenses, certificates, approvals, clearances, authorizations, permits and supplements

or amendments thereto required by any such Applicable Laws (“Authorizations”); (C) since January 1, 2024 has

not received notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from any

Governmental Authority or third party alleging that any product operation or activity is in violation of any Applicable Laws or Authorizations

and has no knowledge that any such Governmental Authority or third party intends to assert any such claim, litigation, arbitration, action,

suit, investigation or proceeding; (D) since January 1, 2024 has not received notice that any Governmental Authority has taken, is taking

or intends to take action to limit, suspend, modify or revoke any Authorizations and the Company has no knowledge that any such Governmental

Authority is considering such action; and (E) has filed, obtained, maintained or submitted all material reports, documents, forms, notices,

applications, records, claims, submissions and supplements or amendments as required by any Applicable Laws or Authorizations and that

all such reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments were complete and

correct in all material respects on the date filed (or were corrected or supplemented by a subsequent submission). “Governmental

Authority” means any federal, provincial, state, local, foreign or other governmental or quasi-governmental agency or body

or any other type of regulatory authority or body, including, without limitation, the Nasdaq Capital Market. The aggregate of all pending

legal or governmental proceedings to which the Company or any Subsidiary is a party or of which any of their respective property or assets

is the subject which are not described in the Registration Statement or the Prospectus, including ordinary routine litigation incidental

to the business, would not reasonably expected to result in a Material Adverse Effect.

(xxii) Other

than as contemplated by this Agreement, the Company has not incurred any liability for any finder’s or broker’s fee or agent’s

commission in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

The Company has not entered into any other sales agency agreements or other similar arrangements with any agent or any other representative

in respect of “at the market” offerings of the Shares in accordance with Rule 415 under the Securities Act.

(xxiii) The

Company and each of the Subsidiaries carries, or is covered by, insurance in such amounts and covering such risks the Company reasonably

believes are adequate for the conduct of its respective business and the value of its properties and as is customary for companies engaged

in similar businesses in similar industries; all policies of insurance and any fidelity or surety bonds insuring the Company, each of

its Subsidiaries and their respective businesses, assets, employees, officers and directors are in full force and effect; the Company

and each of its Subsidiaries is in compliance with the terms of such policies and instruments in all material respects; there are no

claims by the Company or any of the Subsidiaries under any such policy or instrument as to which any insurance company is denying liability

or defending under a reservation of rights clause; neither the Company nor any of the Subsidiaries has been refused any insurance coverage

sought or applied for; and the Company has no 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 at a

cost that would not have a Material Adverse Effect.

(xxiv) The

Company is not (and is not an affiliate of), and immediately after receipt of payment for the Shares, will not be (and will not be an

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

currently intends to conduct its business in a manner so that it will not become subject to the Investment Company Act of 1940, as amended.

(xxv) The

Incorporated Documents, at the time they were or hereinafter are filed with the Commission, conformed and will conform in all material

respects to the requirements of the Securities Act and the Exchange Act, and were filed on a timely basis with the Commission and no

Incorporated Document contained or will contain an untrue statement of a material fact or omitted to state a material fact necessary

to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that, no representation

is made herein regarding the representations, warranties and covenants, or any descriptions thereof, contained in any agreements or documents

included as exhibits to the Incorporated Documents. There is no material document required to be described in the Registration Statement

or the Prospectus or to be filed as an exhibit to the Registration Statement which was not described or filed as required. All material

agreements of the Company and all agreements governing or evidencing any and all related party transactions have been filed with the

Commission to the extent required and applicable under the Exchange Act. Expect as would not reasonably be expected to result in a Material

Adverse Effect, neither the Company nor any Subsidiaries has sent or received any communication regarding termination of, or intent not

to renew, any of the contracts or agreements referred to or described in the Registration Statement and the Prospectus, or referred to

or described in, or filed as an exhibit to, the Registration Statement or any Incorporated Document, and no such termination or non-renewal

has been threatened by the Company or any of its Subsidiaries or, to the Company’s knowledge, any other party to any such contract

or agreement. Any descriptions of the terms of any of the foregoing contracts and agreements that are contained in the Registration Statement

and the Prospectus are accurate and complete in all material respects.

(xxvi) The

Company is in compliance in all material respects with all applicable provisions of the Sarbanes-Oxley Act and the rules and regulations

of the Commission thereunder.

(xxvii) Except

as described in the Registration Statement and the Prospectus, the Company has established and maintains disclosure controls and procedures

(within the meaning of Rule 13a-15(e) of the Exchange Act) and such controls and procedures are designed to ensure that information required

to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported

within the time periods specified in the rules and forms of the Commission and that such information is accumulated and communicated

to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely

decisions regarding required disclosure. The Company has utilized such controls and procedures in preparing and evaluating the disclosures

in the Registration Statement and the Prospectus.

(xxviii)

To the knowledge of the Company, neither the Company, the Subsidiaries,

nor any director, officer, agent, employee or affiliate of the Company or any Subsidiary, has taken any action directly or indirectly,

that would result in a violation by such persons of the FCPA (as defined below), including, without limitation, making use of the mails

or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization

of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “Foreign

official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign

political office, in contravention of the FCPA, and the Company and each of its Subsidiaries has conducted its business in compliance

with the FCPA. “FCPA” means the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations

thereunder.

(xxix) The

Company and each of its Subsidiaries have complied in all material respects with the money laundering statutes of applicable jurisdictions,

the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by

applicable governmental agencies (collectively, the “Money Laundering Laws”), and no action, suit or proceeding

by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with

respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(xxx) Neither

the Company, any of its Subsidiaries, nor, to the knowledge of the Company, any director or officer of the Company or any of its Subsidiaries

is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury.

(xxxi) No

transaction has occurred or agreement or understanding entered into between or among the Company or any of its Subsidiaries on the one

hand, and any officer, director or 5% or greater stockholder of the Company or any Subsidiary of the Company or any affiliate or affiliates

of any such officer, director or 5% or greater stockholder that is required to be described that is not so described in the Registration

Statement and the Prospectus. Neither the Company nor any of its Subsidiaries has, directly or indirectly, extended or maintained credit,

or arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any of its directors

or executive officers in violation of applicable laws, including Section 402 of the Sarbanes-Oxley Act.

(xxxii) (a)

Neither the Company nor any of its Subsidiaries is in violation of any applicable international, national, state or local convention,

law, regulation, order, governmental license, convention, treaty (including those promulgated by the International Maritime Organization)

or other requirement relating to pollution or protection of human health or safety (as they relate to exposure to Materials of Environmental

Concern (as defined below)) or protection of the environment (including, without limitation, ambient air, surface water, groundwater,

land surface or subsurface strata) or protection of natural resources, including without limitation, conventions, laws or regulations

relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, wastes, toxic substances,

hazardous substances, petroleum, petroleum products or other hydrocarbons (collectively, “Materials of Environmental Concern”),

or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Materials

of Environmental Concern (collectively, “Environmental Laws”), nor has the Company or any Subsidiary received

any written communication, whether from a Governmental Authority, citizens group, employee or otherwise, that alleges that the Company

or any such Subsidiary is in violation of any Environmental Law or governmental license required pursuant to Environmental Law; except,

in each case, as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect; (b) there is

no claim, action or cause of action filed with a court or Governmental Authority and no investigation, or other action with respect to

which the Company or any Subsidiary has received written notice alleging potential liability for investigatory costs, cleanup costs,

governmental response costs, natural resources damages, property damages, personal injuries, attorneys’ fees or penalties arising

out of, based on or resulting from the presence, or release into the environment, of any Material of Environmental Concern at any location

owned, leased or operated by the Company or any Subsidiary, now or in the past, or from any vessel owned, leased or operated by the Company

or any Subsidiary, now or in the past (collectively, “Environmental Claim”), pending or, to the knowledge of

the Company, threatened against the Company or any Subsidiary or any person or entity whose liability for any Environmental Claim the

Company or any Subsidiary has retained or assumed either contractually or by operation of law, except as would not, individually or in

the aggregate, have a Material Adverse Effect; (c) to the knowledge of the Company, there are no past or present actions, activities,

circumstances, conditions, events or incidents, including, without limitation, the release, emission, discharge, presence or disposal

of any Material of Environmental Concern, that reasonably would be expected to result in a violation of any Environmental Law, require

expenditures to be incurred pursuant to Environmental Law, or form the basis of an Environmental Claim against the Company, any Subsidiary

or against any person or entity whose liability for any Environmental Claim the Company or any Subsidiary has retained or assumed either

contractually or by operation of law, except as would not, individually or in the aggregate, be reasonably expected to have a Material

Adverse Effect (for the avoidance of doubt, the operation of vessels in the ordinary course of business shall not be deemed, by itself,

an action, activity, circumstance or condition set forth in this clause (c)); and (d) none of the Company or any Subsidiary is subject

to any pending proceeding under Environmental Law to which a Governmental Authority is a party and which the Company reasonably believes

is likely to result in monetary sanctions of US$100,000 or more. The Company has reasonably concluded that any existing compliance and

remediation costs and liabilities arising under Environmental Laws and resulting from the business, operations or properties of the Company

or any Subsidiary would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, except as set

forth in or contemplated in the Registration Statement and the Prospectus. No facts or circumstances have come to the Company’s

attention that could result in costs or liabilities that could be expected, individually or in the aggregate, to have a Material Adverse

Effect.

(xxxiii)

The Company and each of the Subsidiaries (A) is in compliance,

in all material respects, with applicable foreign, federal, state and local laws, rules, regulations, statutes and codes promulgated

by applicable governmental authorities (including pursuant to the Occupational Health and Safety Act) relating to the protection of human

health and safety in the workplace (“Occupational Laws”); (B) has received all material permits, licenses or

other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted; and (C) is in compliance,

in all material respects, with all terms and conditions of such permit, license or approval. No action, proceeding, revocation proceeding,

writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries

relating to Occupational Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to its operations

or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations

or proceedings.

(xxxiv) No

material labor problem or dispute with the employees of the Company or any of its Subsidiaries exists or, to the knowledge of the Company,

is threatened or imminent.

(xxxv) The

Company has not, and to its knowledge no one acting on its behalf has, (a) 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, (b) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Shares or (c) 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 (b) and (c), compensation paid to the Agent in connection with the sale of the Shares.

(xxxvi) Other

than with respect to this Agreement, and except as described in the Registration Statement or the Prospectus, the Company is not a party

to any agreement with an agent or underwriter for any other “at the market” offering or continuous equity transaction.

(xxxvii) There

is no transaction, arrangement or other relationship between the Company or any of its Subsidiaries and an unconsolidated or other off

balance sheet entity that is required to be disclosed by the Company in the Registration Statement or the Prospectus and is not so disclosed

or that otherwise could be reasonably likely to have a Material Adverse Effect.

(xxxviii) To

the Company’s knowledge, none of the Company, its Subsidiaries, or any of their respective affiliates (within the meaning of the

Securities Act), has, prior to the date hereof, made any offers or sales of any security which are required to be “integrated”

pursuant to the Securities Act with the offer and sale of the Shares pursuant to the Registration Statement.

(xxxix) Any

statistical and market-related data included in the Registration Statement and the Prospectus are based on or derived from sources that

the Company believes to be reliable and accurate and, to the extent required, the Company has obtained the written consent to the use

of such data from such sources, except for such failures to obtain written consent which (individually or in the aggregate) would not

reasonably be expected to have a Material Adverse Effect).

(xl) The

Registration Statement is not the subject of a pending proceeding or examination under Section 8(d) or 8(e) of the Securities Act, and

the Company is not the subject of a pending proceeding under Section 8A of the Securities Act in connection with the offering of the

Shares.

(xli) To

the Company’s knowledge, there are no affiliations with any FINRA member firm among the Company’s officers, directors, except

as set forth in the Registration Statement or the Prospectus.

(xlii) The

Company is not a “foreign private issuer” as defined in Rule 405 promulgated under the Securities Act.

(xliii) The

Company did not qualify as a “passive foreign investment company” within the meaning of Section 1297 of the United States

Internal Revenue Code of 1986, as amended, for its most recently completed taxable year, if any.

(b) Any

certificate signed by any officer of the Company and delivered to the Agent or the Agent’s counsel shall be deemed a representation

and warranty by the Company to the Agent as to the matters covered thereby.

each Bringdown Date (as defined herein) and each Time of Sale, the Company shall be deemed to have affirmed each representation and warranty

contained in or made pursuant to this Agreement as of such date as though made at and as of such date (except that such representations

and warranties shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented relating to such

Shares on such date).

2. Purchase,

Sale and Delivery of Shares.

(a) At

the Market Sales. On the basis of the representations, warranties and agreements herein the Company agrees that, from time to time

during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent,

acting as sales agent, the Shares up to an aggregate offering price of $100,000,000; provided, however, that in no event shall

the Company issue or sell through the Agent such number of Shares that (a) exceeds the number or dollar amount of Common Stock registered

on the Registration Statement, pursuant to which the Offering is being made, (b) exceeds the number of authorized but unissued Common

Stock or (c) would cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use

of Form S-3 (including, if applicable, General Instruction I.B.6 of Form S-3 (the lesser of (a), (b) and (c), the “Maximum

Amount”)). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the

limitations set forth in this Section 2(a) on the number and aggregate sales price of Shares issued and sold under this Agreement

shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliance. Notwithstanding

the foregoing, the Company agrees that it will provide the Agent with written notice no less than one (1) business day prior to the date

on which it makes the initial sale of Shares under this Agreement. As used herein, the terms “business day”

means any day (other than Saturday, Sunday or any federal holiday in the United States) in which commercial banks in New York, New York

are open for business.

(i) For

purposes of selling the Shares through the Agent, the Company hereby appoints the Agent as exclusive agent of the Company for the purpose

of soliciting purchases of the Shares from the Company pursuant to this Agreement and the Agent agrees to use its commercially reasonable

efforts to sell the Shares on the terms and subject to the conditions stated herein.

(ii) Each

time the Company wishes to issue and sell the Shares hereunder (each, a “Transaction”), it will notify the

Agent by telephone (confirmed promptly by facsimile or e-mail to the appropriate individual listed on Schedule D hereto, using

a form substantially similar to that set forth on Schedule C hereto (a “Transaction Notice”) as to the

maximum number of Shares to be sold by the Agent during the time period set forth in the Transaction Notice and in any event not in excess

of the amount available for issuance under the Prospectus and the currently effective Registration Statement, the time period during

which sales are requested to be made, any limitation on the number of shares that may be sold in any one Trading Day (as defined below),

and any minimum price below which sales may not be made. The Transaction Notice shall originate from any of the individuals from the

Company set forth on Schedule B (with a copy to each of the other individuals from the Company listed on such Schedule), and shall

be addressed to each of the individuals from the Agent set forth on Schedule D, as such Schedule D may be amended from

time to time. Subject to the terms and conditions hereof and unless the sale of the Shares described therein has been declined, suspended,

or otherwise terminated in accordance with the terms of this Agreement, the Agent shall promptly acknowledge the Transaction Notice by

facsimile or e-mail (or by some other method mutually agreed to in writing by the parties) and shall use its commercially reasonable

efforts to sell all of the Shares so designated by the Company in, and in accordance with the terms set forth in, the Transaction Notice;

provided, however, that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy

of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the

continuing satisfaction of the additional conditions specified in Section 4 of this Agreement. The gross sales price of the Shares

sold under this Section 2(a) shall be equal to the market price for the Common Stock sold by the Agent under this Section 2(a)

on the Nasdaq Capital Market at the time of such sale. For the purposes hereof, “Trading Day” means any day

on which Common Stock are purchased and sold on the principal market on which the Common Stock are listed or quoted.

(iii) The

Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile or e-mail to the respective

individuals of the other party set forth on Schedule D hereto, which confirmation shall be promptly acknowledged by the other

party), suspend the Offering for any reason and at any time, whereupon the Agent shall so suspend the offering of Shares until further

notice is provided by the other party to the contrary; provided, however, that such suspension or termination shall not

affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the receipt by the Agent

of such notice. Each of the parties agrees that no such notice under this Section 2(a)(iii) shall be effective against the other

unless it is made to one of the individuals named on Schedule D hereto, as such Schedule may be amended from time to time.

(iv) The

Company acknowledges and agrees that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent

will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than

a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable

law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase

shares on a principal basis pursuant to this Agreement.

(v) The

Agent may sell Shares by any method permitted by law to be an “at the market offering” as defined in Rule 415 under the Securities

Act, including, without limitation, sales made directly on the Nasdaq Capital Market, on any other existing trading market for the Common

Stock or to or through a market maker. The Agent may also sell Shares in privately negotiated transactions (which, for the avoidance

of doubt, shall not include block trades initiated on the Nasdaq Capital Market) with the Company’s prior written approval.

(vi) The

compensation to the Agent for sales of the Shares, as an agent of the Company, shall be a cash transaction fee equal to three percent

(3%) (the “Transaction Fee”) of the gross sales price of all of Shares sold pursuant to this Section 2(a). The remaining proceeds, after further deduction for any transaction or other fees imposed by any governmental or self-regulatory

organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the “Net Proceeds”).

The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required.

(vii) The

Agent shall provide written confirmation (which shall be by facsimile or electronic mail to the individuals listed on Schedule B

to this Agreement, as may be amended from time to time) to the Company following the close of trading on the Nasdaq Capital Market each

day in which the Shares are sold under this Section 2(a) setting forth the number of the Shares sold on such day, the aggregate

gross sale proceeds, the Net Proceeds to the Company, and the compensation payable by the Company to the Agent with respect to such sales.

(viii) All

Shares sold pursuant to this Section 2(a) will be delivered by the Company to Agent for the accounts of the Agent on the first

full business day following the date on which such Shares are sold, or at such other time and date as Agent and the Company determine

pursuant to Rule 15c6-1(a) under the Exchange Act, each such time and date of delivery being herein referred to as a “Settlement

Date.” On each Settlement Date, the Shares sold through the Agent for settlement on such date shall be issued and delivered

by the Company to the Agent against payment by the Agent to the Company of the Net Proceeds from the sale of such Shares. Settlement

for all such Shares shall be effected by free delivery of the Shares by the Company or its transfer agent (i) to the Agent or its designee’s

account (provided the Agent shall have given the Company written notice of such designee prior to the Settlement Date) at The Depository

Trust Company (“DTC”) or (ii) by such other means of delivery as may be mutually agreed upon by the parties

hereto, which in all cases (provided that such Shares were sold pursuant to the Registration Statement) shall be freely tradable, transferable,

registered shares in good deliverable form, in return for payment in same day funds delivered to an account designated by the Company.

If the Company or its transfer agent (if applicable) shall default on its obligation to deliver the Shares on any Settlement Date, the

Company shall (A) indemnify and hold the Agent harmless against any loss, claim or damage arising from or as a result of such default

by the Company and (B) pay the Agent any commission to which it would otherwise be entitled pursuant to this Agreement absent such default

against payment of the Net Proceeds therefor by wire transfer of same day funds payable to the order of the Company at 9:00 a.m. New

York City time. If the Agent breaches this Agreement by failing to deliver the Net Proceeds on any Settlement Date for the shares delivered

by the Company, the Agent will pay the Company interest based on the effective prime rate until such proceeds, together with such interest,

have been fully paid.

(ix) Under

no circumstances shall the Company cause or request the offer or sale of any Shares if, after giving effect to the sale of such Shares,

the aggregate gross sales proceeds sold pursuant to this Agreement would exceed the lesser of (A) together with all sales of Shares under

this Agreement, the Maximum Amount, (B) the amount available for offer and sale under the currently effective Registration Statement

and (C) the amount authorized from time to time to be issued and sold under this Agreement by the Company’s board of directors,

a duly authorized committee thereof or a duly authorized executive committee, and notified to the Agent in writing. Under no circumstances

shall the Company cause or request the offer or sale of any Shares at a price lower than the minimum price authorized from time to time

by the Company’s board of directors, duly authorized committee thereof or a duly authorized executive committee, and notified to

the Agent in writing. Further, under no circumstances shall the aggregate offering amount of the Shares sold pursuant to this Agreement,

including any separate underwriting or similar agreement covering principal transactions, exceed the Maximum Amount.

(x) Unless

the exceptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are satisfied with respect to the Shares,

the Company shall give the Agent at least one business day’s prior notice of its intent to sell any Shares in order to allow the

Agent time to comply with Regulation M.

(xi) The

Company agrees that during the term of this Agreement, any offer to sell, any solicitation of an offer to buy, or any sales of Shares

in an “at the market offering” as defined in Rule 415 under the Securities Act, including pursuant to Section 3(o)

of this Agreement, shall only be effected by or through the Agent; provided, however, that the foregoing limitation shall

not apply to the exercise or conversion of any outstanding option, warrant or convertible securities described in the Registration Statement

and the Prospectus.

(b) Nothing

herein contained shall constitute the Agent an unincorporated association or partner with the Company. Under no circumstances shall any

Shares be sold pursuant to this Agreement after the date which is three years after the Registration Statement is first declared effective

by the Commission.

any other provisions of this Agreement, the Company agrees that no sale of Shares shall take place, and the Company shall not request

the sale of any Shares, and the Agent shall not be obligated to sell, during any period in which the Company is, or could be deemed to

be, in possession of material non-public information or the Company’s insider trading policy would prohibit the purchase and sale

of the Company’s Common Stock by its officers and directors.

3. Covenants.

The Company covenants and agrees with the Agent as follows:

(a) After

the date hereof and through any Prospectus Delivery Period, prior to amending or supplementing the Registration Statement (including

any Rule 462(b) Registration Statement), Base Prospectus, the Prospectus or any Permitted Free Writing Prospectus, the Company shall

furnish to the Agent for review a copy of each such proposed amendment or supplement, allow the Agent a reasonable amount of time to

review and comment on such proposed amendment or supplement, and the Company shall not file any such proposed amendment or supplement

to which the Agent or counsel to the Agent reasonably object; provided, that the foregoing shall not apply with regards to the filing

by the Company of any Form 10-K, Form 10-Q or other Incorporated Document. Subject to this Section 3(a), immediately following

execution of this Agreement, the Company will prepare a prospectus supplement describing the selling terms of the Shares hereunder, the

plan of distribution thereof and such other information as may be required by the Securities Act or the Rules and Regulations or as the

Agent and the Company may deem appropriate, and if requested by the Agent, a Permitted Free Writing Prospectus containing the selling

terms of the Shares hereunder and such other information as the Company and the Agent may deem appropriate, and will file or transmit

for filing with the Commission, in accordance with Rule 424(b) or Rule 433, as the case may be, copies of the Prospectus as supplemented

and each such Permitted Free Writing Prospectus.

(b) After

the date of this Agreement, the Company shall promptly advise the Agent in writing (i) of the receipt of any comments of, or requests

for additional or supplemental information from, the Commission or for any amendments or supplements to the Registration Statement, the

Base Prospectus, the Prospectus or any Permitted Free Writing Prospectus (excluding any Incorporated Documents), (ii) of the time and

date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Base Prospectus,

the Prospectus or any Permitted Free Writing Prospectus(excluding any Incorporated Documents), (iii) of the time and date that any post-effective

amendment to the Registration Statement becomes effective, (iv) of the issuance by the Commission of any stop order suspending the effectiveness

of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending its use or the use of

any Base Prospectus, the Prospectus or any Permitted Free Writing Prospectus, or (v) of any proceedings to remove, suspend or terminate

from listing or quotation the Common Stock from any securities exchange upon which it is listed for trading or included or designated

for quotation, or, to the Company’s knowledge, of the threatening or initiation of any proceedings for any of such purposes. If

the Commission shall enter any such stop order at any time, the Company may terminate this Agreement. Additionally, the Company agrees

that it shall comply with the provisions of Rules 424(b), 430B and 430C, as applicable, under the Securities Act and will use its reasonable

efforts to confirm that any filings made by the Company under Rule 424(b), Rule 433 or Rule 462 were received in a timely manner by the

Commission (without reliance on Rule 424(b)(8) or Rule 164(b)).

the date hereof through the later of (A) the termination of this Agreement and (B) the end of any applicable Prospectus Delivery Period,

the Company will comply in all material respects with all requirements imposed upon it by the Securities Act, as now and hereafter amended,

and by the Rules and Regulations, as from time to time in force, and by the Exchange Act so far as necessary to permit the continuance

of sales of or dealings in the Shares as contemplated by the provisions hereof, the Base Prospectus, the Prospectus and any Permitted

Free Writing Prospectus. If during any applicable Prospectus Delivery Period any event occurs as a result of which the Base Prospectus,

the Prospectus, or any Permitted Free Writing Prospectus would include 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 then existing, not misleading, or if during any applicable

Prospectus Delivery Period it is necessary or appropriate in the opinion of the Company or its counsel or in the reasonable opinion of

the Agent or counsel to the Agent to amend the Registration Statement or supplement the Base Prospectus, the Prospectus or any Permitted

Free Writing Prospectus, to comply with the Securities Act or to file under the Exchange Act any document which would be deemed to be

incorporated by reference in the Prospectus in order to comply with the Securities Act or the Exchange Act, the Company will promptly

notify Agent (or the Agent will notify the Company, as applicable), and the Agent shall suspend the offering and sale of any such Shares,

and the Company will amend the Registration Statement or supplement the Base Prospectus, the Prospectus or any Permitted Free Writing

Prospectus or file such document (at the expense of the Company) so as to correct such statement or omission or effect such compliance

within the time period prescribed by the Securities Act or the Exchange Act.

(ii) In

case the Agent is required to deliver (whether physically or through compliance with Rule 172 under the Securities Act or any similar

rule), in connection with the sale of the Shares, a Prospectus after the nine-month period referred to in Section 10(a)(3) of the Securities

Act, or after the time a post-effective amendment to the Registration Statement is required pursuant to Item 512(a) of Regulation S-K

under the Securities Act, the Company will prepare, at its expense, promptly upon request such amendment or amendments to the Registration

Statement and the Prospectus as may be necessary to permit compliance with the requirements of Section 10(a)(3) of the Securities Act

or Item 512(a) of Regulation S-K under the Securities Act, as the case may be. The Company shall cause each amendment or supplement to

any Base Prospectus or the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b)

of the Securities Act or, in the case of any document which would be deemed to be incorporated by reference therein, to be filed with

the Commission as required pursuant to the Exchange Act, within the time period prescribed. The Company shall promptly notify the Agent

if any Material Contract is terminated or if the other party thereto gives written notice of its intent to terminate any such Material

Contract.

(iii) If

at any time following issuance of a Permitted Free Writing Prospectus there occurs an event or development as a result of which such

Permitted Free Writing Prospectus would conflict with the information contained in the Registration Statement, the Base Prospectus or

the Prospectus, or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in

order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company

promptly will notify the Agent and will promptly amend or supplement, at its own expense, such Permitted Free Writing Prospectus to eliminate

or correct such conflict, untrue statement or omission.

(d) The

Company shall use commercially reasonable efforts to take or cause to be taken all necessary action to qualify the Shares for sale under

the securities laws of such jurisdictions as Agent reasonably designates, if applicable, and to continue such qualifications in effect

so long as required for the distribution of the Shares, except (i) that the Company shall not be required in connection therewith to

qualify as a foreign corporation or to execute a general consent to service of process in any state, and (ii) to the extent such laws

are preempted under the National Securities Improvements Act of 1996, as amended. The Company shall promptly advise the Agent of the

receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for offer or sale in any

jurisdiction or the initiation or threatening of any proceeding for such purpose.

(e) The

Company will furnish to the Agent and counsel for the Agent, to the extent requested, copies of the Registration Statement, the Base

Prospectus, the Prospectus, any Permitted Free Writing Prospectus, and all amendments and supplements to such documents, in each case

as soon as available and in such quantities as the Agent may from time to time reasonably request.

(f) The

Company will make generally available to its security holders as soon as practicable an earnings statement (which need not be audited)

covering a 12-month period that shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 of the Rules and Regulations.

If the Company makes any public announcement or release disclosing its results of operations or financial condition for a completed quarterly

or annual fiscal period (each, an “Earnings Release”) and the Company has not yet filed an Annual Report on

Form 10-K or a Form 10-Q with respect to such information, as applicable, then, prior to any sale of Shares, the Company shall be obligated

to (x) file a prospectus supplement with the Commission under the applicable paragraph of Rule 424(b), which prospectus supplement shall

include the applicable financial information or (y) file a Report on Form 8-K, which Form 8-K shall include the applicable financial

information.

(g) The

Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause to

be paid (i) all expenses (including stock or transfer taxes and stamp or similar duties allocated to the respective transferees) incurred

in connection with the registration, issue, sale and delivery of the Shares, (ii) all reasonable expenses and fees (including, without

limitation, fees and expenses of the Company’s accountants and counsel) in connection with the preparation, printing, filing, delivery,

and shipping of the Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto),

the Base Prospectus, each Prospectus, any Permitted Free Writing Prospectus, and any amendment thereof or supplement thereto, and the

producing, word-processing, printing, delivery, and shipping of this Agreement and other closing documents, including Blue Sky Memoranda

(covering the states and other applicable jurisdictions) prepared by counsel, if required, and including the cost to furnish copies of

each thereof to the Agent, (iii) all filing fees, (iv) listing fees, if any, and (v) all other costs and expenses of the Company incident

to the performance of its obligations hereunder that are not otherwise specifically provided for herein. The Company shall reimburse

the Agent upon request for its reasonable and documented costs and out-of-pocket expenses incurred in connection with this Agreement,

including the reasonable and documented fees and disbursements of its legal counsel, such out-of-pocket expenses in the aggregate (including

the legal fees and disbursements) not to exceed (except in the case of legal fees and disbursements as provided for in the following

sentence) US$30,000 without the approval of the Company (such approval not to be unreasonably withheld). In addition, the Company shall

pay the Agent US$3,500 for its legal fees on each Bringdown Date. All such reimbursements under this Agreement shall be paid in U.S.

dollars.

(h) The

Company will apply the net proceeds from the sale of the Shares in the manner set forth under the caption “Use of Proceeds”

in the Base Prospectus, the Prospectus, and any Permitted Free Writing Prospectus.

(i) The

Company will not, without (i) giving the Agent at least three business days’ prior written notice specifying the nature of the

proposed sale and the date of such proposed sale and (ii) the Agent’s suspending activity under this Agreement for such period

of time as requested by the Company or as deemed appropriate by the Agent in light of the proposed sale, offer for sale, sell, contract

to sell, pledge, grant any option for the sale of, enter into any transaction which is designed to, or might reasonably be expected to,

result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the

Company or any Subsidiary, or otherwise issue or dispose of, directly or indirectly (or publicly disclose the intention to make any such

offer, sale, pledge, grant, issuance or other disposition), of any Common Stock or any securities convertible into or exchangeable for,

or any options or rights to purchase or acquire, Common Stock, or permit the registration under the Securities Act of any Common Stock,

such securities, options or rights, except for (i) the registration of the Shares and the sales through the Agent pursuant to this Agreement

(ii) the offer, sale or registration of Common Stock issued or issuable with respect to any currently outstanding options, warrants or

convertible securities that are described in the Registration Statement and the Prospectus and (iii) a registration statement on Form

S-8 relating to employee benefit plans.

(j) The

Company shall not, at any time at or after the execution of this Agreement, offer or sell any Shares by means of any “prospectus”

(within the meaning of the Securities Act), or use any “prospectus” (within the meaning of the Securities Act) in connection

with the offer or sale of the Shares, in each case other than the Prospectus or any Permitted Free Writing Prospectus.

(k) Until

the termination of this Agreement, the Company will not take, directly or indirectly, any action designed to or that would constitute

or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation in violation

of the Securities Act, the Exchange Act or the rules and regulations thereunder of the price of any security of the Company to facilitate

the sale or resale of the Shares or otherwise violate any provision of Regulation M under the Exchange Act.

(l) The

Company will not incur any liability for any finder’s or broker’s fee or agent’s commission in connection with the

execution and delivery of this Agreement or the consummation of the transactions contemplated hereby or thereby, except as contemplated

herein.

(m) During

any applicable Prospectus Delivery Period, the Company will file on a timely basis (which will include any extensions afforded by Rule

12b-25 of the Exchange Act) with the Commission such periodic and current reports as required by the Rules and Regulations.

(n) Except

as described in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2025, the Company has maintained

and will maintain, such controls and other procedures, including without limitation those required by Sections 302 and 906 of the Sarbanes-Oxley

Act and the applicable regulations thereunder, that are designed to ensure that information required to be disclosed by the Company in

the reports that 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, including without limitation, controls and procedures designed to ensure that information

required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated

to the Company’s management, including its principal executive officer and its principal financial officer, or persons performing

similar functions, as appropriate to allow timely decisions regarding required disclosure, to ensure that material information relating

to Company is made known to them by others within those entities.

(o) Each

of the Company and Agent represent and agree that, neither the Company nor the Agent has made or will make any offer relating to the

Shares that would constitute an “issuer free writing prospectus,” as defined in Rule 433 under the Securities Act, or that

would otherwise constitute a “free writing prospectus,” as defined in Rule 405 under the Securities Act, required to be filed

with the Commission other than a Permitted Free Writing Prospectus. The Company represents that it has treated or agrees that it will

treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied

and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing

where required, legending and record keeping.

(p) On

the date hereof and each date when the Company (A) amends or supplements (other than a supplement to a Prospectus filed pursuant to Rule

424(b) under the Securities Act relating solely to the offering of securities other than the Shares) the Registration Statement or Prospectus

by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration

Statement or the Prospectus relating to the Shares, (B) files an annual report on Form 10-K under the Exchange Act (including any Form

10-K/A containing amended material financial information or a material amendment to the previously filed Form 10-K) or (C) files a report

on Form 10-Q containing quarterly financial information that is incorporated by reference in the Registration Statement and Prospectus

(each of the dates in (A) through (C) are referred to herein as a “Bringdown Date”), the Agent shall receive

a customary opinion of Sichenzia Ross Ference Carmel LLP, counsel for the Company, dated as of a date within ten (10) days after the

applicable Bringdown Date, addressed to the Agent and modified as necessary to relate to the Registration Statement and the Prospectus

as amended and supplemented to the time of delivery of such opinions. With respect to this Section 3(p), in lieu of delivering

such opinions or letters for Bringdown Dates subsequent to the date hereof, such counsel may furnish agent with a letter (a “Reliance

Letter”) to the effect that Agent may rely upon a prior opinion or letter delivered under this Section 3(p) to the

same extent as if it were dated the date of such letter (except that statement in such prior opinion shall be deemed to relate to the

Registration Statement and the Prospectus as amended or supplemented as of the date of such Reliance Letter); provided, however,

the requirement to provide opinions and letters under this Section 3(p) is hereby waived for any Bringdown Date occurring at a

time at which no Transaction Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers

a Transaction Notice hereunder and the next occurring Bringdown Date. Notwithstanding the foregoing, if the Company subsequently decides

to sell Shares following a Bringdown Date when the Company relied on such waiver and did not provide Agent with opinions and letters

under this Section 3(p), then before the Company delivers the Transaction Notice or Agent sells any Shares, the Company shall

cause Sichenzia Ross Ference Carmel LLP, to furnish to the Agent a written opinion or Reliance Letter dated the date of the Transaction

Notice.

(q) On

the date hereof, and each date when the Company files an annual report on Form 10-K, or a report on Form 10-Q containing quarterly financial

information that is incorporated by reference in the Registration Statement and Prospectus, the Company shall cause Lao Professionals,

or other independent accountants satisfactory to the Agent, to deliver to the Agent (x) a letter, dated as of a date within ten (10)

days after such date and addressed to Agent, in form and substance satisfactory to Agent (the first such letter, the “Initial

Comfort Letter”), confirming that they are independent public accountants within the meaning of the Securities Act and

are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of

the Commission, and stating the conclusions and findings of said firm with respect to the financial information and other matters and

(y) a letter updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had

it been given on such date and as modified as necessary to relate to the date of such letter (each such letter, a “Bringdown

Comfort Letter”); provided, however, the requirement to provide a Bringdown Comfort Letter under this Section

3(q) is hereby waived for any Bringdown Date occurring at a time at which no Transaction Notice is pending, which waiver shall continue

until the earlier to occur of the date the Company delivers a Transaction Notice hereunder and the next occurring Bringdown Date. Notwithstanding

the foregoing, if the Company subsequently decides to sell Shares following a Bringdown Date when the Company relied on such waiver and

did not provide Agent with a Bringdown Comfort Letter under this Section 3(q), then before the Company delivers the Transaction

Notice or Agent sells any Shares, the Company shall cause Lao Professionals, or other independent accountants satisfactory to the Agent,

to deliver to the Agent a Bringdown Comfort Letter dated the date of the Transaction Notice.

(r) On

the date hereof and each Bringdown Date, the Company shall furnish to the Agent a certificate, dated as of a date within ten (10) days

after the applicable Bringdown Date and addressed to Agent, signed by the chief executive officer and by the chief financial officer

of the Company, to the effect that:

(i) The

representations and warranties of the Company in this Agreement are true and correct in all material respects as if made at and as of

the date of the certificate, and the Company has complied in all material respects with all the agreements and satisfied all the conditions

on its part to be performed or satisfied at or prior to the date of the certificate;

(ii) No

stop order or other order suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof or

the qualification of the Shares for offering or sale or notice that would prevent use of the Registration Statement, nor suspending or

preventing the use of the Base Prospectus, the Prospectus or any Permitted Free Writing Prospectus, has been issued, and no proceeding

for that purpose has been instituted or, to the best of their knowledge, is contemplated by the Commission or any state or regulatory

body;

(iii) The

Shares to be sold on that date have been duly and validly authorized by the Company and all corporate action required to be taken for

the authorization, issuance and sale of the Shares on that date has been validly and sufficiently taken;

(iv) Subsequent

to the respective dates as of which information is given in the Base Prospectus, the Prospectus or any Permitted Free Writing Prospectus,

as amended and supplemented, and except for pending transactions disclosed therein, the Company has not incurred any material liabilities

or obligations, direct or contingent, or entered into any material transactions, not in the ordinary course of business, or declared

or paid any dividends or made any distribution of any kind with respect to its capital stock, and there has not been any material change

in the capital stock or any issuance of options, warrants, convertible securities or other rights to purchase the capital stock (other

than as a result of the exercise or conversion of any currently outstanding options, warrants, or convertible securities currently issued

or issuable under currently agreements made by the Company, that are disclosed in the Registration Statement or the Prospectus), or any

material change in the short-term or long-term debt, of the Company, or any Material Adverse Effect or any development that would reasonably

be likely to result in a Material Adverse Effect (whether or not arising in the ordinary course of business), or any material loss by

strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, incurred by the Company; and

(v) Except

as stated in the Base Prospectus, the Prospectus, and any Permitted Free Writing Prospectus, as amended and supplemented, there is not

pending, or, to the knowledge of the Company, threatened or contemplated, any action, suit or proceeding to which the Company is a party

before or by any court or governmental agency, authority or body, or any arbitrator, which would reasonably be likely to result in any

Material Adverse Effect; provided, however, the requirement to provide a certificate under this Section 3(r) is hereby waived

for any Bringdown Date occurring at a time at which no Transaction Notice is pending, which waiver shall continue until the earlier to

occur of the date the Company delivers a Transaction Notice hereunder and the next occurring Bringdown Date. Notwithstanding the foregoing,

if the Company subsequently decides to sell Shares following a Bringdown Date when the Company relied on such waiver and did not provide

Agent with a certificate under this Section 3(r), then before the Company delivers the Transaction Notice or Agent sells any Shares,

the Company shall provide Agent with a certificate dated the date of the Transaction Notice.

(s) A

reasonable time prior to each Bringdown Date, the Company, if so requested by the Agent, shall conduct a due diligence session, in form

and substance, satisfactory to the Agent, which shall include representatives of the management and the accountants of the Company.

(t) The

Company shall disclose in its annual report on Form 10-K and its reports on Form 10-Q with quarterly financial information the number

of Shares sold through the Agent under this Agreement, the Net Proceeds to the Company and the compensation paid by the Company with

respect to sales of the Shares pursuant to this Agreement.

(u) The

Company shall ensure that there are at all times sufficient Common Stock to provide for the issuance, free of any preemptive rights,

out of its authorized but unissued Common Stock, of the maximum aggregate number of Shares authorized for issuance by the Company’s

board of directors pursuant to the terms of this Agreement. The Company will use its reasonable best efforts to cause the Shares to be

listed on the Nasdaq Capital Market, and to maintain such listing. The Company shall cooperate with Agent and use its reasonable efforts

to permit Shares to be eligible for clearance and settlement through the facilities of DTC.

(v) At

any time during the term of this Agreement, the Company will advise the Agent promptly after it receives notice or obtains knowledge

of any information or fact that would alter or affect any opinion, certificate, letter and other document provided to the Agent pursuant

to Section 3 herein.

(w) Subject

to compliance with any applicable requirements of Regulation M under the Exchange Act and compliance with applicable securities laws,

the Company consents to the Agent trading in Common Stock for the Agent’s own account and for the account of its clients (in compliance

with all applicable laws) at the same time as sales of the Shares occur pursuant to this Agreement.

(x) If

to the knowledge of the Company, any condition set forth in Section 4 of this Agreement shall not have been satisfied on the applicable

Settlement Date, the Company will offer to any person who has agreed to purchase the Shares on such Settlement Date from the Company

as the result of an offer to purchase solicited by the Agent the right to refuse to purchase and pay for such Shares.

(y) On

the date hereof and each Bringdown Date, the Company shall furnish to the Agent an incumbency certificate, dated as of such date and

addressed to Agent, signed by the secretary of the Company.

(z) Each

acceptance by the Company of an offer to purchase the Shares hereunder shall be deemed to be an affirmation to the Agent that the representations

and warranties of the Company contained in or made pursuant to this Agreement are true and correct as of the date of such acceptance

as though made at and as of such date (other than those representations and warranties made as of a specified date or time), and an undertaking

that such representations and warranties will be true and correct as of the Settlement Date for the Shares relating to such acceptance,

as though made at and as of such date (except that such representations and warranties shall be deemed to relate to the Registration

Statement and the Prospectus as amended and supplemented relating to such Shares).

(aa) The

Company shall ensure that there are at all times sufficient Common Stock to provide for the issuance, free of any preemptive rights,

out of its authorized but unissued Common Stock or Common Stock held in treasury, of the maximum aggregate number of Shares authorized

for issuance by the Company’s board of directors pursuant to the terms of this Agreement.

(bb) During

any period when the delivery of a prospectus relating to the Shares is required (including in circumstances where such requirement may

be satisfied pursuant to Rule 172, 173 or any similar rule) to be delivered under the Securities Act, the Company will file all documents

required to be filed with the Commission pursuant to the Exchange Act within the time periods required by the Exchange Act and the regulations

thereunder.

(cc) The

Company shall cooperate with Agent and use its reasonable efforts to permit the Shares to be eligible for clearance and settlement through

the facilities of DTC.

(dd) The

Company will apply the Net Proceeds from the sale of the Shares in the manner set forth in the Prospectus.

(ee) To

the extent that the Registration Statement is not available for the sales of the Shares as contemplated by this Agreement, the Company

shall file a new registration statement with respect to any additional shares of Common Stock necessary to complete such sales of the

Shares and shall cause such registration statement to become effective as promptly as practicable. After the effectiveness of any such

registration statement, all references to “Registration Statement” included in this Agreement shall be deemed to include

such new registration statement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3, and all references

to “Base Prospectus” included in this Agreement shall be deemed to include the final form of prospectus, including all documents

incorporated therein by reference, included in any such registration statement at the time such registration statement became effective.

4. Conditions

of Agent’s Obligations. The obligations of the Agent hereunder are subject to (i) the accuracy of, as of the date hereof,

each Bringdown Date, and each Time of Sale (in each case, as if made at such date), and compliance with, all representations, warranties

and agreements of the Company contained herein, (ii) the performance by the Company of its obligations hereunder and (iii) the following

additional conditions:

(a) If

the filing of the Prospectus, or any amendment or supplement thereto, or any Permitted Free Writing Prospectus, is required under the

Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Permitted

Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8)

or Rule 164(b)); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement

or any part thereof, any Rule 462(b) Registration Statement, or any amendment thereof, nor suspending or preventing the use of the Base

Prospectus, the Prospectus or any Permitted Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an

order shall have been initiated or threatened; and any request of the Commission for additional information (to be included in the Registration

Statement, the Base Prospectus, the Prospectus, any Permitted Free Writing Prospectus or otherwise) shall have been complied with to

the Agent’s satisfaction.

(b) The

Agent shall not have advised the Company that the Registration Statement, the Base Prospectus, the Prospectus, or any amendment or supplement

thereto, or any Permitted Free Writing Prospectus, contains an untrue statement of fact which, in the Agent’s opinion, is material,

or omits to state a fact which, in the Agent’s opinion, is material and is required to be stated therein or is necessary to make

the statements therein (i) with respect to the Registration Statement, not misleading and (ii) with respect to the Base Prospectus, the

Prospectus or any Permitted Free Writing Prospectus, in light of the circumstances under which they were made, not misleading.

as set forth or contemplated in the Base Prospectus, the Prospectus and any Permitted Free Writing Prospectus, subsequent to the respective

dates as of which information is given therein, the Company shall not have incurred any material liabilities or obligations, direct or

contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect

to its capital stock and there shall not have been any material change in the capital stock, or any material issuance of options, warrants,

convertible securities or other rights to purchase the capital stock (other than as a result of the exercise or conversion of any currently

outstanding options, warrants, or convertible securities currently issued or issuable under currently agreements made by the Company,

that are disclosed in the Registration Statement or the Prospectus), or any material change in the short-term or long-term debt, of the

Company, or any Material Adverse Effect or any development that would be reasonably likely to result in a Material Adverse Effect (whether

or not arising in the ordinary course of business), or any material loss by strike, fire, flood, earthquake, accident or other calamity,

whether or not covered by insurance, incurred by the Company, the effect of which, in any such case described above, in the Agent’s

judgment, makes it impractical or inadvisable to offer or deliver the Shares.

(d) The

Company shall have performed each of its obligations under Section 3(q).

(e) The

Company shall have performed each of its obligations under Section 3(r).

(f) The

Company shall have performed each of its obligations under Section 3(s).

(g) FINRA

shall not have raised any objection to the fairness and reasonableness of the terms and arrangements under this Agreement.

(h) All

filings with the Commission required by Rule 424 under the Securities Act to have been filed by the Settlement Date shall have been made

within the applicable time period prescribed for such filing by Rule 424.

(i) The

Company shall have furnished to Agent and the Agent’s counsel such additional documents, certificates and evidence as they may

have reasonably requested.

(j) Trading

in the Common Stock shall not have been suspended on the Nasdaq Capital Market. The Shares shall have been listed and authorized for

trading on the Nasdaq Capital Market prior to the first Settlement Date, and satisfactory evidence of such actions shall have been provided

to the Agent and its counsel, which may include oral confirmation from a representative of the Nasdaq Capital Market.

All

such opinions, certificates, letters and other documents will be in compliance with the provisions hereof only if they are reasonably

satisfactory in form and substance to Agent and the Agent’s counsel. The Company will furnish Agent with such conformed copies

of such opinions, certificates, letters and other documents as Agent shall reasonably request.

5. Indemnification

and Contribution.

(a)

(i) The

Company agrees to indemnify and hold harmless the Agent and each of the other Indemnified Parties (as defined below) from and against,

and pay on demand for, any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements,

and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and

disbursements in giving testimony or furnishing documents in response to subpoena or otherwise (including, without limitation, the costs,

expenses and disbursements, as and when incurred, of investigating, preparing, pursuing or defending any such action, suit, proceeding

or investigation (whether or not in connection with litigation in which any Indemnified Party is a party)) (collectively, “Losses”),

directly or indirectly, caused by, relating to, based upon, arising out of , or in connection with this Agreement, including, without

limitation, any act or omission by the Agent in connection with its acceptance of or the performance or non-performance of its obligations

under the Agreement, any breach by the Company of any representation, warranty, covenant or agreement contained in the Agreement (or

in any instrument, document or agreement relating thereto, including any agency agreement), or the enforcement by the Agent of its rights

under the Agreement or these indemnification provisions, except to the extent that any such Losses are found in a final judgment by a

court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or

willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company also agrees that no Indemnified Party shall

have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with this Agreement

for any other reason, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction

(not subject to further appeal) to have resulted primarily and directly from such Indemnified Party’s gross negligence or willful

misconduct This indemnity agreement will be in addition to any liability that the Company otherwise might have.

(ii) These

indemnification provisions shall extend to the following persons (collectively, the “Indemnified Parties”):

the Agent, its managers, members, officers, employees and controlling persons (within the meaning of Section 15 of the Securities Act

or Section 20 of the Exchange Act), and the officers, directors, partners, stockholders, members, managers, employees and controlling

persons of any of them. These indemnification provisions shall be in addition to any liability which the Company may otherwise have to

any Indemnified Party.

(iii) If

any action, suit, proceeding or investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall

notify the Company with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the

Company shall not relieve the Company from its obligations hereunder except to the extent that the Company is actually and materially

prejudiced by such failure to notify. An Indemnified Party shall have the right to retain counsel of its own choice to represent it,

and the reasonable and documented fees, expenses and disbursements of such counsel shall be borne by the Company. Any such counsel shall,

to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company.

The Company shall be liable for any settlement of any claim against any Indemnified Party made with the Company’s written consent.

The Company shall not, without the prior written consent of the Agent, settle or compromise any claim, or permit a default or consent

to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (i) includes, as an unconditional term

thereof, the giving by the claimant to all of the Indemnified Parties of an unconditional release from all liability in respect of such

claim, and (ii) does not contain any factual or legal admission by or with respect to an Indemnified Party or an adverse statement with

respect to the character, professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified

Party.

(iv) In

order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is

made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification

may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then the Company

shall contribute to the Losses to which any Indemnified Party may be subject (i) in accordance with the relative benefits received by

the Company and its stockholders, subsidiaries and affiliates, on the one hand, and the Indemnified Party, on the other hand, and (ii)

if (and only if) the allocation provided in clause (i) of this sentence is not permitted by applicable law, in such proportion as to

reflect not only the relative benefits, but also the relative fault of the Company, on the one hand, and the Indemnified Party, on the

other hand, in connection with the statements, acts or omissions which resulted in such Losses as well as any relevant equitable considerations.

No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable

for fraudulent misrepresentation. The relative benefits received (or anticipated to be received) by the Company and its stockholders,

subsidiaries and affiliates shall be deemed to be equal to the aggregate consideration payable or receivable by such parties in connection

with the transaction or transactions to which the Agreement relates relative to the amount of fees actually received by the Agent in

connection with such transaction or transactions. Notwithstanding the foregoing, in no event shall the amount contributed by all Indemnified

Parties exceed the amount of fees previously received by the Agent pursuant to the Agreement.

(b) (i) The

Agent will indemnify and hold harmless the Company and its affiliates, employees, and directors and each officer of the Company who signed

the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or

Section 20 of the Exchange Act, legal counsel, agents and controlling persons of any of them (the “Company Indemnified Parties”)

from and against any Losses to which the Company or the Company Indemnified Parties may become subject, under the Securities Act or otherwise

(including in settlement of any litigation, if such settlement is effected with the written consent of the Agent), insofar as such losses,

claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or omission or alleged

untrue statement or omission of a material fact contained in the Registration Statement, any Base Prospectus, the Prospectus, or any

amendment or supplement thereto or any Permitted Free Writing Prospectus, but only and solely to the extent that such untrue statement

or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Base Prospectus, the Prospectus,

or any amendment or supplement thereto, or any Permitted Free Writing Prospectus in reliance upon and in conformity with written information

furnished to the Company by Agent expressly for use in the preparation thereof, it being understood and agreed that the only information

furnished by the Agent consists of the information described as such in Section 5(b)(ii) hereof (the “Agent Information”).

(ii) The

Agent confirms and the Company acknowledges that as of the date hereof no information has been furnished in writing to the Company by

or on behalf of the Agent specifically for inclusion in the Registration Statement, any Base Prospectus, the Prospectus or any Permitted

Free Writing Prospectus, other than the information about the Agent included in the Prospectus Supplement under the heading “Plan

of Distribution”.

the indemnification provided for in this Section 5 is unavailable or insufficient to hold harmless an indemnified party under

subsection (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as

a result of the losses, claims, damages or liabilities referred to in subsection (a) or (b) above, (i) in such proportion as is appropriate

to reflect the relative benefits received by the Company on the one hand and the Agent on the other from the Offering or (ii) if the

allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only

the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and the Agent on the

other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other

relevant equitable considerations. The relative benefits received by the Company on the one hand and the Agent on the other shall be

deemed to be in the same proportion as the total net proceeds from the Offering (before deducting expenses) received by the Company and

the total commissions received by the Agent, bear to the total public offering price of the Shares. The relative fault shall be determined

by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission

to state a material fact relates to information supplied by the Company or the Agent and the parties’ relevant intent, knowledge,

access to information and opportunity to correct or prevent such untrue statement or omission. The Company and the Agent agree that it

would not be just and equitable if contributions pursuant to this subsection (c) were to be determined by pro rata allocation or by any

other method of allocation which does not take account of the equitable considerations referred to in the first sentence of this subsection

(c). The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence

of this subsection (c) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection

with investigating or defending against any action or claim which is the subject of this subsection (c). Notwithstanding the provisions

of this subsection (c), the Agent shall not be required to contribute any amount in excess of the amount by which the total price at

which the Shares underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that the

Agent has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person

guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution

from any person who was not guilty of such fraudulent misrepresentation.

(d) Neither

termination of this Agreement nor completion of the Offering shall affect these indemnification provisions which shall remain operative

and in full force and effect. The indemnification provisions shall be binding upon the Company and the Agent and their respective successors

and assigns and shall inure to the benefit of the Indemnified Parties and the Company Indemnified Parties and their respective successors,

assigns, heirs and personal representatives.

6. Representations

and Agreements to Survive Delivery. All representations and warranties of the Company herein or in certificates delivered pursuant

hereto, and agreements of the Agent and the Company herein, including but not limited to the agreements of the Agent and the Company

contained in Section 5 hereof, shall remain operative and in full force and effect regardless of any investigation made by or

on behalf of the Agent or any controlling person thereof, or the Company or any of its officers, directors, or controlling persons, and

shall survive delivery of, and payment for, the Shares to and by the Agent hereunder.

7. Termination

of this Agreement.

(a) The

Company shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating

to the solicitation of offers to purchase the Shares in its sole discretion at any time upon five (5) days’ prior written notice.

Any such termination shall be without liability of any party to any other party except that (i) if the Shares have been sold through

the Agent for the Company, then Sections 3(g), 3(o) and 3(y) shall remain in full force and effect, (ii) with respect

to any pending sale, through the Agent for the Company, the obligations of the Company with respect to such pending sale of Shares, including

in respect of compensation of the Agent, shall remain in full force and effect notwithstanding such termination and (iii) the provisions

of Section 2(a)(vi), Section 3(g), Section 3(o), Section 5 and Section 6 of this Agreement shall remain

in full force and effect notwithstanding such termination.

(b) The

Agent shall have the right, by giving five (5) days’ prior written notice as hereinafter specified, to terminate the provisions

of this Agreement if the Agent is not fully satisfied, in its sole discretion, with the results of its and its representatives’

review of the Company and the Company’s business. Any such termination shall be without liability of any party to any other party

except that (i) the provisions of the last three sentences of Section 3(g) and the entirety of Section 3(o), Section

5 and Section 6 of this Agreement shall remain in full force and effect notwithstanding such termination and (ii) the provisions

of Section 3(g) other than the last three sentences thereof shall remain in full force and effect only if the Agent has terminated

this Agreement as a result of the Company’s default of its obligations hereunder and its failure to cure any default within a reasonable

period of time.

Agreement shall remain in full force and effect for twelve (12) months from the date hereof unless terminated pursuant to Sections

7(a) or (b) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement

shall in all cases be deemed to provide that Section 3(g), Section 3(o), Section 5 and Section 6 shall remain

in full force and effect. This Agreement shall terminate automatically upon the issuance and sale of Shares having an aggregate offering

price equal to the amount set forth in the first paragraph of this Agreement.

(d) Any

termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination

shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may

be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with

the provisions of Section 2(a) of this Agreement.

8. Default

by the Company. If the Company shall fail at any Settlement Date to sell and deliver the number of Shares which it is obligated

to sell hereunder, then this Agreement shall terminate without any liability on the part of the Agent or, except as provided in Section

3(g) hereof, any non-defaulting party. No action taken pursuant to this Section 8 shall relieve the Company from liability,

if any, in respect of such default, and the Company shall (A) hold the Agent harmless against any loss, claim or damage arising from

or as a result of such default by the Company and (B) pay the Agent any commission to which it would otherwise be entitled absent such

default.

9. Notices.

Except as otherwise provided herein, all communications under this Agreement shall be in writing and, if to the Agent, shall be mailed,

delivered or sent by facsimile or email transmission to:

Maxim

Group LLC

300

Park Avenue, 16th Floor

New

York, New York 10022

Attention:

Ritesh Veera, Co-Head of Investment Banking

Fax:

(212) 895-3783

email:

cteller@maximgrp.com.

with

a required copy (which shall not constitute notice) to:

Pryor

Cashman LLP

Times Square

New

York, New York 10036

Attention:

M. Ali Panjwani, Esq.

Fax:

(212) 326-0806

Email:

ali.panjwani@pryorcashman.com.

Notices

to the Company shall be given to it at:

Eva

Live Inc.

2029

Century Park East, Suite #400N

Los

Angeles, CA 90067

Attention:

David Boulette, Chief Executive Officer

Email:

dave@eva.live

with

a required copy (which shall not constitute notice) to:

Sichenzia

Ross Ference Carmel LLP

1185

Avenue of the Americas, 26th Floor

New

York, NY 10036

Attn:

Marc J. Ross, Esq.

Email:

MRoss@SRFC.LAW

Any

party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address

for such purpose.

10. Persons

Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their

respective successors and assigns and the controlling persons, officers and directors referred to in Section 5. Nothing in this Agreement

is intended or shall be construed to give to any other person, firm or corporation any legal or equitable remedy or claim under or in

respect of this Agreement or any provision herein contained. The term “successors and assigns” as herein used shall not include

any purchaser, as such purchaser, of any of the Shares from the Agent.

11. Absence

of Fiduciary Relationship. The Company acknowledges and agrees that: (a) the Agent has been retained solely to act as an sales

agent and/or principal in connection with the sale of the Shares and that no fiduciary, advisory or agency relationship between the Company

and the Agent has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agent

has advised or are advising the Company on other matters; (b) the price and other terms of the Shares set forth in this Agreement were

established by the Company following discussions and arms-length negotiations with the Agent and the Company is capable of evaluating

and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c)

it has been advised that the Agent and its affiliates are engaged in a broad range of transactions which may involve interests that differ

from those of the Company and that the Agent has no obligation to disclose such interest and transactions to the Company by virtue of

any fiduciary, advisory or agency relationship; (d) it has been advised that the Agent is acting, in respect of the transactions contemplated

by this Agreement, solely for the benefit of the Agent, and not on behalf of the Company; and (e) it waives to the fullest extent permitted

by law, any claims it may have against the Agent for breach of fiduciary duty or alleged breach of fiduciary duty in respect of any of

the transactions contemplated by this Agreement and agrees that the Agent shall have no liability (whether direct or indirect) to the

Company in respect of such a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors

of the Company.

12. Governing

Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, including Section

5-1401 of the General Obligations Law of the State of New York, but otherwise without regard to conflict of laws rules that would apply

the laws of any other jurisdiction.

13. Counterparts.

This Agreement may be executed in one or more counterparts and, if executed in more than one counterpart, the executed counterparts shall

each be deemed to be an original and all such counterparts shall together constitute one and the same instrument.

14. Adjustments

for Stock Splits. The parties acknowledge and agree that all share-related numbers contained in this Agreement shall be adjusted

to take into account any stock split, stock dividend or similar event effected with respect to the Shares.

15. Entire

Agreement; Amendment; Severability; Headings. This Agreement (including all schedules and exhibits attached hereto and transaction

notices issued pursuant hereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings,

both written and oral, among the parties hereto with regard to the subject matter hereof, except for that certain Placement Agency Agreement,

dated February 24, 2026, between the Company and the Agent. Neither this Agreement nor any term hereof may be amended except pursuant

to a written instrument executed by the Company and the Agent. In the event that any one or more of the provisions contained herein,

or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction,

then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and

the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was

not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof

shall be in accordance with the intent of the parties as reflected in this Agreement. The section headings used in this Agreement are

for convenience only and shall not affect the construction hereof.

16. Waiver

of Jury Trial. Each of the Company and the Agent hereby waives any right it may have to a trial by jury in respect of any claim

based upon or arising out of this Agreement or the transactions contemplated hereby.

[Signature

Page Follows]

the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company the enclosed duplicate

of this Agreement, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Agent in

accordance with its terms.

Very

truly yours,

EVA

LIVE INC.

/s/

David Boulette

Name:

David

Boulette

Title:

Chief

Executive Officer

Confirmed

as of the date first above mentioned.

MAXIM

GROUP LLC

/s/

Ritesh Veera

Name:

Ritesh

Veera

Title:

Co-Head

of Investment Banking

Schedule

Permitted

Free Writing Prospectus

None.

Schedule A-1

Schedule

Individuals

Permitted to Authorize Sales of Shares

●

David

Boulette

●

Javan

Khazali

Schedule B-1

Schedule

Form

of Transaction Notice

From:

Eva

Live Inc.

To:

Maxim

Group LLC

Subject:

Transaction

Notice

Date:

[●],

202__

Ladies

and Gentlemen:

Pursuant

to the terms and subject to the conditions contained in the Equity Distribution Agreement between Eva Live Inc. (the “Company”),

and Maxim Group LLC (“Agent”), dated [ ], 2026, the Company hereby requests that the Agent sell up to [●]

of the Company’s common stock, par value $0.0001 per share, at a minimum market price of $[●] per share, during the time period

beginning [month, day, time] and ending [month, day, time].

Schedule C-1

Schedule

Individual

to Which Notice Can Be Given

Maxim

Group LLC

●

Schedule D-1

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v3.26.1

Cover

Apr. 14, 2026

Cover [Abstract]

Document Type

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Document Period End Date

Apr. 14, 2026

Entity File Number

001-43076

Entity Registrant Name

EVA

LIVE INC.

Entity Central Index Key

0001983736

Entity Tax Identification Number

88-2864075

Entity Incorporation, State or Country Code

Entity Address, Address Line One

The

Plaza

Entity Address, Address Line Two

1800 Century Park East

Entity Address, Address Line Three

Suite 600

Entity Address, City or Town

Los

Angeles

Entity Address, State or Province

Entity Address, Postal Zip Code

90067

City Area Code

(310)

Local Phone Number

229-5981

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

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Stock, par value $0.0001

Trading Symbol

GOAI

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

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Cover page.

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No definition available.

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For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

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The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

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No definition available.

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Address Line 1 such as Attn, Building Name, Street Name

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Address Line 2 such as Street or Suite number

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Address Line 3 such as an Office Park

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Name of the City or Town

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Code for the postal or zip code

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Name of the state or province.

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A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

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Indicate if registrant meets the emerging growth company criteria.

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-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

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-Name Securities Act

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-Section B

-Subsection 2

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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Two-character EDGAR code representing the state or country of incorporation.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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-Publisher SEC

-Name Exchange Act

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Local phone number for entity.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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Title of a 12(b) registered security.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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Name of the Exchange on which a security is registered.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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-Section 14a

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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