Form 8-K

8-K — Smart Powerr Corp.

Accession: 0001213900-26-060319

Filed: 2026-05-22

Period: 2026-05-19

CIK: 0000721693

SIC: 7389 (SERVICES-BUSINESS SERVICES, NEC)

Item: Entry into a Material Definitive Agreement

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0291936-8k_smart.htm (Primary)

EX-1.1 — PLACEMENT AGENCY AGREEMENT, DATED MAY 19, 2026, BY AND BETWEEN THE COMPANY AND UNIVEST SECURITIES, LLC (ea029193601ex1-1.htm)

EX-5.1 — OPINION OF MCLAUGHLIN & STERN, LLP (ea029193601ex5-1.htm)

EX-10.1 — FORM OF SECURITIES PURCHASE AGREEMENT (ea029193601ex10-1.htm)

EX-99.1 — PRESS RELEASE (ea029193601ex99-1.htm)

GRAPHIC (ea029193601_ex99-1img1.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0291936-8k_smart.htm · Sequence: 1

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0000721693

2026-05-19

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

May 19, 2026

SMART POWERR CORP.

(Exact name of registrant as specified in charter)

Nevada

001-34625

90-0093373

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

4/F, Tower

Rong Cheng Yun Gu Building

Keji 3 rd Road, Yanta District

Xi’an City, Shaanix Providence, China

710075

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including

area code: (86-29) 8765-1097

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (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:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.001 per share

CREG

Nasdaq Stock Market

Indicate by check mark whether the registrant

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

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

☐

If an emerging growth company, indicate by check

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

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

Item 1.01 Entry into a Material Definitive Agreement.

On May 19, 2026, Smart Powerr

Corp., a Nevada corporation (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”)

with certain institutional investors named thereto (the “Purchasers”), pursuant to which the Company agreed to issue and sell,

in a registered direct offering (the “Offering”) of an aggregate of 4,500,000 shares of common stock (the “Common Stock”)

of the Company, par value $0.001 per share (the “Shares”), at a purchase price of $0.45 per share.

The Offering closed on May

20, 2026. The Company received approximately $2 million in gross proceeds from the Offering, before deducting placement agent fees and

estimated offering expenses. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes.

The Company and the Purchasers have mutually agreed to additional closings on or before the 30th calendar day anniversary of the initial

closing date, if the Purchasers exercise their option to purchase additional 4,500,000 shares of Common Stock by delivery of one or more

written notices.

The Purchase Agreement contains

customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the

Company, other obligations of the parties, and termination provisions.

In addition, the Company agreed

that for a period of thirty (30) days from the closing date of the Offering, it will not: (i) issue, enter into any agreement to issue

or announce the issuance or proposed issuance of any shares of Common Stock or equivalent securities; or (ii) file any registration statement

or amendment or supplement thereto (other than the Prospectus Supplement, the filing of any amendment or supplement to an existing registration

statement for an “at the market” offering with the Placement Agent as sales agent, or on Form S-8 or in connection with any

employee benefit plan). In addition, the Company agreed that it will not conduct any sales of Common Stock or equivalent securities involving

a variable rate transaction (as defined in the Purchase Agreement) for a period of sixty (60) days from the closing date of the Offering,

subject to certain exceptions as described in the Purchase Agreement.

The Shares were offered by

the Company pursuant to a registration statement on Form S-3 (File No. 333-281639) (the “Registration Statement”), previously

filed and declared effective by the Securities and Exchange Commission (the “Commission”) on August 27, 2024, the base prospectus

filed as part of the Registration Statement, and the prospectus supplement dated May 19, 2026 (the “Prospectus Supplement”).

On May 19, 2026, the Company

entered into a placement agency agreement (the “Placement Agency Agreement”) with Univest

Securities, LLC (“Univest” or the “Placement Agent”), pursuant

to which the Company engaged Univest as the exclusive placement agent in connection with

the Offering. The Placement Agent agreed to use its reasonable best efforts to arrange for the sale of the Shares. In addition, under

the Placement Agency Agreement the Company agreed to pay the Placement Agent a cash fee in cash equal to eight percent (8%) of the aggregate

gross proceeds raised from the sale. The Company also agreed to reimburse the Placement Agent at closing for all reasonable travel and

other out-of-pocket expenses incurred by them in connection with the Offering in an amount not to exceed $30,000.

The Placement Agency Agreement

contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations

of the Company and the Placement Agent, including for liabilities under the Securities Act of 1933, as amended (the “Securities

Act”), other obligations of the parties and termination provisions.

The foregoing summaries of

the Placement Agency Agreement and the Purchase Agreement do not purport to be complete and are subject to, and qualified in their entirety

by, such documents filed as Exhibits 1.1 and 10.1, respectively, hereto and incorporated by reference herein.

This Current Report on Form

8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any

offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration

or qualification under the securities laws of any such state.

Item 8.01 Other Events.

On May 19, 2026, the Company

issued a press release related to the Offering entitled “Smart Powerr Corp. Announces $2 Million Registered Direct Offering”,

which press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this

Item 8.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of

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

of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except

as expressly set forth by specific reference in such a filing.

This report is incorporated

by reference into the registration statements on Form S-3 (File No. 333-281639) of the Company, filed with the Commission, to be a part

thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

Forward Looking Statements

This Current Report on Form 8-K contains “forward-looking

statements” within the meaning of federal and state securities laws. Such statements can be identified by words such as “will

likely result,” “expect,” “anticipate,” “estimate,” “believe,” “intend,”

“plan,” “project,” “outlook,” “should,” “could,” “may” or words

of similar meaning and include, but are not limited to, statements regarding our future business and financial performance and prospects,

including our expectations regarding the transactions described in this Current Report on Form 8-K. Such forward-looking statements are

based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive

uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing

of events may differ materially from the results included in such forward-looking statements. Investors are cautioned not to place undue

reliance on the forward-looking statements in this Current Report on Form 8-K, which information set forth herein speaks only as of the

date hereof. The Company does not undertake, and it expressly disclaims, any intention or obligation to update any forward-looking statements

made in this Current Report on Form 8-K, whether as a result of new information, future events or otherwise, except as required by law.

A list and description of risks, uncertainties and other factors that could cause or contribute to differences in the Company’s

results can be found in its filings with the SEC, including its most recent Annual Report on Form 10-K and subsequent filings. The Company

qualifies all of its forward-looking statements by these cautionary statements.

Item 9.01 Financial Statements and Exhibits.

Exhibit Index

Exhibit No.

Description

1.1

Placement Agency Agreement, dated May 19, 2026, by and between the Company and Univest Securities, LLC

5.1

Opinion of McLaughlin & Stern, LLP

10.1

Form of Securities Purchase Agreement

23.1

Consent of McLaughlin & Stern, LLP (included in Exhibit 5.1)

99.1

Press Release

104

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

SIGNATURES

Pursuant to the requirements

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

duly authorized.

SMART POWERR CORP.

Date: May 22, 2026

By:

/s/ Yongjiang (Jackie) Shi

Yongjiang (Jackie) Shi

Chief Financial Officer

EX-1.1 — PLACEMENT AGENCY AGREEMENT, DATED MAY 19, 2026, BY AND BETWEEN THE COMPANY AND UNIVEST SECURITIES, LLC

EX-1.1

Filename: ea029193601ex1-1.htm · Sequence: 2

Exhibit 1.1

PLACEMENT AGENCY AGREEMENT

May 19, 2026

Univest Securities, LLC

75 Rockefeller Plaza, Suite 25A

New York, NY, 10019

Ladies and Gentlemen:

This letter (the “Agreement”)

constitutes the agreement by and between Univest Securities, LLC (“Univest” or the “Placement Agent”)

and Smart Powerr Corp. a Nevada corporation (the “Company”), pursuant to which the Placement Agent shall serve as the

placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placements (the “Placements”)

via a registered direct offering of common stock and warrants, par value $0.001 (“Common Stock”), of the Company (the

“Securities”). The terms of the Placements and the Securities shall be mutually agreed upon by the Company and the

purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein shall be

deemed to mean that the Placement Agent would have the power or authority to bind the Company or any Purchaser or an obligation for the

Company to issue any Securities or complete the Placements. This Agreement and the documents executed and delivered by the Company and

the Purchasers in connection with the Placements, including but not limited to the Purchase Agreement (as defined below), shall be collectively

referred to herein as the “Transaction Documents.” The date of the closing of the Placements shall be referred to herein

as the “Closing Date.” The Company expressly acknowledges and agrees that the obligations of the Placement Agent hereunder

are on a reasonable best efforts basis only and that the execution of this Agreement does not constitute a commitment by the Placement

Agent to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success

of the Placement Agent with respect to securing any other financing on behalf of the Company. Following the prior written consent of the

Company, the Placement Agent may retain other brokers or dealers to act as sub-agents or selected-dealers on its behalf in connection

with the Placements. The sale of the Securities to any Purchaser will be evidenced by a securities purchase agreement (the “Purchase

Agreement”) between the Company and such Purchaser in a form mutually agreed upon by the Company and the Purchasers. Capitalized

terms that are not otherwise defined herein have the meanings given to such terms in the Purchase Agreement. Prior to the signing of any

Purchase Agreement, executive officers of the Company will be available upon reasonable notice and during normal business hours to answer

inquiries from prospective Purchasers.

Notwithstanding anything herein

to the contrary, in the event that the Placement Agent determines that any of the terms provided for hereunder do not comply with a Financial

Industry Regulatory Authority (“FINRA”) rule, including but not limited to FINRA Rule 5110, then the Company shall

agree to amend this Agreement in writing upon the request of the Placement Agent to comply with any such rules; provided that any such

amendments shall not provide for terms that are less favorable to the Company than the terms of this Agreement or terms are adverse to

the Company.

The Company hereby confirms

its agreement with the Placement Agent as follows:

Section 1. Agreement to Act as Placement Agent.

(a) On the basis of the representations,

warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement

Agent shall be the exclusive placement agent in connection with the offering and sale by the Company of the Securities pursuant to the

Company’s registration statement on Form S-3 (File No. 333-281639) (the “Registration Statement”) with the terms

of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company, the Placement

Agent and the prospective Purchasers. The Placement Agent will act on a best efforts basis and the Company agrees and acknowledges that

there is no guarantee of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances

will the Placement Agent or any of its Affiliates (as defined below) be obligated to underwrite or purchase any of the Securities for

its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal.

The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company

shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. Subject to the terms

and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one closing (the “Closing”

and the date on which the Closing occurs, the “Closing Date”). As compensation for services rendered, on the Closing

Date, the Company shall pay to the Placement Agent the following:

(i) a cash fee equal

to eight percent (8%) of the aggregate gross proceeds received by the Company from the sale of the Securities (the “Cash Fee”);

and

(ii) reimbursement

of the Placement Agent’s all reasonable travel and other out-of-pocket expenses, including the reasonable fees, costs, and disbursements

of its legal counsel, in an amount not to exceed an aggregate of $30,000.

(b) The term of the Placement

Agent’s exclusive engagement shall begin on the date hereof and continue until the earlier of (i) the Closing Date (the “Exclusive

Term”), and (ii) the date the Placement Agent or the Company terminates the engagement according to the terms of the next sentence

(such date, the “Termination Date” and the period of time during which this Agreement remains in effect is referred

to herein as the “Term”). The engagement may be terminated at any time by either party hereto upon seven (7) days written

notice to the other party, effective upon receipt of written notice to that effect by the other party. Unless otherwise provided under

this Agreement, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 1(a) hereof

and to pay or reimburse the Placement Agent for any expenses incurred in accordance with Section 6 hereof, the Company’s

obligations contained in the indemnification provisions, and the provisions concerning indemnification and contribution contained herein

will survive any expiration or termination of this Agreement for any reason. All fees and expense payments or reimbursements due to the

Placement Agent shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees and expenses

are earned or owed as of the Termination Date). Furthermore, the Company agrees that during the Placement Agent’s engagement hereunder,

all inquiries from prospective U.S. Purchasers with respect to the Offering will be referred to the Placement Agent. Additionally, except

as set forth hereunder or otherwise disclosed to the Placement Agent in writing, the Company represents, warrants and covenants that no

brokerage or finder’s fees or commissions are or will be payable by the Company or any subsidiary of the Company to any broker,

financial advisor or consultant, finder, placement agent, investment banker, bank or other third-party with respect to the Offering.

The services provided by the

Placement Agent hereunder are solely for the benefit of the Company and are not intended to confer any rights upon any persons or entities

not a party hereto (including, without limitation, security holders, employees or creditors of the Company) as against the Placement Agent

or its directors, officers, agents and employees.

Section 2. Representations, Warranties and

Covenants of the Company. The Company hereby represents and warrants to the Placement Agent that the following is true and correct

as of the date hereof, and will be true and correct as of the Closing Date, and covenants and agrees as follows:

(a) Securities Law

Filings. The Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”)

a registration statement on Form S-3 (File No. 333-281639) for the registration under the Securities Act of 1933, as amended (the “Securities

Act”), of the Securities, which registration statement became effective on August 27, 2024. At the time of such filing, the

Company met the requirements of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule

415(a)(1)(x) under the Securities Act and complies with said Rule. The Company will file with the Commission pursuant to Rule 424(b) under

the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder,

a supplement to the form of prospectus included in such registration statement relating to the placement of the Public Securities and

the plan of distribution thereof and has advised the Placement Agent of all further information (financial and other) with respect to

the Company required to be set forth therein. Such registration statement, including the exhibits thereto, as amended at the date of this

Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form in which it appears in the

Registration Statement is hereinafter called the “Base Prospectus”; and the supplemented form of prospectus, in the

form in which it will be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter

called the “Prospectus Supplement.” Any reference in this Agreement to the Registration Statement, the Base Prospectus

or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated

Documents”) pursuant to Item 6 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), on or before the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the

case may be; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement”

with respect to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the

filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus

Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements

and schedules and other information which is “contained,” “included,” “described,” “referenced,”

“set forth” or “stated” in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all

other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information

which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement,

as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the

Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company’s

knowledge, is threatened by the Commission. For purposes of this Agreement, “Free Writing Prospectus” has the meaning

set forth in Rule 405 under the Securities Act.

(b) Assurances.

The Registration Statement, as amended, (and any further documents to be filed with the SEC) contains all exhibits and schedules as required

by the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied

in all material respects with the Securities Act and the applicable Rules and Regulations and did not contain any untrue statement of

a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

The Preliminary Prospectus and the Prospectus, each as of its respective date, complies or will comply in all material respects with the

Securities Act and the applicable Rules and Regulations. Each of the Preliminary Prospectus and the Prospectus, as amended or supplemented,

did not and will not contain as of the date thereof any untrue statement of a material fact or omit to state a material fact necessary

in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Incorporated Documents,

when they were filed with the SEC, conformed in all material respects to the requirements of the Exchange Act and the applicable Rules

and Regulations promulgated thereunder, and none of such documents, when they were filed with the SEC, contained any untrue statement

of a material fact or omitted to state a material fact necessary to make the statements therein (with respect to Incorporated Documents

incorporated by reference in the Preliminary Prospectus or the Prospectus), in light of the circumstances under which they were made not

misleading. No post-effective amendment to the Registration Statement reflecting any facts or events arising after the date thereof which

represent, individually or in the aggregate, a fundamental change in the information set forth therein is required to be filed with the

SEC. Except for this Agreement and the Transaction Documents, there are no documents required to be filed with the SEC in connection with

the transaction contemplated hereby that (x) have not been filed as required pursuant to the Securities Act or (y) will not be filed within

the requisite time period. Except for this Agreement and the Transaction Documents, there are no contracts or other documents required

to be described in the Preliminary Prospectus or the Prospectus, or to be filed as exhibits or schedules to the Registration Statement,

which have not been described or filed as required.

Neither the Company nor any of its directors and officers has distributed and none of them will distribute, prior to the Closing Date,

any offering material in connection with the offering and sale of the Securities other than the Time of Sale Disclosure Package.

(d) Subsidiaries.

All of the direct and indirect subsidiaries of the Company (the “Subsidiaries”) are set forth in the Registration Statement.

The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any

liens, charges, security interests, encumbrances, rights of first refusal, preemptive rights or other restrictions (collectively, “Liens”),

and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable

and free of preemptive and similar rights to subscribe for or purchase securities.

(e) Organization and

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

if applicable under the laws of the jurisdiction in which they are formed, in good standing under the laws of the jurisdiction of its

incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business

as currently conducted. Neither the Company nor any Subsidiary is in violation nor in default of any of the provisions of its respective

certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries

is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the

nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified

or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality,

validity or enforceability of this Agreement, the Transaction Documents or any other agreement or instrument relating to the Offering,

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

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

its obligations under this Agreement or the transactions contemplated under the Preliminary Prospectus (any of (i), (ii) or (iii), a “Material

Adverse Effect”); provided that a change in the market price or trading volume of the Common Stock alone shall

not be deemed, in and of itself, to constitute a Material Adverse Effect. No action, claim, suit, investigation or proceeding (including,

without limitation, an informal inquiry), whether commenced or to the Company’s knowledge, threatened (“Proceeding”)

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

or qualification.

(f) Authorization;

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

by this Agreement, the Transaction Documents and the Time of Sale Disclosure Package and otherwise to carry out its obligations hereunder

and thereunder. The execution and delivery of each of this Agreement, the Transaction Documents and the Time of Sale Disclosure Package

by the Company and the consummation by it of the transactions contemplated hereby and thereby and under the Preliminary Prospectus have

been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Company’s

Board of Directors or the Company’s stockholders in connection therewith other than in connection with the Required Approvals (as

defined in the Securities Purchase Agreement). This Agreement and each Transaction Document has been duly executed by the Company and,

when delivered in accordance with the terms hereof, will constitute valid and binding obligations of the Company enforceable against the

Company in accordance with their terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization,

moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating

to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution

provisions may be limited by applicable law.

(g) No Conflicts.

The execution, delivery and performance by the Company of this Agreement and each Transaction Document and the transactions contemplated

hereby, thereby and pursuant to the Time of Sale Disclosure Package, the issuance and sale of the Securities and the consummation by it

of the transactions contemplated hereby and thereby to which it is a party do not and will not (i) conflict with or violate any provision

of the Company’s or any Subsidiary’s certificate or articles of incorporation, bylaws or other organizational or charter documents,

or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result

in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination,

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

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

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

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

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

property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could

not have or reasonably be expected to result in a Material Adverse Effect.

(h) Filings, Consents

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

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

the execution, delivery and performance by the Company of this Agreement and the transactions contemplated by the Preliminary Prospectus,

other than: (i) the filing with the SEC of the Prospectus Supplement and such other filings as are required to be made under applicable

state securities laws, and (ii) application(s) to each applicable Trading Market for the listing of the Shares for trading thereon in

the time and manner required thereby. As used herein (i) “Persons” means an individual or corporation, partnership,

trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency

or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly

through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and

construed under Rule 405 under the Securities Act.

(i) Issuance of the

Securities; Registration. The Shares are duly authorized and, when issued and paid for in accordance with the Prospectus, will be

duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company.

(j) Capitalization.

The capitalization of the Company is as set forth in the Registration Statement. The Company has not issued any capital stock or Common

Stock Equivalents since its most recently filed SEC Report (as defined below), other than pursuant to the exercise of employee stock options

or vesting and settlement of restricted stock units under the Company’s stock option plans, the issuance of shares of Common Stock

to employees pursuant to any employee stock purchase plans and pursuant to the conversion and/or exercise of securities of the Company

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

debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable

for, or otherwise entitles the holder thereof to receive, Common Stock (“Common Stock Equivalents”) outstanding as of the

date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right

of participation, or any similar right to participate in the transactions contemplated by this Agreement and the transactions contemplated

pursuant to the Preliminary Prospectus or the Prospectus. Except as a result of the purchase and sale of the Securities and except as

set forth in the SEC Reports, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character

whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person

any right to subscribe for or acquire, any shares of Common Stock or the capital stock of any Subsidiary, or contracts, commitments, understandings

or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock

Equivalents or capital stock of any Subsidiary, except as set forth in the SEC Report. The issuance and sale of the Securities will not

obligate the Company or any Subsidiary to issue shares of Common Stock or other securities to any Person (other than the Purchasers and

the Placement Agent) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or

reset price under any of such securities. There are no outstanding securities or instruments of the Company or any Subsidiary that contain

any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or

any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any stock appreciation

rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock

of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and

state securities laws where applicable, and none of such outstanding shares was issued in violation of any preemptive rights or similar

rights to subscribe for or purchase securities. Except for the Required Approvals, no further approval or authorization of any stockholder,

the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting

agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge

of the Company, between or among any of the Company’s stockholders.

(k) SEC Reports; Financial

Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company

under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the one (1) year preceding the

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

including the exhibits thereto and documents incorporated by reference therein, together with the Preliminary Prospectus, the Prospectus

and any prospectus supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has

received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As

of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange

Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material

fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they

were made, not misleading. The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements

of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations

of the SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United

States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”),

except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements

may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and

its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended,

subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. The selected financial data set forth

under the caption “Selected Financial Data” in the SEC Reports fairly present, on the basis stated in such SEC Reports, the

information included therein. The agreements and documents described in the Registration Statement and the SEC Reports conform in all

material aspects to the descriptions thereof contained therein and there are no agreements or other documents required by the Securities

Act and the rules and regulations thereunder to be described in the Registration Statement, the Prospectus or the SEC Reports or to be

filed with the Commission as exhibits to the Registration Statement, that have not been so described or filed. Each agreement or other

instrument (however characterized or described) to which the Company is a party or by which it is or may be bound or affected and (i)

that is referred to in the Registration Statement or the SEC Reports, or (ii) is material to the Company’s business, has been duly

authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company

and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may

be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability

of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of

specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion

of the court before which any proceeding therefore may be brought. None of such agreements or instruments has been assigned by the Company,

and neither the Company nor, to the best of the Company’s knowledge, any other party is in default thereunder and, to the best of

the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a

default thereunder. To the best of the Company’s knowledge, performance by the Company of the material provisions of such agreements

or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental

agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses, including, without limitation,

those relating to environmental laws and regulations.

(l) Material Changes;

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

Prospectus or the Prospectus, except as disclosed in the Preliminary Prospectus or the Prospectus, as the case may be, (i) there has been

no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) except

as disclosed in the SEC Reports, the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables

and accrued expenses incurred in the ordinary course of business consistent with past practice, and (B) liabilities not required to be

reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the SEC, (iii) the Company has

not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property

to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, and (v) the Company

has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company equity incentive plans.

Except as disclosed in the SEC Reports, the Company does not have pending before the SEC any request for confidential treatment of information.

Except for the issuance of the Securities contemplated or disclosed in the Preliminary Prospectus or the Prospectus, or as set forth in

the SEC Report, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to

occur or exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets

or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation

is made or deemed made that has not been publicly disclosed at least one (1) Trading Day prior to the date that this representation is

made. As used in this Agreement, “Trading Day” means a day on which the Trading Market (as defined below) is open for

trading. As used in this Agreement, “Trading Market” means The Nasdaq Capital Market, the securities exchange on which

the Common Stock is listed for trading.

(m) Litigation.

Except as disclosed in the SEC Reports, there is no Proceeding pending or, to the knowledge of the Company, threatened against or

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

administrative agency or regulatory authority (federal, state, county, local or foreign) which (i) adversely affects or challenges

the legality, validity or enforceability of any of this Agreement, the Transaction Documents and the transactions contemplated

pursuant to the Time of Sale Disclosure Package or the Securities or (ii) could, if there were an unfavorable decision, have or

reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer

thereof, is or has been the subject of any Proceeding involving a claim of violation of or liability under federal or state

securities laws or a claim of breach of fiduciary duty which could have or reasonably be expected to result in a Material Adverse

Effect. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation or informal

inquiry by the SEC or its Staff involving the Company or any current or former director or officer of the Company. The SEC has not

issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any

Subsidiary under the Exchange Act or the Securities Act.

(n) Labor Relations.

(1) No material labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company,

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

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

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

with their employees are good. (2) No executive officer of the Company or any Subsidiary, to the knowledge of the Company, is, or is now

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

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

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

of the foregoing matters. (3) To the Company’s knowledge, (a) no allegation of sexual harassment, sexual misconduct or discrimination,

whether such discrimination arises from race, ethnic background, sex, gender status, age or otherwise (“Misconduct”)

have been made involving any current or former director, officer, employee or independent contractor of the Company or any of its Subsidiaries,

(b) neither the Company nor any of its Subsidiaries have entered into any settlement agreements related to allegations of Misconduct by

any current or former director, officer, employee, or independent contractor of the Company or any of its Subsidiaries. (4) The Company

and its Subsidiaries are in compliance with all applicable U.S. federal, state, local, and foreign laws and regulations relating to employment

and employment practices, terms and conditions of employment, and wages and hours, except where the failure to be in compliance could

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

(o) Compliance.

In addition to Section 2(n), neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred

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

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

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

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

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

authority, including without limitation all foreign, federal, state and local laws, state unfair trade practice laws and rules and foreign

equivalents, taxes, environmental protection, occupational health and safety and product quality matters, except in each case as could

not have or reasonably be expected to result in a Material Adverse Effect.

(p) Regulatory Permits.

The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state, local

or foreign regulatory authorities necessary to conduct their respective businesses as described in the Time of Sale Disclosure Package,

except where the failure to possess such permits would not or could not reasonably be expected to result in a Material Adverse Effect

(“Material Permits”), and neither the Company nor any Subsidiary has received any notice of Proceedings relating to

the revocation or modification of any Material Permit. The disclosures in the Registration Statement concerning the effects of federal,

state, local and all foreign regulation on the Company’s business as currently contemplated are correct in all material respects.

The Company is and has been in material compliance with any term of any such Material Permits, except for any violations which would not

reasonably be expected to have a Material Adverse Effect. The Company has not received notice of any Proceeding from any governmental

authority or third party alleging that any Product, operation or activity is in violation of any applicable laws or regulations or Material

Permits or has any knowledge that any such entity or third party is considering any such Proceeding, nor, to the Company’s knowledge,

has there been any material noncompliance with or violation of any applicable laws or regulations by the Company that could reasonably

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

by any governmental authority.

(q) Title to Assets.

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

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

clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use

made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other

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

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

valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance in all material respects.

(r) Patents and Trademarks.

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

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

or material for use in connection with their respective businesses as described in the Preliminary Prospectus and Prospectus and which

the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None

of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights

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

this Agreement, except as would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary has

received, since the date of the latest audited financial statements included within the Preliminary Prospectus and the Prospectus, a notice

(written or otherwise) of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights

of any Person, except as would not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights

are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its

Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties,

except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(s) Insurance.

The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such

amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited

to, commercially reasonable directors and officers insurance coverage. Neither the Company nor any Subsidiary has any reason to believe

that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from

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

(t) Transactions With

Affiliates and Employees. Except as set forth in the Time of Sale Disclosure Package, none of the executive officers or directors

of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently

a party to any transaction with the Company or any Subsidiary (other than for services as employees, executive officers and directors),

including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real

or personal property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or

from any executive officer, director or such employee or, to the knowledge of the Company, any entity in which any executive officer,

director, or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each

case in excess of $120,000 other than for: (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses

incurred on behalf of the Company and (iii) other employee benefits, including equity award or option agreements under any equity incentive

plan or similar of the Company.

(u) Sarbanes-Oxley;

Internal Accounting Controls. The Company and the Subsidiaries are in compliance with any and all applicable requirements of the Sarbanes-Oxley

Act of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the SEC thereunder

that are effective as of the date hereof and as of the Closing Date. Except as disclosed in the Preliminary Prospectus or the Prospectus,

the Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i)

transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as

necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to

assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability

for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

Except as disclosed in the SEC Reports, the Company and the Subsidiaries have established disclosure controls and procedures (as defined

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

to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded,

processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. The Company’s certifying

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

as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the

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

of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation

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

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

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

(v) Certain Fees.

Except as set forth in the Preliminary Prospectus or the Prospectus, no brokerage or finder’s fees or commissions are or will be

payable by the Company to any broker, dealer, financial advisor or consultant, finder, placement agent, investment banker, bank or other

Person with respect to the transactions contemplated by this Agreement and the transactions contemplated pursuant to the Preliminary Prospectus

and the Prospectus. The the Purchasers shall have no obligation with respect to any fees or with respect to any claims made by or on behalf

of other Persons for fees of a type contemplated in this Section 2(v) that may be due in connection with the transactions contemplated

by this Agreement and the transactions contemplated pursuant to the Preliminary Prospectus and the Prospectus.

(w) Investment Company.

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

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

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

Act of 1940, as amended.

(x) Registration Rights.

Except as disclosed in the Preliminary Prospectus or the Prospectus, no Person has any right to cause the Company or any Subsidiary to

effect the registration under the Securities Act of any securities of the Company or any Subsidiary.

(y) Listing and Maintenance

Requirements. The Common Stock is registered pursuant to Section 12(b) of the Exchange Act, and the Company has taken no action designed

to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act

nor has the Company received any notification that the SEC is contemplating terminating such registration. Except as disclosed in the

SEC Reports, the Preliminary Prospectus or the Prospectus, the Company has not, in the twelve (12) months preceding the date hereof, received

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

with the listing or maintenance requirements of such Trading Market. Except as otherwise disclosed in the SEC Reports, and the Prospectus,

the Company is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing

and maintenance requirements. The Common Stock is currently eligible for electronic transfer through the Depository Trust Company or another

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

clearing corporation) in connection with such electronic transfer.

(z) Application of

Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable

any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar

anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state

of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations

or exercising their rights under this Agreement and the transactions contemplated pursuant to the Preliminary Prospectus, including without

limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.

(aa) Disclosure.

Except with respect to the material terms and conditions of the transactions contemplated by this Agreement and the transactions contemplated

pursuant to the Preliminary Prospectus and the Prospectus, the Company confirms that neither it nor any other Person acting on its behalf

has provided any of the Purchasers or their agents or counsel with any information that it believes constitutes or might constitute material,

non-public information which is not otherwise disclosed in the Time of Sale Disclosure Package. The Company understands and confirms

that the Purchasers will rely on the foregoing representation in effecting transactions in securities of the Company. All of the disclosure

furnished by or on behalf of the Company to the Purchasers regarding the Company and, its Subsidiaries, their respective businesses and

the transactions contemplated hereby, including the Time of Sale Disclosure Package, does not contain any untrue statement of a material

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

they were made, not misleading. The press releases disseminated by the Company during the twelve (12) months preceding the date of this

Agreement taken as a whole did not contain, at their respective times of issuance, any untrue statement of a material fact or omit to

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

under which they were made and when made, not misleading.

(bb) No Integrated

Offering. Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly,

made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering

of the Securities to be integrated with prior offerings by the Company for purposes of any applicable stockholder approval provisions

of any Trading Market on which any of the securities of the Company are listed or designated.

(cc) Solvency.

Except as disclosed in the Preliminary Prospectus or the Prospectus, based on the consolidated financial condition of the Company as of

the Closing Date, after giving effect to the receipt by the Company of the proceeds from the sale of the Securities hereunder, (i) the

fair saleable value of the Company’s assets exceeds the amount that will be required to be paid on or in respect of the Company’s

existing debts and other liabilities (including known contingent liabilities) as they mature, (ii) the Company’s assets do not constitute

unreasonably small capital to carry on its business as now conducted and as proposed to be conducted including its capital needs taking

into account the particular capital requirements of the business conducted by the Company, consolidated and projected capital requirements

and capital availability thereof, and (iii) the current cash flow of the Company, together with the proceeds the Company would receive,

were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts

on or in respect of its liabilities when such amounts are required to be paid. The Company does not intend to incur debts beyond its ability

to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt). Except

as disclosed in the Preliminary Prospectus or the Prospectus, the Company has no knowledge of any facts or circumstances which lead it

to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within

one year from each Closing Date. The Time of Sale Disclosure Package discloses as of the date hereof all outstanding secured and unsecured

Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. For the purposes of this Agreement,

“Indebtedness” means (x) any liabilities for borrowed money or amounts owed in excess of Fifty Thousand Dollars ($50,000)

(other than trade accounts payable incurred in the ordinary course of business), (y) all guaranties, endorsements, and other contingent

obligations in respect of indebtedness of others, whether or not the same are or should be reflected in the Company’s consolidated

balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar

transactions in the ordinary course of business; and (z) the present value of any lease payments in excess of One Hundred Thousand Dollars

($100,000) due under leases required to be capitalized in accordance with GAAP. Neither the Company nor any Subsidiary is in default with

respect to any Indebtedness.

(dd) Tax Status.

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

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

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

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

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

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

to be due by the taxing authority of any jurisdiction, and the officers of the Company or of any Subsidiary know of no basis for any such

claim.

(ee) Foreign Corrupt

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

acting on behalf of the Company or any Subsidiary, has (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment

or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government

officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully

any contribution made by the Company or any Subsidiary (or made by any Person acting on its behalf of which the Company is aware) which

is in violation of law, or (iv) violated in any material respect any provision of the Foreign Corrupt Practices Act of 1977 (the “FCPA”).

The Company has taken reasonable steps to ensure that its accounting controls and procedures are sufficient to cause the Company to comply

in all material respects with the FCPA.

(ff) Reserved.

(gg) Stock Option

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

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

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

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

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

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

(hh) Accountants.

The Company’s independent registered public accounting firm is set forth in the Preliminary Prospectus and the Prospectus. To the

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

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

December 31, 2024.

(ii) Regulation M

Compliance. The Company has not, and to its knowledge no one acting on its behalf (other than the Placement Agent, as to which no

representation is made) has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation

of the price of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased,

or, paid any compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any Person any compensation

for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation

paid to the Company’s placement agent in connection with the placement of the Securities.

(jj) Office of Foreign

Assets Control. Neither the Company nor any Subsidiary, to the Company’s knowledge, any director, officer, agent, employee or

Affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control

of the U.S. Treasury Department.

(kk) U.S. Real Property

Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section

897 of the Internal Revenue Code of 1986, and the Company shall so certify upon any Purchaser’s request.

(ll) Bank Holding

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

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

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

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

bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries

or Affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and

to regulation by the Federal Reserve.

(mm) Money Laundering.

The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable financial record-keeping

and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable United States federal

and state and foreign money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering

Laws”), and no Proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company

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

(nn) Certificates.

Any certificate signed by an officer of the Company and delivered to the Placement Agent shall be deemed to be a representation and warranty

by the Company to the Placement Agent as to the matters set forth therein.

(oo) Reliance.

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

and hereby consents to such reliance.

(pp) Forward-Looking

Statements. No forward-looking statements (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange

Act) contained in the Time of Sale Disclosure Package has been made or reaffirmed without a reasonable basis or has been disclosed other

than in good faith.

(qq) Statistical or

Market-Related Data. Any statistical, industry-related and market-related data included or incorporated by reference in the Time of

Sale Disclosure Package, are based on or derived from sources that the Company reasonably and in good faith believes to be reliable and

accurate, and such data agree with the sources from which they are derived.

(rr) FINRA Affiliations.

There are no affiliations with any firm that is a member of the FINRA participating in the Offering among the Company’s officers,

directors or, to the knowledge of the Company, any 5% or greater stockholder of the Company.

(ss) Board of Directors.

The Company’s Board of Directors is comprised of the persons identified as directors of the Company in the Preliminary Prospectus

or the Prospectus under the section titled “Management.” The qualifications of the persons serving as board members and the

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

to the Company and the rules of the Trading Market. At least one member of the Board of Directors qualifies as a “financial expert”

as such term is defined under the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder and the rules of the Trading Market.

In addition, at least a majority of the persons serving on the Board of Directors qualify as “independent” as defined under

the rules of the Trading Market.

(tt) Cybersecurity.

To the Company’s knowledge, there has been no security breach or other compromise of or relating to any of the Company’s

or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its

respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or

technology (collectively, “IT Systems and Data”) that would reasonably be expected to result in, individually or

in the aggregate, a Material Adverse Effect and (i) the Company and the Subsidiaries have not been notified of, and has no knowledge

of any event or condition that would reasonably be expected to result in, any material security breach or other compromise to its IT

Systems and Data except as would not, individually or in the aggregate for all such matters referred to in this clause (i), have a

Material Adverse Effect; (ii) the Company and the Subsidiaries are presently in compliance with all applicable laws or statutes and

all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies

and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and

Data from unauthorized use, access, misappropriation or modification, except as would not, individually or in the aggregate, have a

Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained commercially reasonable safeguards

to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of

all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology

consistent with commercially reasonable industry standards and practices.

(uu) Compliance

with Data Privacy Laws. To the Company’s knowledge (i) the Company and the Subsidiaries are, and at all times during the

last three (3) years were, in material compliance with all applicable state, federal and foreign data privacy and security laws and

regulations, including, without limitation, the European Union General Data Protection Regulation (“GDPR”) (EU

2016/679) (collectively, “Privacy Laws”); (ii) the Company and the Subsidiaries have in place, comply with, and

take appropriate steps reasonably designed to ensure compliance with their policies and procedures relating to data privacy and

security and the collection, storage, use, disclosure, handling and analysis of Personal Data (as defined below) (the

“Policies”); (iii) the Company provides accurate notice of its applicable Policies to its customers, employees,

third party vendors and representatives as required by the Privacy Laws; and (iv) applicable Policies provide accurate and

sufficient notice of the Company’s then-current privacy practices relating to its subject matter, and do not contain any

material omissions of the Company’s then-current privacy practices, as required by Privacy Laws. “Personal

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

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

identifying information” under the FTC, as amended; (iii) “personal data” as defined by GDPR; and (iv) any other

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

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

made or contained in any of the Policies have been inaccurate, misleading, or deceptive in violation of any Privacy Laws, except as

would not, individually or in the aggregate for all such matters referred to in this clause (i), have a Material Adverse Effect and

(ii) the execution, delivery and performance of the Transaction Documents will not result in a breach of any Privacy Laws or

Policies. Neither the Company nor the Subsidiaries (i) to the knowledge of the Company, has received written notice of any actual or

potential liability of the Company or the Subsidiaries under, or actual or potential violation by the Company or the Subsidiaries

of, any of the Privacy Laws; (ii) is currently conducting or paying for, in whole or in part, any investigation, remediation or

other corrective action pursuant to any regulatory request or demand pursuant to any Privacy Law; or (iii) is a party to any order,

decree, or agreement by or with any court or arbitrator or governmental or regulatory authority that imposed any obligation or

liability under any Privacy Law.

(vv) Environmental

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

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

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

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

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

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

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

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

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

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

Section 3. Delivery and Payment.

(a) Closing for the

Offering. Delivery of and payment for the Securities shall be made at or around 9:00 a.m., Eastern time, on or before the first (1st)

Trading Day following the date of the Purchase Agreement. The Closing shall take place remotely by electronic transfer of the Closing

documentation. On the Closing Date, the Company shall issue such amount of Securities sold pursuant to the Purchase Agreement directly

to the accounts designated by the Placement Agent for the applicable Purchasers and payment shall be made by the Purchasers by wire transfer

to the Company. At the Closing, the Securities which the Company shall deliver to each Purchaser the number of Shares purchased by such

Purchaser. Subject to the terms and conditions hereof, at the Closing, payment of the purchase price for the Securities sold pursuant

to the Purchase Agreement shall be made by federal funds wire transfer, against delivery of the Securities, and such Securities shall

be registered in such name or names and shall be in such denominations, as the Placement Agent may request. All actions taken at the Closing

shall be deemed to have occurred simultaneously.

(b) Payment for the

Securities. The Securities are being sold to the Purchasers at the public offering price as set forth in the Prospectus Supplement.

The purchase of the Securities by each of the Purchasers shall be evidenced by the receipt of funds in the account designated by the Company

and the Placement Agent and execution of a Purchase Agreement by each such Purchaser and the Company.

Shares. Delivery of the Shares shall be made through the facilities of The Depository Trust Company unless the Placement Agent shall

otherwise instruct.

Section 4. Covenants and Agreements of the

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

(a) Registration Statement

Matters. During the Prospectus Delivery Period (as defined below), the Company will advise the Placement Agent promptly after it receives

notice thereof of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the

Prospectus has been filed and will furnish the Placement Agent with copies thereof. During the Prospectus Delivery Period (as defined

in Section 4(c), the Company will file promptly all reports and any definitive proxy or information statements required to be filed by

the Company with the SEC pursuant to Section 13(a), 14 or 15(d) of the Exchange Act subsequent to the date of any Prospectus. During the

Prospectus Delivery Period, the Company will advise the Placement Agent, promptly after it receives notice thereof (i) of any request

by the SEC to amend the Registration Statement or to amend or supplement any Prospectus or for additional information, and (ii) of the

issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto

or any order directed at any Incorporated Document, if any, or any amendment or supplement thereto or any order preventing or suspending

the use of the Prospectus or the Prospectus Supplement or any prospectus supplement or any amendment or supplement thereto or any post-effective

amendment to the Registration Statement, of the suspension of the qualification of the Securities for offering or sale in any jurisdiction,

of the institution or threatened institution of any Proceeding for any such purpose, or of any request by the SEC for the amending or

supplementing of the Registration Statement or a Prospectus or for additional information. The Company shall use its best efforts to prevent

the issuance of any such stop order or prevention or suspension of such use. If the SEC shall enter any such stop order or order or notice

of prevention or suspension at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible

moment, or will file a new registration statement and use its best efforts to have such new registration statement declared effective

as soon as practicable. Additionally, the Company agrees that during the Prospectus Delivery Period, it shall comply with the provisions

of Rules 424(b), 430A, 430B and 430C, as applicable, under the Securities Act, including with respect to the timely filing of documents

thereunder, and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) are received in

a timely manner by the SEC. The Company covenants and agrees to update the Prospectus Supplement to include all information required to

be included therein, including with respect to any SEC Reports that are filed subsequent to the date of the Prospectus Supplement.

(b) Blue Sky Compliance.

The Company will qualify or register the Offering under the securities laws of applicable jurisdictions (United States and foreign) as

the Placement Agent and the Purchasers may reasonably request and will make such applications, file such documents, and furnish such information

as may be reasonably required for that purpose, provided the Company shall not be required to qualify as a foreign corporation or to file

a general consent to service of process in any jurisdiction where it is not now so qualified or required to file such a consent, and provided

further that the Company shall not be required to produce any new disclosure statement or take such action as is necessary for

the Offering to be made pursuant to an available exemption from qualification or registration in applicable jurisdictions. During the

Prospectus Delivery Period, the Company will, from time to time, prepare and file such statements, reports and other documents as are

or may be required to continue such qualifications in effect. During the Prospectus Delivery Period, the Company will advise the Placement

Agent promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Securities for offering,

sale or trading in any jurisdiction or any initiation or threat of any Proceeding for any such purpose, and in the event of the issuance

of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal

thereof at the earliest possible moment.

Supplements to a Prospectus and Other Matters. The Company will comply with the Securities Act and the Exchange Act, and the rules

and regulations of the SEC thereunder, so as to permit the completion of the distribution of the Securities as contemplated in this Agreement,

the Incorporated Documents and any Prospectus. If during the period in which a prospectus is required by law to be delivered in connection

with the distribution of Securities contemplated by the Incorporated Documents or any Prospectus (the “Prospectus Delivery Period”),

any event shall occur as a result of which, in the judgment of the Company or in the opinion of the Placement Agent or Placement Agent’s

Counsel, it becomes necessary to amend or supplement the Incorporated Documents or any Prospectus in order to make the statements therein,

in the light of the circumstances under which they were made, as the case may be, not misleading, or if it is necessary at any time to

amend or supplement the Incorporated Documents or any Prospectus or to file under the Exchange Act any Incorporated Document to comply

with any law, the Company will promptly prepare and file with the SEC, and furnish at its own expense to the Placement Agent and to dealers,

an appropriate amendment to the Registration Statement or supplement to the Registration Statement, the Incorporated Documents or any

Prospectus that is necessary in order to make the statements in the Incorporated Documents and any Prospectus as so amended or supplemented,

in the light of the circumstances under which they were made, as the case may be, not misleading, or so that the Registration Statement,

the Incorporated Documents or any Prospectus, as so amended or supplemented, will comply with law. Before amending the Registration Statement

or supplementing the Incorporated Documents or any Prospectus in connection with the Offering, the Company will furnish the Placement

Agent with a copy of such proposed amendment or supplement and will not file any such amendment or supplement to which the Placement Agent

reasonably objects.

(d) Copies of any

Amendments and Supplements to a Prospectus. The Company will furnish the Placement Agent, without charge, during the period beginning

on the date hereof and ending on the Closing Date of the Offering, as many copies of any Prospectus or Prospectus supplement and any amendments

and supplements thereto, as the Placement Agent may reasonably request.

(e) Free Writing Prospectus.

The Company covenants that it will not, unless it obtains the prior written consent of the Placement Agent, make any offer relating to

the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “Free Writing Prospectus”

(as defined in Rule 405 of the Securities Act) required to be filed by the Company with the SEC or retained by the Company under Rule

433 of the Securities Act. In the event that the Placement Agent expressly consents in writing to any such Free Writing Prospectus (a

“Permitted Free Writing Prospectus”), the Company covenants that it shall (i) treat each Permitted Free Writing Prospectus

as an Issuer Free Writing Prospectus, and (ii) comply with the requirements of Rule 164 and 433 of the Securities Act applicable to such

Permitted Free Writing Prospectus, including in respect of timely filing with the SEC, legending and record keeping. Notwithstanding anything

herein to the contrary, in no event shall the Company make any offer or communication relating to the Offering which meets the definition

of a “Free Writing Prospectus” while the Company is an “ineligible issuer” (as such terms are defined in Rule

405 of the Securities Act) or otherwise in contravention of the Securities Act and the Rules and Regulations thereunder.

(f) Transfer Agent.

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

(g) Earnings Statement.

As soon as practicable and in accordance with applicable requirements under the Securities Act, but in any event not later than 12 months

after the Closing Date, the Company will make generally available to its security holders and to the Placement Agent an earnings statement,

covering a period of at least 12 consecutive months beginning after the Closing Date, that satisfies the provisions of Section 11(a) and

Rule 158 under the Securities Act.

(h) Periodic Reporting

Obligations. During the Prospectus Delivery Period, the Company will duly file, on a timely basis, with the SEC and the Trading Market

all reports and documents required to be filed under the Exchange Act within the time periods and in the manner required by the Exchange

Act.

(i) Additional Documents. The

Company will enter into any subscription, purchase or other customary agreements as the Placement Agent or the Purchasers deem necessary

or appropriate to consummate the Closing in connection with the Offering, all of which will be in form and substance reasonably acceptable

to the Placement Agent and the Purchasers. The Company agrees that the Placement Agent may rely upon the representations and warranties,

and applicable covenants set forth in any Transaction Document including the Purchase Agreement entered into with Purchasers in connection

with the Offering.

(j) No Manipulation

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

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

(k) Acknowledgment.

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

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

written consent.

(l) Announcement of

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

with the Offering.

(m) Reliance on Others.

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

(n) Research Matters. By

entering into this Agreement, the Placement Agent provides no promise, either explicitly or implicitly, of favorable or continued research

coverage of the Company and the Company hereby acknowledges and agrees that the Placement Agent’s selection as the placement agent

for the Offering was in no way conditioned, explicitly or implicitly, on the Placement Agent’s providing favorable or any research

coverage of the Company. In accordance with FINRA Rule 2711(e), the parties acknowledge and agree that the Placement Agent has not directly

or indirectly offered favorable research, a specific rating or a specific price target, or threatened to change research, a rating or

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

(q) Tail Fee.

(i) Tail Fee.

The Company and the Placement Agent agree that for a period of twelve (12) months from (i) the Closing Date of the Offering or (ii) if

the Closing does not occur, the termination of this Agreement by the Company other than for Cause, the Placement Agent shall be entitled

to compensation commensurate with those set forth under Section 1(a) (the “Tail Fee”), from the sale of any equity,

debt and/or equity derivative instruments (other than the exercise by any person or entity of any options, warrants or other convertible

securities) to any investor actually introduced by the Placement Agent to the Company, but unknown to the Company prior to such introduction,

during the period between the date of this Agreement and the Closing of the Offering or the termination of this Agreement, as applicable

(each, a “Tail Financing”), and such Tail Financing is consummated at any time within the twelve (12) month period

from the Closing Date of the Offering or termination of this Agreement, as applicable.

(ii) Termination for

Cause. Notwithstanding anything herein to the contrary, in accordance with FINRA Rule 5110(g)(5)(B), this Section 4(q) and the Tail

Fee contemplated hereby may be terminated by the Company for “Cause”, which shall mean a material breach by the Placement

Agent of this Agreement or a material failure by the Placement Agent to provide the services as contemplated by this Agreement.

(r) Securities Laws

Disclosure; Publicity. The Company shall (i) issue a press release disclosing the material terms of the transactions contemplated

hereby at the date and time agreed upon by the Company and the Placement Agent, and (ii) file a Current Report on Form 8-K, including

the Transaction Documents as exhibits thereto, with the SEC within the time required by the Exchange Act. From and after the issuance

of such press release, the Company represents that it shall have publicly disclosed all material, non-public information delivered by

the Company or any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates or agents, in connection

with the transactions contemplated by the Transaction Documents. The Company and the Placement Agent shall consult with each other in

issuing any other press releases with respect to the transactions contemplated hereby.

(s) Right of First

Refusal. For a period of twelve (12) months from the closing date of the Placements, the Company grants the Placement Agent the right

to provide investment banking services to the Company on an exclusive basis in the matters below, for which investment banking services

are sought by the Company (such right, the “Right of First Refusal”), which right is exercisable in the Placement Agent’s

sole discretion. For these purposes, investment banking services shall include, (a) acting as lead or joint-lead manager for any underwritten

public offering; (b) acting as lead or joint book-runner and/or lead or joint placement agent, initial purchaser in connection with any

private offering of securities of the Company; and (c) acting as financial advisor in connection with any sale or other transfer by the

Company, directly or indirectly, of a majority or controlling portion of its capital stock or assets to another entity, any purchase or

other transfer by another entity, directly or indirectly, of a majority or controlling portion of the capital stock or assets of the Company,

and any merger or consolidation of the Company with another entity. Univest shall notify the Company of its intention to exercise the

Right of First Refusal within 15 business days following notice in writing by the Company. Any decision by the Placement Agent to act

in any such capacity shall be contained in separate agreements, which agreements would contain, among other matters, provisions for customary

fees for transactions of similar size and nature, as may be mutually agreed upon, and indemnification of the Placement Agent and shall

be subject to general market conditions. In compliance with FINRA Rule 5110(g)(6)(A), in no circumstances the Right of First Refusal shall

have a duration of more than three years from the commencement of sales of the public offering or the termination date of the engagement

between the Company and the Placement Agent. If the Placement Agent declines to exercise the Right of First Refusal, the Company shall

have the right to retain any other person or persons to provide such services on terms and conditions which are not more favorable to

such other person or persons than the terms declined by the Placement Agent. The Right of First Refusal granted hereunder may be terminated

by the Company for “Cause,” which shall mean a material breach by the Placement Agent of this Agreement or a material failure

by the Placement Agent to provide the services as contemplated by this Agreement. The services provided by the Placement Agent hereunder

are solely for the benefit of the Company and are not intended to confer any rights upon any persons or entities not a party hereto (including,

without limitation, securityholders, employees or creditors of the Company) as against the Placement Agent or its directors, officers,

agents and employees.

Section 5. Conditions of the Obligations of

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

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

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

to each of the following additional conditions:

(a) Reserved.

(b) Compliance with

Registration Requirements; No Stop Order; No Objection from FINRA. Each Prospectus (in accordance with Rule 424(b)) and Free Writing

Prospectus if any, shall have been duly filed with the SEC, as appropriate; no stop order suspending the effectiveness of the Registration

Statement or any part thereof shall have been issued and no Proceeding for that purpose shall have been initiated or threatened by the

SEC; no order preventing or suspending the use of any Prospectus shall have been issued and no Proceeding for that purpose shall have

been initiated or threatened by the SEC; no order having the effect of ceasing or suspending the distribution of the Securities or any

other securities of the Company shall have been issued by any securities commission, securities regulatory authority or stock exchange

and no Proceedings for that purpose shall have been instituted or shall be pending or, to the knowledge of the Company, contemplated by

any securities commission, securities regulatory authority or stock exchange; all requests for additional information on the part of the

SEC shall have been complied with; and FINRA shall have raised no objection to the fairness and reasonableness of the placement terms

and arrangements.

All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and each Prospectus, and

the registration, sale, and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the

Placement Agent’s Counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have

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

(d) No Material Adverse

Change. Subsequent to the execution and delivery of this Agreement and prior to the Closing Date, in the Placement Agent’s reasonable

judgment after consultation with the Company, there shall not have occurred any material adverse change or development involving a prospective

material adverse change in the condition or the business activities, financial or otherwise, of the Company from the latest dates as of

which such condition is set forth in the Registration Statement and Prospectus (each, a “Material Adverse Change”).

(e) Opinions of Counsel

for the Company.

The Placement Agent

shall have received on the Closing Date the written opinion of legal counsel to the Company, dated as of the Closing Date and addressed

to the Placement Agent, including, without limitation, a negative assurance letter addressed to the Placement Agent and, in form and substance

satisfactory to the Placement Agent.

(f) Officers’

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

and which may be relied upon by the Placement Agent, signed by the Chief Executive Officer and Chief Financial Officer of the Company,

in their respective capacities as such officers only, in a form satisfactory to the Placement Agent, to the effect that:

(i) The representations

and warranties of the Company in this Agreement are true and correct in all material respects (except such representations and warranties

which are qualified by materiality or by Material Adverse Effect, which shall be true and correct in all respects), as if made on and

as of the Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed

or satisfied at or prior to the Closing Date;

(ii) No stop order

suspending the effectiveness of the Registration Statement or the use of any Prospectus has been issued and no Proceedings for that purpose

have been instituted or are pending or, to the Company’s knowledge, threatened under the Securities Act; no order having the effect

of ceasing or suspending the distribution of the Securities or any other securities of the Company has been issued by any securities commission,

securities regulatory authority or stock exchange in the United States and no Proceedings for that purpose have been instituted or are

pending or, to the knowledge of the Company, contemplated by any securities commission, securities regulatory authority or stock exchange

in the United States;

(iii) When the Registration

Statement became effective, at the time of sale, and at all times subsequent thereto up to the delivery of such certificate, the Registration

Statement and the Incorporated Documents, if any, when such documents became effective or were filed with the SEC, and any Prospectus,

contained all material information required to be included therein by the Securities Act and the Exchange Act and the applicable rules

and regulations of the SEC thereunder, as the case may be, and in all material respects conformed to the requirements of the Securities

Act and the Exchange Act and the applicable rules and regulations of the SEC thereunder, as the case may be, and the Registration Statement

and the Incorporated Documents, if any, and any Prospectus, did not and do not include any untrue statement of a material fact or omit

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

under which they were made, not misleading (provided, however, that the preceding representations and warranties contained in this paragraph

(iii) shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to

the Company by the Placement Agent expressly for use therein) and, since the effective date of the Registration Statement, there has occurred

no event required by the Securities Act and the rules and regulations of the SEC thereunder to be set forth in the Incorporated Documents

which has not been so set forth; and

(iv) Subsequent

to the respective dates as of which information is given in the Registration Statement, the Incorporated Documents and any Prospectus,

there has not been: (i) any Material Adverse Change; (ii) any transaction that is material to the Company and the Subsidiaries taken as

a whole, except transactions entered into in the ordinary course of business; (iii) any obligation, direct or contingent, that is material

to the Company and the Subsidiaries taken as a whole, incurred by the Company or any Subsidiary, except obligations incurred in the ordinary

course of business; (iv) any material change in the capital stock (except changes thereto resulting from the exercise of outstanding stock

options or warrants) or outstanding indebtedness of the Company or any Subsidiary; (v) any dividend or distribution of any kind declared,

paid or made on the capital stock of the Company; or (vi) any loss or damage (whether or not insured) to the property of the Company or

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

(g) Chief Financial

Officer’s Certificate. The Placement Agent shall have received on the Closing Date, a certificate of the Company, dated as of

the Closing Date and which may be relied upon by the Placement Agent, signed by the Chief Financial Officer of the Company, with respect

to certain financial data contained in or incorporated by reference into the Registration Statement, in a form satisfactory to the Placement

Agent.

(h) Secretary’s

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

and which may be relied upon by the Placement Agent, signed by the Secretary of the Company, certifying, among others, (i) that each of

the Company’s Amended and Restated Certificate of Incorporation and Amendment No. 1 to Amended Bylaws, and all amendments thereto,

is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of

Directors relating to the Offering are in full force and effect and have not been modified; (iii) that each of the Company and its Subsidiaries

is in good standing under the laws of the jurisdiction of its incorporation or organization; (iv) as to the accuracy and completeness

of all correspondence between the Company or its counsel and the SEC; and (v) as to the incumbency of the officers of the Company, in

a form reasonably acceptable to the Placement Agent.

(i) Exchange Act Registration

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

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

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

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

listing.

(j) Additional Documents.

On or before the Closing Date, the Placement Agent and Placement Agent’s Counsel shall have received such information and documents

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

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

or agreements, herein contained.

If any condition specified in

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

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

any party to any other party, except that Section 1(a), Section 1(b), Section 6 (Payment of Expenses), Section

7 (Indemnification and Contribution) and Section 8 (Representations and Indemnities to Survive Delivery) shall

at all times be effective and shall survive such termination.

Section 6. Payment of Fees and Expenses.

Subject to compliance with FINRA Rule 5110(f)(2)(D), the Company agrees to pay all costs, fees and expenses incurred by the Company in

connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including, without

limitation: (i) payment to the Placement Agent of its Cash Fee; (ii) all expenses incident to the issuance, delivery and qualification

of the Securities (including all printing and engraving costs); (iii) all fees and expenses of the registrar and transfer agent of the

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

all fees and expenses of the Company’s counsel, registered independent public accounting firm and other advisors; (vi) all costs

and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including

financial statements, exhibits, schedules, consents and certificates of experts), the Prospectus and the Prospectus Supplement, if any,

and all amendments and supplements thereto, and this Agreement; (vii) all filing fees, reasonable attorneys’ fees and expenses incurred

by the Company in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or

any part of the Securities for offer and sale under the state securities or blue sky laws or the securities laws of any other country;

(viii) the filing fees incident to the review and approval by FINRA of the Placement Agent’s participation in the offering and distribution

of the Securities; (ix) the fees and expenses associated with the Securities on the Trading Market; (x) all costs and expenses incident

to the travel and accommodation of the Company’s employees on the “roadshow,” if any; provided that, the aggregate of

the above mentioned feed and expenses shall not exceed $30,000.

Section 7. Indemnification and Contribution.

(a) The Company agrees to

indemnify and hold harmless the Placement Agent, its Affiliates and each Person controlling the Placement Agent, and the directors, officers,

agents and employees of the Placement Agent, their respective affiliates and each such controlling person (the Placement Agent, and each

such entity or person, an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments,

costs and other liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all

fees and expenses (including the reasonable fees and expenses of one counsel for all Indemnified Persons, except as otherwise expressly

provided herein) (collectively, the “Expenses”) as they are incurred by an Indemnified Person in investigating, preparing,

pursuing or defending any Proceedings, whether or not any Indemnified Person is a party thereto, (i) caused by, or arising out of or in

connection with, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Incorporated

Document, or any Prospectus or by any omission or alleged omission to state therein a material fact necessary to make the statements therein,

in light of the circumstances under which they were made, not misleading (other than untrue statements or alleged untrue statements in,

or omissions or alleged omissions from, information relating to an Indemnified Person furnished in writing by or on behalf of such Indemnified

Person expressly for use in the Registration Statement, any Incorporated Document, or any Prospectus) or (ii) otherwise arising out of

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

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

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

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

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

concerning the Company in connection with the offer or sale of the Securities in the Offering which were not authorized for such use by

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

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

(b) Upon receipt by an Indemnified

Person of actual notice of an Proceeding against such Indemnified Person with respect to which indemnity may be sought under this Agreement,

such Indemnified Person shall promptly notify the Company in writing; provided that failure by any Indemnified Person so to notify the

Company shall not relieve the Company from any liability which the Company may have on account of this indemnity or otherwise to such

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

Placement Agent, assume the defense of any such Proceeding including the employment of counsel reasonably satisfactory to the Placement

Agent, which counsel may also be counsel to the Company. Any Indemnified Person shall have the right to employ separate counsel in any

such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified

Person unless: (i) the Company has failed promptly to assume the defense and employ counsel or (ii) the named parties to any such Proceeding

(including any impeded parties) include such Indemnified Person and the Company, and such Indemnified Person shall have been advised in

the reasonable opinion of counsel that there is an actual conflict of interest that prevents the counsel selected by the Company from

representing both the Company (or another client of such counsel) and any Indemnified Person; provided that the Company shall not in such

event be responsible hereunder for the fees and expenses of more than one firm of separate counsel for all Indemnified Persons in connection

with any Proceeding or related Proceedings, in addition to any local counsel. The Company shall not be liable for any settlement of any

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

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

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

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

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

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

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

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

to the Liabilities and Expenses paid or payable by such Indemnified Person in such proportion as is appropriate to reflect (i) the relative

benefits to the Company, on the one hand, and to the Placement Agent and any other Indemnified Person, on the other hand, of the matters

contemplated by this Agreement or (ii) if the allocation provided by the immediately preceding clause is not permitted by applicable law,

not only such relative benefits but also the relative fault of the Company, on the one hand, and the Placement Agent and any other Indemnified

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

equitable considerations; provided that in no event shall the Company contribute less than the amount necessary to ensure that all Indemnified

Persons, in the aggregate, are not liable for any Liabilities and Expenses in excess of the amount of fees actually received by the Placement

Agent pursuant to this Agreement. For purposes of this paragraph, the relative benefits to the Company, on the one hand, and to the Placement

Agent on the other hand, of the matters contemplated by this Agreement shall be deemed to be in the same proportion as (a) the total value

paid or contemplated to be paid to or received or contemplated to be received by the Company in the transaction or transactions that are

within the scope of this Agreement, whether or not any such transaction is consummated, bears to (b) the fees paid to the Placement Agent

under this Agreement. Notwithstanding the above, no person guilty of fraudulent misrepresentation within the meaning of Section 11(f)

of the Securities Act, as amended, shall be entitled to contribution from a party who was not guilty of fraudulent misrepresentation.

(d) The Company also agrees

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

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

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

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

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

(e) The reimbursement, indemnity

and contribution obligations of the Company set forth herein shall apply to any modification of this Agreement and shall remain in full

force and effect regardless of any termination of, or the completion of any Indemnified Person’s services under or in connection

with, this Agreement.

Section 8. Representations and Indemnities

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

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

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

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

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

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

in this Agreement.

Section 9. Notices. All communications

hereunder shall be in writing and shall be overnight, next business day delivery, hand delivered or e-mailed and confirmed to the parties

hereto as follows:

If to the Placement Agent to the address

set forth above, attention: Yi (Edric) Guo, Chief Executive Officer, e-mail: yguo@univest.us

If to the Company:

Smart Powerr Corp.

4/F, Tower C

Rong Cheng Yun Gu Building Keji 3rd

Road, Yanta District

Xi An City, Shaan Xi Province

China 710075

Attn: Guohua Ku, CEO

Email: kgh@creg-cn.com

With a copy (which shall not constitute

notice) to:

McLaughlin & Stern, LLP

260 Madison Ave., 18th

Floor

New York, NY 10016

Attn: Zhaocong “Richard”

Xu, Esq.

Email: RXu@mclaughlinstern.com

Any party hereto may change

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

Section 10. Successors. This Agreement

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

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

any right or obligation hereunder.

Section 11. Partial Unenforceability. The

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

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

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

make it valid and enforceable.

Section 12. Governing Law Provisions; Exclusive

Jurisdiction. This Agreement and the transactions contemplated hereby shall be governed as to validity, interpretation, construction,

effect and in all other respects by the internal laws of the State of New York. Each of the Placement Agent and the Company: (i) agrees

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

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

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

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

District of New York in any such suit, action or Proceeding. Each of the Placement Agent and the Company further agrees to accept and

acknowledge service of any and all process which may be served in any such suit, action or Proceeding in the New York Supreme Court, County

of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the

Company mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the

Company, in any such suit, action or Proceeding, and service of process upon the Placement Agent mailed by certified mail to the Placement

Agent’s address shall be deemed in every respect effective service process upon the Placement Agent, in any such suit, action or

Proceeding. If either party shall commence an action or Proceeding to enforce any provision of this Agreement, then the prevailing party

in such action or Proceeding shall be reimbursed by the other party for its reasonable attorney’s fees and other costs and expenses

incurred with the investigation, preparation and prosecution of such action or Proceeding.

Section 13. General Provisions.

(a) This Agreement constitutes

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

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

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

Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied)

may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience

of the parties only and shall not affect the construction or interpretation of this Agreement. If any provision contained in this Agreement

is in conflict with, or inconsistent with, any provision in that certain Securities Purchase Agreement dated as of May 18, 2026 (the “Securities

Purchase Agreement”), by and between the Company and the purchasers listed on the signature page thereto, the terms of the Securities

Purchase Agreement shall govern and control.

(b) The Company acknowledges

that in connection with the Offering of the Securities: (i) the Placement Agent has acted at arm’s length, is not an agent of, and

owes no fiduciary duties to the Company or any other person, (ii) the Placement Agent owes the Company only those duties and obligations

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

to the full extent permitted by applicable law any claims it may have against the Placement Agent arising from an alleged breach of fiduciary

duty in connection with the offering of the Securities.

[The remainder of this page has been intentionally

left blank.]

If the foregoing is in accordance

with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become

a binding agreement in accordance with its terms.

Smart Powerr Corp.

By:

/s/ Guohua Ku

Name:

Guohua Ku

Title:

Chief Executive Officer

Accepted and agreed to as of the date first written

above:

Univest Securities, LLC

By:

/s/ Edric Guo

Name:

Edric Guo

Title:

Chief Executive Officer

EX-5.1 — OPINION OF MCLAUGHLIN & STERN, LLP

EX-5.1

Filename: ea029193601ex5-1.htm · Sequence: 3

Exhibit 5.1

McLaughlin

Stern, llp

Founded

1898

STEVEN

W. SCHUSTER

Partner

sschsuter@mclaughlinstern.com

260

Madison Avenue

New

York, New York

(212) 448-6216

New

York, New York 10016

Millbrook,

New York

(212)

448–1100

Garden

city, New York

RICHARD XU

Fax (212)

448–0066

Westport,

Connecticut

Partner

www.mclaughlinstern.com

West

Palm Beach, Florida

RXu@mclaughlinstern.com

Westfield,

New Jersey

(212) 448-6233

May

20, 2026

Smart

Powerr Corp.

4/F, Tower

Rong Cheng

Yun Gu Building

Keji 3rd Road, Yanta District

Xi’an City, Shaan Xi Province, China 710075

Re: Smart

Powerr Corp.

Dear

Sirs:

are acting as counsel to Smart Powerr Corp., a Nevada corporation (the “Company”), in connection with the issuance and sale

of an aggregate of ,500,000 shares of common stock, par value US$0.001 per share (the “Common Stock”) of the Company (the

“Shares”), pursuant to a Securities Purchase Agreement, dated as of May 19, 2026, between the Company and certain purchasers

named therein (the “Purchasers”) in an amount identified on the signature pages thereto (the “Purchase Agreement”).

The Shares are collectively referred to herein as the “Securities.” The Company and Univest Securities, LLC (the “Placement

Agent”) have entered into a placement agency agreement, dated May 19, 2026 (the “Placement Agency Agreement”).

The

Company registered the sale of the Securities to be issued and sold pursuant to the Placement Agency Agreement, and the Purchase Agreement

by means of a prospectus supplement filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 20, 2026 (the

“Prospectus Supplement”), related to a registration statement (the “Registration Statement”) on Form S-3 (File

No. 333-281639) under the Securities Act of 1933, as amended (the “Securities Act”), initially filed with the U.S. Securities

and Exchange Commission (the “SEC”) on August 19, 2024 and became effective on August 27, 2024, including the base prospectus

(the “Base Prospectus”). All capitalized terms used herein and not expressly defined herein have the definitions specified

in the Placement Agency Agreement and the Purchase Agreement, as applicable.

McLaughlin

& Stern, LLP

connection with the issuance and sale of the Securities, we have reviewed and relied upon, without independent verification, such matters

and documents, and the representations contained therein, as we have deemed necessary to render the opinions set forth below. Such documents

include, without limitation:

1. The

Registration Statement;

2. The

Base Prospectus;

3. The

Prospectus Supplement;

4. Resolutions

of the Board of Directors of the Company (the “Board”), dated May 19, 2026 approving

this transaction;

5. The

Articles of Incorporation and Bylaws of the Company as amended through the date hereof;

6. The

Purchase Agreement, including schedules and exhibits thereto;

7. The

Placement Agency Agreement;

8. The

Lock-Up Agreements;

9. The

Company’s filings on the SEC’s website via EDGAR and which are incorporated by

reference in the Registration Statement; and

10. Such

statutes, records and other documents as we have deemed relevant.

assume that there exists no provision of any document other than those we have reviewed that bears upon or is inconsistent with this

opinion. In addition, we have not conducted any independent factual investigation of our own, but rather have relied solely upon the

foregoing documents furnished for our review as listed above, the statements of facts and factual information set forth in said documents,

and the additional matters recited or assumed herein, all of which we assume to be true, complete and accurate in all material respects.

For

purposes of this opinion we have relied upon and assumed the accuracy of the foregoing and the facts set forth in the foregoing documents.

We have assumed: (i) the validity and accuracy of the documents and corporate records that we have examined, (ii) the genuineness of

all signatures, (iii) the legal capacity of all natural persons, (iv) the authenticity of all documents submitted to us as originals,

(v) the conformity to original documents of all documents submitted to us as certified or photostatic copies, and (vi) the authenticity

of the originals of such documents. As to any facts material to the opinion expressed herein that we did not independently establish

or verify, we have relied upon statements and representations of officers and other representatives of the Company and have assumed that

such statements and representations are true, correct and complete without regard to any qualification as to knowledge or belief. Our

opinion is conditioned upon, among other things, the initial and continuing truth, accuracy, and completeness of the items described

above on which we are relying.

New York, NY ❘ Garden City, NY ❘ Millbrook, NY ❘ Westfield, NJ ❘

Westport, CT ❘ West Palm Beach, FL ❘ Naples, FL ❘ Sarasota, FL

are members of the Bar of New York and do not express any opinion as to matters governed by any laws other than the internal laws of

the State of New York, and the federal laws of the United States. However, for the limited purposes of our opinions set forth above,

we are generally familiar with the General Company Law of the State of Nevada and have made such inquiries as we consider necessary to

render this opinion with respect to a Nevada corporation. This opinion is limited to the Nevada Revised Statutes and all applicable provisions

of reported judicial decisions interpreting these laws. We express no opinion concerning any matters respecting or affected by any laws

other than laws that a lawyer in New York exercising customary professional diligence would reasonably recognize as being directly applicable

to the transactions contemplated by the Placement Agency Agreement, the Purchase Agreement, and the Lock-Up Agreements (collectively,

the “Transaction Documents”). When any opinion is given herein with respect to an issue where any law other than the laws

of the State of New York may apply, the opinion assumes that consideration of the laws of such jurisdiction would lead to the same result

as consideration of the laws of the State of New York. For purposes of our opinions, we have assumed that the Transaction Documents are

governed exclusively by the internal, substantive laws and judicial interpretations of the State of New York. We express no opinion as

to any county, municipal, city, town or village ordinance, rule, regulation or administrative decision. We express no opinion with respect

to agreements to submit to the jurisdiction of any particular court or other governmental authority (either as to personal jurisdiction

or subject matter jurisdiction); waiver of service or process requirements, which would otherwise be applicable; and provisions otherwise

relating to jurisdiction, service of process or venue of courts.

Based

upon and subject to the foregoing, we are of the opinion that the Securities are duly authorized, and when issued, delivered and paid

for as contemplated by the terms of the Transaction Documents and in the manner described in the Registration Statement, the Base Prospectus

and the Prospectus Supplement, will be validly issued, fully paid and non-assessable.

hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement and further consent to the use of our name wherever

appearing in the Registration Statement. In giving such consent, we do not hereby admit that we are within the category of persons whose

consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations thereunder.

The

opinion contained herein is solely for the information and may not be used, circulated, quoted, relied upon or otherwise referred to

(a) for any purpose other than in connection with the Registration Statement, the Base Prospectus and the Prospectus Supplement, or (b)

any other person or entity. Our opinion is rendered and is based upon the law and facts as of the date hereof, and we assume no obligation

to update such opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in the law that

may thereafter occur.

Very truly yours,

/s/ McLaughlin & Stern LLP

McLaughlin & Stern LLP

New York, NY ❘ Garden City, NY ❘ Millbrook, NY ❘ Westfield, NJ ❘

Westport, CT ❘ West Palm Beach, FL ❘ Naples, FL ❘ Sarasota, FL

EX-10.1 — FORM OF SECURITIES PURCHASE AGREEMENT

EX-10.1

Filename: ea029193601ex10-1.htm · Sequence: 4

Exhibit

10.1

SECURITIES

PURCHASE AGREEMENT

This Securities Purchase Agreement

(this “Agreement”) is dated as of May 19, 2026, between Smart Powerr Corp., a Nevada corporation (the “Company”),

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

and collectively the “Purchasers”).

WHEREAS, subject to the terms

and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act (as defined below),

the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company,

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

NOW, THEREFORE, IN CONSIDERATION

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

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

ARTICLE I.

DEFINITIONS

1.1

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

have the meanings set forth in this Section 1.1:

“Acquiring Person”

shall have the meaning ascribed to such term in Section 4.5.

“Action”

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

“Affiliate”

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

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

“Board

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

“Business

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

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

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

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

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

open for use by customers on such day.

“Closing”

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

“Closing

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

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

obligations to deliver the Shares have been satisfied or waived, but in no event later than the first (1st) Trading Day following the

date hereof (or the second (2nd) Trading Day following the date hereof if this Agreement is signed on a day that is not a Trading

Day or after 4:00 p.m. (New York City time) and before midnight (New York City time) on a Trading Day).

“Closing

Statement” means the Closing Statement in the form on Annex A attached hereto.

“Commission”

means the United States Securities and Exchange Commission.

“Common

Stock” means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such

securities may hereafter be reclassified or changed.

“Common

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

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

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

“Company

Counsel” means McLaughlin & Stern, LLP, with offices located at

260 Madison Ave., 18th Floor, New York, NY 10016.

“Disclosure

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

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

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

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

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

“Evaluation

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

“Exchange

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

“Exempt

Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant

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

of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities

upon the exercise or exchange of or conversion of any securities issued hereunder, and/or other securities exercisable or exchangeable

for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have

not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange

price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such

securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors

of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no

registration rights that require or permit the filing of any registration statement in connection therewith during the prohibition period

in Section 4.12(a) herein, and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is,

itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company

and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which

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

securities.

“FCPA”

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

“GAAP”

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

“Indebtedness”

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

“Intellectual

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

“Liens”

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

“Lock-Up

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

of the Company, in the form of Exhibit A attached hereto.

“Material

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

“Material

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

“Per Share

Purchase Price” equals $0.45, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations

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

“Person”

means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,

joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Placement

Agent” means Univest Securities, LLC.

“Proceeding”

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

such as a deposition), whether commenced or to the Company’s knowledge, threatened.

“Prospectus”

means the final prospectus filed for the Registration Statement.

“Prospectus

Supplement” means the supplement to the Prospectus complying with Rule 424(b) of the Securities Act that is filed with the Commission

and delivered by the Company to each Purchaser at the Closing.

“Purchaser

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

“Registration

Statement” means the effective registration statement with Commission file No. 333-281639 which registers the sale of the Shares

to the Purchasers, and includes any Rule 462(b) Registration Statement.

“Required

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

“Rule 144”

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

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

“Rule 424”

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

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

“Rule 462(b)

Registration Statement” means any registration statement prepared by the Company registering additional Shares, which was filed

with the Commission on or prior to the date hereof and became automatically effective pursuant to Rule 462(b) promulgated by the Commission

pursuant to the Securities Act.

“SEC Reports”

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

“Securities”

means the Shares.

“Securities

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

“Shares”

means the shares of Common Stock issued or issuable to each Purchaser pursuant to this Agreement.

“Short

Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be

deemed to include locating and/or borrowing shares of Common Stock).

“Subscription

Amount” means, as to each Purchaser, the aggregate amount to be paid for Shares purchased hereunder as specified below such

Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription Amount,” in United States

dollars and in immediately available funds.

“Subsidiary”

means any direct and indirect subsidiary of the Company as set forth on Schedule 3.1(a), and shall, where applicable, also include any

direct or indirect subsidiary of the Company formed or acquired after the date hereof.

“Trading

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

“Trading

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

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

Exchange, the Pink Limited Market, OTCQB, OTCQX or the OTCID (or any successors to any of the foregoing).

“Transaction

Documents” means this Agreement, the Lock-Up Agreements, the Placement Agency Agreement and all exhibits and schedules thereto

and hereto and any other documents or agreements executed in connection with the transactions contemplated hereunder.

“Transfer

Agent” means Securities Transfer Corporation, the current transfer agent of the Company, with a mailing address of 2901 N. Dallas

Parkway, Suite 380, Plano, Texas 75093and any successor transfer agent of the Company.

“Variable

Rate Transaction” shall have the meaning ascribed to such term in Section 4.12(b).

ARTICLE II.

PURCHASE AND SALE

2.1 Closing.

On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers, severally

and not jointly, agree to purchase, up to an aggregate of $2,025,000 of Shares. Each Purchaser’s Subscription Amount as set forth

on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with

the Company or its designee. The Company shall deliver to each Purchaser its respective Shares, and the Company and each Purchaser shall

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

in Sections 2.2 and 2.3, the Closing shall occur take place remotely by electronic transfer of the Closing documentation or such other

location as the parties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via

“Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares registered

in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified

by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable

Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding

anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Purchaser,

through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Purchaser sells

to any Person all, or any portion, of the Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement

Shares”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company),

be deemed to be unconditionally bound to purchase, such Pre-Settlement Shares at the Closing; provided, that the Company shall not be

required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s receipt of the purchase price of such Pre-Settlement

Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation

or covenant by such Purchaser as to whether or not during the Pre-Settlement Period such Purchaser shall sell any shares of Common Stock

to any Person and that any such decision to sell any shares of Common Stock by such Purchaser shall solely be made at the time such Purchaser

elects to effect any such sale, if any.

2.2 Deliveries.

(a) On

or prior to the Closing Date (except as otherwise waived or indicated below), the Company shall deliver or cause to be delivered to each

Purchaser the following:

(i) this

Agreement duly executed by the Company;

(ii) a

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

Agent and the Purchasers;

(iii) subject

to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions, on Company

letterhead and executed by the Chief Executive Officer or Chief Financial Officer;

(iv) a

certificate executed by the Company’s Chief Financial Officer of the Company, dated as of the date of Closing, in form and substance

reasonable acceptable to the Purchasers and Placement Agent;

(v) a

Secretary’s certificate executed by the secretary or an officer of the Company, dated as of the date of Closing, certifying to the

organizational documents of the Company, good standing in the jurisdiction of formation of the Company and board resolutions authorizing

the offering of the Shares, in form and substance reasonable acceptable to the Purchasers and Placement Agent;

(vi) a

certificate of signed by the chief executive officer of the Company, dated, as applicable, as of the date of such Closing, to the effect

that, as of the date of this Agreement and as of the Closing Date, the representations and warranties of the Company contained herein

and in the Purchase Agreement were and are accurate in all material respects, except for such changes as are contemplated by this Agreement

and except as to representations and warranties that were expressly limited to a state of facts existing at a time prior to the applicable

Closing Date, and that, as of the applicable date, the obligations to be performed by the Company hereunder on or prior thereto have been

fully performed in all material respects; and

(vii) the

duly executed Lock-Up Agreements; and

(viii) the

Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act).

(b) On

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

(i) this

Agreement duly executed by such Purchaser; and

(ii) such

Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company

or its designee.

2.3 Closing

Conditions.

(a) The

obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:

(i) the

accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) on the

Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case

they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all

respects) as of such date);

(ii) all

obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed;

and

(iii) the

delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement.

(b) The

respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:

(i) the

accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect,

in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of

a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties

are qualified by materiality or Material Adverse Effect, in all respects) as of such date);

(ii) all

obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;

(iii) the

delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;

(iv) there

shall have been no Material Adverse Effect with respect to the Company; and

(v) from

the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s

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

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

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

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

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

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

2.4.          Additional

Allocation. The Company hereby acknowledges and agrees that upon the terms and subject to the conditions set forth herein, including

the waiver of Section 4.12 hereof, each Purchaser, severally and not jointly, has the right to elect to purchase from the Company

from time to time, in one or more closings (each, an “Additional Closing”), exercisable in its sole discretion, in

such amounts up to a maximum aggregate amount of 100% of the Subscription Amount (the “Purchase Limit”) such Purchaser

purchased at the Initial Closing (the “Additional Allocation”) on or before the Final Closing Date, which is the 30th calendar

day anniversary of the Initial Closing Date (the “Additional Allocation Period”) at the Per Share Purchase Price by

delivery of one or more written notices (each, an “Additional Allocation Election Notice”) to the Company during such

Additional Allocation Period. Each Additional Closing shall occur on the first (1st) Trading Day after such applicable Additional

Allocation Election Notice and, subject to Section 5.20 below, as applicable, in accordance with Sections 2.2 and 2.3 hereof (with

“Additional Closing” replacing “Closing” therein with respect thereto). For avoidance of doubt,

at each Additional Closing, settlement of the Shares and/or Warrants shall occur via DVP, and each Purchaser’s respective Subscription

Amount for the applicable Additional Allocation shall be made available for DVP settlement with the Company or its designees.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES

3.1 Representations

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

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

Disclosure Schedules, the Company hereby makes the following representations and warranties to each Purchaser as of the date hereof (unless

as of a specific date therein, in which case they shall be accurate as of such date):

(a) Subsidiaries.

All of the direct and indirect subsidiaries of the Company are set forth in the SEC Reports (as defined below) and on Schedule 3.1(a).

The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any

Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable

and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, all other references

to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

(b) Organization

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

and if applicable under the laws of the jurisdiction in which they are formed, in good standing under the laws of the jurisdiction of

its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its

business as currently conducted. Neither the Company nor any Subsidiary is in violation nor default of any of the provisions of its respective

certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries

is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the

nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified

or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality,

validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business,

prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect

on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any

of (i), (ii) or (iii), a “Material Adverse Effect”); provided that a change in market price or trading volume of the

Common Stock alone shall not be deemed, in and of itself, to constitute a Material Adverse Effect, and no Proceeding has been instituted

in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

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

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

execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of the

transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further

action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith or therewith other

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

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

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

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

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

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

(d) No

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

is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby do

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

incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with

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

of the Company or any Subsidiary, or give to others any rights of termination, amendment, anti-dilution or similar adjustments, acceleration

or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing

a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property

or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in

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

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

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

have or reasonably be expected to result in a Material Adverse Effect.

(e) Filings,

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

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

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

to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(s) to each applicable

Trading Market for the listing of the Shares for trading thereon in the time and manner required thereby, and (iv) such filings as are

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

(f) Issuance

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

Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company

has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement.

The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became

effective on August 27, 2024 (the “Effective Date”), including the Prospectus, and such amendments and supplements

thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and

no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus

has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened

by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus with the Commission

pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement

and at the Closing Date, the Registration Statement and any amendments thereto conformed and will conform in all material respects to

the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material

fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and any amendments or

supplements thereto, at the time the Prospectus or any amendment or supplement thereto was issued and at the Closing Date, conformed and

will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of

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

under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement eligible to use Form

S-3. The Company is eligible to use Form S-3 under the Securities Act and it meets the transaction requirements with respect to the aggregate

market value of securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth

in General Instruction I.B.6 of Form S-3.

(g) Capitalization.

The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the

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

not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise

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

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

as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive

right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except

as a result of the purchase and sale of the Shares, there are no outstanding options, warrants, scrip rights to subscribe to, calls or

commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable

for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock or the capital stock of any Subsidiary, or

contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional

shares of Common Stock or Common Stock Equivalents or capital stock of any Subsidiary. The issuance and sale of the Shares will not obligate

the Company or any Subsidiary to issue shares of Common Stock or other securities to any Person (other than the Purchasers). There are

no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange

or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Except as set forth in

the SEC Reports and on Schedule 3.1(g), there are no outstanding securities or instruments of the Company or any Subsidiary that contain

any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or

any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any stock appreciation

rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock

of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and

state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe

for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for

the issuance and sale of the Shares. There are no stockholders agreements, voting agreements or other similar agreements with respect

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

Company’s stockholders except for the Required Approvals.

(h) SEC

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

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

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

materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus

Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension

of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates,

the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and

none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to

be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made,

not misleading. The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements of the

Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations

of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance

with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”),

except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements

may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and

its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended,

subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

(i) Material

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

the SEC Reports, except as disclosed in a subsequent SEC Report filed prior to the date hereof, (i) there has been no event, occurrence

or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred

any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business

consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to

GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has

not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements

to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director

or Affiliate, except pursuant to existing Company stock option plans. Except as disclosed in the SEC Reports, the Company does not have

pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares contemplated

by this Agreement or as set forth in the SEC Reports and on Schedule 3.1(i), no event, liability, fact, circumstance, occurrence or development

has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective

businesses, prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under

applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading

Day prior to the date that this representation is made.

(j) Litigation.

Except as set forth in the SEC Reports and on Schedule 3.1(j), there is no action, suit, inquiry, notice of violation, proceeding or investigation

pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties

before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign)

(collectively, an “Action”). None of the Actions set forth in the SEC Reports and on Schedule 3.1(j) (i) adversely

affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if

there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any

Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability

under federal or state securities laws or a claim of breach of fiduciary duty which could have or reasonably be expected to result in

a Material Adverse Effect. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation

by the Commission involving the Company or any current or former director or officer of the Company. The Commission has not issued any

stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the

Exchange Act or the Securities Act.

(k) Labor

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

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

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

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

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

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

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

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

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

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

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

(l) Compliance.

Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been waived

that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or

any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement

or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default

or violation has been waived), (ii) is in violation of any judgment, decree or order of any court, arbitrator or other governmental authority

or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation

all applicable foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product

quality and safety and employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material

Adverse Effect.

(m) Environmental

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

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