Form 8-K

8-K — CALLAN JMB INC.

Accession: 0001493152-26-039329

Filed: 2026-08-20

Period: 2026-08-18

CIK: 0002032545

SIC: 7389 (SERVICES-BUSINESS SERVICES, NEC)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

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EX-10.2 (ex10-2.htm)

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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): August 18, 2026

Callan

JMB Inc.

(Exact

name of registrant as specified in its charter)

Nevada

001-42506

99-0931141

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(I.R.S.

Employer

Identification

No.)

244

Flightline Drive

Spring

Branch, Texas

78070

(Address

of principal executive offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (830) 438-0395

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:

☐

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, $0.001 par

value

CJMB

The Nasdaq Stock Market

LLC

Indicate

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

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

Emerging

growth company ☒

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

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

Item

1.01. Entry into a Material Definitive Agreement.

August 18, 2026, Callan JMB Inc., a Nevada corporation (the “Company”), entered into a First Amended and Restated

Purchase Agreement (the “Amended Purchase Agreement”) with a certain investor (the “Investor”),

which amends and restates that certain Purchase Agreement dated July 24, 2025, as amended by that certain Amendment to Purchase Agreement

entered into as of March 10, 2026 (together, the “Original Purchase Agreement”). Under the Amended Purchase Agreement,

the Company has the right, but not the obligation, to sell to the Investor up to an aggregate of $75 million (the “Investment

Amount”) of shares (the “ELOC Shares”) of the Company’s common stock, par value $0.001 per share (“Common

Stock”), increased from $25 million under the Original Purchase Agreement, subject to the terms and conditions set forth therein.

The

term of the Amended Purchase Agreement is through the earlier of (i) April 1, 2027 or (ii) the date on which the Investor has purchased

ELOC Shares for an aggregate purchase price of the Investment Amount. During the term, the Company may deliver Regular Purchase Notices

in an amount between $500,000 and $2,000,000 per notice, each Regular Purchase priced at 95% (or 75% if the Common Stock is suspended

from trading or delisted from the Principal Market) of the lowest daily trading price of the Common Stock during a Regular Purchase Measurement

Period beginning on the day the Investor receives the Purchase Notice and ending on the Trading Day upon which the aggregate dollar volume

of the Common Stock traded on the Principal Market equals five (5) times the Purchase Amount, subject to a five (5) Trading Day minimum.

connection with each Regular Purchase, the Company will deliver Pre-Settlement Regular Purchase Shares to the Investor no later than

two (2) Trading Days after the Regular Purchase Notice Date, equal to the Purchase Amount divided by 90% of the Closing Sale Price on

the date immediately preceding the Regular Purchase Notice Date.

The

Company may also deliver Exemption Purchase Notices in amounts between $500,000 and $2,000,000 per notice. The purchase price per share

for each Exemption Purchase is 90% (or 80% if the Common Stock is suspended from trading or delisted from the Principal Market) of the

lowest daily trading price during the Exemption Purchase Measurement Period, which ends on the Trading Day upon which the aggregate dollar

volume of the Common Stock traded on the Principal Market equals five (5) times the Purchase Amount, subject to a three (3) Trading Day

minimum.

The

Company shall not deliver any Purchase Notices if the Closing Sale Price is below the Floor Price of $1.00.

The

Investor’s ownership of Common Stock is subject to a 4.99% beneficial ownership limitation. The Company is not obligated to sell

any shares under the Amended Purchase Agreement and may consider a range of factors in determining whether to issue Purchase Notices.

the Company terminates the Amended Purchase Agreement and has sold less than $7,500,000 to the Investor (other than as a result of the

beneficial ownership limitation), the Company shall pay a Termination Fee of $250,000, payable in cash or shares of Common Stock at the

Company’s discretion.

The

issuance of the ELOC Shares is being made pursuant to exemptions from the registration requirements of the Securities Act of 1933, as

amended (the “Securities Act”), provided by Section 4(a)(2) of the Securities Act.

addition, on August 18, 2026, the Company has also entered into a First Amended and Restated Registration Rights Agreement with the Investor

(the “Amended Registration Rights Agreement”), which amends and restates the original Registration Rights Agreement

dated July 24, 2025. Under the Amended Registration Rights Agreement, the Company must file with the Securities and Exchange Commission

within 30 days of signing, an initial Registration Statement, separate from and in addition to the effective Registration Statement,

covering the increased number of Registrable Securities associated with the expanded $75 million facility, including the offering and

sale of the ELOC Shares and the Commitment Shares. If the Company fails to timely file that initial Registration Statement, it will be

required to issue to the Investor 25,000 shares of Common Stock within two Trading Days after such failure. If the Company fails to have

that initial Registration Statement declared effective by the applicable Effectiveness Deadline, it will be required to issue to the

Investor 25,000 shares of Common Stock within two Trading Days after such failure.

The

Amended Purchase Agreement and the Amended Registration Rights Agreement contain customary representations, warranties, conditions and

indemnification obligations of the parties. The representations, warranties and covenants contained in such agreements were made only

for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements, and may be subject

to limitations agreed upon by the contracting parties.

The

foregoing descriptions of the Amended Purchase Agreement and the Amended Registration Rights Agreement do not purport to be complete

and are qualified in their entirety by reference to the forms of the Amended Purchase Agreement and the Amended Registration Rights Agreement,

copies of which have been filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and are incorporated

by reference herein. Capitalized terms used but not defined in this Current Report on Form 8-K will have the meanings assigned to them

by the Amended Purchase Agreement and the Amended Registration Rights Agreement.

This

Current Report shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall such securities be offered or

sold in the United States absent registration or an applicable exemption from the registration requirements and certificates evidencing

such shares contain a legend stating the same.

Item

3.02 Unregistered Sales of Equity Securities.

The

description of the securities in Item 1.01 is hereby incorporated by reference into this Item 3.02.

Forward-Looking

Statements

This

Report and the exhibit(s) attached hereto, including the disclosures set forth herein, contain certain forward-looking statements that

involve substantial risks and uncertainties. When used herein, the terms “intends,” “anticipates,” “expects,”

“estimates,” “believes” and similar expressions, as they relate to us or our management, are intended to identify

such forward-looking statements.

Forward-looking

statements in this Report or hereafter, including in other publicly available documents filed with the Commission, reports to the stockholders

of the Company and other publicly available statements issued or released by the Company involve known and unknown risks, uncertainties

and other factors which could cause the Company’s actual results, performance (financial or operating) or achievements to differ

from the future results, performance (financial or operating) or achievements expressed or implied by such forward-looking statements.

Such future results are based upon management’s best estimates based upon current conditions and the most recent results of operations.

These risks include, but are not limited to, the risks set forth herein and in such other documents filed with the Commission, each of

which could adversely affect the Company’s business and the accuracy of the forward-looking statements contained herein. The Company’s

actual results, performance or achievements may differ materially from those expressed or implied by such forward-looking statements.

The Company expressly disclaims any obligation or intention to update these forward-looking statements contained in this Report.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

The

following exhibits are being filed herewith:

Exhibit

No.

Description

10.1

Form of First Amended and Restated Purchase Agreement, dated August 18, 2026, by and between Callan JMB Inc. and the Investor.

10.2

Form of First Amended and Restated Registration Rights Agreement, dated August 18, 2026, by and between Callan JMB Inc. and the Investor.

104

Cover

Page Interactive Data File (embedded with the Inline XBRL document).

SIGNATURES

Pursuant

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

the undersigned hereunto duly authorized.

Date: August 20, 2026

Callan JMB

Inc.

By:

/s/

Wayne Williams

Name:

Wayne Williams

Title:

Chief Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

EXECUTION

VERSION

FIRST

AMENDED AND RESTATED PURCHASE AGREEMENT

THIS

FIRST AMENDED AND RESTATED PURCHASE AGREEMENT (this “Agreement”), dated as of August 18, 2026, by and between

Callan JMB Inc., a Nevada corporation (the “Company”), and the undersigned signatory hereto (the “Investor”).

WHEREAS,

the Company and the Investor are parties to that certain Purchase Agreement dated as of July 24, 2025, as amended by that certain Amendment

to Purchase Agreement entered into as of March 10, 2026 (together, the “Existing Agreement”), and wish to amend and

restate the Existing Agreement in its entirety as hereinafter set forth;

WHEREAS,

the Parties desire that, subject to the terms and conditions set forth in this Agreement, the Company wishes to sell to the Investor,

and the Investor wishes to buy from the Company, up to Seventy-Five Million U.S. Dollars (US$75,000,000) of shares of the Company’s

common stock, par value $0.001 per share (the “Common Stock”). The shares of Common Stock to be purchased hereunder

are referred to herein as the “Purchase Shares”;

WHEREAS,

the offer and sale of the shares of Common Stock issuable hereunder will be made in reliance upon Section 4(a)(2) under the Securities

Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), or upon such

other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the transactions

to be made hereunder; and

WHEREAS,

the Company and the Investor are concurrently entering into a First Amended and Restated Registration Rights Agreement in the form attached

hereto as Exhibit A (the “Registration Rights Agreement”), pursuant to which the Company shall register

the resale of the Registrable Securities (as defined in the Registration Rights Agreement), upon the terms and subject to the conditions

set forth therein.

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 the Investor hereby agree to amend and restate the Existing Agreement

as follows:

1. CERTAIN

DEFINITIONS.

For

purposes of this Agreement, the following terms shall have the following meanings:

(a)

“Available Amount” means, initially, Seventy-Five Million U.S. Dollars (US$75,000,000) in the aggregate, which amount

shall be reduced by the Purchase Amount each time the Investor purchases shares of Common Stock pursuant to Section 2 hereof.

(b)

“Bankruptcy Law” means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.

(c)

“Business Day” means any day on which the Principal Market is open for trading, including any day on which the Principal

Market is open for trading for a period of time less than the customary time.

(d)

“Closing” means the date of the execution of this Agreement.

(e)

“Closing Sale Price” means, for any security as of any date, the last closing sale price for such security on the

Principal Market as reported by the Principal Market.

(f)

“Confidential Information” means any information disclosed by either party to the other party, either directly or

indirectly, in writing, orally or by inspection of tangible objects (including, without limitation, documents, prototypes, samples, plant

and equipment), which is designated as “Confidential,” “Proprietary” or some similar designation. Information

communicated orally shall be considered Confidential Information if such information is confirmed in writing as being Confidential Information

within ten (10) Business Days after the initial disclosure. Confidential Information may also include information disclosed to a disclosing

party by third parties. Confidential Information shall not, however, include any information which (i) was publicly known and made generally

available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally

available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (iii)

is already in the possession of the receiving party without confidential restriction at the time of disclosure by the disclosing party

as shown by the receiving party’s files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving

party from a third party without a breach of such third party’s obligations of confidentiality; (v) is independently developed

by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents and

other competent evidence in the receiving party’s possession; or (vi) is required by law to be disclosed by the receiving party,

provided that the receiving party gives the disclosing party prompt written notice of such requirement prior to such disclosure and assistance

in obtaining an order protecting the information from public disclosure.

(g)

“Custodian” means any receiver, trustee, assignee, liquidator, or similar official under any Bankruptcy Law.

(h)

“DTC” means The Depository Trust Company, or any successor performing substantially the same function for the Company.

(i)

“DWAC Shares” means shares of Common Stock that are (i) issued in electronic form, (ii) freely tradable and transferable

and without restriction on resale and (iii) timely credited by the Company to the Investor’s or its designee’s specified

Deposit/Withdrawal at Custodian (DWAC) account with DTC under its Fast Automated Securities Transfer (FAST) Program, or any similar program

hereafter adopted by DTC performing substantially the same function.

(j)

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

(k)

“Exemption Purchase Measurement Period” means the period starting on the day that the Investor receives the Exemption

Purchase Notice and ending on the Trading Day upon which the aggregate dollar volume of the Common Stock traded on the Principal Market

equals five (5) times the Purchase Amount, in the aggregate, subject to a three (3) Trading Day minimum; provided that the calculation

of the dollar volume of the Common Stock traded on the Principal Market for purposes of this definition will begin on the day following

the delivery of Pre-Settlement Regular Purchase Shares from an effective Registration Statement.

(l)

“Exemption Purchase Notice” means, with respect to any Exemption Purchase pursuant to Section 2(b) hereof,

an irrevocable written notice from the Company to the Investor directing the Investor to buy such applicable amount of Purchase Shares

as specified by the Company therein.

(m)

“Exemption Purchase Notice Date” means, with respect to an Exemption Purchase made pursuant to Section 2(b)

hereof, the Business Day on which the Investor receives, a valid Exemption Purchase Notice for such Exemption Purchase in accordance

with this Agreement.

(n)

“Exemption Purchase Price” means, with respect to any Exemption Purchase made pursuant to Section 2(b) hereof,

90% (or, if the Common Stock is suspended from trading or delisted from the Principal Market at any time after the Commencement Date,

80%) (the “EPP Percentage”) of the lowest daily trading price during an Exemption Purchase Measurement Period (in

each case, to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, share split or other similar transaction

that occurs on or after the date of this Agreement).

(o)

“Floor Price” means $1.00, which shall be appropriately adjusted for any reorganization, recapitalization, non-cash

dividend, share split or other similar transaction and, effective upon the consummation of any such reorganization, recapitalization,

non-cash dividend, share split or other similar transaction, the Floor Price shall mean the lower of (i) the adjusted price and

(ii) $1.00.

(p)

“Material Adverse Effect” means any material adverse effect on (i) the business, properties, assets, liabilities,

operations (including results thereof), condition (financial or otherwise) or prospects of the Company or any Subsidiary, taken as a

whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or any other agreements or instruments

to be entered into in connection herewith or therewith or (iii) the authority or ability of the Company or any of its Subsidiaries to

perform any of their respective obligations under any of the Transaction Documents.

(q)

“Maturity Date” means April 1, 2027.

(r)

“PEA Period” means the period commencing at 9:30 a.m., Eastern time, on the tenth (10th) Business Day immediately

prior to the filing of any post-effective amendment to the Effective Registration Statement (as defined in the Registration Rights Agreement)

or a new Registration Statement (as such term is defined in the Registration Rights Agreement), and ending at 9:30 a.m., Eastern time,

on the Business Day immediately following the effective date of such post-effective amendment to the Effective Registration Statement

or such new Registration Statement (as such term is defined in the Registration Rights Agreement).

(s)

“Person” means an individual or entity including but not limited to any limited liability company, an exempted company,

a partnership, an exempted limited partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government

or any department or agency thereof.

(t)

“Principal Market” means the Nasdaq Capital Market.

(u)

“Purchase Amount” means, with respect to any Regular Purchase or Exemption Purchase made hereunder, the portion of

the Available Amount to be purchased by the Investor pursuant to Section 2 hereof.

(v)

“Purchase Notice” means a Regular Purchase Notice with respect to any Regular Purchase or an Exemption Purchase Notice

with respect to any Exemption Purchase.

(w)

“Purchase Notice Date” means a Regular Purchase Notice Date with respect to any Regular Purchase or an Exemption Purchase

Notice Date with respect to any Exemption Purchase.

(x)

“Registration Rights Agreement” means that certain First Amended and Restated Registration Rights Agreement, of even

date herewith between the Company and the Investor.

(y)

“Regular Purchase Measurement Period” means the period starting on the day that the Investor receives the Purchase

Notice and ending on the Trading Day upon which the aggregate dollar volume of the Common Stock traded on the Principal Market equals

five (5) times the Purchase Amount, in the aggregate, subject to a five (5) Trading Day minimum; provided that the calculation of the

dollar volume of the Common Stock traded on the Principal Market for purposes of this definition will begin on the Trading Day immediately

after the day that the Investor receives the Pre-Settlement Regular Purchase Shares; provided, however, that each day on which (i) Investor

has requested Purchase Shares which cannot be delivered to Investor or (ii) Purchase Shares are not free trading for any reason, shall

be excluded from such calculation.

(z)

“Regular Purchase Notice” means, with respect to any Regular Purchase pursuant to Section 2(a) hereof, an irrevocable

written notice from the Company to the Investor directing the Investor to buy such applicable amount of Purchase Shares as specified

by the Company therein.

(aa)

“Regular Purchase Notice Date” means, with respect to a Regular Purchase made pursuant to Section 2(a) hereof,

the Business Day on which the Investor receives, a valid Regular Purchase Notice for such Regular Purchase in accordance with this Agreement.

(bb)

“Regular Purchase Price” means, with respect to any Regular Purchase made pursuant to Section 2(a) hereof, 95% (or,

if the Common Stock is suspended from trading or delisted from the Principal Market at any time after the Commencement Date, 75%) (the

“RPP Percentage”) of the lowest daily trading price of the Common Stock during a Regular Purchase Measurement Period

(in each case, to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, share split or other similar

transaction that occurs on or after the date of this Agreement).

(cc)

“Required Delivery Date” means any date on which the Company or the Transfer Agent is required to deliver Common Stock

to Investor hereunder and under the Registration Rights Agreement, including, without limitation, Pre-Settlement Regular Purchase Shares

and Settlement Regular Purchase Shares, and Termination Shares (as applicable).

(dd)

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

(ee)

“Securities” means, collectively, the Purchase Shares, the Commitment Shares, the Exemption Purchase Shares (as defined

in Section 2(b)) and the Termination Shares.

(ff)

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

(gg)

“Shareholder Consent” means a written consent of holders of a majority of the shares of the Company’s issued

and outstanding Common Stock approving the issuance of the Securities in accordance with the rules and regulations of the Principal Market.

(hh)

“Subsidiary” means any Person the Company wholly owns or controls, or in which the Company, directly or indirectly,

owns a majority of the voting stock, voting shares or similar voting interest, in each case that would be disclosable pursuant to Item

601(b)(21) of Regulation S-K promulgated under the Securities Act.

(ii)

“Trading Day” means, as applicable, (x) with respect to all price or trading volume determinations relating to the

shares of Common Stock, any day on which the Common Stock are traded on the Principal Market, or, if the Principal Market is not the

principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock

are then traded during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time; provided that

“Trading Day” shall not include any day on which the Common Stock are scheduled to trade on such exchange or market for less

than 4.5 hours or any day that the Common Stock are suspended from trading during the final hour of trading on such exchange or market

(or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the

hour ending at 4:00:00 p.m., New York time) unless such day is otherwise designated as a Trading Day in writing by the Investor or (y)

with respect to all determinations other than price determinations relating to the Common Stock, any day on which Nasdaq (or any successor

thereto) is open for trading of securities.

(jj)

“Transaction Documents” means, collectively, this Agreement and the schedules and exhibits hereto, the Registration

Rights Agreement and the schedules and exhibits thereto and each of the other agreements, documents, certificates, and instruments entered

into or furnished by the parties hereto in connection with the transactions contemplated hereby and thereby.

(kk)

“Transfer Agent” means ClearTrust LLC, the registrar and transfer agent for the Company, with its business address

at 16540 Point Village Drive, Lutz, Florida 33558.

(ll)

“VWAP” means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal

Market (or, if the Principal Market is not the principal trading market for such security, then on the principal securities exchange

or securities market on which such security is then traded) during the period beginning at 9:30:01 a.m., New York time, and ending at

4:00:00 p.m., New York time, as reported by Bloomberg, L.P. through its “HP” function (set to weighted average) or, if the

foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic

bulletin board for such security during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time,

as reported by Bloomberg, L.P., or, if no dollar volume-weighted average price is reported for such security by Bloomberg, L.P. for such

hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as

reported in the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC). If the VWAP cannot be calculated for

such security on such date on any of the foregoing bases, the VWAP of such security on such date shall be the fair market value as mutually

determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security,

then such dispute shall be resolved in accordance with the procedures in Section 12(a). All such determinations shall be appropriately

adjusted for any stock dividend, stock split, stock combination, recapitalization or other similar transaction applicable during such

period.

2. PURCHASE

OF COMMON STOCK.

Subject

to the terms and conditions set forth in this Agreement, the Company has the right to sell to the Investor, and the Investor has the

obligation to purchase from the Company, Purchase Shares as follows:

(a)

Commencement of Regular Sales of Common Stock.

(i)

Regular Purchase Notice. Upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof deemed to

have occurred on the date of the Existing Agreement (the “Commencement” and the date of satisfaction of such conditions

the “Commencement Date”), the Company shall have the right, but not the obligation, to direct the Investor, by its

delivery to the Investor of a Regular Purchase Notice from time to time in accordance with this Agreement, to purchase any amount no

less than Five Hundred Thousand U.S. Dollars (US$500,000) and no greater than Two Million U.S. Dollars (US$2,000,000) (a “Regular

Purchase”).

(ii)

Frequency. Subject also to Sections 7, 8 and 10, the Company may deliver a Regular Purchase Notice to the

Investor as often as every Business Day, so long as (i) there is an effective Registration Statement covering the resale of the Purchase

Shares covered by such Regular Purchase Notice, (ii) on any Regular Purchase Notice Date, the Closing Sale Price of the Common Stock

is not below the Floor Price, (iii) Purchase Shares for all prior Regular Purchases and Exemption Purchases have theretofore been received

by the Investor in accordance with this Agreement, and (iv) no current Regular Purchase Measurement Period or Exemption Purchase Measurement

Period is running; provided, however, that the Company and the Investor may otherwise agree in writing to permit delivery of a Regular

Purchase Notice notwithstanding that one or more of the conditions set forth in clauses (i) through (iv) above has not been satisfied.

Notwithstanding the foregoing, the Company shall not deliver a Regular Purchase Notice to the Investor during the PEA Period.

(iii)

Pre-Settlement. No later than two (2) Trading Days (or such earlier date as required pursuant to the Exchange Act or other applicable

law, rule or regulation for the settlement of a trade initiated on the Regular Purchase Notice Date of such shares of Common Stock issuable

pursuant to the Regular Purchase) after the Regular Purchase Notice Date, the Company shall cause the Transfer Agent to deliver to the

Investor as DWAC Shares such number of shares of Common Stock (the “Pre-Settlement Regular Purchase Shares”) equal

to the product of (A) the quotient of (y) the Purchase Amount divided by (z) the Pre-Settlement Regular Purchase Price (as defined below),

and as to which the Holder shall be the owner thereof as of such time of delivery of such Pre-Settlement Regular Purchase Shares. The

“Pre-Settlement Regular Purchase Price” means 90% of the Closing Sale Price on the date immediately preceding the

Regular Purchase Notice Date. All such determinations to be appropriately adjusted for any share split, share dividend, share combination

or other similar transaction during any such measuring period. Investor shall have the right to request additional Pre-Settlement Regular

Purchase Shares during the Regular Purchase Measurement Period at any time there is an anticipated shortfall as reasonably determined

by Investor.

(iv)

Payment for Purchase Shares. If the Company delivers a valid Regular Purchase Notice to Investor and delivers the Pre-Settlement

Regular Purchase Shares in accordance with the terms herein, then the Investor shall pay to the Company an amount equal to the Purchase

Amount with respect to such Regular Purchase as full payment for such Purchase Shares via wire transfer of immediately available funds

on the first Business Day following the date that the Investor receives the Pre-Settlement Regular Purchase Shares, if such Purchase

Shares are received by the Investor before 1:00 p.m., Eastern time, or, if such Purchase Shares are received by the Investor after 1:00

p.m., Eastern time, the following Business Day.

(v)

Settlement. No later than two (2) Trading Days after the Regular Purchase Measurement Period (the “Regular Purchase Settlement

Date”), the Company shall cause the Transfer Agent to deliver to the Investor as DWAC Shares such number of shares of Common

Stock (the “Settlement Regular Purchase Shares”) equal to the Purchase Amount divided by the Regular Purchase Price.

The number of shares of Common Stock to be delivered on the Regular Purchase Settlement Date shall be reduced by the number of Pre-Settlement

Regular Purchase Shares delivered. Notwithstanding anything herein to the contrary, if the number of Pre-Settlement Regular Purchase

Shares delivered to the Investor exceeds the number of Settlement Regular Purchase Shares, then the Investor shall return such excess

shares.

(vi)

Purchase Price Adjustment. If an Event of Default occurs between the Regular Purchase Notice Date and any time through the Regular

Purchase Settlement Date, then (i) the RPP Percentage shall be automatically adjusted to 75% for so long as such Event of Default remains

uncured and (ii) the Investor shall be entitled to all the rights hereunder as if such Event of Default occurred immediately prior to

such Regular Purchase Notice Date.

(b)

Exempt Purchases.

(i)

Exemption Purchase Notice. The Company shall have the right, but not the obligation, to direct the Investor, by its delivery to

the Investor of one or more irrevocable written notices (each, an “Exemption Purchase Notice”) from time to time in

accordance with this Agreement, to purchase any amount no less than Five Hundred Thousand U.S. Dollars (US$500,000) and no greater than

Two Million U.S. Dollars (US$2,000,000) (an “Exemption Purchase”). Except as expressly set forth in this Section 2(b),

Exemption Purchases shall be governed by the provisions of Section 2(a), mutatis mutandis, with “EPP Percentage” replacing

“RPP Percentage”, “Exemption Purchase Measurement Period” replacing “Regular Purchase Measurement Period”,

“Exemption Purchase Notice” replacing “Regular Purchase Notice” and “Exemption Purchase Notice Date”

replacing “Regular Purchase Notice Date”.

(ii)

Frequency. Subject also to Sections 7, 8 and 10, the Company may deliver an Exemption Purchase Notice to the Investor as often

as every Business Day, so long as (i) there is an effective Registration Statement covering the resale of the Purchase Shares covered

by such Exemption Purchase Notice, (ii) on any Exemption Purchase Notice Date, the Closing Sale Price of the Common Stock is not below

the Floor Price, (iii) Purchase Shares for all prior Regular Purchases and Exemption Purchases have theretofore been received by the

Investor in accordance with this Agreement, and (iv) no current Regular Purchase Measurement Period or Exemption Purchase Measurement

Period is running; provided, however, that the Company and the Investor may otherwise agree in writing to permit delivery of an Exemption

Purchase Notice notwithstanding that one or more of the conditions set forth in clauses (i) through (iv) above has not been satisfied.

Notwithstanding the foregoing, the Company shall not deliver an Exemption Purchase Notice to the Investor during the PEA Period.

(iii)

Payment for Purchase Shares. If the Company delivers a valid Exemption Purchase Notice to Investor, Investor shall pay to the

Company an amount equal to the Purchase Amount with respect to such Exemption Purchase as full payment for such Purchase Shares via wire

transfer of immediately available funds on the first Business Day following the date that the Investor receives the Exemption Purchase

Notice.

(c)

[Intentionally Omitted]

(d)

Compliance with Principal Market Rules. Notwithstanding anything to the contrary contained in this Agreement, the Company shall

not be required or permitted to issue, and the Investor shall not be required to purchase, any shares of Common Stock under this Agreement

if such issuance would violate the rules or regulations of the Principal Market.

(e)

Beneficial Ownership Limitation. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not issue

or sell, and the Investor shall not purchase or acquire, any shares of Common Stock under this Agreement which, when aggregated with

all other shares of Common Stock then beneficially owned by the Investor and any persons acting as a group together with the Holder or

any such affiliate(s) (collectively, the “Attribution Parties”) (as calculated pursuant to Section 13(d) of the Exchange

Act and Rule 13d-3 promulgated thereunder) would result in the beneficial ownership by the Investor and its affiliates of more than 4.99%

of the then issued and outstanding Common Stock of the Company (the “Beneficial Ownership Limitation”). For purposes

of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Investor and its Attribution Parties shall

include the number of shares of Common Stock issuable under this Agreement with respect to which such determination is being made, but

shall exclude the number of shares of Common Stock which are issuable upon exercise or conversion of the unexercised or unconverted portion

of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein

beneficially owned by the Investor or any of its Attribution Parties. For purposes of this Section (2)(e) and subject to the preceding

sentence, beneficial ownership by the Investor together with all other Attribution Parties and determination with respect to any group

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

For purposes of this Section 2(e), in determining the number of outstanding Common Stock, the Investor may rely on the number

of outstanding Common Stock as stated in the most recent of the following: (i) the Company’s most recent periodic or annual report

filed with the Commission, as the case may be, (ii) a more recent public announcement by the Company, or (iii) a more recent written

notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the

written or oral request of the Investor, the Company shall promptly (but not later than twenty-four (24) hours) confirm orally or in

writing to the Investor the amount of Common Stock then outstanding. The Investor and the Company shall each cooperate in good faith

in the determinations required hereby and the application hereof.

(f)

Excess Share Limitation. If the Company delivers any Purchase Notice for a Purchase Amount in excess of the limitations contained

in this Section 2, such Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase

Shares set forth in such Purchase Notice exceeds the number of Purchase Shares which the Company is permitted to include in such Purchase

Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares with respect to such

Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the number of Purchase Shares

which the Company is permitted to include in such Purchase Notice.

(g)

Adjustments for Shares. All share-related numbers contained in this Section 2 shall be adjusted to take into account any

reorganization, recapitalization, non-cash dividend, share split or other similar transaction effected with respect to the Common Stock,

except as specifically stated herein.

3. INVESTOR’S

REPRESENTATIONS AND WARRANTIES.

The

Investor represents and warrants to the Company, as of the Commencement Date and the date hereof:

(a)

Investment Purpose. The Investor is acquiring the Securities as principal for its own account and not with a view to or for distributing

or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present

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

direct or indirect arrangement or understandings with any other Persons to distribute or regarding the distribution of such Securities

in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting the Investor’s

right to sell shares of Common Stock representing the Securities at any time pursuant to the Registration Statement described herein

or otherwise in compliance with applicable federal and state securities laws). The Investor is acquiring the Securities hereunder in

the ordinary course of its business.

(b)

Accredited Investor Status. The Investor is an “accredited investor” as that term is defined in Rule 501(a)(3) of

Regulation D promulgated under the Securities Act.

(c)

Reliance on Exemptions. The Investor understands that the Securities may be offered and sold to it in reliance on specific exemptions

from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the

truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings

of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire

the Securities.

(d)

Information. Investor and its advisors, if any, have been furnished with all materials relating to the business, finances, and

operations of the Company and materials relating to the offer and sale of the Securities that have been requested by Investor. Investor

and its advisors, if any, have been afforded the opportunity to ask questions of the Company. Neither such inquiries nor any other due

diligence investigations conducted by Investor or its advisors, if any, or its representatives shall modify, amend or affect Investor’s

right to rely on the Company’s representations and warranties contained herein. Investor understands that its investment in the

Securities involves a high degree of risk. Investor has sought such accounting, legal and tax advice as it has considered necessary to

make an informed investment decision with respect to its acquisition of the Securities.

(e)

No Governmental Review. The Investor understands that no U.S. federal or state agency or any other government or governmental

agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of an investment in the

Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

(f)

Transfer or Sale. The Investor understands that (i) the Securities may not be offered for sale, sold, assigned or transferred

unless (A) registered pursuant to the Securities Act or (B) an exemption exists permitting such Securities to be sold, assigned or transferred

without such registration and (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms

of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the

Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require

compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder.

(g)

Validity; Enforcement. This Agreement and each of the other Transaction Documents to which it is a party have been duly

and validly authorized, executed and delivered on behalf of the Investor and is a valid and binding agreement of the Investor enforceable

against the Investor in accordance with its terms, subject as to enforceability to general principles of equity and to applicable bankruptcy,

insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable

creditors’ rights and remedies.

(h)

Residency. The Investor is a resident of the State of California.

(i)

No Short Selling. The Investor represents and warrants to the Company that at no time prior to the date of this Agreement has

any of the Investor, its agents, representatives or affiliates engaged in or effected, and shall not engage in or effect, in any manner

whatsoever, directly or indirectly, any (i) “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange

Act) of the shares of Common Stock (excluding transactions properly marked “short exempt”) or (ii) hedging transaction, which

establishes a net short position with respect to the shares of Common Stock of the Company.

4. REPRESENTATIONS

AND WARRANTIES OF THE COMPANY.

The

Company represents and warrants to the Investor, as of the Commencement Date and as of the date hereof:

(a)

Organization and Qualification. Each of the Company and each of its material Subsidiaries is an entity duly incorporated or otherwise

organized, validly existing and in good standing under the laws of the jurisdiction in which it was formed and have the requisite corporate

power and authority to own and use its properties and assets and to carry on its business as currently conducted. Each of the Company

and its Subsidiaries is duly qualified as a foreign entity to conduct business and is in good standing 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 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. The Company has no Subsidiaries except as set forth on Schedule 4(a). The Company has furnished or made available to

the Investor true and correct copies of the Company’s Articles of Incorporation, as amended (the “Articles of Incorporation”),

summaries of the material terms of all securities convertible into or exercisable for Common Stock or Common Stock Equivalents, if any,

and copies of any documents containing the material rights of the holders thereof in respect thereto (it being understood that any filing

available to the Investor via the SEC’s EDGAR system shall be deemed “furnished to the Investor” hereunder).

(b)

Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform

its obligations under this Agreement and each of the other Transaction Documents, and to issue the Securities in accordance with the

terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the

transactions contemplated hereby and thereby, including without limitation, the issuance of the Commitment Shares (as defined below in

Section 8(p)), Exemption Purchase Shares and the Termination Shares (as defined below in Section 11(c)) (as applicable),

and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, have been duly authorized by

the Company’s Board of Directors (the “Signing Resolutions”); the Signing Resolutions are valid, in full force

and effect, have been made available or furnished to Investor, and have not been modified or supplemented in any respect; and except

as set forth in this Agreement, and no further consent or authorization is required by the Company, its Board of Directors or its shareholders,

in connection with the consummation of the transactions contemplated by this Agreement, (iii) this Agreement has been, and each other

Transaction Document shall be on the Commencement Date and on the date hereof, duly executed and delivered by the Company and (iv) this

Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company shall constitute, the valid and

binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may

be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws

relating to, or affecting generally, the enforcement of creditors’ rights and remedies and except as rights to indemnification

and to contribution may be limited by federal or state securities laws.

(c)

Equity Capitalization.

(i)

As of the Commencement Date, the authorized share capital of the Company consisted of 190,000,000 shares of Common Stock, of which 5,752,368

shares of Common Stock were issued and outstanding and 6,766,201 shares were reserved for issuance pursuant to outstanding securities

exercisable or exchangeable for, or convertible into, shares of Common Stock. No shares of Common Stock were held in the treasury of

the Company. As of August 5, 2026, the authorized share capital of the Company consists of 190,000,000 shares of Common Stock, of which

5,752,368 shares of Common Stock are issued and outstanding and 6,766,201 shares are reserved for issuance pursuant to outstanding securities

exercisable or exchangeable for, or convertible into, shares of Common Stock. No shares of Common Stock are held in the treasury of the

Company.

(ii)

All of the Company’s outstanding Common Stock are duly authorized and have been validly issued and are fully paid and nonassessable.

All shares of Common Stock underlying convertible securities are duly authorized and, upon issuance in accordance with the terms of the

agreements governing such convertible securities, will be validly issued, fully paid and nonassessable. Schedule 4(c)(ii) sets

forth the number of shares of Common Stock that are (A) reserved for issuance pursuant to convertible securities and (B) as of the Commencement

Date and as of the date hereof, owned by Persons who are “affiliates” (as defined in Rule 405 of the Securities Act and calculated

based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common

Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities

laws) of the Company or any of its Subsidiaries. To the Company’s knowledge, except as set forth in the SEC Documents, no Person

owns 10% or more of the Company’s issued and outstanding Common Stock (calculated based on the assumption that all convertible

securities, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account

of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified

Person is a 10% shareholder for purposes of federal securities laws).

(iii)

Except as set forth on Schedule 4(c)(iii), (i) none of the Company’s or any Subsidiary’s shares are subject to preemptive

rights or any other similar rights or any liens, encumbrances and defects (“Liens”) suffered or permitted by the Company

or any Subsidiary, (ii) neither the Company nor any Subsidiary has any outstanding debt securities, (iii) there are no outstanding options,

warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible

into, any of the Company’s or any of its Subsidiary’s shares, or contracts, commitments, understandings or arrangements by

which the Company or any of its Subsidiaries is or may become bound to issue additional shares of Common Stock of the Company or any

shares of capital stock of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character

whatsoever relating to, or securities or rights convertible into, any of the Company’s shares or of capital stock of any of its

Subsidiaries, (iv) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register

the sale of any of their securities under the Securities Act (except the Registration Rights Agreement), (v) there are no outstanding

securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are

no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem

a security of the Company or any of its Subsidiaries, (vi) there are no securities or instruments containing anti-dilution or similar

provisions that will be triggered by the issuance of the Securities as described in this Agreement and (vii) the Company does not have

any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

(d)

Issuance of Securities. Upon issuance and payment therefor in accordance with the terms and conditions of this Agreement, the

Purchase Shares shall be validly issued, fully paid and nonassessable and free from all taxes, Liens, charges, restrictions, rights of

first refusal and preemptive rights with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder

of Common Stock. The Company shall reserve a sufficient number (initially 6,000,000) of its currently authorized but unissued shares

of Common Stock for issuance as Purchase Shares, Commitment Shares, Exemption Purchase Shares, Termination Shares (as applicable), Filing

Default Shares (as such term is defined in the Registration Rights Agreement) and Effectiveness Default Shares (as such term is defined

in the Registration Rights Agreement) hereunder and under the terms of the Transaction Documents, subject to equitable adjustment for

any reorganization, recapitalization, non-cash dividend, share split or other similar transaction. The Commitment Shares, the Termination

Shares (as applicable), Exemption Purchase Shares, Filing Default Shares, and Effectiveness Default Shares shall be validly issued, fully

paid and nonassessable and free from all taxes, Liens, charges, restrictions, rights of first refusal and preemptive rights with respect

to the issue thereof, with the holders thereof being entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy

of the representations and warranties of Investor in this Agreement, the offer and issuance by the Company of the Securities is exempt

from registration under the Securities Act.

(e)

Indebtedness and Other Contracts. Neither the Company nor any of its Subsidiaries, (i) except as disclosed on Schedule 4(e),

has any outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing

Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound, (ii)

except as set forth on Schedule 4(e) and disclosed in the SEC Documents, is a party to any contract, agreement or instrument,

the violation of which, or default under which, by the other party or parties to such contract, agreement or instrument could reasonably

be expected to result in a Material Adverse Effect, (iii) has any financing statements securing obligations in any amounts filed in connection

with the Company or any of its Subsidiaries, or (iv) is in violation of any term of, or in default under, any contract, agreement or

instrument relating to any Indebtedness, except where such violations and defaults would not result, individually or in the aggregate,

in a Material Adverse Effect. For purposes of this Agreement: (x) “Indebtedness” of any Person means, without duplication

(A) all indebtedness for borrowed money, (B) all obligations issued, undertaken or assumed as the deferred purchase price of property

or services (including, without limitation, “capital leases” in accordance with U.S. GAAP) (other than trade payables entered

into in the ordinary course of business consistent with past practice), (C) all reimbursement or payment obligations with respect to

letters of credit, surety bonds and other similar instruments, (D) all obligations evidenced by notes, bonds, debentures or similar instruments,

including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses, (E) all indebtedness

created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect

to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the seller or bank

under such agreement in the event of default are limited to repossession or sale of such property), (F) all monetary obligations under

any leasing or similar arrangement which, in connection with U.S. GAAP, consistently applied for the periods covered thereby, is classified

as a capital lease, (G) all indebtedness referred to in clauses (A) through (F) above secured by (or for which the holder of such indebtedness

has an existing right, contingent or otherwise, to be secured by) any Lien upon or in any property or assets (including accounts and

contract rights) owned by any Person, even though the Person which owns such assets or property has not assumed or become liable for

the payment of such indebtedness, and (H) all Contingent Obligations in respect of indebtedness or obligations of others of the kinds

referred to in clauses (A) through (G) above; and (y) “Contingent Obligation” means, as to any Person, any direct

or indirect liability, contingent or otherwise, of that Person with respect to any Indebtedness, lease, dividend or other obligation

of another Person if the primary purpose or intent of the Person incurring such liability, or the primary effect thereof, is to provide

assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreements relating thereto will

be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with respect thereto.

(f)

No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the

Company of the transactions contemplated hereby and thereby (including, without limitation, the reservation for issuance and issuance

of the Securities) will not (i) result in a violation of the Articles of Incorporation or (ii) conflict with, or constitute a default

(or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment,

acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party, or

(iii) assuming the accuracy of the representations and warranties in Section 3 above and the making of the Required Filings, result

in a violation of any law, rule, regulation, order, judgment or decree (including, without limitation foreign, federal and state securities

laws and regulations and the rules and regulations of the Principal Market and including all applicable foreign, federal and state laws,

rules and regulations) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of

its Subsidiaries is bound or affected, except in the case of clauses (ii) and (iii) above, for such breaches, violations or conflicts

as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Other than the Required Filings

and such consents, authorizations, filings or registrations the absence of which would not, individually or in the aggregate, reasonably

be expected to have a Material Adverse Effect, the Company is not required to obtain any consent, Authorization or order of, or make

any filing or registration with, any court or governmental agency or any regulatory or self-regulatory agency in order for it to execute,

deliver or perform any of its obligations under or contemplated by the Transaction Documents in accordance with the terms hereof or thereof.

Except as set forth elsewhere in this Agreement, all consents, Authorizations, orders, filings and registrations which the Company is

required to obtain pursuant to the preceding sentence shall be obtained or effected on or prior to the Commencement Date and on or prior

to the date hereof.

(g)

SEC Documents; Financial Statements. Except as set forth on Schedule 4(g), since December 31, 2024, the Company has filed

all reports, schedules, forms, proxy statements, information statements and other documents required to be filed or furnished by the

Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof (all of the foregoing materials,

including all exhibits and appendices included therein and financial statements, notes and schedules thereto and documents incorporated

by reference therein and SEC correspondence, being collectively referred to herein as the “SEC Documents”) on a timely

basis or has received a valid extension of such time of filing and has filed any such SEC Documents prior to the expiration of any such

extension. The Company has delivered or has made available to Investor or its representatives true, correct and complete copies of each

of the SEC Documents not available on the EDGAR system. As of their respective dates, the SEC Documents complied in all material respects

with the requirements of the Securities Act and the Exchange Act, as applicable. None of the SEC Documents, 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 financial statements of the Company

included in the SEC Documents (the “Financial Statements”) comply in all material respects with applicable accounting

requirements and the published 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 (i) as may be otherwise specified in such Financial Statements or the

notes thereto and (ii) in the case of any unaudited interim statements, to the extent they may exclude footnotes or may be condensed

or summary statements), 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, year-end audit adjustments which will not be material, either individually or in the aggregate. The reserves,

if any, established by the Company or the lack of reserves, if applicable, are reasonable based upon facts and circumstances known by

the Company on the Commencement Date and on the date hereof and there are no loss contingencies that are required to be accrued by the

Statement of Financial Accounting Standard No. 5 of the Financial Accounting Standards Board which are not provided for by the Company

in its financial statements or otherwise. No other information provided by or on behalf of the Company to Investor which is not included

in the SEC Documents (including, without limitation, information referred to in Section 3(d) of this Agreement or in the disclosure schedules

to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the

statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating

to amend or restate any of the Financial Statements (including, without limitation, any notes or any letter of the independent accountants

of the Company with respect thereto), nor is the Company currently aware of facts or circumstances which would require the Company to

amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in material compliance

with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend

that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of

the Financial Statements. Except as set forth on Schedule 4(g), neither the Company nor any of its Subsidiaries has received any

accountant, Governmental Entity or other Person relating to any potential material weakness or significant deficiency in any part of

the internal controls over financial reporting of the Company or any of its Subsidiaries. The SEC has not commenced any enforcement proceedings

against the Company or any of its Subsidiaries.

(h)

Absence of Certain Changes. Since the date of the Company’s most recent audited Financial Statements filed with the SEC,

there has been no material adverse change and no material adverse development in the business, assets, liabilities, properties, operations

(including results thereof), condition (financial or otherwise) or prospects of the Company or any of its Subsidiaries. Since the date

of the Company’s most recent audited Financial Statements filed with the SEC, neither the Company nor any of its Subsidiaries has

(i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, outside of the ordinary course of business

or (iii) made any capital expenditures, individually or in the aggregate, outside of the ordinary course of business. Neither the Company

nor any of its Subsidiaries has taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency,

reorganization, receivership, liquidation or winding up, nor does the Company or any Subsidiary have any knowledge or reason to believe

that any of their respective creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which

would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of

the Commencement Date, and after giving effect to the transactions contemplated hereby to occur on or after the date hereof, will not

be Insolvent (as defined below). For purposes of this Section 4(h), “Insolvent” means, (i) with respect to

the Company and its Subsidiaries, on a consolidated basis, (A) the present fair saleable value of the Company’s and its Subsidiaries’

assets is less than the amount required to pay the Company’s and its Subsidiaries’ total Indebtedness (as defined below),

(B) the Company and its Subsidiaries are unable to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts

and liabilities become absolute and matured or (C) the Company and its Subsidiaries intend to incur or believe that they will incur debts

that would be beyond their ability to pay as such debts mature; and (ii) with respect to the Company and each Subsidiary, individually,

(A) the present fair saleable value of the Company’s or such Subsidiary’s (as the case may be) assets is less than the amount

required to pay its respective total Indebtedness, (B) the Company or such Subsidiary (as the case may be) is unable to pay its respective

debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (C) the Company

or such Subsidiary (as the case may be) intends to incur or believes that it will incur debts that would be beyond its respective ability

to pay as such debts mature. Neither the Company nor any of its Subsidiaries has engaged in any business or in any transaction, and is

not about to engage in any business or in any transaction, for which the Company’s or such Subsidiary’s remaining assets

constitute unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and

is proposed to be conducted.

(i)

Litigation. There is no material action, suit, arbitration, proceeding, inquiry or investigation before or by the Principal Market,

any court, public board, other Governmental Entity, self-regulatory organization or body pending or, to the knowledge of the Company,

threatened against or affecting the Company or any of its Subsidiaries, the shares of Common Stock or any of the Company’s or its

Subsidiaries’ officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such, except as

set forth on Schedule 4(i). To the Company’s knowledge, no director, officer or employee of the Company or any of its Subsidiaries

has willfully violated 18 U.S.C. §1519 or engaged in spoliation in reasonable anticipation of litigation. Without limitation of

the foregoing, there has not been, there is not pending, and to the knowledge of the Company, there is not contemplated, any investigation

by the SEC involving the Company, any of its Subsidiaries or any current or former director or officer of the Company or any of its Subsidiaries.

The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company

under the Securities Act or the Exchange Act. The Company has no knowledge of any fact that might result in or form the basis for any

such action, suit, arbitration, investigation, inquiry or other proceeding. Neither the Company nor any of its Subsidiaries is subject

to any order, writ, judgment, injunction, decree, determination, or award of any Governmental Entity.

(j)

Acknowledgment Regarding Investor’s Purchase of Securities. The Company acknowledges and agrees that Investor is acting

solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated

hereby and thereby and that Investor is not (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate”

(as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to the Company’s knowledge, a “beneficial owner”

(as defined for purposes of Rule 13d-3 of the Exchange Act of more than 10% of the Common Stock. The Company acknowledges that Investor

is not acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect

to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by Investor or any of its representatives

or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to Investor’s

purchase of the Securities. The Company represents to Investor that the Company’s and each Subsidiary’s decision to enter

into the Transaction Documents to which each is a party has been based solely on the independent evaluation by the Company, each Subsidiary

and their respective representatives. For the avoidance of doubt, Company further acknowledges to Investor that Investor is not a broker

dealer nor is Investor registered or required to be registered as a broker dealer.

(k)

No Integrated or Aggregated Offering. None of the Company, its Subsidiaries or any of their 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 require registration of the offer and sale of any of the Securities under the Securities Act, whether

through integration with prior offerings or otherwise, or cause the transactions contemplated hereby to be aggregated with prior offerings

by the Company in a manner that would require stockholder approval for purposes of the Securities Act or under any applicable stockholder

approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on

which any of the securities of the Company are listed or designated for quotation. None of the Company, its Subsidiaries, their affiliates,

nor any Person acting on their behalf will take any action or steps that would require registration of the issuance of any of the Securities

under the Securities Act or cause the offering of any of the Securities to be integrated with other offerings of securities of the Company.

(l)

Intellectual Property Rights. The Company and its Subsidiaries own or possess adequate rights or licenses to use all trademarks,

trade names, service marks, service mark registrations, service names, original works of authorship, patents, patent rights, copyrights,

inventions, licenses, approvals, governmental authorizations, trade secrets and other intellectual property rights and all applications

and registrations therefor (“Intellectual Property Rights”) necessary to conduct their respective businesses as now

conducted. Each of the patents owned by the Company or any of its Subsidiaries is set forth on Schedule 4(l). The Company does

not have any knowledge of any infringement by the Company or its Subsidiaries of Intellectual Property Rights of others. There is no

claim, action or proceeding being made or brought, or to the knowledge of the Company or any of its Subsidiaries, being threatened, against

the Company or any of its Subsidiaries regarding its Intellectual Property Rights except where such claim, action or proceeding is not

likely to result in a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is aware of any facts or circumstances

that might give rise to any of the foregoing infringements or claims, actions or proceedings. The Company and its Subsidiaries have taken

reasonable security measures to protect the secrecy, confidentiality, and value of all of their Intellectual Property Rights.

(m)

Environmental Laws. To the Company’s knowledge, the Company and its Subsidiaries (A) are in compliance with any and all

Environmental Laws (as defined below), (B) have received all permits, licenses or other approvals required of them under applicable Environmental

Laws to conduct their respective businesses and (C) are in compliance with all terms and conditions of any such permit, license or approval

except where, in each of the foregoing clauses (A), (B) and (C), the failure to so comply would be reasonably expected to have, individually

or in the aggregate, a Material Adverse Effect. The term “Environmental Laws” means all federal, state, local or foreign

laws relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water,

groundwater, land surface or subsurface strata), including, without limitation, 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.

(n)

Title.

(i)

Real Property. Each of the Company and its Subsidiaries holds good title to all real property, leases in real property, facilities

or other interests in real property owned or held by the Company or any of its Subsidiaries (the “Real Property”)

owned by the Company or any of its Subsidiaries (as applicable). Such Real Property is free and clear of all Liens and is not subject

to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except for (a) Liens

for current taxes not yet due, (b) zoning laws and other land use restrictions that do not impair the present or anticipated use of the

property subject thereto and (c) those that are not likely to result in a Material Adverse Effect. Any Real Property held under lease

by the Company or any of its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are

not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by

the Company or any of its Subsidiaries.

(ii)

Fixtures and Equipment. Each of the Company and its Subsidiaries (as applicable) has good title to, or a valid leasehold interest

in, the tangible personal property, equipment, improvements, fixtures, and other personal property and appurtenances that are used by

the Company or such Subsidiaries in connection with the conduct of their respective businesses (the “Fixtures and Equipment”).

The Fixtures and Equipment are structurally sound, are in good operating condition and repair, are adequate for the uses to which they

are being put, are not in need of maintenance or repairs except for ordinary, routine maintenance and repairs and are sufficient for

the conduct of the Company’s and/or its Subsidiaries’ businesses (as applicable) in the manner as conducted prior to each

Closing. Each of the Company and its Subsidiaries owns all of their respective Fixtures and Equipment free and clear of all Liens except

for (a) liens for current taxes not yet due and (b) zoning laws and other land use restrictions that do not impair the present or anticipated

use of the property subject thereto.

(o)

Insurance. The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such

loses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the

Company and its Subsidiaries are engaged. The Company has no reason to believe that it will not be able to renew its existing insurance

coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business

at a cost that would not have a Material Adverse Effect.

(p)

Employee Relations. Except as set forth on Schedule 4(p), neither the Company nor any of its Subsidiaries is a party to

any collective bargaining agreement or employs any member of a union. The Company and its Subsidiaries believe that their relations with

their employees are good. No executive officer (as defined in Rule 501(f) promulgated under the Securities Act) or other key employee

of the Company or any of its Subsidiaries has notified the Company or any such Subsidiary that such officer or employee intends to leave

the Company or any such Subsidiary or otherwise terminate such officer’s or employee’s employment with the Company or any

such Subsidiary. No executive officer or other key employee of the Company or any of its Subsidiaries is, or is now expected to be, in

violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement, non-competition

agreement, or any other contract or agreement or any restrictive covenant, and the continued employment of each such executive officer

or other key employee (as the case may be) 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 federal, state, local and foreign laws and regulations

respecting labor, employment and employment practices and benefits, terms and conditions of employment and wages and hours, except where

failure to be in compliance would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse

Effect.

(q)

Violations; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in violation of any term of or in default under

the Articles of Incorporation, any certificate of designation, preferences or rights of any outstanding series of preferred shares or

other special shares of the Company or any of its Subsidiaries or the certificate of formation, memorandum of association, articles of

association, articles of incorporation, certificate of incorporation, bylaws or other organizational documents of any of the Subsidiaries,

as applicable. Except as disclosed on Schedule 4(q), the Company is not in violation of any of the rules, regulations, or requirements

of the Principal Market and has no knowledge of any facts or circumstances that could reasonably lead to delisting or suspension of the

Common Stock by the Principal Market in the foreseeable future. Except as disclosed on Schedule 4(q), since February 4, 2026,

(i) the Common Stock have been listed or designated for quotation on the Principal Market, (ii) trading in the Common Stock has not been

suspended by the SEC or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the

Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. The Company and each of its Subsidiaries

possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective

businesses, except where the failure to possess such certificates, authorizations or permits would not reasonably be expected to have,

individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any notice

of proceedings relating to the revocation or modification of any such certificate, authorization or permit. There is no agreement, commitment,

judgment, injunction, order or decree binding upon the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries

is a party which has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice

of the Company or any of its Subsidiaries, any acquisition of property by the Company or any of its Subsidiaries or the conduct of business

by the Company or any of its Subsidiaries as currently conducted other than such effects, individually or in the aggregate, which have

not had and would not reasonably be expected to have a Material Adverse Effect.

(r)

Subsidiary Rights. The Company or one of its Subsidiaries has the unrestricted right to vote, and (subject to limitations imposed

by applicable law) to receive dividends and distributions on, all capital securities of its Subsidiaries as owned by the Company or such

Subsidiary.

(s)

Tax Status. The Company and each of its Subsidiaries (i) have made or filed all foreign, federal and state income and all other

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

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

except those being contested in good faith and for which reserves required by U.S. GAAP have been created in the financial statements

of the Company and (iii) have set aside on its books provision reasonably adequate for the payment of all 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 and its Subsidiaries know of no basis for any such claim.

The Company is not operated in such a manner as to qualify as a passive foreign investment company, as defined in Section 1297 of the

United States Internal Revenue Code, as amended (the “Code”). The net operating loss carryforwards (“NOLs”)

for United States federal income tax purposes of the consolidated group of which the Company is the common parent, if any, shall not

be adversely affected by the transactions contemplated hereby. The transactions contemplated hereby do not constitute an “ownership

change” within the meaning of Section 382 of the Code, thereby preserving the Company’s ability to utilize such NOLs.

(t)

Transactions with Affiliates. Except as set forth on Schedule 4(t), none of the officers or directors of the Company and,

to the knowledge of the Company, none of the Company’s shareholders, the officers or directors of any shareholder of the Company,

or, to the knowledge of the Company, any family member or affiliate of any of the foregoing, has either directly or indirectly any interest

in, or is a party to, any transaction that is required to be disclosed as a related party transaction pursuant to Item 404 of Regulation

S-K promulgated under the Securities Act.

(u)

Application of Takeover Protections; Rights Agreement. The Company and its Board of Directors have taken prior to the Commencement

Date or will take prior to the date hereof 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) shareholder rights plan or other similar anti-takeover

provision under the Articles of Incorporation or other organizational documents or the laws of the jurisdiction of its incorporation

or otherwise which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including,

without limitation, the Company’s issuance of the Securities and the Investor’s ownership of the Securities. The Company

and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any shareholder rights plan or similar

arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company or any of its Subsidiaries.

(v)

Disclosure. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents

that will be timely publicly disclosed by the Company and the disclosures made in the Company’s disclosure schedules attached hereto,

the Company confirms that neither it nor any other Person acting on its behalf has provided the Investor or its agents or counsel with

any information that it believes constitutes or might constitute material, non-public information which is not otherwise disclosed in

the Registration Statement or the SEC Documents. The Company understands and confirms that the Investor will rely on the foregoing representation

in effecting purchases and sales of securities of the Company. All of the disclosure furnished by or on behalf of the Company to the

Investor regarding the Company, its business and the transactions contemplated hereby, including the disclosure schedules to this Agreement,

is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order

to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company acknowledges

and agrees that the Investor neither makes nor has made any representations or warranties with respect to the transactions contemplated

hereby other than those specifically set forth in Section 3 hereof.

(w)

Foreign Corrupt Practices. Neither the Company nor any of the Subsidiaries nor, to the knowledge of the Company, any director,

officer, agent, employee or affiliate of the Company or any of the Subsidiaries is aware of or has taken any action, directly or indirectly,

that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations

thereunder (the “FCPA”), including, without limitation, making use of the mails or any means or instrumentality of interstate

commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property,

gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined

in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the

FCPA; and the Company, the Subsidiaries and, to the knowledge of the Company, its affiliates have conducted their businesses in compliance

with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue

to ensure, continued compliance therewith. The operations of the Company and the Subsidiaries are and have been conducted at all times

in compliance with applicable financial recordkeeping and reporting requirements and the money laundering statutes and the rules and

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

governmental agency, including, without limitation, Title 18 U.S. Code Sections 1956 and 1957, the Patriot Act, the Bank Secrecy Act,

and international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial

Action Task Force on Money Laundering, of which the United States is a member and with which designation the United States representative

to the group or organization continues to concur, all as amended, and any Executive order, directive or regulation pursuant to the authority

of any of the foregoing, or any orders or licenses issued thereunder (collectively, the “Money Laundering Laws”),

and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company

or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened. Neither

the Company nor any of its Subsidiaries, nor to the knowledge of the Company any of the directors, officers or employees, agents, affiliates

or representatives of the Company or its Subsidiaries, is an individual or entity that is, or is owned or controlled by an individual

or entity that is: (i) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign

Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority

(collectively, “Sanctions”), nor (ii) located, organized or resident in a country or territory that is the subject

of Sanctions (including, without limitation, the Balkans, Belarus, Burma/Myanmar, Cote D’Ivoire, Cuba, Democratic Republic of Congo,

Iran, Iraq, Liberia, Libya, North Korea, Sudan, Syria, Venezuela and Zimbabwe). Neither the Company nor any of its Subsidiaries will,

directly or indirectly, use the proceeds of the transactions contemplated hereby, or lend, contribute or otherwise make available such

proceeds to any subsidiary, joint venture partner or other individual or entity: (i) to fund or facilitate any activities or business

of or with any individual or entity or in any country or territory that, at the time of such funding or facilitation, is the subject

of Sanctions or (ii) in any other manner that will result in a violation of Sanctions by any individual or entity (including any individual

or entity participating in the transactions contemplated hereby, whether as underwriter, advisor, investor or otherwise). For the past

five years, neither the Company nor any of its Subsidiaries has knowingly engaged in, and is not now knowingly engaged in, any dealings

or transactions with any individual or entity, or in any country or territory, that at the time of the dealing or transaction is or was

the subject of Sanctions.

(x)

DTC Eligibility. The Company, through the Transfer Agent, currently participates in the DTC Fast Automated Securities Transfer

(FAST) Program and the Common Stock can be transferred electronically to third parties via the DTC Fast Automated Securities Transfer

(FAST) Program.

(y)

Accounting Controls; Sarbanes-Oxley. Except as set forth in the SEC Documents, Company maintains a system of internal accounting

controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general

or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with

GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general

or specific authorization; and (D) the recorded accountability for assets is compared with existing assets at reasonable intervals and

appropriate action is taken with respect to any differences. The Company has concluded that its internal control over financial reporting

is effective and the Company is not aware of any “significant deficiencies” or “material weaknesses” (each as

defined by the rules adopted by the SEC) in its internal control over financial reporting, or any fraud, whether or not material, that

involves management or other employees of the Company and its Subsidiaries who have a significant role in the Company’s internal

controls; and since the end of the latest audited fiscal year, there has been no change in the Company’s internal control over

financial reporting (whether or not remediated) that has materially affected, or is reasonably likely to materially affect, the Company’s

internal control over financial reporting. The Board of Directors has, subject to the exceptions, cure periods and the phase in periods

specified in the applicable stock exchange rules of the Principal Market (“Exchange Rules”), validly appointed an

audit committee to oversee internal accounting controls whose composition satisfies the applicable independence and other requirements

of the Exchange Rules and the rules under the Exchange Act, and the Board of Directors has adopted a charter for the audit committee

that satisfies the requirements of the Exchange Rules and the rules under the Exchange Act. No relationship, direct or indirect, exists

between or among the Company, on the one hand, and the directors, officers, shareholders, customers or suppliers of the Company, on the

other hand, which is required to be described in the Registration Statement that is not so described. The Company has not, directly or

indirectly, extended or maintained credit, or arranged for the extension of credit, or renewed an extension of credit, in the form of

a personal loan to or for any of its directors or executive officers in violation of Applicable Laws, including Section 402 of the Sarbanes-Oxley

Act of 2002 and the rules and regulations promulgated in connection therewith. The Company and each Subsidiary is in compliance with

any and all applicable requirements of the Sarbanes-Oxley Act of 2002, as amended, and any and all applicable rules and regulations promulgated

by the SEC thereunder.

(z)

No General Solicitation; Placement Agent’s Fees. Neither the Company, nor any of its Subsidiaries or affiliates, nor any

Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation

D) in connection with the offer or sale of the Securities. The Company shall be responsible for the payment of any placement agent’s

fees, financial advisory fees, or brokers’ commissions (other than for Persons engaged by Investor or its investment advisor) relating

to or arising out of the transactions contemplated hereby. The Company shall pay, and hold Investor harmless against, any liability,

loss or expense (including, without limitation, attorneys’ fees and out-of-pocket expenses) arising in connection with any such

claim. Neither the Company nor any of its Subsidiaries has engaged any placement agent, broker, finder, or other agent in connection

with the offer or sale of the Securities.

(aa)

Off Balance Sheet Arrangements. There is no transaction, arrangement, or other relationship between the Company or any of its

Subsidiaries and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its Exchange

Act filings and is not so disclosed or that otherwise could be reasonably likely to have a Material Adverse Effect.

(bb)

Investment Company Status. The Company is not, and upon consummation of the sale of the Securities will not be, an “investment

company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an

“affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company”

as such terms are defined in the United States Investment Company Act of 1940, as amended.

(cc)

Listing and Maintenance Requirements. The shares of Common Stock are 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 pursuant to the Exchange Act nor has the Company received any notification that the SEC is currently contemplating

terminating such registration. Except as disclosed on Schedule 4(cc), the Company has not, in the twelve (12) months preceding

the date hereof, received any notice from any Person to the effect that the Company is not in compliance with the listing or maintenance

requirements of the Principal Market. Except as disclosed on Schedule 4(cc), 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.

(dd)

Accountants; No Disagreements. The Company’s accountants are set forth in the SEC Documents and, to the knowledge of the

Company, such accountants are an independent registered public accounting firm as required by the Securities Act. There are no material

disagreements of any kind presently existing, or reasonably anticipated by the Company to arise, between the Company and the accountants

and lawyers formerly or presently employed by the Company and the Company is current with respect to any fees owed to its accountants

and lawyers which could affect the Company’s ability to perform any of its obligations under any of the Transaction Documents.

In addition, on or prior to the date hereof, the Company has had discussions with its accountants about its financial statements previously

filed with the SEC. Based on those discussions, the Company has no reason to believe that it will need to restate any such financial

statements or any part thereof.

(ee)

No Market Manipulation. Neither the Company nor any of its Subsidiaries has, and, to the knowledge of the Company, no Person acting

on their behalf has, directly or indirectly, (i) taken any action designed to cause or to result in the stabilization or manipulation

of the price of any security of the Company or any of its Subsidiaries 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, (iii) paid or agreed to pay to

any Person any compensation for soliciting another to purchase any other securities of the Company or any of its Subsidiaries, or (iv)

paid or agreed to pay any Person for research services with respect to any securities of the Company or any of its Subsidiaries.

(ff)

U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any

of the Securities are held by Investor, shall become, a United States real property holding corporation within the meaning of Section

897 of the Code, and the Company and each Subsidiary shall so certify upon Investor’s request.

(gg)

Registration Eligibility. The Company is eligible to register the Securities for resale by Investor using Form S-1 promulgated

under the Securities Act.

(hh)

Bank Holding Company Act. Neither the Company nor any of its Subsidiaries 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, 5% or more

of the outstanding shares of any class of voting securities or 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.

(ii)

Illegal or Unauthorized Payments; Political Contributions. Neither the Company nor any of its Subsidiaries nor, to the

best of the Company’s knowledge (after reasonable inquiry of its officers and directors), any of the officers, directors, employees,

agents or other representatives of the Company or any of its Subsidiaries or any other business entity or enterprise with which the Company

or any Subsidiary is or has been affiliated or associated, has, directly or indirectly, made or authorized any payment, contribution

or gift of money, property, or services, whether or not in contravention of applicable law, (i) as a kickback or bribe to any Person

or (ii) to any political organization, or the holder of or any aspirant to any elective or appointive public office except for personal

political contributions not involving the direct or indirect use of funds of the Company or any of its Subsidiaries.

(jj)

Benefit Plans. Each benefit and compensation plan, agreement, policy and arrangement that is maintained, administered or contributed

to by the Company or any Subsidiary for current or former employees or directors of, or independent contractors with respect to, the

Company has been maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations,

and the Company has complied in all material respects with all applicable statutes, orders, rules and regulations in regard to such plans,

agreements, policies and arrangements. Each stock option granted under any equity incentive plan of the Company (each, a “Stock

Plan”) was granted with a per share exercise price no less than the market price per share of Common Stock on the grant date

of such option in accordance with the rules of the Principal Market, and no such grant involved any “back-dating,” “forward-dating”

or similar practice with respect to the effective date of such grant; each such option (i) was granted in compliance in all material

respects with Applicable Laws and with the applicable Stock Plan(s), (ii) was duly approved by the Board of Directors or a duly authorized

committee thereof, and (iii) has been properly accounted for in the Company’s Financial Statements and disclosed, to the extent

required, in the Company’s filings or submissions with the SEC, and the Principal Market. The Company has not knowingly granted,

and there is no and has been no policy or practice of the Company to knowingly grant, share options prior to, or otherwise knowingly

coordinate the grant of share options with, the release or other public announcement of material information regarding the Company or

its Subsidiaries or their financial results or prospects.

(kk)

Regulatory. During the 12-month period immediately preceding the date hereof, the Company and each of its Subsidiaries: (A) is

and at all times has been in material compliance with all applicable U.S. and foreign statutes, rules, regulations, or guidance applicable

to Company and its Subsidiaries (“Applicable Laws”); (B) have not received any notice of adverse finding, warning

letter, untitled letter or other correspondence or notice from the U.S. Food and Drug Administration or any nation, state, province,

region, county, prefecture, city, town, township, village, district, or other political jurisdiction of any nature, federal, state, local,

municipal, foreign, or other government, governmental or quasi-governmental authority of any nature (including any governmental agency,

branch, department, official, or entity and any court or other tribunal), multi-national organization or body; or body exercising, or

entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature

or instrumentality of any of the foregoing, including any entity or enterprise owned or controlled by a government or a public international

organization or any of the foregoing (“Governmental Entity”) alleging or asserting noncompliance with any Applicable

Laws or any licenses, certificates, approvals, clearances, authorizations, permits and supplements or amendments thereto required by

any such Applicable Laws (“Authorizations”); (C) possess all material Authorizations and such material Authorizations

are valid and in full force and effect and are not in violation of any term of any such material Authorizations; (D) have not received

notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from any Governmental

Entity or third party alleging that any product, operation or activity is in violation of any Applicable Laws or Authorizations and have

no knowledge that any such Governmental Entity or third party is considering any such claim, litigation, arbitration, action, suit, investigation

or proceeding; (E) have not received notice that any Governmental Entity has taken, is taking or intends to take action to limit, suspend,

modify or revoke any Authorizations and the Company has no knowledge that any such Governmental Entity is considering such action; and

(F) have filed, obtained, maintained or submitted all material reports, documents, forms, notices, applications, records, claims, submissions

and supplements or amendments as required by any Applicable Laws or material Authorizations and that all such reports, documents, forms,

notices, applications, records, claims, submissions and supplements or amendments were complete and correct in all material respects

on the date filed (or were corrected or supplemented by a subsequent submission), except, in each of clauses (A) through (F) above, for

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

(ll)

No Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer,

other officer of the Company participating in the transactions contemplated hereby, any beneficial owner of 20% or more of the Company’s

outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405

under the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person”)

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

(a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under the Securities

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

(mm)

Other Covered Persons. The Company is not aware of any Person that has been or will be paid (directly or indirectly) remuneration

for solicitation of Investor or potential purchasers in connection with the sale of any Regulation D Securities.

(nn)

Absence of Schedules. In the event that on the date hereof, the Company does not deliver any disclosure schedule contemplated

by this Agreement, the Company hereby acknowledges and agrees that each such undelivered disclosure schedule shall be deemed to read

as follows: “Nothing to Disclose”.

(oo)

No Undisclosed Events, Liabilities, Developments, or Circumstances. No event, liability, development or circumstance

has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their

respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise),

that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed

with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced or (ii) could

have a Material Adverse Effect.

(pp)

Money Laundering. The Company and its Subsidiaries are in compliance with, and have not previously violated, the USA Patriot Act

of 2001 and all other applicable U.S. and non-U.S. anti-money laundering laws and regulations, including, without limitation, the laws,

regulations and Executive Orders and sanctions programs administered by the U.S. Office of Foreign Assets Control, including, but not

limited, to (i) Executive Order 13224 of September 23, 2001 entitled, “Blocking Property and Prohibiting Transactions With Persons

Who Commit, Threaten to Commit, or Support Terrorism” (66 Fed. Reg. 49079 (2001)); and (ii) any regulations contained in 31 CFR,

Subtitle B, Chapter V.

(qq)

Management. During the past five year period, no current officer or director or, to the knowledge of the Company, no former officer

or director or current 10% or greater equity holder of the Company or any of its Subsidiaries has been the subject of:

(i)

a petition under bankruptcy laws or any other insolvency or moratorium law or the appointment by a court of a receiver, fiscal agent

or similar officer for such Person, or any partnership in which such Person was a general partner at or within two years before the filing

of such petition or such appointment, or any corporation or business association of which such Person was an executive officer at or

within two years before the time of the filing of such petition or such appointment;

(ii)

a conviction in a criminal proceeding or a named subject of a pending criminal proceeding (excluding traffic violations that do not relate

to driving while intoxicated or driving under the influence);

(iii)

any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or

temporarily enjoining any such Person from, or otherwise limiting, the following activities:

(iv)

acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage

transaction merchant, any other Person regulated by the United States Commodity Futures Trading Commission or an associated Person of

any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated Person, director

or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct

or practice in connection with such activity;

(v)

engaging in any particular type of business practice; or

(vi)

engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of

securities laws or commodities laws;

(vii)

any order, judgment or decree, not subsequently reversed, suspended or vacated, of any authority barring, suspending or otherwise limiting

for more than sixty (60) days the right of any such Person to engage in any activity described in the preceding sub paragraph, or to

be associated with Persons engaged in any such activity;

(viii)

a finding by a court of competent jurisdiction in a civil action or by the SEC or other authority to have violated any securities law,

regulation or decree and the judgment in such civil action or finding by the SEC or any other authority has not been subsequently reversed,

suspended or vacated; or

(ix)

a finding by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any

federal commodities law, and the judgment in such civil action or finding has not been subsequently reversed, suspended, or vacated.

(rr)

No Additional Agreements. The Company does not have any agreement or understanding with Investor with respect to the transactions

contemplated by the Transaction Documents other than as specified in the Transaction Documents.

(ss)

Public Utility Holding Act. None of the Company nor any of its Subsidiaries is a “holding company,” or an “affiliate”

of a “holding company,” as such terms are defined in the Public Utility Holding Act of 2005.

(tt)

Federal Power Act. None of the Company nor any of its Subsidiaries is subject to regulation as a “public utility”

under the Federal Power Act, as amended.

(uu)

Disclosure. The Company confirms that neither it nor any other Person acting on its behalf has provided Investor or Investor’s

agents or counsel with any information that constitutes or could reasonably be expected to constitute material, non-public information

concerning the Company or any of its Subsidiaries, other than the existence of the transactions contemplated by this Agreement and the

other Transaction Documents and the disclosures contained in the Company’s disclosure schedules to this Agreement. The Company

understands and confirms that Investor will rely on the foregoing representations in effecting transactions in securities of the Company.

All disclosure provided to Investor in the Transaction Documents regarding the Company and its Subsidiaries, their businesses and the

transactions contemplated hereby and thereby, including the disclosures schedules to this Agreement, furnished by or on behalf of the

Company or any of its Subsidiaries is true and correct and does not contain any untrue statement of a material fact or omit to state

any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made,

not misleading. All of the written information furnished after the date hereof by or on behalf of the Company or any of its Subsidiaries

to Investor pursuant to or in connection with this Agreement and the other Transaction Documents, taken as a whole, will be true and

correct in all material respects as of the date on which such information is so provided and will not contain any untrue statement of

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

under which they were made, not misleading. No event or circumstance has occurred or information exists with respect to the Company or

any of its Subsidiaries or its or their business, properties, liabilities, prospects, operations (including results thereof) or conditions

(financial or otherwise), which, under applicable law, rule or regulation, requires public disclosure at or before the date hereof or

announcement by the Company but which has not been so publicly disclosed. All financial projections and forecasts that have been prepared

by or on behalf of the Company or any of its Subsidiaries and made available to Investor have been prepared in good faith based upon

reasonable assumptions and represented, at the time each such financial projection or forecast was delivered to Investor, the Company’s

best estimate of future financial performance (it being recognized that such financial projections or forecasts are not to be viewed

as facts and that the actual results during the period or periods covered by any such financial projections or forecasts may differ from

the projected or forecasted results). The Company acknowledges and agrees that Investor has not made and is not making any representations

or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.

5. COVENANTS.

(a)

Filing of Current Report and Registration Statement. The Company agrees that it shall, within the time required under the Exchange

Act, file with the SEC a report on Form 8-K relating to the transactions contemplated by, and describing the material terms and conditions

of, the Transaction Documents (the “Current Report”). The Company shall also file with the SEC one or more registration

statements (the “Registration Statement”) covering the resale of the Purchase Shares, Exemption Purchase Shares, Filing

Default Shares, Effectiveness Default Shares and Termination Shares (as applicable) (with the Effective Registration Statement covering

no less than 6,000,000 shares of Common Stock) in accordance with the terms of the Registration Rights Agreement. The Company shall permit

the Investor to review and comment upon a pre-filing draft version of the Current Report at least two (2) Business Days prior to its

filing with the SEC, and the Company shall not file the Current Report or the Registration Statement with the SEC in a form to which

the Investor reasonably objects. The Investor shall use its reasonable best efforts to comment upon a pre-filing draft version of the

Current Report within one (1) Business Day from the date the Investor receives it from the Company.

(b)

Blue Sky. The Company shall take all such action, if any, as is reasonably necessary in order to obtain an exemption for or to

register or qualify (i) the issuance of the Termination Shares (as applicable), Exemption Purchase Shares, Filing Default Shares and

Effectiveness Default Shares and the sale of the Purchase Shares to the Investor under this Agreement and (ii) any subsequent resale

of all Termination Shares (as applicable), Exemption Purchase Shares and all Purchase Shares by the Investor, in each case, under applicable

securities or “Blue Sky” laws of the states of the United States in such states as is reasonably requested by the Investor

from time to time, and shall provide evidence of any such action so taken to the Investor.

(c)

Listing/DTC. The Company shall promptly secure the listing of all of the shares of Common Stock representing the Purchase Shares,

Exemption Purchase Shares, Termination Shares (as applicable), Filing Default Shares and Effectiveness Default Shares to be issued to

the Investor hereunder on the Principal Market (subject to official notice of issuance) and upon each other national securities exchange

or automated quotation system, if any, upon which the Common Stock are then listed, and shall use commercially reasonable efforts to

maintain, so long as any Common Stock shall be so listed, such listing of all such Securities from time to time issuable hereunder. The

Company shall use commercially reasonable efforts to maintain the listing of the Common Stock on the Principal Market and shall comply

in all respects with the Company’s reporting, filing and other obligations under the rules and regulations of the Principal Market.

Neither the Company nor any of its Subsidiaries shall take any action that would reasonably be expected to result in the delisting or

suspension of the Common Stock on the Principal Market. The Company shall promptly, and in no event later than the following Business

Day, provide to the Investor copies of any notices it receives from any Person regarding the continued eligibility of the Common Stock

for listing on the Principal Market; provided, however, that the Company shall not provide the Investor copies of any such notice that

the Company reasonably believes constitutes material non-public information, and the Company would not be required to publicly disclose

such notice in any report or statement filed with the SEC under the Exchange Act (including on Form 8-K) or the Securities Act. The Company

shall pay all fees and expenses in connection with satisfying its obligations under this Section 5(c). The Company shall take

all action necessary to ensure that its Common Stock can be transferred electronically as DWAC Shares.

(d)

Prohibition of Short Sales and Hedging Transactions. The Investor agrees that beginning on the date of this Agreement and ending

on the date of termination of this Agreement as provided in Section 11, the Investor and its agents, representatives and affiliates

shall not in any manner whatsoever enter into or effect, directly or indirectly, any (i) “short sale” (as such term is defined

in Rule 200 of Regulation SHO of the Exchange Act) of the Common Stock (excluding transactions properly marked “short exempt”)

or (ii) hedging transaction, which establishes a net short position with respect to the Common Stock.

(e)

Due Diligence; Non-Public Information. The Investor shall have the right, from time to time as the Investor may reasonably deem

appropriate, to perform reasonable due diligence on the Company during normal business hours upon five (5) Business Days’ prior

written notice. The Company and its officers and employees shall provide information and reasonably cooperate with the Investor in connection

with any reasonable request by the Investor related to the Investor’s due diligence of the Company. Each party hereto agrees not

to disclose any Confidential Information of the other party to any third party and shall not use the Confidential Information of such

other party for any purpose other than in connection with, or in furtherance of, the transactions contemplated hereby in full compliance

with applicable securities laws; provided, however that a party may disclose Confidential Information that is required by law to be disclosed

by the receiving party, provided that the receiving party gives the disclosing party prompt written notice of such requirement prior

to such disclosure and assistance in obtaining an order protecting the information from public disclosure. Each party hereto acknowledges

that the Confidential Information shall remain the property of the disclosing party and agrees that it shall take all reasonable measures

to protect the secrecy of any Confidential Information disclosed by the other party. The Company confirms that neither it nor any other

Person acting on its behalf shall provide the Investor or its agents or counsel with any information that constitutes material, non-public

information, unless a simultaneous public announcement thereof is made by the Company in the manner contemplated by Regulation FD under

the Exchange Act. In the event of a breach of the foregoing covenant by the Company or any Person acting on its behalf (as determined

in the reasonable good faith judgment of the Investor), in addition to any other remedy provided herein or in the other Transaction Documents,

the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of

such material, non-public information without the prior approval by the Company; provided the Investor shall have first provided notice

to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have

at least twenty-four (24) hours to publicly disclose such material, non-public information prior to any such disclosure by the Investor,

and the Company shall have failed to publicly disclose such material, non-public information within such time period. The Investor shall

not have any liability to the Company, any of its Subsidiaries, or any of their respective directors, officers, employees, shareholders

or agents, for any such disclosure. The Company understands and confirms that the Investor shall be relying on the foregoing covenants

in effecting transactions in securities of the Company.

(f)

Purchase Records. The Investor and the Company shall each maintain records showing the remaining Available Amount at any given

time and the dates and Purchase Amounts for each Regular Purchase and each Exemption Purchase or shall use such other method, reasonably

satisfactory to the Investor and the Company.

(g)

Taxes and Fees. The Company shall pay any and all transfer, stamp or similar taxes and fees that may be payable with respect to

the issuance and delivery of any shares of Common Stock to the Investor made under this Agreement.

(h)

Aggregation. From and after the date of this Agreement, neither the Company, nor any of its affiliates will, and the Company shall

use its reasonable best efforts to ensure that no Person acting on their behalf will, directly or indirectly, make any offers or sales

of any security or solicit any offers to buy any security, under circumstances that would cause this offering of the Securities by the

Company to the Investor to be aggregated with other offerings by the Company in a manner that would require shareholder approval pursuant

to the rules of the Principal Market on which any of the securities of the Company are listed or designated, unless shareholder approval

is obtained before the closing of such subsequent transaction in accordance with the rules of such Principal Market.

(i)

Use of Proceeds. The Company will use the net proceeds from the offering for any corporate purpose at the sole discretion of the

Company.

(j)

Other Transactions. The Company shall not enter into, announce or recommend to its shareholders any agreement, plan, arrangement

or transaction in or of which the terms thereof would restrict, materially delay, conflict with or impair the ability or right of the

Company to perform its obligations under the Transaction Documents, including, without limitation, the obligation of the Company to deliver

the Securities to the Investor in accordance with the terms of the Transaction Documents.

(k)

Integration. From and after the date of this Agreement, neither the Company, nor or any of its affiliates will, and the Company

shall use its reasonable best efforts to ensure that no Person acting on their behalf will, directly or indirectly, make any offers or

sales of any security or solicit any offers to buy any security, under circumstances that would require registration of the offer and

sale of any of the Securities under the Securities Act.

(l)

Limitation on Variable Rate Transactions. From the Commencement Date until the earlier of (i) the date of termination of this

Agreement, or (ii) the Maturity Date, the Company shall be prohibited from effecting or entering into an agreement to affect any issuance

by the Company or any of its Subsidiaries of shares of Common Stock or Common Stock Equivalents (or a combination of units thereof) involving

a Variable Rate Transaction, other than in connection with an Exempt Issuance. The Investor shall be entitled to seek injunctive relief

against the Company and its Subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect damages,

without the necessity of showing economic loss and without any bond or other security being required. “Common Stock Equivalents”

means any securities of the Company or its Subsidiaries which entitle the holder thereof to acquire at any time shares of Common Stock,

including, without limitation, shares of Common Stock, any debt, preferred shares, 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, shares of Common

Stock. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any equity or debt

securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional shares of Common Stock

or Common Stock Equivalents either (A) at a conversion price, exercise price, exchange rate or other price that is based upon and/or

varies with the trading prices of or quotations for the Common Stock at any time after the initial issuance of such equity or debt securities

(including, without limitation, pursuant to any “cashless exercise” provision), or (B) with a conversion, exercise or exchange

price that is subject to being reset at some future date after the initial issuance of such equity or debt security or upon the occurrence

of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock (including,

without limitation, any “full ratchet” or “weighted average” anti-dilution provisions, but not including any

standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, share split, reverse share split or other

similar transaction), (ii) issues or sells any equity or debt securities, including without limitation, Common Stock or Common Stock

Equivalents, either (A) at a price that is subject to being reset at some future date after the initial issuance of such debt or equity

security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the

market for the Common Stock (other than standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend,

share split, reverse share split or other similar transaction), or (B) that is subject to or contains any put, call, redemption, buy-back,

price-reset or other similar provision or mechanism (including, without limitation, a “Black-Scholes” put or call right)

that provides for the issuance of additional equity securities of the Company or the payment of cash by the Company, or (iii) enters

into any agreement, including, but not limited to, an “equity line”, “at-the-market offering” that is not an

Exempt Issuance or other continuous offering or similar offering of shares of Common Stock or Common Stock Equivalents, whereby the Company

may sell Common Stock or Common Stock Equivalents at a future determined price. “Exempt Issuance” means the issuance

of (a) Common Stock, options, restricted stock units or other equity incentive awards to employees, officers, directors or vendors of

the Company pursuant to any equity incentive plan duly adopted for such purpose, by the Board of Directors of the Company or a majority

of the members of a committee of directors established for such purpose, (b) any Securities issued to the Investor pursuant to this Agreement,

(c) Common Stock, Common Stock Equivalents or other securities issued to the Investor pursuant to any other existing or future contract,

agreement or arrangement between the Company and the Investor, (d) Common Stock, Common Stock Equivalents or other securities upon the

exercise, exchange or conversion of any Common Stock, Common Stock Equivalents or other securities held by the Investor at any time,

(e) any securities issued upon the exercise or exchange of or conversion of any Common Stock Equivalents issued and outstanding on the

Commencement Date, provided that such securities or Common Stock Equivalents referred to in this clause (e) have not been amended since

the Commencement Date to increase the number of such securities or Common Stock underlying such securities or to decrease the exercise

price, exchange price or conversion price of such securities or to extend the term of such securities, (f) Common Stock Equivalents that

are convertible into, exchangeable or exercisable for, or include the right to receive shares of Common Stock at a conversion price,

exercise price, exchange rate or other price (which may be below the then current market price of the Common Stock) that is fixed at

the time of initial issuance of such Common Stock Equivalents (subject only to standard anti-dilution protection for any reorganization,

recapitalization, non-cash dividend, share split, reverse share split or other similar transaction), which fixed conversion price, exercise

price, exchange rate or other price shall not at any time after the initial issuance of such Common Stock Equivalent be based upon or

varying with the trading prices of or quotations for the Common Stock or subject to being reset at some future date, (g) any Common Stock

or Convertible Securities by reason of a dividend, stock split, split-up or other distribution on Common Stock, (h) securities issued

pursuant to acquisitions, divestitures, licenses, partnerships, collaborations or strategic transactions approved by the Board of Directors

of the Company or a majority of the members of a committee of directors established for such purpose, 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 this Section 5(m), further provided that any such

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

company or 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, and (i) up to $5,000,000 in Common Stock

pursuant to an “at-the-market offering” agreement with Alexander Capital L.P..

(m)

Financing Restriction. During any active Regular Purchase Measurement Period or Exemption Purchase Measurement Period, neither

the Company nor any Subsidiary shall (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any

Common Stock or Common Stock Equivalents or (ii) file any registration statement or amendment or supplement thereto, other than the Prospectus

Supplement or filing a registration statement on Form S-8 in connection with any employee benefit plan.

(n)

Fees. The Company shall reimburse Investor for all actual costs and expenses incurred by it or its affiliates in connection with

the structuring, documentation, negotiation and closing of the transactions contemplated by the Transaction Documents (including, without

limitation, as applicable, all reasonable legal fees of outside counsel and disbursements of Sullivan & Worcester LLP, counsel to

Investor, any other reasonable fees and expenses in connection with the structuring, documentation, negotiation and closing of the transactions

contemplated by the Transaction Documents and due diligence and regulatory filings in connection therewith) (the “Transaction

Expenses”) and the Transaction Expenses accrued to the date of the Closing, less, $15,000 previously paid by the Company to

Investor, shall be withheld by Investor from the Purchase Price at the Closing; provided, that the aggregate Transaction Expenses shall

not exceed $50,000 and the Company shall promptly reimburse Sullivan & Worcester LLP on demand for all Transaction Expenses not so

reimbursed through withholding at Closing. The Company shall be responsible for the payment of any placement agent’s fees, financial

advisory fees, transfer agent fees, DTC (as defined below) fees or broker’s commissions (other than for Persons engaged by Investor)

relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold Investor harmless against, any liability,

loss or expense (including, without limitation, reasonable attorneys’ fees and out-of-pocket expenses) arising in connection with

any claim relating to any such payment. Except as otherwise set forth in the Transaction Documents, each party to this Agreement shall

bear its own expenses in connection with the sale of the Securities to Investor.

(o)

Leak Out. Investor will be limited to total monthly sales of Common Stock equal to the greater of: (a) $25,000 per Trading Day

each month, and (b) an amount equal to 20.0% of the daily trading volume of the Common Stock as reported by Bloomberg, LP on such Trading

Day.

6. IRREVOCABLE

TRANSFER AGENT INSTRUCTIONS; FAILURE TO TIMELY DELIVER.

(a)

Irrevocable Transfer Agent Instructions. On the date hereof, the Company shall issue to the Transfer Agent (and any subsequent

transfer agent) irrevocable instructions, in the form mutually agreed by the parties and substantially similar to those used by investors

in substantially similar transactions, to issue the Purchase Shares, Exemption Purchase Shares, Termination Shares (as applicable) in

accordance with the terms of this Agreement (the “Irrevocable Transfer Agent Instructions”). All Securities to be

issued to or for the benefit of the Investor pursuant to this Agreement shall be issued as DWAC Shares. The Company warrants to the Investor

that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 6 will be given by the

Company to the Transfer Agent with respect to the Securities, and the Securities shall otherwise be freely transferable on the books

and records of the Company. The Company represents and warrants to the Investor that, from and after Commencement, and the Termination

Shares (as applicable), Exemption Purchase Shares and the Purchase Shares covered by the Registration Statement shall otherwise be freely

transferable on the books and records of the Company.

(b)

Failure to Timely Deliver. If the Company fails, for any reason or for no reason, to issue and deliver (or cause to be delivered)

to Investor (or its designee) by each Required Delivery Date hereunder, either (I) if the Transfer Agent is not participating in the

DTC Fast Automated Securities Transfer Program, a certificate for the number of Common Stock to which Investor is entitled and register

such Common Stock on the Company’s share register or, if the Transfer Agent is participating in the DTC Fast Automated Securities

Transfer Program, to credit the balance account of Investor or Investor’s designee with DTC for such number of Common Stock submitted

for legend removal by Investor pursuant to Section 5(d) above or (II) if the Registration Statement covering the resale of the Securities

submitted for legend removal by Investor (the “Unavailable Shares”) is not available for the resale of such Unavailable

Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so

notify Investor and (y) deliver the Common Stock electronically without any restrictive legend by crediting such aggregate number of

Common Stock submitted for legend removal by Investor to Investor’s or its designee’s balance account with DTC through its

Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred as a “Notice

Failure” and together with the event described in clause (I) above, a “Delivery Failure”), then, in addition

to all other remedies available to Investor, the Company shall pay in cash to Investor on each day after the Required Delivery Date and

during such Delivery Failure an amount equal to 2% of the product of (A) the aggregate number of Common Stock not issued to Investor

on or prior to the Required Delivery Date and to which Investor is entitled, multiplied by (B) the highest trading price of the applicable

Common Stock for the period between the Required Delivery Date and the actual date the shares are delivered. In addition to the foregoing,

if on or prior to the Required Delivery Date either (I) if the Transfer Agent is not participating in the DTC Fast Automated Securities

Transfer Program, the Company shall fail to issue and deliver a certificate to Investor and register such Common Stock on the Company’s

share register or, if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit the balance account

of Investor or Investor’s designee with DTC for the number of Common Stock to which Investor submitted for legend removal by Investor

pursuant to clause (ii) below or otherwise or (II) a Notice Failure occurs, and if on or after such Trading Day Investor purchases (in

an open market transaction or otherwise) Common Stock to deliver in satisfaction of a sale by Investor of Common Stock submitted for

legend removal by Investor that Investor is entitled to receive from the Company (a “Buy-In”), then the Company shall, within

two (2) Business Days after Investor’s request and in Investor’s discretion, either (i) pay cash to Investor in an amount

equal to Investor’s total purchase price (including reasonable brokerage commissions, borrow fees and other out-of-pocket expenses,

if any, for the Common Stock so purchased) (the “Buy-In Price”), at which point the Company’s obligation to

so deliver such certificate or credit Investor’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly

honor its obligation to so deliver to Investor a certificate or certificates or credit the balance account of Investor or Investor’s

designee with DTC representing such number of Common Stock that would have been so delivered if the Company timely complied with its

obligations hereunder and pay cash to Investor in an amount equal to the excess (if any) of the Buy-In Price over the product of (A)

such number of Common Stock that the Company was required to deliver to Investor by the Required Delivery Date multiplied by (B) the

price at which Investor sold such Common Stock in anticipation of the Company’s timely compliance with its delivery obligations

hereunder. Nothing shall limit Investor’s right to pursue any other remedies available to it hereunder, at law or in equity, including,

without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver

certificates representing Common Stock (or to electronically deliver such Common Stock) as required pursuant to the terms hereof.

7. CONDITIONS

TO THE COMPANY’S RIGHT TO COMMENCE SALES OF COMMON STOCK.

The

right of the Company hereunder to commence sales of the Purchase Shares on the Commencement Date is subject to the satisfaction of each

of the following conditions:

(a)

The Investor shall have executed each of the Transaction Documents and delivered the same to the Company;

(b)

The Registration Statement covering the resale of the Common Stock representing Termination Shares (as applicable), Exemption Purchase

Shares and Purchase Shares (and the Filing Default Shares and Effectiveness Default Shares, if applicable) shall have been declared effective

under the Securities Act by the SEC and no stop order with respect to the Registration Statement shall be pending or threatened by the

SEC;

(c)

All Securities to be issued by the Company to the Investor under the Transaction Documents shall have been approved for listing on the

Principal Market in accordance with the applicable rules and regulations of the Principal Market, subject only to official notice of

issuance;

(d)

The representations and warranties of the Investor shall be true and correct in all material respects as of the Commencement Date and

as of the date hereof as though made at that time.

8. CONDITIONS

TO THE INVESTOR’S OBLIGATION TO PURCHASE COMMON STOCK.

The

obligation of the Investor to buy Purchase Shares under this Agreement is subject to the satisfaction of each of the following conditions

on or prior to the Commencement Date and, once such conditions have been initially satisfied, there shall not be any ongoing obligation

to satisfy such conditions after the Commencement has occurred:

(a)

The Company shall have executed each of the Transaction Documents and delivered the same to the Investor;

(b)

The Common Stock shall be listed or quoted on the Principal Market, trading in the Common Stock shall not have been within the last 180

days suspended by the SEC or the Principal Market, and all Common Stock representing Securities to be issued by the Company to the Investor

pursuant to this Agreement shall have been approved for listing or quotation on the Principal Market in accordance with the applicable

rules and regulations of the Principal Market, subject only to official notice of issuance;

(c)

The Investor shall have received one or more opinion letters of Sichenzia Ross Ference Carmel LLP, the Company’s legal counsel,

dated as of the date hereof and the Commencement Date, in form and substance which are customary for deals of this nature and satisfactory

to counsel for the Investor and previously agreed upon by the Investor and such counsel;

(d)

The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of

such representations and warranties is already qualified as to materiality in Section 4 above, in which case, such representations

and warranties shall be true and correct without further qualification) as of the date hereof and as of the Commencement Date as though

made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of

such date) and the Company shall have performed, satisfied and complied with the covenants, agreements and conditions required by the

Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Commencement Date. The Investor shall

have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Commencement Date, to the foregoing

effect in the form attached hereto as Exhibit B;

(e)

As of the Commencement Date, the Company shall have initially reserved 6,000,000 Common Stock out of its authorized and unissued Common

Stock, solely for the purpose of effecting purchases of Purchase Shares hereunder, the issuance of Termination Shares hereunder (as applicable),

the issuance of Exemption Purchase Shares hereunder, and the issuance of the Filing Default Shares and Effectiveness Default Shares under

the Registration Rights Agreement;

(f)

The Irrevocable Transfer Agent Instructions shall have been delivered to and acknowledged in writing by the Company and the Company’s

Transfer Agent (or any successor transfer agent);

(g)

The Company shall have delivered to the Investor (i) a certificate evidencing the good standing of the Company in the state of Nevada

issued by the Secretary of State of the state of Nevada on or prior to the date hereof and (ii) a certificate or its equivalent evidencing

the good standing of the Company as a foreign corporation in each jurisdiction where the Company is duly qualified to conduct business

as of a date within ten (10) Business Days of the Commencement Date;

(h)

The Company shall have delivered to the Investor a certified copy of the Articles of Incorporation as certified by the Secretary of State

of the State of Nevada on or prior to the date hereof;

(i)

The Company shall have delivered to the Investor a certificate executed by a director of the Company, dated as of the Commencement Date,

in the form attached hereto as Exhibit C;

(j)

The Registration Statement covering the resale of the Common Stock representing Termination Shares (as applicable), Exemption Purchase

Shares, Commitment Shares and Purchase Shares shall have been declared effective under the Securities Act by the SEC and no stop order

with respect to the Registration Statement shall be pending or, to the knowledge of the Company, threatened by the SEC. The Company shall

have prepared and filed with the SEC, not later than two (2) Business Days after the effective date of the Registration Statement, a

final and complete prospectus (the preliminary form of which shall be included in the Registration Statement) and shall have delivered

to the Investor a true and complete copy thereof. Such prospectus shall be current and available for the resale by the Investor of all

of the Common Stock representing Securities covered thereby;

(k)

Waivers. The Company shall have delivered to Investor waivers from Company’s creditors, if applicable, in a form acceptable

to Investor (collectively, the “Waivers”), by and between the Company and the signatories thereto and the parties

to such Waiver shall have duly executed and delivered to Investor each of the Waivers on or prior to the date hereof.

(l)

No Event of Default has occurred, or any event which, after notice and/or lapse of time, would become an Event of Default has occurred;

(m)

All foreign, federal, state and local governmental laws, rules and regulations applicable to the transactions contemplated by the Transaction

Documents and necessary for the execution, delivery and performance of the Transaction Documents and the consummation of the transactions

contemplated thereby in accordance with the terms thereof shall have been complied with, and all consents, Authorizations and orders

of, and all filings and registrations with, all federal, state and local courts or governmental agencies and all federal, state and local

regulatory or self-regulatory agencies necessary for the execution, delivery and performance of the Transaction Documents and the consummation

of the transactions contemplated thereby in accordance with the terms thereof shall have been obtained or made, including, without limitation,

in each case those required under the Securities Act, the Exchange Act, applicable state securities or “Blue Sky” laws or

applicable rules and regulations of the Principal Market, or otherwise required by the SEC, the Principal Market or any state securities

regulators;

(n)

No statute, regulation, order, decree, writ, ruling or injunction shall have been enacted, entered, promulgated, threatened or endorsed

by any federal, state, local or foreign court or Governmental Entity of competent jurisdiction which prohibits the consummation of or

which would materially modify or delay any of the transactions contemplated by the Transaction Documents;

(o)

No action, suit or proceeding before any federal, state, local or foreign arbitrator or any court or Governmental Entity of competent

jurisdiction shall have been commenced or threatened, and no inquiry or investigation by any federal, state, local or foreign Governmental

Entity of competent jurisdiction shall have been commenced or threatened, against the Company, or any of the officers, directors or affiliates

of the Company, seeking to restrain, prevent or change the transactions contemplated by the Transaction Documents, or seeking material

damages in connection with such transactions;

(p)

On or after the Effective Date (as defined in the Registration Rights Agreement), the Company shall have issued to the investor 15,000

shares of Common Stock (the “Commitment Shares”).

(q)

The Company shall have provided the Investor with the duly executed Shareholder Consent.

(r)

The Company shall have provided the Investor with the information requested by the Investor in connection with its due diligence requests

in accordance with the terms of Section 5(e) hereof.

(s)

The Company shall have delivered to the Investor any other documents, certificates or instruments that may be reasonably requested by

the Investor.

9. INDEMNIFICATION.

consideration of the Investor’s execution and delivery of the Transaction Documents and acquiring the Securities hereunder and

in addition to all of the Company’s other obligations under the Transaction Documents, the Company shall defend, protect, indemnify

and hold harmless the Investor and all of its affiliates, shareholders, officers, directors, members, managers, employees and direct

or indirect investors and any of the foregoing Person’s agents or other representatives (including, without limitation, those retained

in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”) from and against

any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection

therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including

reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee as

a result of, or arising out of or relating to: (a) any misrepresentation or breach of any representation or warranty made by the Company

in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant,

agreement or obligation of the Company contained in the Transaction Documents or any other certificate, instrument or document contemplated

hereby or thereby, (c) any cause of action, suit or claim brought or made against such Indemnitee and arising out of or resulting from

the execution, delivery, performance or enforcement of the Transaction Documents or any other certificate, instrument or document contemplated

hereby or thereby, (d) any violation of the Securities Act, the Exchange Act, state securities or “Blue Sky” laws, or the

rules and regulations of the Principal Market in connection with the transactions contemplated by the Transaction Documents by the Company

or any of its Subsidiaries, affiliates, officers, directors or employees, (e) any untrue statement or alleged untrue statement of a material

fact contained, or incorporated by reference, in the Registration Statement or any amendment thereto or any omission or alleged omission

to state therein, or in any document incorporated by reference therein, a material fact required to be stated therein or necessary to

make the statements therein not misleading, or (f) any untrue statement or alleged untrue statement of a material fact contained, or

incorporated by reference, in the Registration Statement, or any omission or alleged omission to state therein, or in any document incorporated

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

under which they were made, not misleading; provided, however, that (I) the indemnity contained in clause (c) of this Section

9 shall not apply to any Indemnified Liabilities which directly and primarily result from the fraud, gross negligence or willful

misconduct of an Indemnitee, (II) the indemnity contained in clauses (d), (e) and (f) of this Section 9 shall not apply to any

Indemnified Liabilities to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement

or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf

of the Investor expressly for use in any Registration Statement and (III) the indemnity in this Section 9 shall not apply to amounts

paid in settlement of any claim if such settlement is effected without the prior written consent of the Company, which consent shall

not be unreasonably withheld, conditioned or delayed. To the extent that the foregoing undertaking by the Company may be unenforceable

for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities

which is permissible under applicable law, provided that no seller of Securities guilty of fraudulent misrepresentation (within the meaning

of Section 11(f) of the Securities Act) shall be entitled to contribution from any seller of Securities who was not guilty of fraudulent

misrepresentation. Payment under this indemnification shall be made within thirty (30) days from the date the Indemnitee makes written

request for it. A certificate containing reasonable detail as to the amount of such indemnification submitted to the Company by the Indemnitee

shall be conclusive evidence, absent manifest error, of the amount due from the Company to the Indemnitee. If any action shall be brought

against any Indemnitee with respect to which indemnity may be sought pursuant to this Agreement, such Indemnitee shall promptly notify

the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably

acceptable to the Indemnitee. Any Indemnitee 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 Indemnitee, except to the extent that (i)

the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period

of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel,

a material conflict on any material issue between the position of the Company and the position of such Indemnitee, in which case the

Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel.

10. EVENTS

OF DEFAULT.

“Event of Default” shall be deemed to have occurred at any time as any of the following events occurs:

(a)

the effectiveness of a registration statement registering the resale of the Common Stock representing Securities lapses for any reason

(including, without limitation, the issuance of a stop order or similar order) or such registration statement (or the prospectus forming

a part thereof) is unavailable to the Investor for resale of any or all of the Common Stock representing Securities to be issued to the

Investor under the Transaction Documents, and such lapse or unavailability continues for a period of ten (10) consecutive Business Days

or for more than an aggregate of thirty (30) Business Days in any 365-day period, but excluding a lapse or unavailability where (i) the

Company terminates a registration statement after the Investor has confirmed in writing that all of the Common Stock representing Securities

covered thereby have been resold or (ii) the Company supersedes one registration statement with another registration statement, including

(without limitation) by terminating a prior registration statement when it is effectively replaced with a new registration statement

covering Common Stock representing Securities (provided in the case of this clause (ii) that all of the Common Stock representing Securities

covered by the superseded (or terminated) registration statement that have not theretofore been resold are included in the superseding

(or new) registration statement);

(b)

the suspension of the Common Stock from trading on the Principal Market for a period of one (1) Business Day, provided that the Company

may not direct the Investor to purchase any Common Stock during any such suspension;

(c)

[Reserved];

(d)

the failure for any reason by Company or the Transfer Agent to deliver, as DWAC Shares, (i) the Pre-Settlement Regular Purchase Shares

to the Investor within two (2) Trading Days after the Purchase Notice Date, (ii) the Settlement Regular Purchase Shares to the Investor

within two (2) Trading Days after the Regular Purchase Measurement Period or the Exemption Purchase Measurement Period, or (iii) the

Termination Shares (as applicable) to which Investor is entitled hereunder in connection with a Regular Purchase or an Exemption Purchase

within two (2) Trading Days after the Regular Purchase Measurement Period or the Exemption Purchase Measurement Period;

(e)

the Company breaches any representation or warranty in any material respect, or breaches any covenant or other term or condition under

any Transaction Document, and except in the case of a breach of a covenant which is reasonably curable, only if such breach continues

for a period of at least five (5) consecutive Business Days;

(f)

if any Person commences a proceeding against the Company pursuant to or within the meaning of any Bankruptcy Law for so long as such

proceeding is not dismissed;

(g)

if the Company is at any time insolvent, or, pursuant to or within the meaning of any Bankruptcy Law, (i) commences a voluntary case,

(ii) consents to the entry of an order for relief against it in an involuntary case, (iii) consents to the appointment of a Custodian

of it or for all or substantially all of its property, or (iv) makes a general assignment for the benefit of its creditors or (v) the

Company is generally unable to pay its debts as the same become due;

(h)

a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i) is for relief against the Company in an

involuntary case, (ii) appoints a Custodian of the Company or for all or substantially all of its property, or (iii) orders the liquidation

of the Company or any Subsidiary for so long as such order, decree or similar action remains in effect; or

(i)

if at any time the Company is not eligible to transfer its Common Stock as DWAC Shares.

addition to any other rights and remedies under applicable law and this Agreement, so long as an Event of Default has occurred and is

continuing, or if any event which, after notice and/or lapse of time, would become an Event of Default, has occurred and is continuing,

the Company shall not deliver to the Investor any Purchase Notice. Notwithstanding the foregoing, the foregoing sentence shall not be

deemed to apply to any notice from Nasdaq previously received or received in the future regarding the Company’s failure to comply

with the continuing listing standards of The Nasdaq Capital Market, and to the fact of each such failure, unless and until all compliance

and appeal periods for such failure have lapsed or expired.

11. TERMINATION

This

Agreement may be terminated only as follows:

(a)

If pursuant to or within the meaning of any Bankruptcy Law, the Company commences a voluntary case or any Person commences a proceeding

against the Company, a Custodian is appointed for the Company or for all or substantially all of its property, or the Company makes a

general assignment for the benefit of its creditors any of which is not cured within the applicable cure period (any of which would be

an Event of Default as described in Sections 10(f), 10(g) and 10(h) hereof), this Agreement shall automatically

terminate without any liability or payment to the Company (except as set forth below) without further action or notice by any Person.

(b)

In the event that the Commencement shall not have occurred on or before August 30, 2026, due to the failure to satisfy the conditions

set forth in Sections 7 and 8 above with respect to the Commencement, the Company shall have the option to terminate this

Agreement at the close of business on such date or thereafter without any liability; provided, however, that the right to terminate this

Agreement under this Section 11(b) shall not be available to the Company if the Company is then in breach of any covenant or agreement

contained in this Agreement or any representation or warranty of the Company contained in this Agreement fails to be true and correct

such that the conditions set forth in Section 8(d) could not then be satisfied.

(c)

At any time after the Commencement Date, the Company shall have the option to terminate this Agreement for any reason or for no reason

by delivering notice (a “Company Termination Notice”) to the Investor electing to terminate this Agreement without

any liability whatsoever of any party to any other party under this Agreement (except as set forth below). Upon any termination pursuant

to this Section 11(c), if the Company has sold less than $7,500,000 to the Investor hereunder (other than as a result of the Company’s

inability to sell Common Stock to the Investor as a result of the Beneficial Ownership Limitation), the Company shall pay an additional

Termination Fee of $250,000 (the “Termination Fee”), which shall be payable either in cash or in shares of Common

Stock at a price equal to 100% of the Closing Sale Price on the date immediately preceding the date of receipt by the Investor of the

Company Termination Notice (such shares, the “Termination Shares”) at the Company’s discretion, within two (2)

Trading Days after a Company Termination Notice is received by the Investor. The Company Termination Notice shall not be effective until

one (1) Business Day after the Termination Fee has been received by the Investor.

(d)

This Agreement shall automatically terminate on the date that the Company sells and the Investor purchases the full Available Amount

as provided herein, without any action or notice on the part of any party and without any liability whatsoever of any party to any other

party under this Agreement (except as set forth below).

(e)

If, for any reason or for no reason, the full Available Amount has not been purchased in accordance with Section 2 of this Agreement

by the Maturity Date, this Agreement shall automatically terminate on the Maturity Date, without any action or notice on the part of

any party and without any liability whatsoever of any party to any other party under this Agreement (except as set forth below).

Except

as set forth in Sections 11(a) (with respect to an Event of Default under Sections 10(f), 10(g) and 10(h)),

11(d) and 11(e), any termination of this Agreement pursuant to this Section 11 shall be effected by written notice

from the Company to the Investor setting forth the basis for the termination hereof. The representations and warranties and covenants

of the Company and the Investor contained in Sections 3, 4, 5, and 6 hereof, the indemnification provisions

set forth in Section 9 hereof and the agreements and covenants set forth in Sections 10, 11 and 12 shall

survive the Commencement and any termination of this Agreement. No termination of this Agreement shall (i) affect the Company’s

or the Investor’s rights or obligations under (A) this Agreement with respect to pending Regular Purchases or Exemption Purchases

and the Company and the Investor shall complete their respective obligations with respect to any pending Regular Purchases or Exemption

Purchases under this Agreement and (B) the Registration Rights Agreement, which shall survive any such termination, or (ii) be deemed

to release the Company or the Investor from any liability for intentional misrepresentation or willful breach of any of the Transaction

Documents.

12. MISCELLANEOUS.

(a)

Governing Law; Jurisdiction; Jury Trial. Questions concerning the construction, validity, enforcement and interpretation of this

Agreement and the other Transaction Documents shall be governed by the laws of the state of New York, without giving effect to any choice

of law or conflict of law provision or rule (whether of the state of New York or any other jurisdiction) that would cause the application

of the laws of any jurisdiction other than the state of New York. Each party hereby irrevocably submits to the exclusive jurisdiction

of the courts sitting in the state of New York, County of New York, for the adjudication of any dispute hereunder or under the other

Transaction Documents or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby

irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction

of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or

proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any

such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and

agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be

deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT

IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH

OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

(b)

Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the

same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided

that a signature delivered by e-mail in a “.pdf” format data file shall be considered due execution and shall be binding

upon the signatory thereto with the same force and effect as if the signature were an original signature.

(c)

Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation

of, this Agreement.

(d)

Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability

shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability

of any provision of this Agreement in any other jurisdiction.

(e)

Entire Agreement. The Transaction Documents supersede all other prior oral or written agreements (including the Existing Agreement)

between the Investor, the Company, their affiliates and Persons acting on their behalf with respect to the subject matter thereof, and

this Agreement, the other Transaction Documents and the instruments referenced herein contain the entire understanding of the parties

with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor

the Investor makes any representation, warranty, covenant or undertaking with respect to such matters. The Company acknowledges and agrees

that it has not relied on, in any manner whatsoever, any representations or statements, written or oral, other than as expressly set

forth in the Transaction Documents.

(f)

Notices. Any notices, consents or other communications required or permitted to be given under the terms of this Agreement must

be in writing and will be deemed to have been delivered: (i) upon receipt when delivered personally; (ii) upon receipt when sent by email

(provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one

Business Day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive

the same. The addresses for such communications shall be:

to the Company:

Callan

JMB Inc.

244

Flightline Drive

Spring

Branch, Texas 78070

Attention:

Donna Williams

Email:

DWilliams@coldchain-tech.com

With

a copy to (which shall not constitute notice or service of process):

Sichenzia

Ross Ference Carmel LLP

1185

Avenue of the Americas, 26th floor

New

York, NY 10036

Attention:

Ross David Carmel, Esq.

Email:

rcarmel@srfc.law

to the Investor:

set forth on Schedule 12(f).

With

a copy to (which shall not constitute notice or service of process):

Sullivan

& Worcester LLP

1251

Avenue of the Americas, 19th Floor

New

York, NY 10020

Attention:

David Danovitch, Esq.

Email:

ddanovitch@sullivanlaw.com

to the Transfer Agent:

ClearTrust

LLC

16540

Point Village Drive,

Lutz,

FL 33558

Attention:

Yonah Kopstick, Operations Specialist

Email:

inbox@cleartrusttransfer.com

at such other address, email address and/or to the attention of such other Person as the recipient party has specified by written notice

given to each other party five (5) Business Days prior to the effectiveness of such change. Written confirmation of receipt (A) given

by the recipient of such notice, consent or other communication, (B) mechanically or electronically generated by the sender’s email

account containing the time, date, and recipient email address, as applicable or (C) provided by a nationally recognized overnight delivery

service, shall be rebuttable evidence of personal service, or receipt from a nationally recognized overnight delivery service in accordance

with clause (i), (ii) or (iii) above, respectively.

(g)

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors

and assigns. The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of

the Investor, including by merger or consolidation. The Investor may not assign its rights or obligations under this Agreement.

(h)

No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted

successors and assigns, and, except as set forth in Section 9, is not for the benefit of, nor may any provision hereof be enforced

by, any other Person.

(i)

Publicity. The Company shall afford the Investor and its counsel with the opportunity to review and comment upon, shall consult

with the Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor

or its counsel on, any press release, SEC filing or any other public disclosure by or on behalf of the Company relating to the Investor,

its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated thereby (other than any press release,

SEC filing or other public disclosure that contains disclosures substantially similarly to disclosures previously reviewed by the Investor

or its counsel), not less than 24 hours prior to the issuance, filing or public disclosure thereof. The Investor must be provided with

a final version of any such press release, SEC filing, or other public disclosure at least 24 hours prior to any release, filing, or

use by the Company thereof. The Company agrees and acknowledges that its failure to fully comply with this provision constitutes a Material

Adverse Effect.

(j)

Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and

shall execute and deliver all such other agreements, certificates, instruments and documents, as may be reasonably necessary in order

to consummate and make effective, as soon as reasonably possible, the Commencement, and to carry out the intent and accomplish the purposes

of this Agreement and the consummation of the transactions contemplated hereby.

(k)

No Financial Advisor, Placement Agent, Broker, or Finder. Except as set forth on Schedule 12(k), the Company represents

and warrants to the Investor that it has not engaged any financial advisor, placement agent, broker, or finder in connection with the

transactions contemplated hereby. The Investor represents and warrants to the Company that it has not engaged any financial advisor,

placement agent, broker, or finder in connection with the transactions contemplated hereby. The Company shall be responsible for the

payment of any fees or commissions, if any, of any financial advisor, placement agent, broker, or finder relating to or arising out of

the transactions contemplated hereby. The Company shall pay, and hold the Investor harmless against, any liability, loss or expense (including,

without limitation, attorneys’ fees and out of pocket expenses) arising in connection with any such claim.

(l)

No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express

their mutual intent, and no rules of strict construction will be applied against any party.

(m)

Remedies, Other Obligations, Breaches, and Injunctive Relief. Except as set forth in the Transaction Documents, the parties’

remedies provided in this Agreement, including, without limitation, the Investor’s remedies provided in Section 9, shall

be cumulative and in addition to all other remedies available to the parties under this Agreement, at law or in equity (including a decree

of specific performance and/or other injunctive relief), no remedy of any party contained herein shall be deemed a waiver of compliance

with the provisions giving rise to such remedy and nothing herein shall limit the parties’ right to pursue actual damages for any

failure by the Company to comply with the terms of this Agreement. The Company acknowledges that a breach by it of its obligations hereunder

will cause irreparable harm to the Investor and that the remedy at law for any such breach may be inadequate. The Company therefore agrees

that, in the event of any such breach or threatened breach, the Investor shall be entitled, in addition to all other available remedies,

to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being

required.

(n)

Enforcement Costs. If: (i) due to a breach or anticipatory breach of this Agreement by a party hereto, this Agreement is enforced

by either party through any legal proceeding; (ii) an attorney is retained to represent a party hereto in any bankruptcy, reorganization,

receivership or other proceedings affecting creditors’ rights and involving a claim under this Agreement; or (iii) an attorney

is retained to represent a party hereto in any other proceedings whatsoever in connection with this Agreement, then the party that prevails

in such proceedings shall be paid by the other party all reasonable costs and expenses including attorneys’ fees incurred in connection

therewith, in addition to all other amounts due hereunder.

(o)

Amendment and Waiver; Failure or Indulgence Not Waiver. (i) No provision of this Agreement may be amended other than by a written

instrument signed by both parties hereto and (ii) no provision of this Agreement may be waived other than in a written instrument signed

by the party against whom enforcement of such waiver is sought. No failure or delay in the exercise of any power, right, or privilege

hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right, or privilege preclude

other or further exercise thereof, of any other right, power, or privilege.

Signature Page Follows **

WITNESS WHEREOF, the Investor and the Company have caused this First Amended and Restated Purchase Agreement to be duly executed

as of the date first written above.

COMPANY:

CALLAN

JMB INC.

By:

Name:

Wayne

Williams

Title:

Chief

Executive Officer

INVESTOR:

By:

Name:

Title:

Manager

COMPANY

DISCLOSURE SCHEDULES

Schedule

4(a)

List

of Subsidiaries

Name

Jurisdiction

Schedule

4(c)(ii)A

Schedule

4(c)(ii)B

Schedule

4(c)(iii)

Schedule

4(e)

Schedule

4(g)

Schedule

4(i)

Schedule

4(l)

Schedule

4(p)

Schedule

4(q)

Schedule

4(t)

Schedule

4(cc)

Schedule

12(f)

Investor

Notice Information

Hexstone

Management, LLC

3053

Fillmore St, Suite 303

San

Francisco, CA 94123

Attention:

Brendan T. O’Neil

Email:

boneil@hexstonecapital.com

Schedule

12(k)

EXHIBITS

Exhibit A

Form of First Amended and

Restated Registration Rights Agreement

Exhibit B

Form of Officer’s Certificate

Exhibit C

Form of Director’s

Certificate

EXHIBIT

FORM

OF FIRST AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

[See

attached.]

EXHIBIT

FORM

OF OFFICER’S CERTIFICATE

This

Officer’s Certificate (this “Certificate”) is being delivered pursuant to Section 8(d) of that certain

First Amended and Restated Purchase Agreement dated as of August 18, 2026, (the “Agreement”), by and between CALLAN

JMB INC., a Nevada corporation (the “Company”), and_________________________________________________________________________(the

“Investor”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Agreement.

The

undersigned,___________,______________________________________of the Company, hereby certifies on behalf of the Company, solely in his capacity

as such and not in his personal capacity, as follows as of the date hereof:

I am the_________of the Company and make the statements contained in this Certificate;

The representations and warranties of the Company are true and correct in all material respects (except to the extent that any of such

representations and warranties is already qualified as to materiality in Section 4 of the Agreement, in which case, such representations

and warranties are true and correct without further qualification) as of the date when made and as of the Commencement Date as though

made at that time (except for representations and warranties that speak as of a specific date, in which case such representations and

warranties are true and correct as of such date);

The Company has performed, satisfied, and complied with the covenants, agreements and conditions required by the Transaction Documents

to be performed, satisfied, or complied with by the Company at or prior to the Commencement Date.

The Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any Bankruptcy Law

nor does the Company or any of its Subsidiaries have any knowledge or reason to believe that its creditors intend to initiate involuntary

bankruptcy or insolvency proceedings.

WITNESS WHEREOF, I have hereunder signed my name on this ______________ day of______________.

Name:

Title:

Director

The

undersigned as Director or Officer (as applicable) of CALLAN JMB INC., a Nevada corporation, hereby certifies that _______ is

a duly elected, appointed, qualified and acting Director of the company and that the signature appearing above is their genuine signature.

[Director/Officer]

EXHIBIT

FORM

OF DIRECTOR’S CERTIFICATE

This

Director’s Certificate (this “Certificate”) is being delivered pursuant to Section 8(h) of that certain

First Amended and Restated Purchase Agreement dated as of August 18, 2026 (the “Agreement”), by and between Callan

JMB Inc., a Nevada corporation (the “Company”) and (the “Investor”), pursuant to which

the Company may sell to the Investor up to Seventy-Five Million U.S. Dollars (US$75,000,000) of Common Stock of the Company, with a par

value of $0.001 per share (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings

ascribed to them in the Agreement.

The

undersigned, ____________, a Director of the Company, hereby certifies on behalf of the Company, solely in his capacity as such and not

in his personal capacity, as follows as of the date hereof:

I am a Director of the Company and make the statements contained in this Director’s Certificate.

Attached hereto as Exhibit A and Exhibit B are true, correct and complete copies of the Company’s Articles of Incorporation,

as amended (“Articles of Incorporation”) and the Company’s bylaws (“Bylaws”), in each case, as amended

through the date hereof, and no action has been taken by the Company, its directors, officers or shareholders, in contemplation of the

filing of any further amendment relating to or affecting the Articles of Incorporation or Bylaws.

Attached hereto as Exhibit C are true, correct, and complete copies of the resolutions duly adopted by the Board of Directors

of the Company on______________, at which a quorum was present and acting throughout. Such resolutions have not been amended, modified

or rescinded and remain in full force and effect and such resolutions are the only resolutions adopted by the Company’s Board of

Directors, or any committee thereof, or the shareholders of the Company relating to or affecting (i) the entering into and performance

of the Agreement, or the issuance, offering and sale of the Purchase Shares and the Termination Shares (as applicable) and (ii) the performance

of the Company of its obligation under the Transaction Documents as contemplated therein.

As of the date hereof, the authorized, issued and reserved share capital of the Company is as set forth on Exhibit D hereto.

WITNESS WHEREOF, I have hereunder signed my name on this ____________ day of_________________.

Director

The

undersigned as_______________of Callan JMB Inc., a Nevada corporation, hereby certifies that___________________________is a duly elected,

appointed, qualified and acting Director of the Company, and that the signature appearing above is their genuine signature.

EX-10.2

Filename: ex10-2.htm · Sequence: 3

Exhibit

10.2

EXECUTION

VERSION

FIRST

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

THIS

FIRST AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 18, 2026 (the

“Signing Date”), by and between Callan JMB Inc., a Nevada corporation (the “Company”), and the

undersigned signatory hereto (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and

not otherwise defined herein shall have the respective meanings set forth in the First Amended and Restated Purchase Agreement, dated

the date hereof, by and between the Company and the Buyer (the “Purchase Agreement”).

WHEREAS,

the Company and the Buyer have entered into that certain Purchase Agreement, dated as of July 24, 2025, as amended by that certain Amendment

to Purchase Agreement entered into as of March 10, 2026 (together, the “Initial Purchase Agreement”), pursuant to

which the Company may issue, from time to time, to the Buyer up to Twenty-Five Million U.S. Dollars (US$25,000,000) of newly issued shares

of Common Stock (as defined below), and concurrently entered into that certain Registration Rights Agreement, dated as of July 24, 2025

(the “Initial RRA”);

WHEREAS,

the Company and the Buyer have entered into that certain First Amended and Restated Purchase Agreement, dated as of the date hereof (the

“Purchase Agreement”), pursuant to which the Company has the Buyer has amended and restated the Initial Purchase Agreement

so that the Company may issue, from time to time, to the Buyer up to Seventy-Five Million U.S. Dollars (U.S. $75,000,000) of newly issued

shares of Common Stock; and

WHEREAS,

pursuant to the terms of, and in consideration for the Buyer entering into, the Purchase Agreement, and to induce the Buyer to execute

and deliver the Purchase Agreement, the Company has agreed to provide certain registration rights under the Securities Act of 1933, as

amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the “Securities Act”),

and applicable state securities laws and enter into this Agreement, which shall amend and restate the Initial RRA in its entirety.

NOW,

THEREFORE, in consideration of the promises and the mutual covenants contained herein and other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, the Company and the Buyer hereby agree to amend and restate the terms of

the Initial RRA as follows:

DEFINITIONS.

used in this Agreement, the following terms shall have the following meanings:

“Effective Date” means the date that the applicable Registration Statement has been declared effective by the SEC.

“Investor” means the Buyer, any transferee or assignee thereof to whom a Buyer assigns its rights under this Agreement

in accordance with Section 9 and who agrees to become bound by the provisions of this Agreement, and any transferee or assignee

thereof to whom a transferee or assignee assigns its rights under this Agreement in accordance with Section 9 and who agrees to

become bound by the provisions of this Agreement.

“Person” means any individual or entity including but not limited to any corporation, a limited liability company,

an association, a partnership, an organization, a business, an individual, a governmental or political subdivision thereof or a governmental

agency.

“Register,” “registered,” and “registration” refer to a registration effected

by preparing and filing one or more registration statements of the Company in compliance with the Securities Act and pursuant to Rule

415 under the Securities Act or any successor rule providing for offering securities on a continuous basis (“Rule 415”),

and the declaration or ordering of effectiveness of such registration statement(s) by the United States Securities and Exchange Commission

(the “SEC”).

“Registrable Securities” means (i) all of the Termination Shares (if any), Commitment Shares, Purchase Shares and

Exemption Purchase Shares that may, from time to time, be issued or become issuable to the Investor under the Purchase Agreement (without

regard to any limitation or restriction on purchases), any Filing Default Shares or Effectiveness Default Shares to which Investor may

be entitled under this Agreement, and any and all shares of Common Stock (as defined in the Purchase Agreement) issued or issuable with

respect to the Purchase Shares, Exemption Purchase Shares, Termination Shares, Filing Default Shares, Effectiveness Default Shares or

the Purchase Agreement as a result of any share split, share dividend, recapitalization, exchange or similar event or otherwise, without

regard to any limitation on purchases under the Purchase Agreement.

“Registration Statement” means one or more registration statements (including the Effective Registration Statement,

as defined in Section 2(e)(ii) below) of the Company covering only the resale of the Registrable Securities, including any registration

statement that is effective as of the date of this Agreement, and any prospectus supplement filed pursuant to Rule 424 under the Securities

Act in connection therewith.

REGISTRATION.

Mandatory Registration. The Company shall, within thirty (30) days of the Signing Date (the “Filing Deadline”),

file with the SEC an initial Registration Statement (excluding the Effective Registration Statement, as defined below) covering the maximum

number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and

interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 under the Securities Act at

then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Investor in consultation with

their respective legal counsel, subject to the aggregate number of authorized shares then available for issuance in its Certificate of

Incorporation. The initial Registration Statement shall register only the Registrable Securities, unless otherwise approved by Investor.

The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment

or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give

due consideration to all such comments. The Investor shall promptly furnish all information reasonably requested by the Company for inclusion

therein. The Company shall use its commercially reasonable efforts to have the Registration Statement and any amendment declared effective

by the SEC no later than the Effectiveness Deadline. The Company shall use commercially reasonable efforts to keep the Registration Statement

effective pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable

Securities covered thereby at all times until the date on which the Investor shall have resold all the Registrable Securities covered

thereby and no Available Amount remains under the Purchase Agreement (the “Registration Period”). The Registration

Statement (including any amendments or supplements thereto and prospectuses contained therein) shall 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, in light

of the circumstances in which they were made, not misleading. The parties to this Agreement agree and confirm that as of the date hereof

a portion of the Registrable Securities has already been registered by the Company pursuant to the Effective Registration Statement.

Rule 424 Prospectus. The Company shall, as required by applicable securities regulations, from time to time file with the SEC,

pursuant to Rule 424 promulgated under the Securities Act, the prospectus and prospectus supplements, if any, to be used in connection

with sales of the Registrable Securities under the Registration Statement. The Investor and its counsel shall have a reasonable opportunity

to review and comment upon such prospectus prior to its filing with the SEC, and the Company shall give due consideration to all such

comments. The Investor shall use its commercially reasonable efforts to comment upon such prospectus within one (1) Business Day from

the date the Investor receives the final pre-filing version of such prospectus. By 8:30 a.m. (New York time) on the Business Day immediately

following each Effective Date, the Company shall file with the SEC in accordance with Rule 424(b) under the 1933 Act the final prospectus

to be used in connection with sales pursuant to the applicable Registration Statement (whether or not such a prospectus is technically

required by such rule).

Sufficient Number of Shares Registered. In the event the number of shares available under the Registration Statement is insufficient

to cover all of the Registrable Securities, the Company shall amend the Registration Statement or file a new Registration Statement (a

“New Registration Statement”), so as to cover all of such Registrable Securities (subject to the limitations set forth

in Section 2(a)) as soon as practicable, but in any event not later than fourteen (14) calendar days after the necessity therefor

arises, subject to any limits that may be imposed by the SEC pursuant to Rule 415 under the Securities Act. The Company shall use its

reasonable best efforts to cause such amendment and/or New Registration Statement to become effective as soon as practicable following

the filing thereof.

Offering. If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a

Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration

Statement to become effective and be used for resales by the Investor under Rule 415 at then-prevailing market prices (and not fixed

prices), or if after the filing of the initial Registration Statement with the SEC pursuant to Section 2(a), the Company is otherwise

required by the Staff or the SEC to reduce the number of Registrable Securities included in such initial Registration Statement, then

the Company shall reduce the number of Registrable Securities to be included in such initial Registration Statement (with the prior consent

of the Investor and its legal counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff

and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. In the event of any reduction in

Registrable Securities pursuant to this paragraph, the Company shall file one or more New Registration Statements in accordance with

Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared

effective and the prospectus contained therein is available for use by the Investor. Notwithstanding any provision herein or in the Purchase

Agreement to the contrary, the Company’s obligations to register Registrable Securities (and any related conditions to the Investor’s

obligations) shall be qualified as necessary to comport with any requirement of the SEC or the Staff as addressed in this Section

2(d).

Effect of Failure to File and Obtain and Maintain Effectiveness of any Registration Statement.

(i)

If the initial Registration Statement pursuant to Section 2(a) covering the resale of all of the Registrable Securities required

to be covered thereby (disregarding any reduction pursuant to Section 2(d)) and required to be filed by the Company pursuant to this

Agreement is not filed with the SEC on or before the Filing Deadline for such Registration Statement (a “Filing Failure”)

(it being understood that any delay as the result of the Investor’s failure to promptly furnish all information reasonably requested

by the Company for inclusion in such Registration Statement shall not constitute a Filing Failure), then, as partial relief for the damages

to Investor by reason of any such delay in its ability to sell the underlying Common Stock (which remedy shall not be exclusive of any

other remedies available at law or in equity, including, without limitation, specific performance), the Company shall issue to the Investor

25,000 shares of Common Stock (“Filing Default Shares”), not later than two (2) Trading Days after such Filing Failure.

(ii)

If a Registration Statement covering the resale of all of the Registrable Securities required to be covered thereby (disregarding any

reduction pursuant to Section 2(d)) and required to be filed by the Company pursuant to this Agreement (x) is not declared effective

by the SEC on or before the Effectiveness Deadline (as defined below) for such Registration Statement (an “Effectiveness Failure”)

(it being understood that any delay as the result of the Investor’s failure to promptly furnish all information reasonably requested

by the Company for inclusion in such Registration Statement, or any delay caused solely by a requirement of the Staff or the SEC to reduce

the number of Registrable Securities included in such Registration Statement, shall not constitute an Effectiveness Failure), or (y)

if on the Business Day immediately following the Effective Date for such Registration Statement the Company shall not have filed a “final”

prospectus for such Registration Statement with the SEC under Rule 424 in accordance with Section 2(b) (whether or not such a prospectus

is technically required by such rule), then, as partial relief for the damages to Investor by reason of any such delay in its ability

to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity,

including, without limitation, the remedies set forth in Section 2(e)(i) above), the Company shall promptly issue to the Investor 25,000

shares of Common Stock (“Effectiveness Default Shares”), but not later than two (2) Trading Days after such Effectiveness

Failure. “Effectiveness Deadline” means (i) with respect to the initial Registration Statement (and excluding the

Registration Statement (Reg. No. 333-289849) declared effective by the SEC on September 22, 2025 (the “Effective Registration

Statement”)) required to be filed pursuant to Section 2(a), the earlier of the (A) 60th calendar day following the Signing

Date (or, if such Registration Statement is subject to a full review by the SEC, the 90th calendar day after the Signing Date) and (B)

2nd Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that such Registration

Statement will not be reviewed or will not be subject to further review and (ii) with respect to any additional Registration Statements

that may be required to be filed by the Company pursuant to this Agreement, the earlier of the (A) 30th calendar day following the date

on which the Company was required to file such additional Registration Statement (or, if such Registration Statement is subject to a

full review by the SEC, the 90th calendar day after such required filing date) and (B) 2nd Business Day after the date the Company is

notified (orally or in writing, whichever is earlier) by the SEC that such Registration Statement will not be reviewed or will not be

subject to further review.

RELATED OBLIGATIONS.

With

respect to the Registration Statement and whenever any Registrable Securities are to be registered pursuant to Section 2 including

on any New Registration Statement, the Company shall use its reasonable best efforts to effect the registration of the Registrable Securities

in accordance with the intended method of disposition thereof and, pursuant thereto, the Company shall have the following obligations:

The Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to any registration

statement and the prospectus used in connection with such registration statement, which prospectus is to be filed pursuant to Rule 424

promulgated under the Securities Act, as may be necessary to keep the Registration Statement or any New Registration Statement effective

at all times during the Registration Period, and, during such period, comply with the provisions of the Securities Act with respect to

the disposition of all Registrable Securities of the Company covered by the Registration Statement or any New Registration Statement

until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition

by the Investor as set forth in such registration statement.

The Company shall permit the Investor to review and comment upon the Registration Statement or any New Registration Statement and all

amendments and supplements thereto at least two (2) Business Days prior to their filing with the SEC, and not file any document in a

form to which Investor reasonably objects. The Investor shall use its commercially reasonable efforts to comment upon the Registration

Statement or any New Registration Statement and any amendments or supplements thereto within two (2) Business Days from the date the

Investor receives the final version thereof. The Company shall furnish to the Investor, without charge any correspondence from the SEC

or the staff of the SEC to the Company or its representatives relating to the Registration Statement or any New Registration Statement.

Upon request of the Investor, the Company shall furnish to the Investor, (i) promptly after the same is prepared and filed with the SEC,

at least one copy of such registration statement and any amendment(s) thereto, including financial statements and schedules, all documents

incorporated therein by reference and all exhibits, (ii) upon the effectiveness of any registration statement, a copy of the prospectus

included in such registration statement and all amendments and supplements thereto (or such other number of copies as the Investor may

reasonably request) and (iii) such other documents, including copies of any preliminary or final prospectus, as the Investor may reasonably

request from time to time in order to facilitate the disposition of the Registrable Securities owned by the Investor. For the avoidance

of doubt, any filing available to the Investor via the SEC’s EDGAR system shall be deemed “furnished to the Investor”

hereunder.

The Company shall use commercially reasonable efforts to (i) register and qualify, unless an exemption from registration and qualification

is available, the Registrable Securities covered by a registration statement under such other securities or “blue sky” laws

of such jurisdictions in the United States as the Investor reasonably requests, (ii) prepare and file in those jurisdictions, such amendments

(including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness

thereof during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications

in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the

Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith

or as a condition thereto to (x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for

this Section 3(d), (y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent to service of

process in any such jurisdiction. The Company shall promptly notify the Investor who holds Registrable Securities of the receipt by the

Company of any notification with respect to the suspension of the registration or qualification of any of the Registrable Securities

for sale under the securities or “blue sky” laws of any jurisdiction in the United States or its receipt of actual notice

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

As promptly as reasonably practicable after becoming aware of such event or facts, the Company shall notify the Investor in writing of

the happening of any event or existence of such facts as a result of which the prospectus included in any registration statement, as

then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary

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

such notice contain any material, non-public information regarding the Company), and, as promptly as reasonably practicable, prepare

a supplement or amendment to such registration statement to correct such untrue statement or omission, and deliver a copy of such supplement

or amendment to the Investor (or such other number of copies as the Investor may reasonably request). The Company shall also promptly

notify the Investor in writing (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed, and when

a registration statement or any post-effective amendment has become effective (notification of such effectiveness shall be delivered

to the Investor by email on the same day of such effectiveness and by overnight mail), (ii) of any request by the SEC for amendments

or supplements to any registration statement or related prospectus or related information, and (iii) of the Company’s reasonable

determination that a post-effective amendment to a registration statement would be appropriate.

The Company shall use its commercially reasonable efforts to prevent the issuance of any stop order or other suspension of effectiveness

of any registration statement, or the suspension of the qualification of any Registrable Securities for sale in any jurisdiction and,

if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and to

notify the Investor of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat

of any proceeding for such purpose.

The Company shall use commercially reasonable efforts to (i) cause all the Registrable Securities to be listed on each securities exchange

on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registrable Securities

is then permitted under the rules of such exchange, or (ii) secure designation and quotation of all the Registrable Securities on the

Principal Market. The Company shall pay all fees and expenses in connection with satisfying its obligation under this Section 3.

The Company shall cooperate with the Investor to facilitate the timely preparation and delivery of certificates (not bearing any restrictive

legend) representing the Registrable Securities to be offered pursuant to any registration statement and enable such certificates to

be in such denominations or amounts as the Investor may reasonably request and registered in such names as the Investor may request.

The Company shall at all times provide a Transfer Agent with respect to its Common Stock.

If reasonably requested by the Investor, the Company shall (i) promptly incorporate in a prospectus supplement or post-effective amendment

such information as the Investor believes should be included therein relating to the sale and distribution of Registrable Securities,

including, without limitation, information with respect to the number of Registrable Securities being sold, the purchase price being

paid therefor and any other terms of the offering of the Registrable Securities; (ii) make all required filings of such prospectus supplement

or post-effective amendment as soon as reasonably practicable upon notification of the matters to be incorporated in such prospectus

supplement or post-effective amendment; and (iii) supplement or make amendments to any registration statement.

The Company shall use its commercially reasonable efforts to cause the Registrable Securities covered by any registration statement to

be registered with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of

such Registrable Securities.

Within two (2) Business Days after any registration statement which includes the Registrable Securities is ordered effective by the SEC,

the Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities

(with copies to the Investor) confirmation that such registration statement has been declared effective by the SEC in the form attached

hereto as Exhibit A. Thereafter, if requested by the Investor at any time, the Company shall require its counsel to deliver to

the Investor a written confirmation whether or not the effectiveness of such registration statement has lapsed at any time for any reason

(including, without limitation, the issuance of a stop order) and whether or not the registration statement is current and available

to the Investor for sale of all of the Registrable Securities.

The Company shall take all other reasonable actions necessary to expedite and facilitate disposition by the Investor of Registrable Securities

pursuant to any registration statement.

OBLIGATIONS OF THE INVESTOR.

The Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor in connection with

any registration statement hereunder. The Investor shall furnish to the Company such information regarding itself, the Registrable Securities

held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect

the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company

may reasonably request.

The Investor agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing

of any registration statement hereunder.

The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind

described in Section 3(f) or the first sentence of Section 3(e), the Investor will immediately discontinue disposition

of Registrable Securities pursuant to any registration statement(s) covering such Registrable Securities until the Investor’s receipt

of the copies of the supplemented or amended prospectus contemplated by Section 3(e) or notice of the resolution of the applicable

stop order or suspension contemplated by Section 3(f). Notwithstanding anything to the contrary, the Company shall cause its transfer

agent to promptly deliver shares of Common Stock without any restrictive legend in accordance with the terms of the Purchase Agreement

in connection with any sale of Registrable Securities with respect to which an Investor has entered into a contract for sale prior to

the Investor’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(f)

or the first sentence of Section 3(e) and for which the Investor has not yet settled.

EXPENSES OF REGISTRATION.

All

reasonable expenses of the Company, other than sales or brokerage commissions, incurred in connection with registrations, filings or

qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualifications

fees, printers and accounting fees, and fees and disbursements of counsel for the Company, shall be paid by the Company. The Company

shall reimburse Sullivan & Worcester LLP for its fees and disbursements in connection with registration, filing or qualification

pursuant to Sections 2 and 3 of this Agreement.

INDEMNIFICATION.

To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor, each Person,

if any, who controls the Investor, the members, managers, directors, officers, partners, employees, agents, representatives of the Investor

and each Person, if any, who controls the Investor within the meaning of the Securities Act or the Securities Exchange Act of 1934, as

amended (the “Exchange Act”) (each, an “Indemnified Person”), against any third party losses, claims,

damages, liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys’ fees, amounts paid in settlement (with

the prior written consent of the Company, such consent not to be unreasonably withheld) or expenses, joint or several, (collectively,

“Claims”) reasonably incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding,

investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body

or the SEC, whether pending or threatened, whether or not an indemnified party is or may be a party thereto (“Indemnified Damages”),

to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect

thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in the Registration

Statement, any New Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification

of the offering under the securities or other “blue sky” laws of any jurisdiction in which Registrable Securities are offered

(“Blue Sky Filing”), or the omission or alleged omission to state a material fact required to be stated therein or

necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained

in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or

the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances

under which the statements therein were made, not misleading, (iii) any violation or alleged violation by the Company of the Securities

Act, the Exchange Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating

to the offer or sale of the Registrable Securities pursuant to the Registration Statement or any New Registration Statement (the matters

in the foregoing clauses (i) through (iii) being, collectively, “Violations”). The Company shall reimburse each Indemnified

Person promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred

by them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the

indemnification agreement contained in this Section 6(a): (i) shall not apply to a Claim by an Indemnified Person arising out

of or based upon a Violation which occurs in reliance upon and in conformity with information about the Investor furnished in writing

to the Company by such Indemnified Person expressly for use in connection with the preparation of the Registration Statement, any New

Registration Statement or any such amendment thereof or supplement thereto, if such prospectus was made available by the Company pursuant

to Section 3(c) or Section 3(e); (ii) with respect to any superseded prospectus, shall not inure to the benefit of any

such person from whom the person asserting any such Claim purchased the Registrable Securities that are the subject thereof (or to the

benefit of any person controlling such person) if the untrue statement or omission of material fact contained in the superseded prospectus

was corrected in the revised prospectus, as then amended or supplemented, if such revised prospectus was timely made available by the

Company pursuant to Section 3(c) or Section 3(e), and the Indemnified Person was promptly advised in writing not to use

the incorrect prospectus prior to the use giving rise to a violation and such Indemnified Person, notwithstanding such advice, used it;

(iii) shall not be available to the extent such Claim is based on a failure of the Investor to deliver or to cause to be delivered the

prospectus made available by the Company, if such prospectus was timely made available by the Company pursuant to Section 3(c)

or Section 3(e); and (iv) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the

prior written consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and

effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the transfer of the Registrable

Securities by the Investor pursuant to Section 9.

In connection with the Registration Statement or any New Registration Statement, the Investor agrees to indemnify, hold harmless and

defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each of its directors, each of

its officers who signs the Registration Statement or any New Registration Statement, each Person, if any, who controls the Company within

the meaning of the Securities Act or the Exchange Act (collectively and together with an Indemnified Person, an “Indemnified

Party”), against any Claim or Indemnified Damages to which any of them may become subject, under the Securities Act, the Exchange

Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or are based upon any Violation, in each case to the extent,

and only to the extent, that such Violation occurs in reliance upon and in conformity with written information about the Investor set

forth on Exhibit B attached hereto and furnished to the Company by the Investor expressly for use in connection with such registration

statement or from the failure of the Investor to deliver or so cause to be delivered the prospectus made available by the Company, if

such prospectus was timely made available by the Company pursuant to Section 3(c) or Section 3(e); and, subject to Section

6(d), the Investor will reimburse any legal or other expenses reasonably incurred by them in connection with investigating or defending

any such Claim; provided, however, that the indemnity agreement contained in this Section 6(b) and the agreement with respect

to contribution contained in Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement is effected

without the prior written consent of the Investor, which consent shall not be unreasonably withheld; provided, further, however, that

the Investor shall be liable under this Section 6(b) for only that amount of a Claim or Indemnified Damages as does not exceed

the net proceeds to the Investor as a result of the sale of Registrable Securities pursuant to such registration statement. Such indemnity

shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive

the transfer of the Registrable Securities by the Investor pursuant to Section 9.

Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any

action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party

shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying

party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent

the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof

with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be;

provided, however, that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses

to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation

by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential

differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding.

The Indemnified Party or Indemnified Person shall cooperate fully with the indemnifying party in connection with any negotiation or defense

of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available

to the Indemnified Party or Indemnified Person which relates to such action or claim. The indemnifying party shall keep the Indemnified

Party or Indemnified Person fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto.

No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent, provided,

however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without

the consent of the Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise

which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified

Person of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the

indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person with respect to all third parties,

firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying

party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the

Indemnified Person or Indemnified Party under this Section 6, except to the extent that the indemnifying party is prejudiced in

its ability to defend such action.

The indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the

investigation or defense, as and when bills are received, or Indemnified Damages are incurred.

The indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party or

Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant

to applicable law.

CONTRIBUTION.

the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum

contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted

by law; provided, however, that: (i) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of

Section 11(f) of the Securities Act) shall be entitled to contribution from any seller of Registrable Securities who was not guilty

of fraudulent misrepresentation; and (ii) contribution by any seller of Registrable Securities shall be limited in amount to the net

amount of proceeds received by such seller from the sale of such Registrable Securities.

REPORTS AND DISCLOSURE UNDER THE SECURITIES ACTS.

With

a view to making available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or

regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule

144”), the Company agrees, at the Company’s sole expense, so long as the Investor owns Registrable Securities, to use

reasonable best efforts to:

make and keep public information available, as those terms are understood and defined in Rule 144;

file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange

Act so long as the Company remains subject to such requirements and the filing of such reports and other documents is required for the

applicable provisions of Rule 144;

furnish to the Investor so long as the Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company

that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most recent

annual report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be

reasonably requested to permit the Investor to sell such securities pursuant to Rule 144 without registration; and

take such additional action as is requested by the Investor to enable the Investor to sell the Registrable Securities pursuant to Rule

144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the Company’s

Transfer Agent as may be requested from time to time by the Investor and otherwise fully cooperate with Investor and Investor’s

broker to effect such sale of securities pursuant to Rule 144.

The

Company agrees that damages may be an inadequate remedy for any breach of the terms and provisions of this Section 8 and that

Investor shall, whether or not it is pursuing any remedies at law, be entitled to seek equitable relief in the form of a preliminary

or permanent injunction, without having to post any bond or other security, upon any breach or threatened breach of any such terms or

provisions.

9. ASSIGNMENT OF REGISTRATION RIGHTS.

The

Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Investor; provided,

however, that any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company

remains the surviving entity immediately after such transaction shall not be deemed to be an assignment. The Investor may not assign

its rights under this Agreement without the written consent of the Company, other than to an affiliate of the Investor.

10.

AMENDMENT OF REGISTRATION RIGHTS.

provision of this Agreement may be amended or waived by the parties from and after the date that is one Business Day immediately preceding

the initial filing of the Registration Statement with the SEC. Subject to the immediately preceding sentence, no provision of this Agreement

may be (i) amended other than by a written instrument signed by both parties hereto or (ii) waived other than in a written instrument

signed by the party against whom enforcement of such waiver is sought. Failure of any party to exercise any right or remedy under this

Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.

11.

MISCELLANEOUS.

A Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable

Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the same

Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from the registered owner of

such Registrable Securities.

Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in

writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by email

(provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one

(1) Business Day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party

to receive the same. The addresses for such communications shall be:

to the Company:

Callan

JMB Inc.

244

Flightline Drive

Spring

Branch, Texas 78070

Attention:

Donna Williams

Email:

DWilliams@coldchain-tech.com

With

a copy (for informational purposes only) to:

Sichenzia

Ross Ference Carmel LLP

1185

Avenue of the Americas, 26th floor

New

York, NY 10036

Attention:

Ross David Carmel, Esq.

Email:

rcarmel@srfc.law

to the Transfer Agent:

ClearTrust

LLC

16540

Point Village Drive,

Lutz,

FL 33558

Attention:

Yonah Kopstick, Operations Specialist

Email:

inbox@cleartrusttransfer.com

to Buyer:

set forth in the Purchase Agreement.

to Legal Counsel:

Sullivan

& Worcester LLP

1251

Avenue of the Americas, 19th Floor

New

York, NY 10020

Attention:

David Danovitch, Esq.

Email:

ddanovitch@sullivanlaw.com

at such other address and/or to the attention of such other person as the recipient party has specified by written notice given to each

other party three (3) Business Days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient

of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s email account

containing the time, date, recipient email address, as applicable, and an image of the first page of such transmission or (C) provided

by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by email or receipt

from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.

The corporate laws of the state of New York shall govern all issues concerning the relative rights of the parties. All other questions

concerning the construction, validity, enforcement and interpretation of this Agreement, the Purchase Agreement and the other Transaction

Documents shall be governed by the internal laws of the state of New York, without giving effect to any choice of law or conflict of

law provision or rule (whether of the state of New York or any other jurisdictions) that would cause the application of the laws of any

jurisdictions other than the state of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the courts sitting

in the state of New York, county of New York for the adjudication of any dispute hereunder or under the other Transaction Documents or

in connection therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not

to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that

such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper.

Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding

by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall

constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any

right to serve process in any manner permitted by law. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction,

such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction

or the validity or enforceability of any provision of this Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES

ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH

OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

This Agreement and the Purchase Agreement constitute the entire agreement among the parties hereto with respect to the subject matter

hereof and thereof. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein

and therein. This Agreement and the Purchase Agreement supersede all prior agreements and understandings (including the Initial RRA and

the Initial Purchase Agreement) among the parties hereto with respect to the subject matter hereof and thereof.

Subject to the requirements of Section 9, this Agreement shall inure to the benefit of and be binding upon the successors and

permitted assigns of each of the parties hereto.

The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

This Agreement may be executed in identical counterparts, each of which shall be deemed an original but all of which shall constitute

one and the same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by e-mail in a “.pdf”

format data file of a copy of this Agreement bearing the signature of the party so delivering this Agreement.

Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all

such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent

and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules

of strict construction will be applied against any party.

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

the benefit of, nor may any provision hereof be enforced by, any other Person.

This Agreement contains the entire agreement of the parties with respect to the subject matter hereof and supersedes and replaces the

Initial RRA.

[signature

page follows]

WITNESS WHEREOF, the Company and the Investor have caused this First Amended and Restated Registration Rights Agreement to be duly

executed as of the date first written above.

THE

COMPANY:

CALLAN

JMB INC.

By:

Name:

Wayne

Williams

Title:

Chief

Executive Officer

BUYER:

By:

Name:

Title:

Manager

EXHIBIT

FIRST AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

FORM

OF NOTICE OF EFFECTIVENESS

REGISTRATION STATEMENT

[Date]

[TRANSFER

AGENT]

___________________

Re:

[__________]

Ladies

and Gentlemen:

Reference

is made to that certain First Amended and Restated Purchase Agreement, dated as of August 18, 2026 (the “Purchase Agreement”),

entered into by and between Callan JMB Inc., a Nevada corporation (the “Company”), and _______________________ (the

“Buyer”), pursuant to which the Company may from time to time issue and sell to the Buyer shares of common stock,

par value $0.001 per share (the “Common Stock”), in an amount up to Seventy-Five Million U.S. Dollars (US$75,000,000),

in accordance with the terms of the Purchase Agreement. In connection with the transactions contemplated by the Purchase Agreement, the

Company has registered with the U.S. Securities & Exchange Commission the following shares of Common Stock:

(1)

to [____________] shares of Common Stock to be issued to the Buyer upon purchase by the Buyer from the Company from time to time

(the “Purchase Shares”);

(2)

to [____________] shares of Common Stock which may be issued to the Buyer upon an Exemption Purchase (as defined in the Purchase

Agreement) by the Buyer from the Company from time to time (the “Exemption Purchase Shares”);

(3)

[________]

shares of Common Stock which may be issued to the Buyer as a termination fee on the date of the Purchase Agreement (the “Termination

Shares”);

(4)

25,000

shares of Common Stock which may be issued to Buyer as Filing Default Shares pursuant to the terms of the Registration Rights Agreement

(the “Filing Default Shares”); and

(5)

25,000

shares of Common Stock which may be issued to Buyer pursuant to the terms of the Registration Rights Agreement as Effectiveness Default

Shares (the “Effectiveness Default Shares”).

Pursuant

to the Purchase Agreement, the Company also has entered into a First Amended and Restated Registration Rights Agreement, dated as of

August 18, 2026, with the Buyer (the “Registration Rights Agreement”), pursuant to which the Company agreed, among

other things, to register for resale the Purchase Shares, the Exemption Purchase Shares, any Termination Shares, any Filing Default Shares,

and any Effectiveness Default Shares under the Securities Act of 1933, as amended (the “Securities Act”). In connection

with the Company’s obligations under the Purchase Agreement and the Registration Rights Agreement, on [_____________], 2026, the

Company filed a Registration Statement (File No. 333-[_________]) (the “Registration Statement”) with the Securities

and Exchange Commission (the “SEC”) relating to the resale of the Purchase Shares, the Exemption Purchase Shares,

the Termination Shares, Filing Default Shares, and Effectiveness Default Shares.

connection with the foregoing, we advise you that a member of the SEC’s staff has advised us by telephone that the SEC has entered

an order declaring the Registration Statement effective under the Securities Act at [_____] [A.M./P.M.] on [__________], 2026 and we

have no knowledge, after reviewing the list of stop orders on the SEC’s website, that any stop order suspending its effectiveness

has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Purchase Shares, the Exemption

Purchase Shares, the Termination Shares, the Filing Default Shares and the Effectiveness Default Shares are available for resale under

the Securities Act pursuant to the Registration Statement and may be issued without any restrictive legend.

Very

truly yours,

[NAME]

By:

cc:

EXHIBIT

FIRST AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

Information

About the Investor Furnished to The Company by The Investor

Expressly

for Use in Connection with The Registration Statement

Information

with Respect to Investor

of the date of the Purchase Agreement, ____________________________ LLC, beneficially owned [___________] shares of Common Stock. ______________________________

are deemed to be beneficial owners of all of the shares of Common Stock owned by _______________________. ________________________[has

sole][have shared] voting and investment power over the shares being offered under the prospectus filed with the SEC in connection with

the transactions contemplated under the Purchase Agreement. __________________ is not a licensed broker dealer or an affiliate of a licensed

broker-dealer.

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