Form 8-K

8-K — Volato Group, Inc.

Accession: 0001493152-26-030377

Filed: 2026-06-29

Period: 2026-06-23

CIK: 0001853070

SIC: 4522 (AIR TRANSPORTATION, NONSCHEDULED)

Item: Entry into a Material Definitive Agreement

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

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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)

THE SECURITIES EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): June 23, 2026

VOLATO

GROUP, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-41104

86-2707040

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1954

Airport Road, Suite 124

Chamblee,

GA 30341

(Address

of principal executive offices) (zip code)

844-399-8998

Registrant’s

telephone number, including area code

(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

Class

A Common Stock

SOAR

NYSE

American LLC

Warrants,

each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50

SOARW

OTC

Markets Group, Inc.

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.

June 28, 2026, Volato Group, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”), dated as of June 27, 2026,

with certain investors (collectively, the “Investors”) for the sale by the Company of an aggregate of 11,038,767 shares (the

“Shares”) of the Company’s Class A common stock, par value $0.0001 per share, at a per share price of $0.165 in a registered

direct offering. The closing of the offering is subject to the satisfaction of certain customary closing conditions including, without

limitation, approval by the NYSE American LLC of a supplemental listing application for the Shares. The Company expects to receive gross

proceeds of approximately $1,821,397.02 from the offering, before deducting transaction fees and offering expenses payable by the Company.

The Shares are being offered directly to the Investors, without a placement agent or underwriter. As a result, the Company is not paying

underwriting discounts or commissions in connection with the offering.

The

Purchase Agreement contains customary mutual representations and warranties, as well as indemnification provisions and covenants by the

Company, including agreements by the Company not to (i) issue, enter into any agreement to issue, or announce the issuance or proposed

issuance of any shares of common stock or Common Stock Equivalents (as defined in the Purchase Agreement) for a period of thirty days

after the closing, (ii) file any registration statement, or any amendment or supplement thereto, other than the Prospectus Supplement

(as defined below) or a registration statement on Form S-8 in connection with any employee benefit plan for a period of thirty days after

the closing, and (iii) enter into any Variable Rate Transactions (as defined in the Purchase Agreement and subject to certain exceptions)

for a period of nine months after the closing. We also agreed to reimburse the Investors for all costs and expenses incurred by them

or their respective affiliates in connection with the structuring, documentation, negotiation, and closing of the transactions, subject

to a cap of $25,000.

Among

other things, each Investor represented to the Company that it is an “accredited investor” (as such term is defined in Rule

501(a) of Regulation D under the Securities Act). The Company offered and will issue the Shares in reliance upon the exemptions from

registration contained in Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder, based in part on representations

made by the Investors. The securities were offered without any general solicitation by the Company or its representatives and no sales

commissions were paid in connection with the sales of these securities.

The

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

text of the Purchase Agreement, a form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein

by reference.

The

offering of the Shares is being made pursuant to a shelf registration statement on Form S-3 (File No. 333-290219), which was originally

filed by the Company with the Securities and Exchange Commission on September 12, 2025, and was declared effective by the U.S. Securities

and Exchange Commission (the “SEC”) on September 30, 2025. This Current Report on Form 8-K is not an offer to sell or a solicitation

of an offer to buy any securities, nor will there be any sales of securities in any jurisdiction in which such offer, solicitation or

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

Item

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

June 23, 2026, Alan Gaines notified the Company of his resignation from the Company’s Board of Directors (the “Board”),

effective June 24, 2026. Following the termination of the merger agreement with M2i Global, Inc. on June 4, 2026, the Company publicly

stated its intent to seek potential transactions in the AI and digital infrastructure sector. Mr. Gaines advised the Company that he

is the founder and executive chairman of a digital infrastructure company that could be viewed as a potential competitor as the Company

evaluates its strategic alternatives in the sector. In light of this affiliation, Mr. Gaines notified the Company that he determined

to resign to permit the Board to evaluate potential strategic transactions without any perceived conflict. Mr. Gaines’ resignation

was not the result of any disagreement with the Company, its management, the Board, or any committee of the Board on any matter relating

to the Company’s operations, policies, or practices.

Forward

Looking Statements

This

Current Report on Form 8-K contains certain statements that may be deemed to be “forward-looking statements” within the federal

securities laws, including the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Forward-looking statements

can be identified by the fact that they do not relate strictly to historical or current facts. They often include words or variation

of words such as “expects,” “anticipates,” “intends,” “plans,” “believes,”

“seeks,” “estimates,” “projects,” “forecasts,” “targets,” “would,”

“will,” “should,” “goal,” “could” or “may” or other similar expressions.

Forward-looking statements provide management or the board’s current expectations or predictions of future conditions, events,

or results. All statements that address operating performance, events, or developments that may occur in the future are forward-looking

statements, including statements regarding the challenges associated with executing our growth strategy, developing, marketing and consistently

delivering high-quality services that meet customer expectations. All forward-looking statements speak only as of the date they are made

and reflect the Company’s good faith beliefs, assumptions, and expectations, but they are not guarantees of future performance

or events. Furthermore, the Company disclaims any obligation to publicly update or revise any forward-looking statement, except as required

by law. By their nature, forward-looking statements are subject to risks and uncertainties that could cause actual results to differ

materially from those suggested by the forward-looking statements. Factors that might cause such differences include, but are not limited

to, the risk that the Reverse Stock Split may not have the effect of increasing the trading price of the Company’s Common Stock,

the risk that the Company may not be able to maintain compliance with all continued listing requirements, and a variety of economic,

competitive, and regulatory factors, many of which are beyond the Company’s control, that are described in the Company’s

periodic reports filed with the SEC including its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, subsequent

reports filed with the SEC, and other factors that the Company may describe from time to time in other filings with the SEC. You should

understand that it is not possible to predict or identify all such factors and, consequently, you should not consider any such list to

be a complete set of all potential risks or uncertainties.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

10.1

Form of Securities Purchase Agreement, dated June 27, 2026, between Volato Group, Inc. and the Investors party thereto.

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:

June 29, 2026

Volato

Group, Inc.

By:

/s/

Mark Heinen

Name:

Mark

Heinen

Title:

Chief

Financial Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

FORM

OF SECURITIES PURCHASE AGREEMENT

This

Securities Purchase Agreement (this “Agreement”) is dated as of June 27, 2026, between Volato Group, Inc., a Delaware

corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors

and assigns, a “Purchaser” and collectively the “Purchasers”).

WHEREAS,

subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities

Act (as defined below), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires

to purchase from the Company, securities of the Company as more fully described in this Agreement.

NOW,

THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt

and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

ARTICLE

DEFINITIONS

1.1

Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms

have the meanings set forth in this Section 1.1:

“Acquiring

Person” shall have the meaning ascribed to such term in Section 4.5.

“Action”

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

“Affiliate”

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

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

“BHCA”

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

“Board

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

“Business

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

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

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

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

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

open for use by customers on such day.

“Closing”

means the closing of the purchase and sale of the Shares pursuant to Section 2.1.

“Closing

Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties

thereto, and all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount and (ii) the Company’s

obligations to deliver the Shares, in each case, have been satisfied or waived.

“Commission”

means the United States Securities and Exchange Commission.

“Common

Stock” means the common stock of the Company, par value $0.0001 per share, and any other class of securities into which such

securities may hereafter be reclassified or changed.

“Common

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

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

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

“Company

Counsel” means Dykema Gossett PLLC, with offices at 111 East Kilbourn Avenue, Suite 1050, Milwaukee, WI 53202.

“Evaluation

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

“Exchange

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

“Exempt

Issuance” means the issuance of (a) shares of Common Stock, options, or other equity-based securities to employees, officers

or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members

of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services

rendered to the Company, (b) securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding

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

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

with stock splits or combinations) or to extend the term of such securities, (c) securities issued pursuant to acquisitions or strategic

transactions approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted

securities” (as defined in Rule 144), and provided that any such issuance shall only be to a Person (or to the equityholders of

a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the

business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include

a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business

is investing in securities, and (d) securities issued pursuant to or in connection with agreements pertaining to convertible debt securities

by and between the Company and a third party prior to the date hereof, provided that such securities have not been amended since the

date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price

of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities.

“FCPA”

means the Foreign Corrupt Practices Act of 1977, as amended.

“Federal

Reserve” shall have the meaning ascribed to such term in Section 3.1(mm).

“GAAP”

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

“Indebtedness”

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

“Intellectual

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

“Liens”

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

“Material

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

“Material

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

“Per

Share Purchase Price” equals $0.165, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations

and other similar transactions of the Common Stock that occur after the date of this Agreement and prior to the Closing Date.

“Person”

means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability

company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Proceeding”

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

such as a deposition), whether commenced or threatened.

“Prospectus”

means the base prospectus filed for the Registration Statement, including all information, documents and exhibits filed with or incorporated

by reference into such prospectus.

“Prospectus

Supplement” means the supplement to the Prospectus complying with Rule 424(b) of the Securities Act, including all information,

documents and exhibits filed with or incorporated by reference into such prospectus supplement, that is filed with the Commission and

delivered by the Company to each Purchaser at the Closing.

“Purchaser

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

“Registration

Statement” means the effective registration statement on Form S-3 (File No. 333-290219) filed with the Commission, including

all information, documents and exhibits filed with or incorporated by reference into such registration statement, which registers the

issuance and sale of the Shares to the Purchasers.

“Required

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

“Rule

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

from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect

as such Rule.

“Rule

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

from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect

as such Rule.

“SEC

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

“Securities

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

“Shares”

means the shares of Common Stock issued or issuable to each Purchaser pursuant to this Agreement.

“Short

Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be

deemed to include locating and/or borrowing shares of Common Stock).

“Subscription

Amount” means, as to each Purchaser, the aggregate amount to be paid for Shares purchased hereunder as specified below such

Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription Amount,” in United States

dollars and in immediately available funds.

“Subsidiary”

means any subsidiary of the Company as set forth on Exhibit 21.2 of the Annual Report on Form 10-K filed by the Company with the Commission

on March 12, 2026.

“Trading

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

“Trading

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

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

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

“Transaction

Documents” means this Agreement, all exhibits and schedules thereto and hereto and any other documents or agreements executed

in connection with the transactions contemplated hereunder.

“Transfer

Agent” means Continental Stock Transfer & Trust Company, the current transfer agent of the Company, with a mailing address

of One State Street Plaza, 30th Floor, New York, NY 10004 and an email address of cstmail@continentalstock.com, and any successor

transfer agent of the Company.

“Variable

Rate Transaction” shall have the meaning ascribed to such term in Section 4.11(b).

ARTICLE

II.

PURCHASE AND SALE

2.1 Closing.

On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers, severally

and not jointly, agree to purchase an aggregate of 11,038,767 Shares for an aggregate purchase amount of approximately $1,821,397. Each

Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for

“Delivery Versus Payment” (“DVP”) settlement with the Company or its designee. The Company shall deliver

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

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

2.2 and 2.3, the Closing shall take place remotely by electronic transmission of the Closing documentation. Settlement of the Shares

shall occur via DVP (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses

and released by the Transfer Agent directly to the account(s) identified by each Purchaser; upon receipt of such Shares, the Company

shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by wire transfer to

the Company). Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by

the Company and an applicable Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement

Period”), such Purchaser sells to any Person all, or any portion, of the Shares to be issued hereunder to such Purchaser at

the Closing (collectively, the “Pre-Settlement Shares”), such Purchaser shall, automatically hereunder (without any

additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, and the Company shall

be deemed unconditionally bound to sell, such Pre-Settlement Shares to such Purchaser at the Closing; provided, that the Company shall

not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s receipt of the purchase price of

such Pre-Settlement Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not

constitute a representation or covenant by such Purchaser as to whether or not during the Pre-Settlement Period such Purchaser shall

sell any shares of Common Stock to any Person and that any such decision to sell any shares of Common Stock by such Purchaser shall solely

be made at the time such Purchaser elects to effect any such sale, if any.

2.2 Deliveries.

(a) On

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

(i) this

Agreement duly executed by the Company;

(ii) a

legal opinion of Company Counsel, directed to the Purchasers, in form and substance reasonably acceptable to the Purchasers;

(iii) the

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

Executive Officer or Chief Financial Officer;

(iv) subject

to Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited

basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’s

Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser; and

(v) the

Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act).

(b) On

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

(i) this

Agreement duly executed by such Purchaser; and

(ii) such

Purchaser’s Subscription Amount, which shall be made available for DVP settlement with the Company or its designee.

2.3 Closing

Conditions.

(a) The

obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:

(i) the

accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect,

in all respects) when made and on the Closing Date of the representations and warranties of the Purchasers contained herein (unless such

representation or warranty is as of a specific date therein in which case they shall be accurate in all material respects (or, to the

extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date);

(ii) all

obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed;

(iii) the

delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement; and

(iv)

the Company shall have filed an additional listing application with the principal Trading Market with respect to the Shares, and such

application shall have been approved by the principal Trading Market.

(b) The

respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:

(i) the

accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect,

in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless such

representation or warranty is as of a specific date therein in which case they shall be accurate in all material respects (or, to the

extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date);

(ii) all

obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;

(iii) the

delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;

(iv) there

shall have been no Material Adverse Effect with respect to the Company since the date hereof; and

(v) from

the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s

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

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

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

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

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

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

ARTICLE

III.

REPRESENTATIONS AND WARRANTIES

3.1 Representations

and Warranties of the Company. Except as set forth in the SEC Reports, the Company hereby makes the following representations and

warranties to each Purchaser:

(a) Subsidiaries.

All of the direct and indirect subsidiaries of the Company are set forth in the SEC Reports. The Company owns, directly or indirectly,

all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding

shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights

to subscribe for or purchase securities.

(b) Organization

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

and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority

to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary

is in violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational

or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign

corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification

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

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

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

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

on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”)

and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail

such power and authority or qualification.

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

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

execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of the

transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further

action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith or therewith other

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

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

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

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

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

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

law.

(d) No

Conflicts. Except as provided in the SEC Reports, the execution, delivery and performance by the Company of this Agreement and the

other Transaction Documents to which it is a party, the issuance and sale of the Shares and the consummation by it of the transactions

contemplated hereby and thereby do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s

certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a

default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon

any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, anti-dilution

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

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

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

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

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

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

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

(e) Filings,

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

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

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

pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) the notice and/or

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

in the time and manner required thereby, (iv) such filings as are required to be made under applicable state securities laws, and (v)

any consent or notice that may be required under or in connection with agreements pertaining to convertible debt securities by and between

the Company and a third party prior to the date hereof, (collectively, the “Required Approvals”).

(f) Issuance

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

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

has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement.

The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became

effective on September 30, 2025, including the Prospectus, and such amendments and supplements thereto as may have been required to the

date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the

effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and

no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company,

if required by the rules and regulations of the Commission, shall file the Prospectus Supplement with the Commission pursuant to Rule

424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the

Closing Date, the Registration Statement and any amendments thereto conformed and will conform in all material respects to the requirements

of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required

to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and any amendments or supplements

thereto, at the time the Prospectus or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform

in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material

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

they were made, not misleading. The Company was at the time of the filing of the Registration Statement eligible to use Form S-3. The

Company is eligible to use Form S-3 under the Securities Act and it meets the transaction requirements with respect to the aggregate

market value of securities being sold pursuant to this offering and during the twelve (12) calendar months prior to this offering, as

set forth in General Instruction I.B.6 of Form S-3.

(g) Capitalization.

The capitalization of the Company is as set forth in the SEC Reports as of the dates specified in such SEC Reports. The Company has not

issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of

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

the Company’s employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding

as of the date of the most recently filed periodic report under the Exchange Act, and the issuance of securities pursuant to agreements

(i) in which the Company is currently a party and (ii) that have been disclosed in the SEC Reports. No Person has any right of first

refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction

Documents. Except as a result of the purchase and sale of the Shares and as described in the SEC Reports, there are no outstanding options,

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

convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common

Stock or the capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary

is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents or capital stock of any Subsidiary. The

issuance and sale of the Shares will not obligate the Company or any Subsidiary to issue shares of Common Stock or other securities to

any Person (other than the Purchasers). Except as described in the SEC Reports, there are no outstanding securities or instruments of

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

upon an issuance of securities by the Company or any Subsidiary. Except as described in the SEC Reports, there are no outstanding securities

or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments,

understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such

Subsidiary. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar

plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and

nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued

in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization

of any stockholder, the Board of Directors or others is required for the issuance and sale of the Shares, other than the Required Approvals.

There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock

to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

(h) SEC

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

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

(1) year preceding the date hereof (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein,

, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension

of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates,

the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and

none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to

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

not misleading. The Company has been subject to Rule 144(i) under the Securities Act; it has filed all reports and other materials required

to be filed by Section 13 or 15(d) of the Exchange Act, as applicable during the preceding 48 months. The financial statements of the

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

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

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

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

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

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

subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

(i) Material

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

by reference within the SEC Reports and except as set forth in the SEC Reports filed by the Company since such date, (i) there has been

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

Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the

ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial

statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting,

(iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed

or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities

to any officer, director or Affiliate, except pursuant to existing Company equity compensation plans. The Company does not have pending

before the Commission any request for confidential treatment of information. Except for the issuance of the Shares contemplated by this

Agreement or as set forth in the SEC Reports, no event, liability, fact, circumstance, occurrence or development has occurred or exists

or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, prospects,

properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities

laws at the time this representation is made or deemed made that has not been publicly disclosed.

(j) Litigation.

Except as set forth in the SEC Reports, there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or,

to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before

or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign)

(collectively, an “Action”) which could reasonably be expected to result in a Material Adverse Effect. Except as described

in the SEC Reports, none of the Actions (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction

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

Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action

involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has

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

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

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

(k) Labor

Relations. Except as disclosed in the SEC Reports, no labor dispute exists or, to the knowledge of the Company, is imminent with

respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the

Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the

Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and

the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no

executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment

contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement

or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject

the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. To the knowledge of the Company,

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

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

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

(l) Compliance.

Except as described in the SEC Reports and to the Company’s knowledge, neither the Company nor any Subsidiary: (i) is in default

under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result

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

default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it

is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is in violation

of any judgment, decree or order of any court, arbitrator or other governmental authority or (iii) is or has been in violation of any

statute, rule, ordinance or regulation, for which the Company or any of its Subsidiaries, respectively, is required to comply, of any

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

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

reasonably be expected to result in a Material Adverse Effect.

(m) Environmental

Laws. To the knowledge of the Company, the Company and its Subsidiaries (i) are in compliance with all federal, state, local and

foreign laws, for which the Company or any of its Subsidiaries, respectively, is required to comply, relating to pollution or protection

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

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

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

processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations,

codes, decrees, demands, or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations,

issued, entered, promulgated or approved thereunder (“Environmental Laws”); (ii) have received all permits licenses

or other approvals required of them under applicable Environmental Laws to conduct their respective businesses; and (iii) are in compliance

with all terms and conditions of any such permit, license or approval where in each clause (i), (ii) and (iii), the failure to so comply

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

(n) Regulatory

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

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

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

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

modification of any Material Permit.

(o) Title

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

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

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

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

of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP and, the payment of

which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries

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

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

Effect.

(p) Intellectual

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

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

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

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

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

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

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

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

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

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

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

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

be expected to have a Material Adverse Effect. The Company has no knowledge of any facts that would preclude it from having valid license

rights or clear title to the Intellectual Property Rights. The Company has no knowledge that it lacks or will be unable to obtain any

rights or licenses to use all Intellectual Property Rights that are necessary to conduct its business.

(q) Insurance.

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

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

limited to, directors and officers insurance coverage at least equal to the aggregate Subscription Amount. Neither the Company nor any

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

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

(r) Transactions

With Affiliates and Employees. Except as set forth in the SEC Reports as of the date of the respective SEC Report, none of the officers

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

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

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

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

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

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

of $120,000 other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on

behalf of the Company and (iii) other employee benefits, including stock option agreements under any stock option plan of the Company.

(s) Sarbanes-Oxley;

Internal Accounting Controls. The Company and the Subsidiaries are in material compliance with any and all applicable requirements

of the Sarbanes-Oxley Act of 2002, as amended, that are effective as of the date hereof, and any and all applicable rules and regulations

promulgated by the Commission thereunder that are effective as of the date hereof and as of the Closing Date. Except as disclosed in

the SEC Reports, the Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable

assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions

are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability,

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

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

any differences. Except as disclosed in the SEC Reports, the Company and the Subsidiaries have established disclosure controls and procedures

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

and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange

Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The

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

Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation

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

officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since

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

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

over financial reporting of the Company and its Subsidiaries.

(t) Certain

Fees. No brokerage or finder’s fees or commissions are or will be payable by the Company or any Subsidiary to any broker, financial

advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated

by the Transaction Documents. The Purchasers shall have no obligation with respect to any fees or with respect to any claims made by

or on behalf of other Persons for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated

by the Transaction Documents.

(u) Investment

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

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

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

Investment Company Act of 1940, as amended.

(v) Registration

Rights. Other than as described in the SEC Reports, no Person has any right to cause the Company or any Subsidiary to effect the

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

(w) Listing

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

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

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

Except as described in the SEC Reports, the Company has not, in the 12 months preceding the date hereof, received notice from any Trading

Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance with the listing

or maintenance requirements of such Trading Market. The Common Stock is currently eligible for electronic transfer through the Depository

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

(or such other established clearing corporation) in connection with such electronic transfer.

(x) Application

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

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

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

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

obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s

issuance of the Shares and the Purchasers’ ownership of the Shares.

(y) Disclosure.

Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms

that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information

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

Supplement. The Company understands and confirms that the Purchasers will rely on the foregoing representation in effecting transactions

in securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company

and its Subsidiaries, their respective businesses and the transactions contemplated hereby 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. The press releases disseminated by the Company during the twelve

months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state

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

under which they were made and when made, not misleading. The Company acknowledges and agrees that no Purchaser makes or has made any

representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section

3.2 hereof.

(z) No

Integrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2 and to

the Company’s knowledge, neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly

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

this offering of the Shares to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval

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

(aa) Solvency.

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

of the proceeds from the sale of the Shares hereunder, (i) the fair saleable value of the Company’s assets exceeds the amount that

will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including known contingent

liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital to carry on its business as

now conducted and as proposed to be conducted including its capital needs taking into account the particular capital requirements of

the business conducted by the Company, consolidated and projected capital requirements and capital availability thereof, and (iii) the

current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after

taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when

such amounts are required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts as they mature

(taking into account the timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of any

facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization

laws of any jurisdiction within one year from the Closing Date. The SEC Reports set forth as of the most recent date of such SEC Report

all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments.

For the purposes of this Agreement, “Indebtedness” means (x) any liabilities for borrowed money or amounts owed in

excess of $50,000 (other than trade accounts payable incurred in the ordinary course of business), (y) all guaranties, endorsements and

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

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

or similar transactions in the ordinary course of business; and (z) the present value of any lease payments in excess of $50,000 due

under leases required to be capitalized in accordance with GAAP. Neither the Company nor any Subsidiary is in default with respect to

any Indebtedness.

(bb) Tax

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

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

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

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

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

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

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

for any such claim.

(cc) Foreign

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

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

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

foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds,

(iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person acting on its behalf of

which the Company is aware) which is in violation of law, or (iv) violated in any material respect any provision of FCPA.

(dd) Accountants.

The Company’s independent registered public accounting firm is set forth in the SEC Reports. To the knowledge and belief of the

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

with respect to the financial statements to be included in the Company’s Annual Report for the fiscal year ending December 31,

2026.

(ee) No

Disagreements with Accountants and Lawyers. There are no disagreements of any kind presently existing, or reasonably anticipated

by the Company to raise, 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.

(ff)

Acknowledgment Regarding Purchasers’ Purchase of Shares. The Company acknowledges and agrees that each of the Purchasers

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

thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similar

capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by any Purchaser or

any of their respective representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby

is merely incidental to the Purchasers’ purchase of the Shares. The Company further represents to each Purchaser that the Company’s

decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the

transactions contemplated hereby by the Company and its representatives.

(gg)

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

elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.12 hereof), it is understood and acknowledged by the

Company that: (i) none of the Purchasers has been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing

or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company

or to hold the Shares for any specified term; (ii) past or future open market or other transactions by any Purchaser, specifically including,

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

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

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

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

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

or more Purchasers may engage in hedging activities at various times during the period that the Shares are outstanding, and (z) such

hedging activities (if any) could reduce the value of the existing stockholder’s equity interests in the Company at and after the time

that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute

a breach of any of the Transaction Documents.

(hh) Regulation

M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action

designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale

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

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

(ii) Reserved.

(jj) Stock

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

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

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

Company’s stock option plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company

policy or practice to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the

release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or

prospects.

(kk) Cybersecurity.

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

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

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

(collectively, “IT Systems and Data”), except as would not, individually or in the aggregate, have a Material Adverse

Effect, and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of any event or condition that would

reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data; (ii) the Company and the Subsidiaries

are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator

or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems

and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as

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

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

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

reasonable backup and disaster recovery technology.

(ll) Compliance

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

with all applicable state, federal and foreign data privacy and security laws and regulations, (collectively, “Privacy Laws”),

except as would not, individually or in the aggregate, have a Material Adverse Effect; (ii) the Company and the Subsidiaries have in

place, comply with, and take appropriate steps reasonably designed to ensure compliance with their policies and procedures relating to

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

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

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

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

Company’s then-current privacy practices, as required by Privacy Laws. “Personal Data” means (i) a natural person’s

name, street address, telephone number, email address, photograph, social security number, bank information, or customer or account number;

(ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission Act,

as amended; (iii) “personal data” as defined by GDPR; and (iv) any other piece of information that allows the identification

of such natural person, or his or her family, or permits the collection or analysis of any identifiable data related to an identified

person’s health or sexual orientation. (i) None of such disclosures made or contained in any of the Policies, to the Company’s

knowledge, have been inaccurate, misleading, or deceptive in violation of any Privacy Laws and (ii) the execution, delivery and performance

of the Transaction Documents will not result in a breach of any Privacy Laws or Policies. Neither the Company nor the Subsidiaries (i)

to the knowledge of the Company, has received written notice of any actual or potential liability of the Company or the Subsidiaries

under, or actual or potential violation by the Company or the Subsidiaries of, any of the Privacy Laws; (ii) is currently conducting

or paying for, in whole or in part, any investigation, remediation or other corrective action pursuant to any regulatory request or demand

pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement by or with any court or arbitrator or governmental

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

(mm) Office

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

employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign

Assets Control of the U.S. Treasury Department (“OFAC”).

(nn) U.S.

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

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

(oo) Bank

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

1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal

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

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

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

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

to regulation by the Federal Reserve.

(pp) Money

Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable

financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable

money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”),

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

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

3.2 Representations

and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the

date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate

as of such date):

(a) Organization;

Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing

under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company

or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise

to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by such

Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate, partnership,

limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a

party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute

the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited

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

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

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

law.

(b) Understandings

or Arrangements. Such Purchaser is acquiring the Shares as principal for its own account and has no direct or indirect arrangement

or understandings with any other persons to distribute or regarding the distribution of such Shares (this representation and warranty

not limiting such Purchaser’s right to sell the Shares pursuant to the Registration Statement or otherwise in compliance with applicable

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

Status. At the time such Purchaser was offered the Shares, it was, and as of the date hereof it is, either: (i) an “accredited

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

(ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act.

(d) Experience

of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience

in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Shares,

and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment in the

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

(e) Access

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

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

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

the merits and risks of investing in the Shares; (ii) access to information about the Company and its financial condition, results of

operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity

to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary

to make an informed investment decision with respect to the investment.

(f) Certain

Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor has

any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchases or

sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser first

received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material terms

of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing, in the

case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s

assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other

portions of such Purchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets

managed by the portfolio manager that made the investment decision to purchase the Shares covered by this Agreement. Other than to other

Persons party to this Agreement or to such Purchaser’s representatives, including, without limitation, its officers, directors,

partners, legal and other advisors, employees, agents and Affiliates, such Purchaser has maintained the confidentiality of all disclosures

made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing,

for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect

to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.

The

Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s

right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties

contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement

or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained

herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order

to effect Short Sales or similar transactions in the future.

ARTICLE

IV.

OTHER AGREEMENTS OF THE PARTIES

4.1 Shares.

The Shares shall be issued free of legends.

4.2 Furnishing

of Information. Until no Purchaser owns any Shares, the Company covenants to timely file (or obtain extensions in respect thereof

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

Act even if the Company is not then subject to the reporting requirements of the Exchange Act.

4.3 Integration.

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

Section 2 of the Securities Act) that would be integrated with the offer or sale of the Shares for purposes of the rules and regulations

of any Trading Market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder

approval is obtained before the closing of such subsequent transaction.

4.4 Securities

Laws Disclosure; Publicity. The Company shall file a Current Report on Form 8-K, including the Transaction Documents as exhibits

thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of such press release, the Company

represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers

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

with the transactions contemplated by the Transaction Documents. In addition, effective upon the issuance of such press release, the

Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral,

between the Company, any of its Subsidiaries or any of their respective officers, directors, employees, Affiliates or agents, on the

one hand, and any of the Purchasers or any of their Affiliates on the other hand, shall terminate and be of no further force or effect.

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

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

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

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

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

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

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

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

written consent of such Purchaser, except (a) as required by federal securities law in connection with the filing of final Transaction

Documents with the Commission and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the

Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (b) and reasonably cooperate with

such Purchaser regarding such disclosure.

4.5 Shareholder

Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any Purchaser

is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distribution

under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser

could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving the Shares under the Transaction Documents

or under any other agreement between the Company and the Purchasers.

4.6 Non-Public

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

which shall be disclosed pursuant to Section 4.4, the Company covenants and agrees that neither it, nor any other Person acting on its

behalf will provide any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes

constitutes, material non-public information, unless prior thereto such Purchaser shall have consented in writing to the receipt of such

information and agreed in writing with the Company to keep such information confidential. The Company understands and confirms that each

Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company,

any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates delivers any material, non-public

information to a Purchaser without such Purchaser’s consent, the Company hereby covenants and agrees that such Purchaser shall

not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, employees,

Affiliates or agents, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, Affiliates

or agents, not to trade on the basis of, such material, non-public information, provided that the Purchaser shall remain subject to applicable

law. To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information

regarding the Company or any Subsidiaries, the Company shall simultaneously with the delivery of such notice file such notice with the

Commission pursuant to a Current Report on Form 8-K. The Company understands and confirms that each Purchaser shall be relying on the

foregoing covenant in effecting transactions in securities of the Company.

4.7 Use

of Proceeds. The Company shall use the net proceeds from the sale of the Shares hereunder for working capital purposes and shall

not use such proceeds: (a) for the satisfaction of any portion of the Company’s debt (other than payment of trade payables in the

ordinary course of the Company’s business and prior practices), (b) for the redemption of any Common Stock or Common Stock Equivalents,

4.8 Indemnification

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

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

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

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

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

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

losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements,

court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result

of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement

or in the other Transaction Documents, or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or

their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser Party, with respect to any of

the transactions contemplated by the Transaction Documents (unless such action is solely based upon a material breach of such Purchaser

Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser

Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct

by such Purchaser Party which is finally judicially determined to constitute fraud, gross negligence, recklessness, or willful misconduct).

Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the

fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof

has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such

defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel a material conflict on any material

issue between the position of the Company and the position of such Purchaser Party, in which case the Company shall be responsible for

the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party under

this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not

be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable

to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party

in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.8 shall be made by periodic payments

of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity

agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or

others and any liabilities the Company may be subject to pursuant to law.

4.9 Reserved.

4.10 Listing

of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on the Trading

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

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

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

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

as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a

Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules

of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository

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

Trust Company or such other established clearing corporation in connection with such electronic transfer.

4.11 Subsequent

Equity Sales.

(a) From

the date hereof until thirty (30) days after the Closing Date, neither the Company nor any Subsidiary shall (i) issue, enter into any

agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents or (ii) file

any registration statement or any amendment or supplement thereto, other than (A) any amendment or supplement to the Registration Statement

on Form S-3 (Registration No. 333-296918) filed with the Commission on June 18, 2026, (B) the Prospectus Supplement, or (C) filing a

registration statement on Form S-8 in connection with any employee benefit plan.

(b) From

the date hereof until the nine (9) month anniversary of the Closing Date, the Company shall be prohibited from effecting or entering

into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (or a

combination of units thereof) involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction

in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or

include the right to receive additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other

price that is based upon and/or varies with the trading prices of or quotations for the shares of Common Stock at any time after the

initial issuance of such debt or equity securities, 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 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 or (ii) enters into, or effects a transaction

under, any agreement, including, but not limited to, an equity line of credit or an “at-the-market” facility, whereby the

Company may issue securities at a future determined price regardless of whether shares pursuant to such agreement have actually been

issued and regardless of whether such agreement is subsequently canceled, provided that the Company shall be permitted to enter into

an equity line of credit in connection with any merger transaction, reverse merger transaction, or any other business combination transaction.

Any Purchaser shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be

in addition to any right to collect damages.

the foregoing, this Section 4.11 shall not apply in respect of an Exempt Issuance, except that no Variable Rate Transaction shall be

an Exempt Issuance.

4.12 Equal

Treatment of Purchasers. No consideration (including any modification of this Agreement) shall be offered or paid to any Person to

amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration is also offered to all

of the parties to this Agreement. For clarification purposes, this provision constitutes a separate right granted to each Purchaser by

the Company and negotiated separately by each Purchaser, and is intended for the Company to treat the Purchasers as a class and shall

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

the Shares or otherwise.

4.13 Certain

Transactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it

nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short

Sales of any of the Company’s securities during the period commencing with the execution of this Agreement and ending at such time

that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described

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

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

such Purchaser will maintain the confidentiality of the existence and terms of this transaction (other than as disclosed to its legal

and other representatives). Notwithstanding the foregoing, and notwithstanding anything contained in this Agreement to the contrary,

the Company expressly acknowledges and agrees that (i) no Purchaser makes any representation, warranty or covenant hereby that it will

not engage in effecting transactions in any securities of the Company after the time that the transactions contemplated by this Agreement

are first publicly announced pursuant to the initial press release as described in Section 4.4, (ii) no Purchaser shall be restricted

or prohibited from effecting any transactions in any securities of the Company in accordance with applicable securities laws from and

after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release

as described in Section 4.4 and (iii) no Purchaser shall have any duty of confidentiality or duty not to trade in the securities of the

Company to the Company, any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates or agent, after

the issuance of the initial press release as described in Section 4.4. Notwithstanding the foregoing, in the case of a Purchaser that

is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and

the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of

such Purchaser’s assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio

manager that made the investment decision to purchase the Shares covered by this Agreement.

ARTICLE

MISCELLANEOUS

5.1 Termination.

This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever

on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been

consummated on or before the fifth (5th) Trading Day following the date hereof; provided, however, that no such

termination will affect the right of any party to sue for any breach by any other party (or parties).

5.2 Fees

and Expenses. The Company shall reimburse the Purchasers for all costs and expenses incurred by them or their respective 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 and disbursements of Haynes and Boone, LLP, counsel to the Purchasers);

provided, however, that such reimbursement shall not exceed an aggregate of $25,000. Except as expressly set forth in the Transaction

Documents to the contrary, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any,

and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement.

The Company shall pay all Transfer Agent fees (including, without limitation, any fees required for same-day processing of any instruction

letter delivered by the Company and any exercise notice delivered by a Purchaser), stamp taxes and other taxes and duties levied in connection

with the delivery of any Shares to the Purchasers.

5.3 Entire

Agreement. The Transaction Documents, together with the exhibits and schedules thereto, the Prospectus and the Prospectus Supplement,

contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements

and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents,

exhibits and schedules.

5.4 Notices.

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

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

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

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

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

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

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

for such notices and communications shall be as set forth on the signature pages attached hereto. To the extent that any notice provided

pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries,

the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K.

5.5 Amendments;

Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in

the case of an amendment, by the Company and Purchasers which purchased at least 50.1% in interest of the Shares based on the initial

Subscription Amounts hereunder (or, prior to the Closing, the Company and each Purchaser) or, in the case of a waiver, by the party against

whom enforcement of any such waived provision is sought, provided that if any amendment, modification or waiver disproportionately and

adversely impacts a Purchaser (or group of Purchasers), the consent of at least 50.1% in interest of such disproportionately impacted

Purchaser (or group of Purchasers) shall also be required. No waiver of any default with respect to any provision, condition or requirement

of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other

provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner

impair the exercise of any such right. Any proposed amendment or waiver that disproportionately, materially and adversely affects the

rights and obligations of any Purchaser relative to the comparable rights and obligations of the other Purchasers shall require the prior

written consent of such adversely affected Purchaser. Any amendment effected in accordance with this Section 5.5 shall be binding upon

each Purchaser and holder of the Shares and the Company.

5.6 Headings.

The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any

of the provisions hereof.

5.7 Successors

and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns.

The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of each Purchaser

(other than by merger). Any Purchaser may assign any or all of its rights under this Agreement to any Person to whom such Purchaser assigns

or transfers any Shares, provided that such transferee agrees in writing to be bound, with respect to the transferred Shares, by the

provisions of the Transaction Documents that apply to the “Purchasers.”

5.8 No

Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted

assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise set forth in

Section 4.8 and this Section 5.8.

5.9 Governing

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

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

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

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

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

sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts

sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with

any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents),

and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the

jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party

hereby irrevocably waives personal service of process and consents to process being served in any such Action or Proceeding by mailing

a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect

for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice

thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the

obligations of the Company under Section 4.8, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing

party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution

of such Action or Proceeding.

5.10 Survival.

The representations and warranties contained herein shall survive the Closing and the delivery of the Shares.

5.11 Execution.

This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement

and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that

the parties need not sign the same counterpart. In the event that any signature is delivered by e-mail delivery (including any electronic

signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act

or other applicable law, e.g., www.docusign.com) or other transmission method, such signature shall be deemed to have been duly and validly

delivered and shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with

the same force and effect as if such “.pdf” signature page were an original thereof.

5.12 Severability.

If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,

void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force

and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts

to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision,

covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining

terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or

unenforceable.

5.13 Rescission

and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any

of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document

and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may rescind

or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in

whole or in part without prejudice to its future actions and rights.

5.14 Replacement

of Shares. If any certificate or instrument evidencing any Shares is mutilated, lost, stolen or destroyed, the Company shall issue

or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of and substitution

therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft

or destruction. The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable third-party

costs (including customary indemnity) associated with the issuance of such replacement securities.

5.15 Remedies.

In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Purchasers

and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may

not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and

hereby agree to waive and not to assert in any Action for specific performance of any such obligation the defense that a remedy at law

would be adequate.

5.16 Payment

Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document or a

Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise or

any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or

are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including,

without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such

restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect

as if such payment had not been made or such enforcement or setoff had not occurred.

5.17 Independent

Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document are several

and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance or non-performance

of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any other Transaction Document,

and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association,

a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group

with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser shall be entitled to independently

protect and enforce its rights including, without limitation, the rights arising out of this Agreement or out of the other Transaction

Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any Proceeding for such purpose.

Each Purchaser has been represented by its own separate legal counsel in its review and negotiation of the Transaction Documents. The

Company has elected to provide all Purchasers with the same terms and Transaction Documents for the convenience of the Company and not

because it was required or requested to do so by any of the Purchasers. It is expressly understood and agreed that each provision contained

in this Agreement and in each other Transaction Document is between the Company and a Purchaser, solely, and not between the Company

and the Purchasers collectively and not between and among the Purchasers.

5.18 Liquidated

Damages. The Company’s obligations to pay any partial liquidated damages or other amounts owing under the Transaction Documents

is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other amounts have

been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages or other amounts

are due and payable shall have been canceled.

5.19 Saturdays,

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

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

5.20 Construction.

The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction Documents

and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall

not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and every reference to

share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse and forward stock splits,

stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

5.21 WAIVER

OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES

EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY

AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

(Signature

Pages Follow)

WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized

signatories as of the date first indicated above.

VOLATO

GROUP, INC.

Address

for Notice:

By:

E-Mail:

legal@flyvolato.com

Name:

Mark

Heinen

Title:

Chief

Financial Officer

1954 Airport Rd., Suite 124 Chamblee, GA 30341

With

a copy to (which shall not constitute notice):

kbechen@dykema.com

[REMAINDER

OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE

PAGE FOR PURCHASER FOLLOWS]

[PURCHASER

SIGNATURE PAGES TO SOAR SECURITIES PURCHASE AGREEMENT]

WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories

as of the date first indicated above.

Name

of Purchaser: SEG Opportunity Fund, LLC

Signature

of Authorized Signatory of Purchaser: _________________________________

Name

of Authorized Signatory: _______________________________________________

Title

of Authorized Signatory: ________________________________________________

Address of Authorized Signatory: _________________________________________

Address

for Notice to Purchaser:

Subscription

Amount: $531,397.02

3,220,588

EIN

Number: _______________________

☒

Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to

purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the

Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii)

the Closing shall occur by the first (1st) Trading Day following the date of this Agreement (or the second (2nd) Trading Day

following the date hereof if this Agreement is signed on a day that is not a Trading Day or after 4:00 p.m. (New York City time) and

before midnight (New York City time) on a Trading Day) and (iii) any condition to Closing contemplated by this Agreement (but prior to

being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate

or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the

Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable)

to such other party on the Closing Date.

[SIGNATURE

PAGES CONTINUE]

[PURCHASER

SIGNATURE PAGES TO SOAR SECURITIES PURCHASE AGREEMENT]

WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories

as of the date first indicated above.

Name

of Purchaser: Matt Liotta

Signature

of Authorized Signatory of Purchaser: _________________________________

Name

of Authorized Signatory: _______________________________________________

Title

of Authorized Signatory: ________________________________________________

Address of Authorized Signatory: _________________________________________

Address

for Notice to Purchaser:

Subscription

Amount: $100,000.00

606,060