EXHIBIT
10.1


 


SECURITIES
PURCHASE AGREEMENT


 


This
Securities Purchase Agreement (this “Agreement”) is dated as of October
29, 2021, among Infinity Energy Resources, Inc., a Delaware corporation (the “Company”), and the purchasers identified
on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).


 


WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended
(the “Securities Act”), and/or Rule 506 promulgated thereunder, the Company desires to issue and sell to the Purchasers,
and the Purchasers, each desire to purchase from the Company, Securities of the Company as more fully described in this Agreement; and


 


WHEREAS,
the Company is required to deliver the Notes, the Warrants, the Conversion Shares and the Warrant Shares to each Purchaser in accordance
with the terms hereof and the other Transaction Documents.


 


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 of the Purchasers agree as follows:


 


ARTICLE
I.


DEFINITIONS


 


1.1
Definitions. In addition to the terms defined elsewhere in this Agreement: (a) capitalized terms that are not otherwise defined
herein have the meanings given to such terms in the Transaction Documents (as defined herein), and (b) 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 4.6.


 






    	 	 	 



     


    

 


“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.


 


“Aggregate
Subscription Amount” means the aggregate of the Subscription Amounts paid by all of the Purchasers.


 


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


 


“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or
any day on which the Federal Reserve Bank of New York is not open for business.


 


“Closing”
means the Closing of the purchase and sale of the Securities pursuant to Section 2.2.


 


“Closing
Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties
thereto in connection with the Closing, and all conditions precedent to (i) each Purchaser’s obligation to pay its Subscription
Amount as to the Closing and (ii) the Company’s obligations to deliver the Securities as to the Closing 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.


 


“Conversion
Shares” means the shares of Common Stock issuable upon conversion of the Notes and which are required, under certain circumstances,
to be registered pursuant to the provisions of the Registration Rights Side Letter.


 




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“Fixed
Conversion Price” shall have the meaning ascribed to such term in the Notes.


 


“Disclosure
Schedules” shall have the meaning ascribed to such term in Section 3.1.


 


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


 


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


 


“Exempt
Issuance” means the issuance of (a) shares
of Common Stock or options to employees, officers, directors, advisors or independent contractors of the Company pursuant to any stock
or option plan duly adopted for such purpose, (b) shares of Common Stock, warrants or options to advisors or independent contractors
of the Company for compensatory purposes, (c) securities upon the exercise or exchange of or conversion of any Securities issued hereunder
and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date
hereof, provided that such securities have not been amended since the date hereof to increase the number of such securities or to decrease
the exercise price, exchange price or conversion price of such securities, (d) securities issuable pursuant to any contractual anti-dilution
obligations of the Company in effect as of the date hereof, provided that such obligations have not been materially amended since the
date of hereof, (e) securities of the Company pursuant to a Subsequent Offering (as defined in the Notes), and (f) securities issued
pursuant to acquisitions or any other strategic transactions approved by the Board of Directors, provided that any such issuance shall
not include a transaction (other than a Subsequent Offering) 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.


 


“Exercise
Price” shall have the meaning ascribed to such term in the Warrants.


 


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


 


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


 


“Indebtedness”
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.


 


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


 




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


 


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


 


“Majority-In-Interest
of the Purchasers” shall mean Purchaser’s subscribing for, in the aggregate, a majority of the Aggregate Subscription
Amount.


 


“Material
Adverse Effect” shall mean (i) a material adverse change in the results of operations, assets, business, prospects or condition
(financial or otherwise) of the Company and the Subsidiaries, taken as a whole; (ii) a material adverse change in the Company’s
ability to perform in any material respect on a timely basis its obligations under any Transaction Document; (iii) trading in the Common
Stock shall has been suspended by the Commission or the Company’s principal Trading Market; (iv) trading in securities generally
as reported by Bloomberg L.P. has 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, (v) a banking moratorium has been declared either by the United States or New
York State authorities; or (vi) there has occurred any material outbreak or escalation of hostilities or other national or international
calamity including, without limitation, the occurrence of any health event which is a declared a pandemic or an epidemic, 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 any Purchaser,
and without regard to any factors unique to such Purchaser, makes it impracticable or inadvisable for such Purchaser to purchase the
Securities at the Closing.


 


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


 


“Maximum
Rate” shall have the meaning ascribed to such term in Section 5.17.


 


“Notes”
means the Unsecured Convertible Promissory Notes due, subject to the terms therein, twelve (12) months from the date of issuance, issued
by the Company to each of the Purchasers hereunder, in the form of Exhibit A attached hereto.


 


“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.


 


“Pre-Notice”
shall have the meaning ascribed to such term in Section 4.13(b).


 


“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.


 


“Prohibited
Short Sale” shall have the meaning ascribed to such term in Section 4.12.


 




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“Public
Information Failure” shall have the meaning ascribed to such term in Section 4.3(b).


 


“Public
Information Failure Payments” shall have the meaning ascribed to such term in Section 4.3(b).


 


“Purchaser”
or “Purchasers” shall have the meaning ascribed to such terms in the preamble, provided that if there is only
one Purchaser then all references to Purchasers in this Agreement shall mean a single Purchaser.


 


“Purchaser
Party” shall have the meaning ascribed to such term in Section 4.9.


 


“Registration
Rights Side Letter” means the letter in the
form of Exhibit C attached hereto, which sets forth certain registration rights with respect to the Securities.


 


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


 


“Required
Minimum” means, as of any date, the maximum aggregate number of shares of Common Stock then issued or potentially issuable
in the future pursuant to the Transaction Documents, including any Conversion Shares or Warrant Shares issuable upon conversion or exercise
in full of the Notes or the Warrants, respectively (including Conversion Shares issuable as payment of interest on the Notes), ignoring
any conversion or exercise limits set forth therein, and assuming that the Conversion Price and Exercise Price is at all times on and
after the date of determination 100% of the Conversion Price or Exercise Price on the Trading Day immediately prior to the date of determination.


 


“Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to
time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same 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”
means the Notes, the Warrants, the Conversion Shares, and the Warrant Shares.


 


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


 


“Shell
Company” means an entity that fits within the definition of “shell company” under (a) Rule 12b-2, promulgated under
the Exchange Act, and (b) Rule 144.


 




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“Short
Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act.


 


“Subscription
Amount” means the amount to be paid by each Purchaser for its Note and Warrant purchased by such Purchaser 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.


 


“Subsidiaries”
and “Subsidiary” mean any subsidiary of the Company as set forth on Schedule 3.1(a) and shall, where applicable,
also include any direct or indirect subsidiary of the Company formed or acquired after the date hereof.


 


“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date
in question: the NYSE American; the Nasdaq Capital Market; the Nasdaq Global Market; the Nasdaq Global Select Market; the New York Stock
Exchange; OTC Markets or the OTC Bulletin Board (or any successors to any of the foregoing).


 


“Transaction
Documents” means this Agreement, the Notes, the Warrants, the Registration Rights Side Letter, the Transfer Agent Instruction
Letter, and all exhibits and schedules thereto and hereto and any other documents or agreements executed in connection with the transactions
contemplated hereunder.


 


“Transfer
Agent” means Action Stock Transfer, the current transfer agent of the Company, with a mailing address of 2469 E. Fort Union
Blvd, Suite 214, Salt Lake City, UT 84121 and a phone number of (801) 274-1088, attention: Justeene Blankenship, and any successor transfer
agent of the Company.


 


“Transfer
Agent Instruction Letter” means the letter from the Company to the Transfer Agent which instructs the Transfer Agent to reserve
the Conversion Shares and Warrant Shares for issuance pursuant to the Transaction Documents, in the form of Exhibit D attached
hereto.


 


“Warrants”
means the warrants to purchase up to 1,700,000 shares
of Common Stock, in the form attached as Exhibit B to this Agreement.


 


“Warrant
Shares” shall have the meaning ascribed to such term in the Warrants.


 






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ARTICLE
II.


PURCHASE
AND SALE


 


2.1 Purchase.
Upon the terms and subject to the conditions set forth herein, the Company shall issue and sell to the Purchasers and the Purchasers
will acquire and purchase from the Company, in consideration for the payment of Eight Hundred Fifty Thousand Dollars ($850,000) in Aggregate
Subscription Amount, the Notes and the Warrants.


 











2.2 Closing.
On the Closing Date, substantially concurrent with the execution and delivery of this Agreement by the applicable parties hereto, the
Company agrees to sell, and the each of the Purchasers, agrees to purchase, such Purchaser’s Subscription Amount as set forth on
the signature page hereto executed by such Purchaser. At the Closing, each Purchaser shall deliver to the Company, via wire transfer
to an account designated by the Company, immediately available funds equal to such Purchaser’s Subscription Amount as set forth
on the signature page hereto executed by such Purchaser, and the Company shall deliver to such Purchaser its Note, as determined pursuant
to Section 2.3(a), and the Company and each such Purchaser shall deliver the other items set forth in Section 2.3 deliverable at the
Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.3 and 2.4 for the Closing, the Closing shall occur
at the offices of Sullivan & Worchester LLP or
such other location as the parties shall mutually agree, and may by agreement be undertaken remotely by electronic exchange of Closing
documentation.


 





2.3 Deliveries.


 


(a) On
or prior to the Closing Date (except as noted), the Company shall deliver or cause to be delivered to the Purchasers the following:


 


(i)  this Agreement duly executed by the Company;


 


(ii)  the Notes in the Subscription Amounts equal to the
amount set forth on each Purchaser’s signature page registered in the name of each Purchaser;


 


(iii) the
Warrants exercisable for such number of Warrant Shares
as is set forth on each Purchaser’s signature page, registered in the name of each Purchaser; and


 


(iv) the
Transfer Agent Instruction Letter duly executed by the Company and the Transfer Agent.


 


(b) On
or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, as applicable, the following:


 


(i)  this Agreement duly executed by such Purchaser; and


 


(ii)  such Purchaser’s Subscription Amount as to the Closing by wire transfer to the account
specified in writing by the Company.


 


2.4 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 as at the Closing Date of the representations and warranties
of each Purchaser contained herein (unless as of a specific date therein in which case they shall be accurate as of such date);


 


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


 


(iii)  the delivery by each Purchaser of the items set forth in Section 2.3(b) of this Agreement.


 



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(b) The
obligations of each Purchaser hereunder in connection with the Closing are subject to the following conditions being met:


 











(i) the
accuracy in all material respects when made as to the Closing Date of the representations and warranties of the Company contained herein
(unless as of a specific date therein);


 


(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 2.3(a) of this Agreement;


 


(iv) there
is no existing Event of Default (as defined in the Notes) and no existing event which, with the passage of time or the giving of notice,
would constitute an Event of Default;


 


(v) there
is no breach of any obligations, covenants and agreements under the Transaction Documents and no existing event which, with the passage
of time or the giving of notice, would constitute a breach under the Transaction Documents;


 


(vi) there
shall have been no Material Adverse Effect with respect to the Company since the date hereof;


 


(vii) 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 including,
without limitation, the occurrence of any health event which is a declared a pandemic or an epidemic, 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 each Purchaser, and without
regard to any factors unique to each Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing;


 


(viii)  the Company
meets the current public information requirements under Rule 144 in respect of the Conversion Shares or Warrant Shares and any other
shares of Common Stock issuable under the Notes or the Warrants;


 


(ix)  the Company
files with the Commission any required reports under Section 13 or 15(d) of the Exchange Act so that it is in compliance with Rule 144(c)(1)
(or Rule 144(i)(2), if applicable), including, without limitation, any reports that the Commission requires the Company to amend and/or
re-submit; and


 


(x) any
other conditions contained herein or the other Transaction Documents, including, without limitation those set forth in Section 2.3 herein.


 



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ARTICLE
III.


REPRESENTATIONS
AND WARRANTIES


 


3.1 Representations
and Warranties of the Company. Except as set forth in the Disclosure Schedules, which Disclosure Schedules shall be deemed a part
hereof and shall qualify any representation or otherwise made herein to the extent of the disclosure contained in the corresponding section
of the Disclosure Schedules, the Company (which for
purposes of this Section means the Company and all of its Subsidiaries) hereby makes the following
representations and warranties to the Purchasers as of the Closing Date:


 


(a) Subsidiaries.
All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly,
all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding
shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights
to subscribe for or purchase securities. If the Company has no subsidiaries, all other references to the Subsidiaries or any of them
in the Transaction Documents shall be disregarded.


 


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


 




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(c) Authorization;
Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated
by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The
execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of the
transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further
action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith or therewith other
than in connection with the Required Approvals. This Agreement and each other Transaction Document to which it is a party has been (or
upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will
constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except: (i)
as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting enforcement of creditors’ rights generally; (ii) as limited by laws relating to the availability of specific
performance, injunctive relief or other equitable remedies; and (iii) insofar as indemnification and contribution provisions may be limited
by applicable law.


 


(d) No
Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which
it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby
do not and will not, (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles
of incorporation, bylaws or other organizational or charter documents; (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 (except Liens in favor of a Purchaser)
upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration
or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing
a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property
or asset of the Company or any Subsidiary is bound or affected; or (iii) subject to the Required Approvals, conflict with or result in
a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority
to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property
or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not
have or reasonably be expected to result in a Material Adverse Effect.


 


(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 Sections 4.3 and 4.14 of this Agreement; (ii) the notice and/or application(s) to each applicable Trading Market for the
issuance and sale of the Securities and the listing of the Conversion Shares or the Warrant Shares for trading thereon in the time and
manner required thereby; (iii) the filing of Form D with the Commission and such filings as are required to be made under applicable
state securities laws; and (iv) the filing of a Prospectus Supplement, which will take place on the Closing Date (collectively, the “Required
Approvals”).


 




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(f) Issuance
of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction
Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than
restrictions on transfer provided for in the Transaction Documents. The Conversion Shares and the Warrant Shares, when issued in accordance
with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed
by the Company other than restrictions on transfer provided for in the Transaction Documents. The Company has reserved from its duly
authorized capital stock a number of shares of Common Stock for issuance of the Conversion Shares and Warrant Shares at least equal to
200% of the Required Minimum on the date hereof.


 


(g) Capitalization.
The capitalization of the Company is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number
of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not
issued capital stock since its most recently filed periodic report under the Exchange Act except as set forth on Schedule 3.1(g),
except the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plans and except 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 as set forth on Schedule 3.1(g). 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 as set forth on Schedule 3.1(g). 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 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 except as set
forth on Schedule 3.1(g). The issuance and sale of the Securities will not obligate
the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right
of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities except as
set forth on Schedule 3.1(g). 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 Securities. There are no stockholders’ agreements, voting agreements or other similar agreements with
respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any
of the Company’s stockholders.


 




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(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 in a timely
manner, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file
such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively
referred to herein as the “SEC Reports”). 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 financial statements of the Company
included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of
the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with
United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”),
except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements
may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and
its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended,
subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.


 


(i) Material
Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within
the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof or except as set forth on
Schedule 3.1(g), Schedule 3.1(i), or Schedule 3.1(l): (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, 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, properties, operations, assets or financial condition, that would be required
to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been
publicly disclosed at least one (1) Trading Day prior to the date that this representation is made.


 




    	 	12	 



     


    

 





(j) Litigation.
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 except as set forth on Schedule 3.1(j),
or against or affecting the Company’s current
or former officers or directors in their capacity as such, before or by any court, arbitrator,
governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”)
which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities
or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect, and 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 that is likely to lead to action that can reasonably be expected to result in a Material Adverse Effect.
There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving
the Company or any current or former director or officer of the Company. The Commission has not issued any stop order or other order
suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities
Act.


 


(k) Labor
Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company,
which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees
is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company
nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their
relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary,
is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary
information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third
party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability
with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all 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.


 




    	 	13	 



     


    

 


(l) Compliance.
Neither the Company nor any Subsidiary, except as set forth on Schedule 3.1(l): (i) is in default under or in violation of (and
no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or
any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in
violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any
of its properties is bound (whether or not such default or violation has been waived); (ii) is in violation of any judgment, decree or
order of any court, arbitrator or other governmental authority; or (iii) is or has been in violation of any statute, rule, ordinance
or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes,
environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except in each
case as could not have or reasonably be expected to result in a Material Adverse Effect.


 


(m) Regulatory
Permits. Except as otherwise reported in any of the Company’s SEC Reports, 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.


 


(n) 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 as set forth on Schedule 3.1(n) and 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.


 


(o) 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
as necessary or required for use in connection with their respective businesses as presently conducted 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 except as disclosed on Schedule 3.1(o). 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.


 




    	 	14	 



     


    

 


(p) Transactions
with Affiliates and Employees. Except as set forth in any of the SEC Reports or on Schedule 3.1(p), 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.


 


(q) Sarbanes-Oxley;
Internal Accounting Controls. The Company and the Subsidiaries are in compliance with any and all applicable requirements of the
Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by
the Commission thereunder that are effective as of the date hereof and as of the Closing Date. The Company and the Subsidiaries maintain
a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance
with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial
statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with
management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets
at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have established
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and
designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it
files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s
rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of
the Company and the Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act
(such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange
Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations
as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as
such term is defined in the Exchange Act) that have materially affected, or is reasonably likely to materially affect, the internal control
over financial reporting of the Company and its Subsidiaries.


 




    	 	15	 



     


    

 





(r) Certain
Fees. Other than as set forth on Schedule 3.1(r), no brokerage or finder’s fees or commissions are or will be payable
by the Company or any Subsidiaries 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.


 


(s) Private
Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration
under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby.
The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.


 


(t) Investment
Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities, will not be
or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The
Company shall conduct its business in a manner so that it will not become an “investment company” subject to registration
under the Investment Company Act of 1940, as amended.


 


(u) Registration
Rights. Other than as described in the SEC Reports and pursuant to this Agreement, no Person has any right to cause the Company to
effect the registration under the Securities Act of any securities of the Company or any Subsidiaries.


 


(v) 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 otherwise provided in any of the SEC Reports, the Company has not, in the twelve (12) months preceding the date hereof, received
notice from any Trading Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance
with the listing or maintenance requirements of such Trading Market. The Company is, and has no reason to believe that it will not in
the foreseeable.


 


(w) 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 Articles of Incorporation (or similar charter documents) or the laws of its state of
incorporation that is or could become applicable to a Purchaser as a result of such Purchaser 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 Securities and such Purchaser’s ownership of the Securities.


 







    	 	16	 



     


    

 


(x) 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 the Purchasers or any of their agents or counsel with any information
that it believes constitutes or might constitute material, non-public information. The Company understands and confirms that the Purchasers
will rely on the foregoing representation in effecting transactions in securities of the Company. All of the disclosure furnished by
or on behalf of the Company to the Purchasers regarding the Company and its Subsidiaries, their respective businesses and the transactions
contemplated hereby, including the Disclosure Schedules to this Agreement, is true and correct and does not contain any untrue statement
of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances
under which they were made, not misleading. The 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 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.


 


(y) No
Integrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, neither
the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or
sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities
to be integrated with prior offerings by the Company for purposes of (i) the Securities Act which would require the registration of any
such securities under the Securities Act, or (ii) any applicable shareholder approval provisions of any Trading Market on which any of
the securities of the Company are listed or designated.


 


(z) No
General Solicitation. Neither the Company nor any person acting on behalf of the Company has offered or sold any of the Securities
by any form of general solicitation or general advertising. The Company has offered the Securities for sale only to the Purchasers and
certain other “accredited investors” within the meaning of Rule 501 under the Securities Act.


 


(aa) 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.


 




    	 	17	 



     


    

 





(bb) Accountants.
The Company’s accounting firm is set forth on Schedule 3.1(bb) of the Disclosure Schedules. To the knowledge and belief
of the Company, such accounting firm is a registered public accounting firm as required by the Exchange Act.


 


(cc) No
Disagreements with Accountants and Lawyers. There are no disagreements of any kind presently existing, or reasonably anticipated
by the Company to arise, between the Company and the accountants and lawyers formerly or presently employed by the Company and the
Company is current with respect to any fees owed to its accountants and lawyers which could affect the Company’s ability to
perform any of its obligations under any of the Transaction Documents.


 


(dd) Acknowledgment
Regarding Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each Purchaser 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 a Purchaser or
any of its respective representatives or agents in connection with the Transaction Documents and the transactions contemplated
thereby is merely incidental to such Purchaser’s purchase of the Securities. The Company further represents to the Purchasers
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.


 






    	 	18	 



     


    

 


(ee) 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 Securities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of,
any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other
securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Company’s placement
agent in connection with the placement of the Securities.


 


(ff) Stock
Option Plans. 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.


 





(gg) 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”).


 


(hh) 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 any Purchaser’s
request.


 


(ii) Bank
Holding Company Act. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company Act of
1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal
Reserve”). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly or indirectly, five percent
(5%) or more of the outstanding shares of any class of voting securities or twenty-five percent or more of the total equity of a bank
or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries or
Affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and
to regulation by the Federal Reserve.


 


(jj) Reserved.


 


(kk) 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 (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 know of no basis for any such
claim.


 






    	 	19	 



     


    

 


(ll) Seniority
and Indebtedness. Except as set forth in the SEC Reports or on Schedule 3.1(ll), the Company on the date hereof, has no
Indebtedness in excess of the amount of $50,000. As of the Closing Date, no Indebtedness or other claim against the Company is
senior to or pari passu with the Notes in right of payment, whether with respect to interest or upon liquidation or dissolution, or
otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets
covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).


 





(mm) Reserved.


 


(nn) 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, suit 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.


 


(oo) Subsidiary
Rights. The Company has the unrestricted right to vote, and (subject to limitations imposed by applicable law) to receive dividends
and distributions on, all capital securities of its Subsidiaries as owned by the Company or any Subsidiary.


 


(pp) Shell
Company Status. The Company is not presently and has not been an issuer identified
as a “Shell Company,” at any time within the past five (5) years.


 


3.2 Representations
and Warranties of the Purchasers. Each Purchaser severally, with respect to itself, and not jointly with any 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.


 




    	 	20	 



     


    

 





(b) Own
Account. Such Purchaser understands that the Securities are “restricted securities” and have not been registered under
the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with
a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state
securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable
state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the
distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty
not limiting such Purchaser’s right to sell the Securities in compliance with applicable federal and state securities laws). Such
Purchaser is acquiring the Securities hereunder in the ordinary course of its business.


 


(c) Purchaser
Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each date on which
it converts its Note or exercises its Warrant it will be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3),
(a)(7) or (a)(8) 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 Securities,
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
Securities and, at the present time, is able to afford a complete loss of such investment.


 


(e) General
Solicitation. Such Purchaser is not purchasing the Securities as a result of any advertisement, article, notice or other communication
regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at
any seminar or any other general solicitation or general advertisement.


 






    	 	21	 



     


    

 


(f) Certain
Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser has not directly
or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, 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 Securities covered by this Agreement. Other than to
other Persons party to this Agreement, 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).


  


(g) Receipt
and Review of Information. Such Purchaser and its
advisers, if any, have had a reasonable opportunity to ask questions of and receive answers from the Company’s officers and any
other persons authorized by the Company to answer such questions, concerning, among other related matters, the offer and sale of the
Securities, this Agreement and the other Transaction Documents, as well as the business, financial condition, results of operations and
prospects of the Company, and all such questions have been answered by the Company to the full satisfaction of such Purchaser and his
or her advisers, if any. Additionally, such Purchaser has had the opportunity to review all information requested from the Company and/or
filed in the Company’s SEC Reports including, without limitation, information relating to the proposals being submitted to the
Company’s stockholders for approval at the Annual Meeting of Stockholders to be held on October 13, 2021, and set forth in the
Company’s Definitive Proxy Statement on Schedule 14A filed with the Commission on August 26, 2021 (File No. 00017204).


 


The
Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect a 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 transaction contemplated hereby.


 


ARTICLE
IV.


OTHER
AGREEMENTS OF THE PARTIES


 


4.1 Transfer
Restrictions.


 


(a) The
Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities
other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser or in connection
with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion
of counsel selected by the transferor and reasonably acceptable to the Company, at the Company’s sole expense in the form and substance
of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such
transferred Securities under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by
the terms of this Agreement and shall have the rights and obligations of a Purchaser under this Agreement.


 






    	 	22	 



     


    

 


(b) Each
Purchaser agrees to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Securities in the following
form:


 





[NEITHER]
THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS [CONVERTIBLE] HAS [NOT] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY [AND THE SECURITIES ISSUABLE UPON
[CONVERSION] OF THIS SECURITY] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER
LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR
OTHER LOAN SECURED BY SUCH SECURITIES.


 


The
Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered
broker-dealer or grant a security interest in some or all of its Securities to a financial institution that is an “accredited investor”
as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and, if required under
the terms of such arrangement, a Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge
or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor
shall be required in connection therewith. Further, no notice shall be required of such pledge. At the Company’s expense, the Company
will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection
with a pledge or transfer of the Securities.


 






    	 	23	 



     


    

 


(c) Certificates
evidencing the Conversion Shares or the Warrant Shares shall not contain any legend (including the legend set forth in Section 4.1(b)
hereof): (i) while a registration statement covering the resale of such security is effective under the Securities Act; (ii) following
any sale of such Conversion Shares or the Warrant Shares pursuant to Rule 144; (iii) if such Conversion Shares or the Warrant Shares
are eligible for sale under Rule 144; or (iv) if such legend is not required under applicable requirements of the Securities Act (including
judicial interpretations and pronouncements issued by the staff of the Commission). The
Company shall upon request of a Purchaser and at the Company’s sole expense cause its counsel (or at such Purchaser’s option,
counsel selected by such Purchaser) to issue a legal opinion to the Transfer Agent promptly after any of the events described in (i)-(iv)
in the preceding sentence if required by the Transfer Agent to effect the removal of the legend hereunder (with a copy to the applicable
Purchaser and its broker). If all or any portion of any Note or Warrant is converted or exercised,
respectively, at a time when there is an effective registration statement to cover the resale of the Conversion Shares or the Warrant
Shares, respectively, or if such Conversion Shares or the Warrant Shares may be sold under Rule 144 or if such legend is not otherwise
required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff
of the Commission) then such Conversion Shares or the Warrant Shares shall be issued free of all legends. The Company agrees that following
such time as such legend is no longer required under this Section 4.1(c), it will, no later than two (2) Trading Days following the delivery
by a Purchaser to the Company or the Transfer Agent of a certificate representing Conversion Shares or the Warrant Shares, as applicable,
issued with a restrictive legend (such third (3rd) Trading Day, the “Legend Removal Date”), instruct the
Transfer Agent to deliver or cause to be delivered to the Purchaser a certificate representing such shares that is free from all restrictive
and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions
on transfer set forth in this Section 4. Certificates for the Conversion Shares or the Warrant Shares subject to legend removal hereunder
shall be transmitted by the Transfer Agent to a Purchaser by crediting the account of such Purchaser’s prime broker with the Depository
Trust Company System as directed by such Purchaser.


 





(d) In
addition to a Purchaser’s other available remedies, the Company shall pay to a Purchaser, in cash, as partial liquidated damages
and not as a penalty, $1,000 per Trading Day for each Trading Day after the Legend Removal Date until such certificate is delivered without
a legend. Nothing herein shall limit a Purchaser’s right to pursue actual damages for the Company’s failure to deliver certificates
representing any Securities as required by the Transaction Documents, and such Purchaser shall have the right to pursue all remedies
available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.


 


4.2 Acknowledgment
of Dilution. The Company acknowledges that the issuance of the Securities may result in dilution of the outstanding shares of Common
Stock, which dilution may be substantial under certain market conditions. The Company further acknowledges that its obligations under
the Transaction Documents, including, without limitation, its obligation to issue the Conversion Shares or the Warrant Shares pursuant
to the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction,
regardless of the effect of any such dilution or any claim the Company may have against a Purchaser and regardless of the dilutive effect
that such issuance may have on the ownership of the other stockholders of the Company.


 






    	 	24	 



     


    

 


4.3 Furnishing
of Information; Public Information.


 


(a) The
Company covenants to maintain the registration of the Common Stock under Section 12(b) or 12(g) of the Exchange Act and to timely file
(or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company
after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange
Act.


 





(b) At
any time during the period commencing from the six (6)-month anniversary of the Closing Date and ending at such time that all of the
Securities may be sold without the requirement for the Company to be in compliance with Rule 144(c)(1) and otherwise without restriction
or limitation pursuant to Rule 144, if the Company shall fail for any reason to satisfy the current public information requirement under
Rule 144(c) (a “Public Information Failure”) then, in addition to a Purchaser’s other available remedies, the
Company shall pay to such Purchaser, in cash, as partial liquidated damages and not as a penalty, by reason of any such delay in or reduction
of its ability to sell the Securities, an amount in cash equal to two percent (2.0%) of the aggregate Subscription Amount of a Purchaser’s
Securities on the day of a Public Information Failure and on every thirtieth (30th) day (pro-rated for periods totaling less
than thirty days) thereafter until the earlier of (a) the date such Public Information Failure is cured and (b) such time that such public
information is no longer required for such Purchaser to transfer the Conversion Shares or the Warrant Shares pursuant to Rule 144. The
payments to which a Purchaser shall be entitled pursuant to this Section 4.3(b) are referred to herein as “Public Information
Failure Payments.” Public Information Failure Payments shall be paid on the earlier of (i) the last day of the calendar month
during which such Public Information Failure Payments are incurred and (ii) the third (3rd) Business Day after the event or
failure giving rise to the Public Information Failure Payments is cured. In the event the Company fails to make Public Information Failure
Payments in a timely manner, such Public Information Failure Payments shall bear interest at the rate of 1.5% per month (prorated for
partial months) until paid in full. Nothing herein shall limit a Purchaser’s right to pursue actual damages for the Public Information
Failure, and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation,
a decree of specific performance and/or injunctive relief.


 


4.4 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 Securities in a manner that would require the
registration under the Securities Act of the sale of the Securities or that would be integrated with the offer or sale of the Securities
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.


 






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4.5 Conversion
and Exercise Procedures. The form of Notice of Conversion or Notice of Exercise included in the Notes or the Warrants, respectively,
sets forth the totality of the procedures required of the Purchasers in order to convert such Notes or exercise such Warrants. Without
limiting the preceding sentences, no ink-original Notice of Conversion or Notice of Exercise shall be required, nor shall any medallion
guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be required in order to convert the Notes or
exercise the Warrants, respectively. No additional legal opinion, other information or Notice of Exercise instructions shall be required
of any Purchaser to convert its Note or exercise its Warrant, respectively. The Company shall honor conversions of the Notes or exercise
of the Warrants, and shall deliver Conversion Shares or the Warrant Shares, respectively, in accordance with the terms, conditions and
time periods set forth in the Transaction Documents.


 





4.6 Shareholder
Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that the 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 a Purchaser
could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents
or under any other agreement between the Company and such Purchaser.


 


4.7 Material
Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction
Documents, the Company covenants and agrees that neither it, nor any of
its subsidiaries, nor any other Person acting on its behalf, will provide any Purchaser or its
agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such
information is disclosed to the public, or such Purchaser shall have entered into a written agreement
with the Company regarding the confidentiality and use of such information. The Company understands and confirms that the Purchasers
will be relying on the foregoing covenant in effecting transactions in securities of the Company.


 


4.8 Use
of Proceeds. The Company shall use the net proceeds as set forth on Schedule 4.8.


 






    	 	26	 



     


    

 


4.9 Indemnification
of the Purchasers. Subject to the provisions of this Section 4.9, the Company will indemnify and hold the Purchasers and their respective
directors, officers, managers, 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, managers, 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 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 the Purchaser Party, with respect
to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of the Purchaser Party’s
representations, warranties or covenants under the Transaction Documents or any agreements or understandings the 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 the Purchaser
Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser
Party in respect of which indemnity may be sought pursuant to this Agreement, the Purchaser Party shall promptly notify the Company in
writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to
the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense
thereof, but the fees and expenses of such counsel shall be at the expense of the 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 the 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 (x) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which
shall not be unreasonably withheld or delayed; or (y) 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 the Purchaser
Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.9 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
indemnification 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.


 


4.10 Reservation
and Listing of Securities and SEC Filings.


 


(a)
The Company shall maintain a reserve from its duly authorized shares of Common Stock for issuance pursuant to the Transaction Documents
in such amount as may then be required to fulfill its obligations in full under the Transaction Documents.


 






    	 	27	 



     


    

 


(b)
If, on any date, the number of authorized but unissued (and otherwise unreserved) shares of Common Stock is less than 200% of the Required
Minimum on such date, then the Board of Directors shall use commercially reasonable efforts to amend the Company’s Articles of
Incorporation to increase the number of authorized but unissued shares of Common Stock to 200% of the Required Minimum at such time,
as soon as possible and in any event not later than the 75th day after such date.


 


(c)
The Company shall, if applicable: (i) in the time and manner required by the principal Trading Market, prepare and file with such Trading
Market an additional shares listing application covering a number of shares of Common Stock at least equal to the Required Minimum on
the date of such application; (ii) take all steps necessary to cause such shares of Common Stock to be approved for listing or quotation
on such Trading Market as soon as possible thereafter; (iii) provide to the Purchaser evidence of such listing or quotation; and (iv)
maintain the listing or quotation of such Common Stock on any date at least equal to the Required Minimum on such date on such Trading
Market or another Trading Market.


 





4.11 Subsequent
Equity Sales.


 


		(a)	From
                                            the date hereof until none of the Notes remain outstanding, 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, whereby the
                                            Company may issue securities at a future determined price. 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.
	 	 	 
		(b)	Notwithstanding
                                            the foregoing, this Section 4.11 shall not apply in respect of an Exempt Issuance, except
                                            that no Variable Rate Transaction shall be an Exempt Issuance.



 






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4.12 Certain
Transactions and Certain Acknowledgements and Obligations of the Company. Each Purchaser covenants and agrees, so long as such Purchaser
holds any portion of its Note, that neither it, nor any Affiliate acting on its behalf or pursuant to any understanding with it will
execute any Short Sales (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the
Common Stock or (ii) hedging transaction, which establishes a net short position with respect to the Company’s Common Stock)
during the period commencing with the execution of this Agreement and ending on the earlier of Maturity Date (as defined in the Notes)
of such Note or the full repayment or conversion of such Note; provided that this provision shall not prohibit any sales made where a
corresponding Notice of Conversion or Notice of Exercise, as applicable, is tendered to the Company and the shares received upon such
conversion or exercise are used to close out such sale (a “Prohibited Short Sale”). Notwithstanding the foregoing,
solely with respect to a Purchaser that has acquired securities from the Company pursuant to a prior securities purchase agreement, such
Purchaser shall not be deemed to have consummated any Prohibited Short Sales at any given time of determination.


 


So
long as any of the Securities covered by the Transaction Documents are outstanding: (a) the Company shall 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 and the Company shall meet the current public information requirements of Rule 144(c) under the Securities
Act as of the end of the period in question, (b) the Company shares of Common Stock must be DWAC Eligible and not subject to a “DTC
chill,”, (c) the Conversion Shares or the Warrant Shares, as applicable, shall be deemed “freely tradeable” shares
(for the purposes of this sub-section, “freely tradeable” shares shall mean that such shares are
eligible for resale pursuant to Rule 144 (provided the Company is compliant with its current public information requirements) promulgated
by the Commission pursuant to the Securities Act or such shares are the subject of a then effective registration statement),
(d) the Common Stock is trading on any Trading Market (subject to any volume restrictions set forth in the Notes) and all of the shares
issuable pursuant to the Transaction Documents are listed or quoted for trading on any Trading Market (and the Company believes, in good
faith, that trading of the Common Stock on any Trading Market will continue uninterrupted for the foreseeable future), and (e) the applicable
Purchaser is not in possession of any information provided by the Company, any of its Subsidiaries, or any of their officers, directors,
employees, agents or Affiliates, that constitutes, or may constitute, material non-public information. For the avoidance of doubt, so
long as an Event of Default has occurred and is continuing or the Company is not in compliance with all of its covenants set forth in
this paragraph, the Company shall not be entitled to deliver Common Stock to the Holders under Section 2(g) of the Notes and shall make
any Monthly Repayment under Section 2(g) of the Notes in cash.


 








4.13 Right
of Participation.


 


		(a)	For
                                            a period of twelve (12) months after the Closing Date,
                                            upon any issuance by the Company of Common Stock, Common Stock Equivalents, conventional
                                            debt or a combination of such securities and/or debt (a “Subsequent Financing”),
                                            the Purchasers shall have the right to participate in up to an amount of the Subsequent Financing
                                            equal to thirty-five percent (35%) of the Subsequent Financing (the “Participation
                                            Maximum”) on the same terms, conditions and price provided for in the Subsequent
                                            Financing, which participation shall be pro rata to the Purchasers’ respective Subscription
                                            Amounts.



 






    	 	29	 



     


    

 


		(b)	At
                                            least three (3) Trading Days prior to the closing of the Subsequent Financing, the Company
                                            shall deliver to each Purchaser a written notice of its intention to effect a Subsequent
                                            Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if
                                            such Purchaser wants to review the details of such financing (such additional notice, a “Subsequent
                                            Financing Notice”). Upon the request of any such Purchaser, and only upon a request
                                            by a Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later
                                            than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such
                                            Purchaser. The Subsequent Financing Notice shall describe in reasonable detail the proposed
                                            terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder
                                            and the Person or Persons through or with whom such Subsequent Financing is proposed to be
                                            effected and shall include a term sheet or similar document relating thereto as an attachment.
	 	 	 
		(c)	If
                                            a Purchaser desires to participate in such Subsequent Financing, such Purchaser must provide
                                            written notice to the Company that such Purchaser is willing to participate in the Subsequent
                                            Financing, the amount of such Purchaser’s participation, and representing and warranting
                                            that such Purchaser has such funds ready, willing, and available for investment on the terms
                                            set forth in the Subsequent Financing Notice.



 











		(d)	Each
                                            Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the
                                            Participation Maximum. “Pro Rata Portion” means the ratio of (x) the Subscription
                                            Amount of Securities purchased on the Closing Date by a Purchaser participating under this
                                            Section 4.13 and (y) the sum of the aggregate Subscription Amounts of Securities purchased
                                            on the Closing Date by all Purchasers participating under this Section 4.13. If notifications
                                            by a Purchaser of their willingness to participate in the Subsequent Financing (or to cause
                                            their designees to participate) is, in the aggregate, less than the total amount of such
                                            Purchaser’s Pro Rata Portion, then the Company may effect the remaining portion of
                                            such Subsequent Financing on the terms and with the other Purchasers set forth in the Subsequent
                                            Financing Notice for any remaining amount.
	 	 	 
		(e)	The
                                            Company must provide a Purchaser with a second Subsequent Financing Notice, and such Purchaser
                                            will again have the right of participation set forth above in this Section 4.13, if the Subsequent
                                            Financing subject to the initial Subsequent Financing Notice is not consummated for any reason
                                            on the terms set forth in such Subsequent Financing Notice within thirty (30) Trading Days
                                            after the date of the initial Subsequent Financing Notice.
	 	 	 
		(f)	The
                                            Company and each Purchaser agree that if a Purchaser elects to participate in the Subsequent
                                            Financing, the transaction documents related to the Subsequent Financing shall not include
                                            any term or provision whereby such Purchaser shall be required to agree to any restrictions
                                            on trading as to any of the Securities purchased hereunder or be required to consent to any
                                            amendment to or termination of, or grant any waiver, release or the like under or in connection
                                            with, this Agreement, without the prior written consent of such Purchaser.



 






    	 	30	 



     


    

 


		(g)	Notwithstanding
                                            anything to the contrary in this Section 4.13 and unless otherwise agreed to by the Purchasers,
                                            the Company shall either confirm in writing to each Purchaser that the transaction with respect
                                            to the Subsequent Financing has been abandoned or shall publicly disclose its intention to
                                            issue the securities in the Subsequent Financing, in either case in such a manner such that
                                            the Purchasers will not be in possession of any material, non-public information, by the
                                            tenth (10th) Trading Day following delivery of the Subsequent Financing Notice.
                                            If by such tenth (10th) Trading Day, no public disclosure regarding a transaction
                                            with respect to the Subsequent Financing has been made, and no notice regarding the abandonment
                                            of such transaction has been received by the Purchasers, such transaction shall be deemed
                                            to have been abandoned and the Purchasers shall not be deemed to be in possession of any
                                            material, non-public information with respect to the Company or any of its Subsidiaries.



 





4.14
Securities Laws Disclosure; Publicity. The Company
shall (a) by 9:30 a.m. (New York City time) on the Trading Day immediately following the date hereof, issue a press release disclosing
the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents
as exhibits thereto, with the Commission within the time required by the Exchange Act. 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 the
Purchasers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection
with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 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, affiliates, employees or agents, on the one hand,
and any of the Purchasers or any of their affiliates, on the other hand, shall terminate. The Company and the Purchasers shall consult
with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor
any of the Purchasers 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 a Purchaser, or without the prior consent of the Purchasers, 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 any registration statement contemplated by this Agreement 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). Notwithstanding anything in any Transaction Document to the contrary, to the extent that the Company
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 with respect to, or a duty not to trade on the basis of, such material,
non-public information.


 






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4.15 Form D; Blue Sky Filings. The Company agrees to timely file a Form D with respect to
the Securities as required under Regulation D and to provide a copy thereof, promptly upon request of the Purchaser. The Company shall
take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to qualify the Securities
for, sale to the Purchasers at the First Closing under applicable securities or “Blue Sky” laws of the states of the
United States, and shall provide evidence of such actions promptly upon request of the Purchaser.


 


4.16 Reserved.


 


ARTICLE
V.


MISCELLANEOUS


 


5.1 Termination.
This Agreement may be terminated by a Majority-in-Interest of the Purchasers by written notice to the Company, if the Closing has not
been consummated on or before November 4, 2021; provided, however, that such termination will not affect the right of any party to sue
for any breach by any other party (or parties).


 


5.2 Fees
and Expenses. Except as expressly set forth in the
Transaction Documents to the contrary, each party shall pay the fees and expenses of its 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 Notice of Conversion or Notice of Exercise delivered by a Purchaser), stamp
taxes and other taxes and duties levied in connection with the delivery of the Conversion Shares or the Warrant Shares to a Purchaser.


 


5.3 Entire
Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties
with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect
to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.


 


5.4 Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall
be deemed given and effective on the earliest of: (i) the date of transmission, if such notice or communication is delivered by either
(x) facsimile to the facsimile number set forth on the signature pages attached hereto or (y) email to the email address set forth on
the signature pages hereto, on or prior to 12:00 p.m. (New York City time) on a Trading Day, in each case with confirmed notice of receipt;
(ii) the next Trading Day after the date of transmission, if such notice or communication is delivered by either (x) facsimile to the
facsimile number set forth on the signature pages attached hereto or (y) email to the email address set forth on the signature pages
hereto, on a day that is not a Trading Day or later than 12:00 p.m. (New York City time) on any Trading Day, in each case with confirmed
notice of receipt; (iii) the second (2nd) Trading Day following the date of mailing, if sent by U.S. nationally recognized
overnight courier service; or (iv) 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.


 






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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 a Majority-in-Interest of the Purchasers or, in the case of a waiver, by the party against
whom enforcement of any such waived provision is sought. No waiver of any default with respect to any provision, condition or requirement
of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other
provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner
impair the exercise of any such right. Any amendment effected in accordance with accordance with this Section 5.5 shall be binding upon
the Company and the Purchasers. No consideration (other
than reimbursement of legal fees) shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision
of any of the Transaction Documents unless the same consideration also is offered to all of the other parties to the Transaction Documents,
including but not limited to, the Purchasers.


 


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 a Majority-in-Interest
of the Purchasers (other than by merger). Each Purchaser may assign any or all of its rights under this Agreement to any Person to whom
the Purchaser assigns or transfers any Securities, provided that such transferee agrees in writing to be bound, with respect to the transferred
Securities, by the provisions of the Transaction Documents that apply to such “Purchaser.”


 


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 4.9.


 






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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 suit, action or proceeding, any claim that it is not personally subject
to the jurisdiction of any such court, that such suit, action or proceeding is 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 suit, 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, suit or proceeding to enforce any provisions of the Transaction Documents, then, in addition
to the obligations of the Company under Section 4.9, the prevailing party in such action, suit or proceeding shall be reimbursed by the
other 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 Securities.


 


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 facsimile transmission or by e-mail delivery
of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose
behalf such signature is executed) with the same force and effect as if such facsimile or “.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.


 






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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 a 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; provided, however, that in the case of a rescission of a conversion or exercise of
any Note or Warrant, respectively, such Purchaser shall be required to return any shares of Common Stock subject to any such rescinded
conversion notice concurrently with the return to such Purchaser of the aggregate exercise price paid to the Company for such shares.


 


5.14 Replacement
of Securities. If any certificate or instrument evidencing any Securities 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, 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 a 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.


 






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5.17 Usury.
To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever claim, and will
resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at any time hereafter
in force, in connection with any claim, action or proceeding that may be brought by a Purchaser in order to enforce any right or remedy
under any Transaction Document. Notwithstanding any provision to the contrary contained in any Transaction Document, it is expressly
agreed and provided that the total liability of the Company under the Transaction Documents for payments in the nature of interest shall
not exceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”), and, without limiting the
foregoing, in no event shall any rate of interest or default interest, or both of them, when aggregated with any other sums in the nature
of interest that the Company may be obligated to pay under the Transaction Documents exceed such Maximum Rate. It is agreed that if the
maximum contract rate of interest allowed by law and applicable to the Transaction Documents is increased or decreased by statute or
any official governmental action subsequent to the date hereof, the new maximum contract rate of interest allowed by law will be the
Maximum Rate applicable to the Transaction Documents from the effective date thereof forward, unless such application is precluded by
applicable law. If under any circumstances whatsoever, interest in excess of the Maximum Rate is paid by the Company to a Purchaser with
respect to indebtedness evidenced by the Transaction Documents, such excess shall be applied by such Purchaser to the unpaid principal
balance of any such indebtedness or be refunded to the Company, the manner of handling such excess to be at such Purchaser’s election.


 


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]


 




    	 	36	 



     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.


 




 


	INFINITY
    ENERGY RESOURCES, INC.	 	Address
    for Notice:
	 	 	 	11900
    College Blvd., Suite 310
	 	 	 	Overland
    Park, KS 66210
	 	 	 	 
	By:	 	 	Fax:
    _____________
	Name:	Stanton
    E. Ross	 	 
	Title:	CEO,
    President & Chairman	 	Email:
    ____________


 










[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK


SIGNATURE
PAGE FOR PURCHASER FOLLOWS]


 


[Company
Signature Page to INFINITY ENERGY RESOURCES, INC. SPA]


 






    	 	 	 



     


    

 


[PURCHASER
SIGNATURE PAGE TO INFINITY ENERGY RESOURCES, INC. SECURITIES PURCHASE AGREEMENT]


 


IN
WITNESS WHEREOF, the undersigned has caused this Securities Purchase Agreement to be duly executed by its authorized signatory as of
the date first indicated above.


 


Name
of Purchaser: ___________


 


	Signature of Authorized Signatory of Purchaser:	 
	 	 
	Name of Authorized Signatory: 	 
	Title of Authorized Signatory:	 
	Email Address of Authorized Signatory: 	 
	Facsimile Number of Authorized Signatory:	 
	 	 
	Address for Notice to Purchaser:	 



 


__________________________


__________________________


__________________________


 


Subscription
Amount: $_______________


 


Number
of Warrant Shares__________


 


EIN
Number: ___________