Exhibit
10.2


 


SECURITIES
PURCHASE AGREEMENT


 


This
Securities Purchase Agreement (this “Agreement”) is dated as of ________, 2021, by and between theMaven, Inc., a Delaware
corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors
and assigns, a “Purchaser” and collectively, the “Purchasers”).


 


WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended
(the “Securities Act”), and Rule 506 promulgated thereunder, the Company desires to issue and sell to each Purchaser,
and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described
in this Agreement.


 


NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the adequacy
and sufficiency of which are hereby acknowledged, the Company and each Purchaser agree as follows:


 


ARTICLE
I.


DEFINITIONS


 


1.1
Definitions. In addition to the terms defined elsewhere in this Agreement the following terms have the meanings set forth in this
Section 1.1:


 


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


 


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


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.


 


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


 


“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal, legal holiday in the United States or any day
on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.


 


“Closing”
means the closing or closings, as applicable, of the purchase and sale of the Shares pursuant to Section 2.1.


 


“Closing
Date” means the closing date or closing dates, as applicable, which will be the Trading Day on which all of the Transaction
Documents for those investors whose Transaction Documents have been executed and delivered by the applicable parties thereto, and all
conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount and (ii) the Company’s obligations
to deliver the Shares, in each case, have been satisfied or waived as of that date.


 


“Commission”
means the United States Securities and Exchange Commission.


 


“Common
Stock” means the common stock of the Company, par value $0.01 per share, and any other class of securities into which such
securities may hereafter be reclassified or changed.


 


“Common
Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire
at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant, or other instrument that
is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.


 


“Company
Counsel” means Baker & Hostetler LLP, with offices located at 11601 Wilshire Boulevard, Suite 1400, Los Angeles, California
90025-0509.


 




    	 



     


    




 


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


 


“Effective
Date” means the earliest of the date that (a) the initial Registration Statement has been declared effective by the Commission,
(b) all of the Registrable Securities have been sold pursuant to Rule 144 or may be sold pursuant to Rule 144 without the requirement
for the Company to be in compliance with the current public information required under Rule 144 and without volume or manner-of-sale
restrictions, (c) following the one-year anniversary of the applicable Closing Date provided that a holder of the Registrable Securities
is not an Affiliate of the Company, or (d) all of the Registrable Securities may be sold pursuant to an exemption from registration under
Section 4(a)(1) of the Securities Act without volume or manner-of-sale restrictions and Company Counsel has delivered to such holders
a standing written unqualified opinion that resales may then be made by such holders of the Registrable Securities pursuant to such exemption,
which opinion shall be in form and substance reasonably acceptable to such holders.


 


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


 


“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).


 


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


 


“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.


 


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


 


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


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof), or other entity of any kind.


 


“Proceeding”
means an action, claim, suit, investigation, or proceeding (including, without limitation, an informal investigation or partial proceeding,
such as a deposition), whether commenced or threatened.


 


“Public
Information Failure” shall have the meaning ascribed to such term in Section 4.2(b).


 


“Public
Information Failure Payments” shall have the meaning ascribed to such term in Section 4.2(b).


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


 


“Registration
Rights Agreement” means the Registration Rights Agreement, dated on or about the date hereof, among the Company and the Purchasers,
in the form of Exhibit A attached hereto.


 


“Registrable
Securities” shall have the meaning ascribed to such term in the Registration Rights Agreement.


 


“Registration
Statement” means a registration statement meeting the requirements set forth in the Registration Rights Agreement and covering
the resale of the Registrable Securities by each Purchaser, as provided for in the Registration Rights Agreement.


 




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


 


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


 


“Rule
424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.


 


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


 


“Shares”
means the shares of Common Stock purchased hereunder.


 


“Short
Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be
deemed to include locating and/or borrowing shares of Common Stock).


 


“Subscription
Amount” shall mean, as to each Purchaser, the aggregate amount to be paid for the Shares purchased hereunder as specified below
such Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription Amount,” in United
States dollars and in immediately available funds.


 


“Subsidiary”
means any subsidiary of the Company as set forth on 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.


 


“Threshold
Amount” means beneficial ownership of shares of Common Stock, on a fully diluted basis, in excess of 14.99% of the outstanding
shares of Common Stock or the voting power of the Company.


 


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


 


“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date
in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock
Exchange, the OTC Markets Group Inc. (the “OTC Markets”) OTCQB® Venture Market (the “OTCQB”), the
OTC Markets’ OTCQX® Best Market (the “OTCQX”), or the OTC Markets’ Pink Open Market (the “Pink
Open Market”) (or any successors to any of the foregoing).


 


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


 


“Transfer
Agent” means American Stock Transfer and Trust Company, the current transfer agent of the Company, and any successor transfer
agent of the Company.


 


“Transfer
Agent Instruction Letter” means the irrevocable letter from the Company to the Transfer Agent that instructs the Transfer Agent
to issue the Shares purchased hereunder.


 


“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed
or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date)
on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30
a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the OTCQB or the OTCQX is not a Trading Market, the volume weighted
average price of the Common Stock for such date (or the nearest preceding date) on the OTCQB or the OTCQX, as applicable, (c) if the
Common Stock is not then listed or quoted for trading on the OTCQB or the OTCQX and if prices for the Common Stock are then reported
in the Pink Open Market published by the OTC Markets (or a similar organization or agency succeeding to its functions of reporting prices),
the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common
Stock as determined by an independent appraiser selected in good faith by the Purchasers of a majority in interest of the Shares then
outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.


 




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ARTICLE
II.


PURCHASE
AND SALE


 


2.1
Closing. On the applicable Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent
with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and
not jointly, agree to purchase, up to an aggregate of $25,000,000 of the Shares at a purchase price per share of $0.70, with an aggregate
value for each Purchaser equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such
Purchaser. Each Purchaser shall deliver to the Company, via wire transfer or a certified check, immediately available funds equal to
such Purchaser’s Subscription Amount and the Company shall deliver, or cause to be delivered, to each Purchaser its respective
Shares, and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the applicable Closing.
Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, each Closing shall occur remotely via the electronic
exchange of documents and signatures or at such other time and place as shall be agreed upon by the Company and each Purchaser. Notwithstanding
anything herein to the contrary, the Purchasers acknowledge and agree that, at the election of the Company, the transactions contemplated
here may consist of one or more Closings.


 


2.2
Deliveries.


 


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




 


	 	(i)	this Agreement duly executed by the Company for the Subscription
Amounts accepted as of such date;




 


	 	(ii)	the Transfer Agent Instruction Letter, duly executed by the
Company and the Transfer Agent, instructing the Transfer Agent to issue, in book-entry form, the number of Shares set forth below each
Purchaser’s name on the signature page of this Agreement registered in the name of such Purchaser, as more fully described in Section
4.1(d);
	 	 	 
	 	(iii)	the Company shall have provided each Purchaser with the Company’s
wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; and
	 	 	 
	 	(iv)	the Registration Rights Agreement duly executed by the Company.




 


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




 


	 	(i)	this Agreement duly executed by such Purchaser;
	 	 	 
	 	(ii)	such Purchaser’s Subscription Amount by wire transfer
to the account specified in writing by the Company; and
	 	 	 
	 	(iii)	the Registration Rights Agreement duly executed by such Purchaser.




 




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2.3
Closing Conditions.


 


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




 


	 	(i)	the accuracy in all material respects on (or, to the extent
representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the applicable Closing Date
of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall
be accurate as of such date);
	 	 	 
	 	(ii)	all obligations, covenants, and agreements of each Purchaser
required to be performed at or prior to the applicable Closing Date shall have been performed; and
	 	 	 
	 	(iii)	the delivery by each Purchaser of the items set forth in Section
2.2(b) of this Agreement.




 


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




 


	 	(i)	the accuracy in all material respects (or, to the extent representations
or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the applicable Closing Date
of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall
be accurate as of such date);
	 	 	 
	 	(ii)	all obligations, covenants, and agreements of the Company required
to be performed at or prior to the applicable Closing Date shall have been performed;
	 	 	 
	 	(iii)	the delivery by the Company of the items set forth in Section
2.2(a) of this Agreement;
	 	 	 
	 	(iv)	there shall have been no Material Adverse Effect with respect
to the Company since the date hereof; and
	 	 	 
	 	(v)	from the date hereof to the applicable 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 applicable Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or
limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading
Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have
occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect
on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes
it impracticable or inadvisable to purchase the Shares at the applicable Closing.




 




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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 hereby makes the following representations and warranties to each Purchaser:


 


	 	(a)	Subsidiaries.
    All of the direct and indirect Subsidiaries of the Company are set forth 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, 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.
	 	 	 
	 	(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.



 



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	 	(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 Shares and the consummation by it of the transactions contemplated hereby and thereby
    do not and will not: (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles
    of incorporation, bylaws, or other organizational or charter documents, (ii) conflict with, or constitute a default (or an event
    that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties
    or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration, or cancellation
    (with or without notice, lapse of time, or both) of, any agreement, credit facility, debt, or other instrument (evidencing a Company
    or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property
    or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict with or result
    in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental
    authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which
    any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii),
    such as could not have or reasonably be expected to result in a Material Adverse Effect.
	 	 	 
	 	(e)	Filings,
    Consents, and Approvals. The Company is not required to obtain any consent, waiver, authorization, or order of, give any notice
    to, or make any filing or registration with, any court or other federal, state, local, or other governmental authority or other Person
    in connection with the execution, delivery, and performance by the Company of the Transaction Documents, other than: (i) the filings
    required pursuant to Section 4.4 of this Agreement, (ii) the consents of the holders of a majority of interest of the shares of Common
    Stock that are subject to the Registration Rights Agreement between the Company and certain purchasers of the Series K Convertible
    Preferred Stock as to the Registration Rights Agreement, (iii) the filing(s) with the Commission pursuant to the Registration Rights
    Agreement, (iv) the filing of any requisite notice(s) and/or application(s) to each applicable Trading Market for the issuance and
    sale of the Shares and the listing of the Shares for trading or quotation, as the case may be, thereon in the time and manner required
    thereby, and (v) the filing of a Form D with the Commission under Regulation D of the Securities Act and such filings as are required
    to be made under applicable state securities laws (collectively, the “Required Approvals”).
	 	 	 
	 	(f)	Issuance
    of the Shares. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of 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. 
	 	 	 
	 	(g)	Capitalization.
    The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall
    also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date
    hereof. Except as set forth on Schedule 3.1(g), the Company has not issued any capital stock since its most recently filed
    periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s stock
    option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plans and
    pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic
    report under the Exchange Act. Except 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.
    Except as set forth on Schedule 3.1(g) and, as a result of the purchase and sale of the Shares, there are no outstanding options,
    warrants, scrip rights to subscribe to, calls, or commitments of any character whatsoever relating to, or securities, rights, or
    obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire any shares
    of Common Stock or the capital stock of any Subsidiary, or contracts, commitments, understandings, or arrangements by which the Company
    or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents or capital stock
    of any Subsidiary. Except as set forth on Schedule 3.1(g), the issuance and sale of the Securities will not obligate the Company
    or any Subsidiary to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and 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), there are no outstanding securities or instruments of the Company or any Subsidiary
    that contain any redemption or similar provisions, and there are no contracts, commitments, understandings, or arrangements by which
    the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not
    have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the
    outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid, and nonassessable, have been
    issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any
    preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder,
    the Board of Directors or others is required for the issuance and sale of the Shares. There are no stockholders agreements, voting
    agreements, or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to
    the knowledge of the Company, between or among any of the Company’s stockholders.



 



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	 	(h)	SEC
    Reports; Financial Statements. Except as set forth on Schedule 3.1(h), the Company has filed all reports, schedules, forms, statements,
    and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section
    13(a) or 15(d) thereof, for the two 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 set forth on Schedule 3.1(i), (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) other than as
    disclosed in its SEC Reports, the Company has not declared or made any dividend or distribution of cash or other property to its
    stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, and (v) the Company
    has not issued any equity securities to any officer, director, or Affiliate, except pursuant to existing Company stock option plans.
    The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance
    of the Shares contemplated by this Agreement, or as set forth on Schedule 3.1(g) or (i), no event, liability, fact, circumstance,
    occurrence, or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its
    Subsidiaries or their respective businesses, prospects, properties, operations, assets, or financial condition, that would be required
    to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not
    been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.



 



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	 	(j)	Litigation.
    Except as set forth on Schedule 3.1(j), there is no action, suit, inquiry, notice of violation, proceeding, or investigation
    pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary, or any of their respective
    properties before or by any court, arbitrator, governmental, or administrative agency, or regulatory authority (federal, state, county,
    local, or foreign) (collectively, an “Action”) which (i) adversely affects or challenges the legality, validity,
    or enforceability of any of the Transaction Documents or the Shares or (ii) could, if there were an unfavorable decision, have or
    reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer
    thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities
    laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated,
    any investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission
    has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any
    Subsidiary under the Exchange Act or the Securities Act.
	 	 	 
	 	(k)	Labor
    Relations. 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.
	 	 	 
	 	(l)	Compliance.
    Except as disclosed in Schedule 3.1(l), neither the Company nor any Subsidiary: (i) is in default under or in violation of
    (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the
    Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or
    that it is in violation of, any indenture, loan, or credit agreement or any other agreement or instrument to which it is a party
    or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is in violation
    of any judgment, decree, or order of any court, arbitrator, or other governmental authority, or (iii) is or has been in violation
    of any statute, rule, ordinance, or regulation of any governmental authority, including without limitation all 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.



 



    	9



     


    

 


	 	(m)	Environmental
    Laws. The Company and its Subsidiaries (i) are in compliance with all federal, state, local, and foreign laws relating to pollution
    or protection of human health or the environment (including ambient air, surface water, groundwater, land surface, or subsurface
    strata), including laws relating to emissions, discharges, releases, or threatened releases of chemicals, pollutants, contaminants,
    or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise
    relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials,
    as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters,
    orders, permits, plans, or regulations, issued, entered, promulgated, or approved thereunder (“Environmental Laws”);
    (ii) have received all permits, licenses, or other approvals required of them under applicable Environmental Laws to conduct their
    respective businesses; and (iii) are in compliance with all terms and conditions of any such permit, license, or approval where in
    each clause (i), (ii), and (iii), the failure to so comply could be reasonably expected to have, individually or in the aggregate,
    a Material Adverse Effect.
	 	 	 
	 	(n)	Regulatory
    Permits. The Company and the Subsidiaries possess all certificates, authorizations, and permits issued by the appropriate federal,
    state, local, or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports,
    except where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (“Material
    Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation
    or modification of any Material Permit.
	 	 	 
	 	(o)	Title
    to Assets. Except as set forth on Schedule 3.1(o), the Company and the Subsidiaries do not own any real property and have
    good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries,
    in each case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not
    materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and (ii) Liens
    for the payment of federal, state, or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP
    and, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the
    Company and the Subsidiaries are held by them under valid, subsisting, and enforceable leases with which the Company and the Subsidiaries
    are in compliance.
	 	 	 
	 	(p)	Intellectual
    Property. The Company and the Subsidiaries have, or have rights to use, all material patents, patent applications, trademarks,
    trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses, and other intellectual property
    rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports
    and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”).
    None of, and neither the Company nor any Subsidiary has received a written notice that any of, the Intellectual Property Rights has
    expired, terminated, or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date
    of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements
    included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights
    violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse
    Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement
    by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures
    to protect the secrecy, confidentiality, and value of all of their intellectual properties, except where failure to do so could not,
    individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.



 



    	10



     


    

 





	 	(q)	Insurance.
    The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and
    in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including,
    but not limited to, directors and officers insurance coverage at least equal to the aggregate Subscription Amount. Neither the Company
    nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage
    expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase
    in cost.
	 	 	 
	 	(r)	Transactions
    with Affiliates and Employees. Except as set forth in the SEC Reports or as is set forth on Schedule 3.1(r), none of the
    officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company
    or any Subsidiary, is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees,
    officers, and directors), including any contract, agreement, or other arrangement providing for the furnishing of services to or
    by providing for rental of real or personal property to or from, providing for the borrowing of money from or lending of money to
    or otherwise requiring payments to or from any officer, director, or such employee or, to the knowledge of the Company, any entity
    in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, stockholder,
    member, or partner, in each case in excess of $120,000 other than for (i) payment of salary or consulting fees for services rendered,
    (ii) reimbursement for expenses incurred on behalf of the Company, and (iii) other employee benefits, including stock option agreements
    under any stock option plan of the Company.
	 	 	 
	 	(s)	Sarbanes-Oxley;
    Internal Accounting Controls. Except as set forth in the SEC Reports, 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 applicable
    Closing Date. Except as set forth in the SEC Reports describing certain weaknesses, the Company and the Subsidiaries maintain a system
    of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with
    management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial
    statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with
    management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing
    assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as set forth in the SEC Reports
    describing certain weaknesses, 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, which includes discussion of certain weaknesses. 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.



 



    	11



     


    

 


	 	(t)	Certain
    Fees. 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.
	 	 	 
	 	(u)	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 Shares by the Company to the Purchasers as contemplated hereby.
    The issuance and sale of the Shares hereunder does not contravene the rules and regulations of the Trading Market.
	 	 	 
	 	(v)	Investment
    Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Shares, will not be
    or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
    The Company shall conduct its business in a manner so that it will not become an “investment company” subject to registration
    under the Investment Company Act of 1940, as amended.
	 	 	 
	 	(w)	Registration
    Rights. Other than as set forth on Schedule 3.1(w) and each of the Purchasers, no Person has any right to cause the Company
    or any Subsidiary to effect the registration under the Securities Act of any securities of the Company or any Subsidiaries.
	 	 	 
	 	(x)	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. The Company has not, in the 12 months preceding the date hereof, received notice from any Trading Market on which
    the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance
    requirements of such Trading Market. Except as set forth in the SEC Reports and as disclosed in Section 3.1(s) hereof, once the Company
    files the delinquent SEC Reports identified on Schedule 3.1(h), the Company believes it will be, and has no reason to believe
    that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements. The
    Common Stock is currently eligible for electronic transfer through the Depository Trust Company (the “DTC”) or
    another established clearing corporation and the Company is current in payment of the fees to the DTC (or such other established
    clearing corporation) in connection with such electronic transfer.
	 	 	 
	 	(y)	Application
    of Takeover Protections. The Company and the Board of Directors have taken all action, if any, in order to render inapplicable
    any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar
    anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its
    state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling
    their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s
    issuance of the Shares and the Purchasers’ ownership of the Shares.




    	12



     


    

 





	 	(z)	Disclosure.
    The Company confirms that it has not provided, and to the knowledge of the Company, none of its officers or directors nor any other
    Person acting on its or their behalf has provided any of the Purchasers or their agents or counsel with any information that it believes
    constitutes or might constitute material, non-public information regarding the Company or its Subsidiaries except (i) insofar as
    the existence, provisions, and terms of the Transaction Documents and the proposed transactions hereunder may constitute such information,
    all of which will be disclosed by the Company as contemplated by Section 4.4 hereof or (ii) to such Purchaser, prior to such disclosure,
    that has executed a written agreement regarding the confidentiality and use of such 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 the light of the circumstances under which they were 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.
	 	 	 
	 	(aa)	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 Shares 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 stockholder approval provisions of any Trading Market on
    which any of the securities of the Company are listed or designated.
	 	 	 
	 	(bb)	Tax
    Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material
    Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all United States federal, state, and local income and
    all foreign income and franchise tax returns, reports, and declarations required by any jurisdiction to which it is subject, (ii)
    has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such
    returns, reports, and declarations, and (iii) has set aside on its books provision reasonably adequate for the payment of all material
    taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any
    material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company or of any Subsidiary
    know of no basis for any such claim.
	 	 	 
	 	(cc)	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 Shares for sale only to the Purchasers, all
    of whom qualify as “accredited investors” within the meaning of Rule 501 under the Securities Act.
	 	 	 
	 	(dd)	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.
	 	 	 
	 	(ee)	Accountants.
    The Company’s independent registered public accounting firm is Marcum LLP.



 



    	13



     


    

 





	 	(ff)	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 that could affect the Company’s ability to
    perform any of its obligations under any of the Transaction Documents.
	 	 	 
	 	(gg)	Acknowledgment
    Regarding Purchasers’ Purchase of the Shares. The Company acknowledges and agrees that each of the Purchasers is acting
    solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated
    thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any
    similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by any
    Purchaser or any of their respective representatives or agents in connection with the Transaction Documents and the transactions
    contemplated thereby is merely incidental to the Purchasers’ purchase of the Shares. The Company further represents to each
    Purchaser that the Company’s decision to enter into this Agreement and the other Transaction Documents has been based solely
    on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.
	 	 	 
	 	(hh)	Acknowledgment
    Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding
    (except for Sections 3.2(g) and 4.11 hereof), it is understood and acknowledged by the Company that: (i) none of the Purchasers has
    been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities
    of the Company, or “derivative” securities based on securities issued by the Company or to hold the Shares for any specified
    term, (ii) past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales
    or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively
    impact the market price of the Company’s publicly-traded securities, (iii) any Purchaser, and counter-parties in “derivative”
    transactions to which any such Purchaser is a party, directly or indirectly, may presently have a “short” position in
    the Common Stock, and (iv) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length
    counter-party in any “derivative” transaction. The Company further understands and acknowledges that such hedging activities
    (if any) could reduce the value of the existing stockholders’ equity interests in the Company at and after the time that the
    hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a
    breach of any of the Transaction Documents.
	 	 	 
	 	(ii)	Regulation
    M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any
    action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate
    the sale or resale of any of the Shares, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any
    of the Shares, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities
    of the Company.
	 	 	 
	 	(jj)	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”).




    	14



     


    

 





	 	(kk)	U.S.
    Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the
    meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s
    request.
	 	 	 
	 	(ll)	Bank
    Holding Company Act. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company Act
    of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the
    “Federal Reserve”). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly or
    indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent or more
    of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company
    nor any of its Subsidiaries or Affiliates exercises a controlling influence over the management or policies of a bank or any entity
    that is subject to the BHCA and to regulation by the Federal Reserve.
	 	 	 
	 	(mm)	Money
    Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable
    financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable
    money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”),
    and no Action or Proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company
    or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any Subsidiary, threatened.
	 	 	 
	 	(nn)	No
    Disqualification Events. With respect to the Shares to be offered and sold hereunder in reliance on Rule 506 under the Securities
    Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company
    participating in the offering hereunder, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities,
    calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected
    with the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer
    Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to
    (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule
    506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification
    Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to
    the Purchasers a copy of any disclosures provided thereunder.
	 	 	 
	 	(oo)	Other
    Covered Persons. The Company is not aware of any person (other than any Issuer Covered Person) that has been or will be paid
    (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Shares.
	 	 	 
	 	(pp)	Notice
    of Disqualification Events. The Company will notify the Purchasers in writing, prior to the applicable Closing Date of (i) any
    Disqualification Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, become a Disqualification
    Event relating to any Issuer Covered Person.
	 	 	 
	 	(qq)	Stock
    Option Plans. Each stock option and warrant granted by the Company under the Company’s stock option plan and other equity
    incentive plans was granted in accordance with the terms of the Company’s stock option plan or other equity incentive plan.
    No stock option or warrant granted under the Company’s stock option plan or equity incentive plan has been backdated. The Company
    has not knowingly granted, and there is no and has been no Company policy or practice to knowingly grant, stock options prior to,
    or otherwise knowingly coordinate the grant of stock options with, the release or other public announcement of material information
    regarding the Company or its Subsidiaries or their financial results or prospects.



 



    	15



     


    

 





3.2
Representations and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and
warrants as of the date hereof and as of the applicable Closing Date to the Company as follows (unless as of a specific date therein,
in which case they shall be accurate as of such date):


 


	 	(a)	Organization;
    Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing, and in good standing
    under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company,
    or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise
    to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by
    such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate,
    partnership, limited liability company, or similar action, as applicable, on the part of such Purchaser. Each Transaction Document
    to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms
    hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its
    terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium, and
    other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to
    the availability of specific performance, injunctive relief, or other equitable remedies, and (iii) insofar as indemnification and
    contribution provisions may be limited by applicable law.
	 	 	 
	 	(b)	No
    Conflicts. The execution, delivery, and performance by such Purchaser of this Agreement and the consummation by such Purchaser
    of the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational documents of such Purchaser,
    if applicable, (ii) conflict with or constitute a default (or an event which with notice or lapse of time or both would become a
    default) under, or give to others any rights of termination, amendment, acceleration, or cancellation of, any agreement, indenture,
    or instrument to which such Purchaser is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment, or
    decree (including federal and state securities laws) applicable to such Purchaser, except in the case of clauses (ii) and (iii) above,
    for such conflicts, defaults, rights, or violations, which would not, individually or in the aggregate, reasonably be expected to
    have a Material Adverse Effect on the ability of such Purchaser to perform its obligations hereunder.
	 	 	 
	 	(c)	Own
    Account. Such Purchaser understands that the Shares are “restricted securities” and have not been registered under
    the Securities Act or any applicable state securities law and is acquiring the Shares as principal for its own account and not with
    a view to or for distributing or reselling such Shares 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 Shares 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 Shares 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 Shares pursuant to the Registration Statement or otherwise in compliance
    with applicable federal and state securities laws). Such Purchaser is acquiring the Shares hereunder in the ordinary course of its
    business.
	 	 	 
	 	(d)	Purchaser
    Status. At the time such Purchaser was offered the Shares, it was, and as of the date hereof it is, and on each Closing Date,
    it will be an “accredited investor” as defined in Rule 501(a) under the Securities Act.
	 	 	 
	 	(e)	Experience
    of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication, and
    experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment
    in the Shares, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of
    an investment in the Shares and, at the present time, is able to afford a complete loss of such investment.
	 	 	 




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	 	(f)	General
    Solicitation. Such Purchaser is not, to such Purchaser’s knowledge, purchasing the Shares as a result of any advertisement,
    article, notice, or other communication regarding the Shares published in any newspaper, magazine or similar media or broadcast over
    television or radio or presented at any seminar or, to the knowledge of such Purchaser, any other general solicitation or general
    advertisement.
	 	 	 
	 	(g)	Access
    to Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all
    exhibits and schedules thereto) and the SEC Reports and has been afforded (i) the opportunity to ask such questions as it has deemed
    necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of
    the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and its financial condition,
    results of operations, business, properties, management, and prospects sufficient to enable it to evaluate its investment; and (iii)
    the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense
    that is necessary to make an informed investment decision with respect to the investment. 
	 	 	 
	 	(h)	Certain
    Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor
    has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly, executed any purchases
    or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser
    first received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material
    terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing,
    in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions
    of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio
    managers managing other portions of such Purchaser’s assets, the representation set forth above shall only apply with respect
    to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by
    this Agreement. Other than to other Persons party to this Agreement or to such Purchaser’s representatives, including, without
    limitation, its officers, directors, partners, legal and other advisors, employees, agents, and Affiliates, such Purchaser has maintained
    the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this
    transaction). Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation
    or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions
    in the future.
	 	 	 
	 	(i)	No
    “Bad Actor” Disqualification. Neither (i) such Purchaser nor (ii) any entity that controls such Purchaser or is under
    the control of, or under common control with, such Person, is subject to any Disqualification Event, except for Disqualification
    Events covered by Rule 506(d)(ii) or (iii) or (d)(3) of the Securities Act and disclosed in writing in reasonable detail to the Company.
    Such Purchaser has exercised reasonable care to determine the accuracy of the representation made by such Purchaser in this paragraph,
    and agrees to notify the Company if such Purchaser becomes aware of any fact that made the representation given by such Purchaser
    hereunder inaccurate.



 



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	 	(j)	Reliance
    on Exemptions. Such Purchaser understand that the Shares being offered and sold to it in reliance on specific exemptions from
    the registration requirements of federal and state securities laws and that the Company is relying in part upon the truth and accuracy
    of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements, and understandings
    of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser
    to acquire the Shares.
	 	 	 
	 	(k)	Regulation
    M. Such Purchaser is aware that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of Common
    Stock and other activities with respect to the Common Stock by the Purchasers.
	 	 	 
	 	(l)	Beneficial
    Ownership. Other than Purchasers with holdings of Company securities in excess of the Threshold Amount prior to any purchases
    pursuant to this Agreement (“Existing Investors”), the purchase by such Purchaser of the Shares issuable to it
    at the Closing will not result in such Purchaser (individually or together with any other Person with whom such Purchaser has identified,
    or will have identified, itself as part of a “group” in a public filing made with the Commission involving the Company’s
    securities) (when added to any other securities of the Company that it or they then own or have the right to acquire) acquiring,
    or obtaining the right to acquire, in excess of the Threshold Amount on a post-transaction basis that assumes that such Closing shall
    have occurred. Other than Existing Investors, such Purchaser does not presently intend to, alone or together with others, make a
    public filing with the Commission to disclose that it has (or that it together with such other Persons have) acquired, or obtained
    the right to acquire, as a result of such Closing (when added to any other securities of the Company that it or they then own or
    have the right to acquire), in excess of the Threshold Amount on a post transaction basis that assumes that each Closing shall have
    occurred.
	 	 	 
	 	(m)	Residency.
    Such Purchaser’s residence (if an individual) or offices in which its investment decision with respect to the Shares was made
    (if an entity) are located at the address immediately below such Purchaser’s name on its signature page hereto.
	 	 	 
	 	(n)	Delinquent
    Reports. Each Purchaser acknowledges that (i) the Company is not “current” in its reporting obligations with the
    Commission and (ii) that the Shares will not be available for resale under the provisions of Rule 144 of the Securities Act after
    the requisite holding period set forth in such rule until such time, if ever, that the Company files all delinquent reports and other
    information with the Commission and is considered “current” in its filing obligations for a period of twelve months.
    


 


The
Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend, or affect such Purchaser’s
right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties
contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement
or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained
herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order
to effect Short Sales or similar transactions in the future.


 




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ARTICLE
IV.


OTHER
AGREEMENTS OF THE PARTIES


 


4.1
Transfer Restrictions.


 


	 	(a)	Compliance
    with Laws. Notwithstanding any other provision of this Article IV, each Purchaser covenants that the Shares may only be disposed
    of only pursuant to an effective registration statement under, and in compliance with the requirements of, 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 compliance with any applicable state and federal securities laws. In connection with any transfer of Shares other than (i)
    pursuant to an effective registration statement, (ii) to the Company or to an Affiliate of a Purchaser, (iii) pursuant to Rule 144
    (provided, that, the Purchaser acknowledges that the earliest date Rule 144 may be available is one year after the Company
    becomes current in its Exchange Act filing obligations with the Commission and, provided, further, that, when Rule 144 become
    available, the Purchaser provides the Company with reasonable assurances (in the form of seller and, if applicable, broker representation
    letters), that the securities may be sold pursuant to such rule), or (iv) in connection with a bona fide 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, 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 Shares under the Securities Act or applicable
    state securities law. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement
    and the Registration Rights Agreement and shall have the rights and obligations of a Purchaser under this Agreement and the Registration
    Rights Agreement with respect to such transferred Shares.
	 	 	 
	 	(b)	Legends.
    Any certificates or book-entry notations shall bear a legend as required by the “blue sky” laws of any state and a restrictive
    legend in substantially the following form, until such time as they are not required under Section 4.1(c):
	 	 	 
	 	 	THE
    OFFER AND SALE OF THESE SECURITIES HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
    OR ANY APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, ASSIGNED, OR OTHERWISE DISPOSED
    OF (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE
    EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN EACH CASE IN ACCORDANCE
    WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
    COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT. NOTWITHSTANDING THE FOREGOING,
    THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE
    SECURITIES; PROVIDED, THAT, IN CONNECTION WITH ANY FORECLOSURE OR TRANSFER OF THE SECURITIES, THE TRANSFEROR SHALL COMPLY WITH THE
    PROVISIONS HEREIN, IN THE SECURITIES PURCHASE AGREEMENT, AND UPON FORECLOSURE OR TRANSFER OF THE SECURITIES, SUCH FORECLOSING PERSON
    OR TRANSFEREE SHALL COMPLY WITH ALL PROVISIONS CONTAINED HEREIN, IN THE SECURITIES PURCHASE AGREEMENT.


 


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 the Shares to a financial institution that is an “accredited investor”
as defined in Rule 501(a) under the Securities Act and, if required under the terms of such arrangement, such Purchaser may transfer
pledged or secured Shares 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 appropriate Purchaser’s expense, the Company will execute and deliver such reasonable
documentation as a pledgee or secured party of the Shares may reasonably request in connection with a pledge or transfer of the Shares,
including, if the Shares are subject to registration pursuant to the Registration Rights Agreement, the preparation and filing of any
required prospectus supplement under Rule 424(b)(3) under the Securities Act or other applicable provision of the Securities Act to appropriately
amend the list of Selling Stockholders (as defined in the Registration Rights Agreement) thereunder. Each Purchaser acknowledges and
agrees that, except as otherwise provided in Section 4.1(c), any Shares subject to a pledge or security interest as contemplated by this
Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer set
forth in Section 4.1(a).


 




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	 	(c)	Removal
    of Legends. The legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a book-entry position (or
    certificate, as applicable) to such holder or issue to such holder by electronic delivery at the applicable balance account at the
    DTC, if (i) such Shares are registered for resale under the Securities Act (provided, that, if the Purchaser is selling pursuant
    to an effective registration statement registering the Shares for resale, the Purchaser hereby agrees to only sell such Shares during
    such time that such registration statement is effective and not withdrawn, or suspended, and only as permitted by such registration
    statement), (ii) such Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company),
    or (iii) such Shares are eligible for sale under Rule 144, without the requirement of the Company to be in compliance with the current
    public information required under Rule 144 as to such Shares and without volume or manner-of-sale restrictions. Following the earlier
    of (y) the Effective Date and (z) Rule 144 becoming available for resale of the Shares, without the requirement for the Company to
    be in compliance with the current public information required under Rule 144 as to such Shares and without volume or manner-of-sale
    restrictions, the Company shall cause Company Counsel to issue to the Transfer Agent a legal opinion. Any fees (with respect to the
    Transfer Agent, Company Counsel, or otherwise) associated with the issuance of such opinion or the removal of such legend shall be
    borne by the Company. Following the Effective Date, or at such earlier time as a legend is no longer required for certain Shares,
    the Company will promptly following the delivery by a Purchaser to the Company (with written notice to the Company) of a book-entry
    notation representing the Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in the form necessary
    to affect the reissuance and/or transfer) and an opinion of counsel to the extent required by Section 4.1(a) (such date, the “Legend
    Removal Date”), deliver or cause to be delivered to such Purchaser a certificate or evidence of a book-entry notation 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 4.1(c). Book-entry notations subject to
    legend removal hereunder may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s
    prime broker with DTC as directed by such Purchaser.
	 	 	 
	 	(d)	Irrevocable
    Transfer Agent Instruction Letter. The Company shall issue an irrevocable Transfer Agent Instruction Letter to its transfer agent
    to issue to the Purchasers (or in such nominee’s name(s) as designated by a Purchaser) book-entry notations representing the
    Shares set forth under “Number of Shares to be Acquired” on the signature pages hereto. The Company represents and warrants
    that no instruction other than the Transfer Agent Instruction Letter referred to in this Section 4.1(d) (or instructions that are
    consistent therewith) will be given by the Company to the Transfer Agent in connection with this Agreement and that the Shares shall
    otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the
    other Transaction Documents and applicable law. The Company acknowledges that a breach by it of its obligations under this Section
    4.1(d) will cause irreparable harm to a Purchaser. Accordingly, the Company acknowledges that the remedy at law for a breach of its
    obligations under this Section 4.1(d) will be inadequate and agrees, in the event of a breach by the Company of the provisions of
    this Section 4.1(d), that a Purchaser shall be entitled, in addition to all other available remedies, to an order and/or injunction
    restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without
    any bond or other security being required.



 



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	 	(e)	Remedies.
    In addition to such Purchaser’s other available remedies, the Company shall pay to a Purchaser, in cash, (i) as partial liquidated
    damages and not as a penalty, for each $1,000 of Shares (based on the VWAP of the Common Stock on the date such Shares are submitted
    to the Transfer Agent) delivered for removal of the restrictive legend and subject to Section 4.1(c), $10 per Trading Day (increasing
    to $20 per Trading Day after respect to any Trading Date that is five (5) Trading Days after such damages have begun to accrue) for
    each Trading Day after the Legend Removal Date until such certificate or other instrument is delivered without a legend and (ii)
    if the Company fails to (a) issue and deliver (or cause to be delivered) to a Purchaser by the Legend Removal Date a certificate
    or other instrument representing the Shares so delivered to the Company by such Purchaser that is free from all restrictive and other
    legends and (b) if after the Legend Removal Date such Purchaser purchases (in an open market transaction or otherwise) shares of
    Common Stock to deliver in satisfaction of a sale by such Purchaser of all or any portion of the number of shares of Common Stock,
    or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock that such Purchaser
    anticipated receiving from the Company without any restrictive legend, then, an amount equal to the excess of such Purchaser’s
    total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so
    purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In Price”) over
    the product of (A) such number of Shares that the Company was required to deliver to such Purchaser by the Legend Removal Date multiplied
    by (B) the lowest closing sale price of the Common Stock on any Trading Day during the period commencing on the date of the delivery
    by such Purchaser to the Company of the applicable Shares (as the case may be) and ending on the date of such delivery and payment
    under this clause (ii).
	 	 	 
	 	(f)	Acknowledgment.
    Each Purchaser hereunder acknowledges its primary responsibilities under the Securities Act and, accordingly, will not sell or otherwise
    transfer the Shares or any interest therein without complying with the requirements of the Securities Act. While the Registration
    Statement remains effective, each Purchaser hereunder may sell the Shares in accordance with the plan of distribution contained in
    the Registration Statement and, if it does so, it will comply therewith and with the related prospectus delivery requirements unless
    an exemption therefrom is available. Each Purchaser, severally and not jointly with the other Purchasers, agrees that if it is notified
    by the Company in writing at any time that the Registration Statement registering the resale of the Shares is not effective or that
    the prospectus included in such Registration Statement no longer complies with the requirements of Section 10 of the Securities Act,
    the Purchaser will refrain from selling such Shares until such time as the Purchaser is notified by the Company that such Registration
    Statement is effective or such prospectus is compliance with Section 10 of the Securities Act, unless such Purchaser is able to,
    and does, sell such Shares pursuant to an available exemption from the registration requirements of Section 5 of the Securities Act.
    Both the Company and its Transfer Agent, and their respective directors, officers, employees, and agents, may rely on this Section
    4.1(f) and each Purchaser hereunder will indemnify and hold harmless each of such persons from any breaches or violations of this
    Section 4.1(f).


 


4.2
Furnishing of Information; Public Information.


 


	 	(a)	Reporting
    Requirements; Filing of Public Information. If the Common Stock is not registered under Section 12(b) or 12(g) of the Exchange
    Act on the date hereof, the Company agrees to cause the Common Stock to be registered under Section 12(g) of the Exchange Act on
    or before the 60th calendar day following the date hereof. Until the time that no Purchaser owns the Shares, 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.



 



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	 	(b)	Public
    Information Failure. At any time during the period commencing from the twelve (12) month anniversary of the date the Company
    becomes current in its Exchange Act filing obligations and ending at such time that all of the Shares 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 (i) shall fail for any reason to satisfy the current public information requirement under Rule 144(c) or (ii) has ever
    been an issuer described in Rule 144(i)(1)(i) or becomes an issuer in the future, and the Company shall fail to satisfy any condition
    set forth in Rule 144(i)(2) (a “Public Information Failure”) then, in addition to such Purchaser’s other
    available remedies, the Company shall pay to a 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 Shares, an amount in cash equal to one percent (1.0%) of the aggregate
    Subscription Amount of such Purchaser’s Shares then held by the Purchaser 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 up to a maximum of five (5) 30-day periods and (b) such time that such public information
    is no longer required for the Purchasers to transfer the Shares pursuant to Rule 144. The payments to which a Purchaser shall be
    entitled pursuant to this Section 4.2(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 1.0% per month (prorated for partial months) until paid
    in full. Nothing herein shall limit such 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.


 


4.3
Integration. The Company shall not sell, offer for sale or solicit offers to buy, or otherwise negotiate in respect of any security
(as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Shares in a manner that would
require the registration under the Securities Act of the sale of the Shares or that would be integrated with the offer or sale of the
Shares for purposes of the rules and regulations of any Trading Market such that it would require stockholder approval prior to the closing
of such other transaction unless stockholder approval is obtained before the closing of such subsequent transaction.


 


4.4
Securities Laws Disclosure; Publicity. The Company shall file a Current Report on Form 8-K, including the Transaction Documents
as exhibits thereto, with the Commission within the time required by the Exchange Act. The Company and each Purchaser shall consult with
each other in issuing any press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser
shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect
to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company,
which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing
party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing,
the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission
or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal securities
law in connection with (i) any registration statement contemplated by the Registration Rights Agreement and (ii) the filing of final
Transaction Documents with the Commission and (b) to the extent such disclosure is required by law or Trading Market regulations, in
which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (b).


 




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4.5
Stockholder Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person,
that any Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill
(including any distribution under a rights agreement), or similar anti-takeover plan or arrangement in effect or hereafter adopted by
the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving
Shares under the Transaction Documents or under any other agreement between the Company and the Purchasers.


 


4.6
Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction
Documents, which shall be disclosed pursuant to Section 4.4, and subject to any confidentiality or non-disclosure agreements between
the Company and a Purchaser, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide
any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material
non-public information, unless prior thereto such Purchaser shall have consented to the receipt of such information and agreed with the
Company to keep such information confidential. The Company understands and confirms that each Purchaser shall be relying on the foregoing
covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information
to a Purchaser without such Purchaser’s consent, the Company hereby covenants and agrees that such Purchaser shall not have any
duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees, or
Affiliates, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees, or Affiliates
not to trade on the basis of, such material, non-public information, provided, that, the Purchaser shall remain subject to applicable
law. To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains, material non-public information
regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current
Report on Form 8-K. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting
transactions in securities of the Company.


 


4.7
Use of Proceeds. Except as set forth on Schedule 4.7 attached hereto, the Company shall use the net proceeds from the sale
of the Shares hereunder for working capital purposes and shall not use such proceeds: (a) for the satisfaction of any portion of the
Company’s debt, (b) for the redemption of any Common Stock or Common Stock Equivalents, (c) for the settlement of any outstanding
litigation, or (d) in violation of FCPA or OFAC regulations.


 


4.8
Indemnification of Purchasers. Subject to the provisions of this Section 4.8, the Company will indemnify and hold each Purchaser
and its directors, officers, stockholders, 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, stockholders,
agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding
a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any
and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in
settlements, court costs and reasonable attorneys’ fees, and costs of investigation that any such Purchaser Party may suffer or
incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants, or agreements made by the Company
in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or
any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser Party, with respect
to any of the transactions contemplated by the Transaction Documents (unless such action is solely based upon a material breach of such
Purchaser Party’s representations, warranties, or covenants under the Transaction Documents or any agreements or understandings
such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws
or any conduct by such Purchaser Party which is finally judicially determined to constitute fraud, gross negligence or willful misconduct).
If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such
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 such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing,
(ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel, or (iii) in such action there
is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position
of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such
separate counsel. The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party
effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed or (z) to the extent,
but only to the extent that a loss, claim, damage, or liability is attributable to any Purchaser Party’s breach of any of the representations,
warranties, covenants, or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification
required by this Section 4.8 shall be made by periodic payments of the amount thereof during the course of the investigation or defense,
as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action
or similar right of any Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.


 




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4.9
Listing of Securities. The Company shall, if applicable: (a) in the time and manner required by the principal Trading Market,
prepare and file with such Trading Market an additional shares listing application covering the Shares, (b) take all steps necessary
to cause such Shares to be approved for listing or quotation on such Trading Market as soon as possible thereafter, (c) provide to the
Purchasers evidence of such listing or quotation, and (d) maintain the listing or quotation of such Common Stock on any date at least
equal to the number of Shares on such date on such Trading Market or another Trading Market. The Company agrees to maintain the eligibility
of the Common Stock for electronic transfer through the DTC or another established clearing corporation, including, without limitation,
by timely payment of fees to the DTC or such other established clearing corporation in connection with such electronic transfer.


 


4.10
Equal Treatment of Purchasers. No consideration (including any modification of any Transaction Document) shall be offered or paid
to any Person to amend or consent to a waiver or modification of any provision of the Transaction Documents unless the same consideration
is also offered to all of the parties to the Transaction Documents. For clarification purposes, this provision constitutes a separate
right granted to each Purchaser by the Company and negotiated separately by each Purchaser, and is intended for the Company to treat
the Purchasers as a class and shall not in any way be construed as the Purchasers acting in concert or as a group with respect to the
purchase, disposition or voting of Securities or otherwise.


 


4.11
Certain Transactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that
neither it, nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including
Short Sales, of any of the Company’s securities during the period commencing with the execution of this Agreement and June 2, 2021
(such date, the “Cleansing Date”). Each Purchaser, severally and not jointly with the other Purchasers, covenants
that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to Section 4.4,
such Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information included in the Disclosure
Schedules. Notwithstanding the foregoing, and notwithstanding anything contained in this Agreement to the contrary, the Company expressly
acknowledges and agrees that (i) no Purchaser makes any representation, warranty, or covenant hereby that it will not engage in effecting
transactions in any securities of the Company after the Cleansing Date, (ii) no Purchaser shall be restricted or prohibited from effecting
any transactions in any securities of the Company in accordance with applicable securities laws from and after the Cleansing Date, and
(iii) no Purchaser shall have any duty of confidentiality or duty not to trade in the securities of the Company to the Company or its
Subsidiaries after the Cleansing Date. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle
whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct
knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the covenant
set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision
to purchase the Securities covered by this Agreement.


 


4.12
Form D; Blue Sky Filings. The Company agrees to timely file a Form D with respect to the Shares as required under Regulation D
and to provide a copy thereof, promptly upon request of any 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 Shares for, sale to the Purchasers at the applicable 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 any Purchaser.


 


4.13
Filing of Exchange Act Reports. The Company shall use its commercially reasonable efforts to file (a) its Annual Reports on Form
10-K for the fiscal year ended December 31, 2020, (b) all its required Quarterly Reports on Form 10-Q for the quarters ended March 31,
2020, June 30, 2020, September 30, 2020, and March 31, 2021, and (c) except as disclosed on Schedule 4.13, any current reports
on Form 8-K Reports required to be filed with the Commission by the Company, at the earliest practicable date, but in no event later
than July 31, 2021.


 




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ARTICLE
V.


MISCELLANEOUS


 


5.1
Termination. This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without
any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if a Closing
has not been consummated on or before the fifth (5th) Trading Day following the date hereof; provided, however, that
no such termination will affect the right of any party to sue for any breach by any other party (or parties).


 


5.2
Fees and Expenses. At the Closing, the Company has agreed to reimburse B. Riley Securities, Inc. the non-accountable sum of $100,000.00
for its legal 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
conversion or exercise notice delivered by a Purchaser), stamp taxes, and other taxes and duties levied in connection with the delivery
of any Securities to the Purchasers.


 


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: (a) the date of transmission, if such notice or communication is
delivered via facsimile at the facsimile number or email attachment at the e-mail address as set forth on the signature pages attached
hereto at or prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such
notice or communication is delivered via facsimile or email attachment at the facsimile number or e-mail address as set forth on the
signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (c)
the second (2nd) Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service,
or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications
shall be as set forth on the signature pages attached hereto. To the extent that any notice provided pursuant to any Transaction Document
constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously
file such notice with the Commission pursuant to a Current Report on Form 8-K.


 


5.5
Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented, or amended except in a written instrument
signed, in the case of an amendment, by the Company and Purchasers of at least a majority in interest of the Shares then held by the
Purchasers, or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought, provided that
if any amendment, modification, or waiver disproportionately and adversely impacts a Purchaser (or group of Purchasers), the consent
of such disproportionately impacted Purchaser (or group of Purchasers) shall also be required. No waiver of any default with respect
to any provision, condition, or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of
any subsequent default or a waiver of any other provision, condition, or requirement hereof, nor shall any delay or omission of any party
to exercise any right hereunder in any manner impair the exercise of any such right. Any proposed amendment or waiver that disproportionately,
materially, and adversely affects the rights and obligations of any Purchaser relative to the comparable rights and obligations of the
other Purchasers shall require the prior written consent of such adversely affected Purchaser. Any amendment effected in accordance with
this Section 5.5 shall be binding upon each Purchaser and holder of the Shares and the Company.


 




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5.6
Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to
limit or affect any of the provisions hereof.


 


5.7
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and
permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent
of each Purchaser (other than by merger). Any Purchaser may assign any or all of its rights under this Agreement to any Person to whom
such Purchaser assigns or transfers any Shares, provided that such transferee agrees in writing to be bound, with respect to the transferred
Shares, by the provisions of the Transaction Documents that apply to the “Purchasers.”


 


5.8
No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors
and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise
set forth in Section 4.8 and this Section 5.8.


 


5.9
Governing Law. All questions concerning the construction, validity, enforcement, and interpretation of the Transaction Documents
shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the
principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement, and
defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto
or its respective affiliates, directors, officers, stockholders, partners, members, employees, or agents) shall be commenced exclusively
in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or
in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of
any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that
it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient
venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any
such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery)
to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and
sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process
in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction
Documents, then, in addition to the obligations of the Company under Section 4.8, the prevailing party in such Action or Proceeding shall
be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation,
preparation and prosecution of such Action or Proceeding.


 


5.10
Survival. The representations and warranties contained herein shall survive a Closing and the delivery of the Shares.


 


5.11
Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one
and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party,
it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by 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 any Purchaser exercises a right, election, demand, or option under a Transaction
Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may
rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand, or election
in whole or in part without prejudice to its future actions and rights.


 


5.14
Replacement of Securities. If any certificate or instrument evidencing any of the Shares is mutilated, lost, stolen, or destroyed,
the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation),
or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to
the Company of such loss, theft, or destruction. The applicant for a new certificate or instrument under such circumstances shall also
pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Shares.


 


5.15
Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages,
each of the Purchasers and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that
monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction
Documents and hereby agree to waive and not to assert in any Action for specific performance of any such obligation the defense that
a remedy at law would be adequate.


 


5.16
Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document
are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance
or non-performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any other
Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as
a partnership, an association, a joint venture, or any other kind of entity, or create a presumption that the Purchasers are in any way
acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each
Purchaser shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of
this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional
party in any Proceeding for such purpose. Each Purchaser has been represented by its own separate legal counsel in its review and negotiation
of the Transaction Documents. The Company has elected to provide all Purchasers with the same terms and Transaction Documents for the
convenience of the Company and not because it was required or requested to do so by any of the Purchasers. It is expressly understood
and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company and a Purchaser,
solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.


 


5.17
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.


 


5.18
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.


 


5.19
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.


 


5.20
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)


 




    	27



     


    

 


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.


 


	THEMAVEN,
    INC. 	Address
    for Notice:
	 	 	 	 
	 	 	 	 
	By:	 	 	Email:
	Name:	           	 	Fax:
	Title:	 	 	 


 


With
a copy to (which shall not constitute notice):


 


Baker
& Hostetler LLP


Attention:
Jeffrey Berg


11601
Wilshire Boulevard, Suite 1400,


Los
Angeles, California 90025-0509


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK


SIGNATURE
PAGE FOR PURCHASER FOLLOWS]


 




    	28



     


    

 


[PURCHASER
SIGNATURE PAGES TO MaVEN SECURITIES PURCHASE AGREEMENT]


 


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


 


	Name
    of Purchaser: 	 
	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:	 
	 	 
	 	 
	 	 
	Delivery
    Instructions for Shares:	 
	 	 
	 	 
	 	 
	Subscription
    Amount: $	 
	Number
    of Shares to be Acquired: 	 
	EIN
    Number: 	 


 





[SIGNATURE
PAGES CONTINUE]


 




    	29



     


    

 


EXHIBIT
A


 


Registration
Rights Agreement


 


See
attached.


 




    	30