Exhibit
10.1


 


FG
Financial Group, Inc.


 


Up
to $10,000,000


Shares
of Common Stock


 


ATM
Sales Agreement


 


November
3, 2022


 


ThinkEquity
LLC


17
State Street, 41st Floor


New
York, New York 10004


 


Ladies
and Gentlemen:


 


FG
Financial Group, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”)
with ThinkEquity LLC (the “Agent”), as follows:


 


1.
Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to
the conditions set forth herein, it may issue and sell through the Agent, shares of common stock (the “Placement Shares”)
of the Company, par value $0.001 per share (the “Common Stock”); provided, however, that in no
event shall the Company issue or sell through the Agent such number or dollar amount of Placement Shares that would (a) exceed the number
or dollar amount of shares of Common Stock registered on the effective Registration Statement (defined below) pursuant to which the offering
is being made, (b) exceed the number of authorized but unissued shares of Common Stock (less shares of Common Stock issuable upon exercise,
conversion or exchange of any outstanding securities of the Company or otherwise reserved from the Company’s authorized capital
stock), (c) exceed the number or dollar amount of shares of Common Stock permitted to be sold under Form S-3 (including General Instruction
I.B.6 thereof, if applicable) or (d) exceed the number or dollar amount of shares of Common Stock for which the Company has filed a Prospectus
Supplement (defined below) (the lesser of (a), (b), (c) and (d), the “Maximum Amount”). Notwithstanding anything
to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on
the amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent
shall have no obligation in connection with such compliance. The offer and sale of Placement Shares through the Agent will be effected
pursuant to the Registration Statement (as defined below) filed by the Company and which will be declared effective by the Securities
and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring
the Company to use the Registration Statement to issue Common Stock.


 



    	 



    	 



    

 





The
Company has filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities
Act”), and the rules and regulations thereunder (the “Securities Act Regulations”), with the
Commission a registration statement on Form S-3 (File No. 333-253285), including a base prospectus, relating to certain securities, including
the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has
filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and the rules and regulations thereunder. The Company has prepared a prospectus or a prospectus supplement to the base prospectus included
as part of the registration statement, which prospectus or prospectus supplement relates to the Placement Shares to be issued from time
to time by the Company (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the
Agent, copies of the prospectus included as part of such registration statement, as supplemented, by the Prospectus Supplement, relating
to the Placement Shares to be issued from time to time by the Company. The Company may file one or more additional registration statements
from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be
a Prospectus Supplement), with respect to the Placement Shares. Except where the context otherwise requires, such registration statement(s),
including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus
(as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be
a part of such registration statement pursuant to Rule 430B of the Securities Act Regulations, is herein called the “Registration
Statement.” The base prospectus or base prospectuses, including all documents incorporated therein by reference, included
in the Registration Statement, as it may be supplemented, if necessary, by the Prospectus Supplement, in the form in which such prospectus
or prospectuses and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b)
under the Securities Act Regulations, together with the then issued Issuer Free Writing Prospectus(es) (as defined below), is herein
called the “Prospectus.”


 


Any
reference herein to the Registration Statement, any Prospectus Supplement, Prospectus or any Issuer Free Writing Prospectus shall be
deemed to refer to and include the documents, if any, incorporated by reference therein (the “Incorporated Documents”),
including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference
herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement,
any Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer to and include the filing of
any document under the Exchange Act on or after the most-recent effective date of the Registration Statement, or the date of the Prospectus
Supplement, Prospectus or such Issuer Free Writing Prospectus, as the case may be, and incorporated therein by reference. For purposes
of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed
to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval system, or
if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EDGAR”).


 


2.
Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”),
it will notify the Agent by email notice (or other method mutually agreed to by the parties) of the number of Placement Shares to be
issued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold
in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of
which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set
forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) and shall be addressed
to each of the individuals from the Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time.
The Placement Notice shall be effective unless and until (i) the Agent declines to accept the terms contained therein for any reason,
in its sole discretion, within two (2) Business Days (as defined below) of receipt of such Placement Notice, (ii) the entire amount of
the Placement Shares thereunder has been sold, (iii) the Company suspends or terminates the Placement Notice or (iv) this Agreement has
been terminated under the provisions of Section 12. The amount of any discount, commission or other compensation to be paid by
the Company to Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in
Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever
with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent
does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein.
In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice
will control.


 



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3.
Sale of Placement Shares by Agent. Subject to the provisions of Section 5(a), the Agent, for the period specified in the
Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable
state and federal laws, rules and regulations and the rules of the Nasdaq Global Market (the “Exchange”), to
sell the Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Agent
will provide written confirmation to the Company no later than the opening of the Trading Day (as defined below) immediately following
the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day,
the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as
defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(b))
from the gross proceeds that it receives from such sales. Subject to the terms of the Placement Notice, the Agent may sell Placement
Shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) of the Securities
Act Regulations, including sales made directly on or through the Exchange or any other existing trading market for the Common Stock,
in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices and/or
any other method permitted by law. Notwithstanding the foregoing, (i) no sale may be made in a
privately negotiated transaction without the prior written consent of the Company and (ii) the Company represents that a vast majority
of the sales pursuant to this Agreement will be made to the public and not in privately negotiated transactions. “Trading
Day” means any day on which Common Stock is traded on the Exchange.


 


4.
Suspension of Sales. The Company or the Agent may, upon notice to the other party in writing (including by email correspondence
to each of the individuals of the other party set forth on Schedule 3, as such Schedule may be amended from time to time, if receipt
of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) or by
telephone (confirmed immediately by verifiable facsimile transmission or email correspondence to each of the individuals of the other
party set forth on Schedule 3), suspend any sale of Placement Shares (a “Suspension”); provided,
however, that such Suspension shall not affect or impair any party’s obligations with respect to any Placement Shares sold
hereunder prior to the receipt of such notice. While a Suspension is in effect any obligation under Sections 7(l), 7(m),
and 7(n) with respect to the delivery of certificates, opinions, or comfort letters to the Agent, shall be waived. Each of the
parties agrees that no such notice under this Section 4 shall be effective against any other party unless it is made to one of
the individuals named on Schedule 3 hereto, as such Schedule may be amended from time to time. Notwithstanding any other provision
of this Agreement, during any period in which the Company is in possession of material non-public information, the Company and the Agent
agree that (i) no sale of Placement Shares will take place, (ii) the Company shall not request the sale of any Placement Shares, and
(iii) the Agent shall not be obligated to sell or offer to sell any Placement Shares.


 



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5.
Sale and Delivery to the Agent; Settlement.


 


(a)
Sale of Placement Shares. On the basis of the representations and warranties herein contained and subject to the terms
and conditions herein set forth, upon the Agent’s acceptance of the terms of a Placement Notice, and unless the sale of the Placement
Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent,
for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and
sales practices and applicable law and regulations to sell such Placement Shares up to the amount specified, and otherwise in accordance
with the terms of such Placement Notice. The Company acknowledges and agrees that (i) there can be no assurance that the Agent will be
successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the Company or any other person or entity
if it does not sell Placement Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent
with its normal trading and sales practices and applicable law and regulations to sell such Placement Shares as required under this Agreement
and (iii) the Agent shall be under no obligation to purchase Placement Shares on a principal basis pursuant to this Agreement, except
as otherwise agreed by the Agent and the Company.


 


(b)
Settlement of Placement Shares. Unless otherwise specified in the applicable Placement Notice, settlement for sales of
Placement Shares will occur on the second (2nd) Trading Day (or such earlier day as is industry practice for regular-way trading)
following the date on which such sales are made (each, a “Settlement Date”). The amount of proceeds to be delivered
to the Company on a Settlement Date against receipt of the Placement Shares sold (the “Net Proceeds”) will
be equal to the aggregate sales price received by the Agent, after deduction for (i) the Agent’s commission, discount or other
compensation for such sales payable by the Company pursuant to Section 2 hereof, and (ii) any transaction fees imposed by any
Governmental Authority in respect of such sales.


 


(c)
Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically
transfer the Placement Shares being sold by crediting the Agent’s or its designee’s account (provided the Agent shall have
given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) at The Depository Trust Company
through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties
hereto which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date,
the Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement
Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement
Shares on a Settlement Date, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section
10(a) hereto, it will (i) hold the Agent harmless against any loss, claim, damage, or expense (including reasonable legal fees and
expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii)
pay to the Agent any commission, discount, or other compensation to which it would otherwise have been entitled absent such default.


 


(d)
Denominations; Registration. Certificates for the Placement Shares, if any, shall be in such denominations and registered
in such names as the Agent may request in writing at least one full Business Day (as defined below) before the Settlement Date. The certificates
for the Placement Shares, if any, will be made available by the Company for examination and packaging by the Agent in The City of New
York not later than noon (New York time) on the Business Day prior to the Settlement Date.


 



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(e)
Limitations on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any Placement
Shares if, after giving effect to the sale of such Placement Shares, the aggregate gross sales proceeds of Placement Shares sold pursuant
to this Agreement would exceed the lesser of (i) together with all sales of Placement Shares under this Agreement, the Maximum Amount
and (ii) the amount authorized from time to time to be issued and sold under this Agreement by the Company’s board of directors,
a duly authorized committee thereof or a duly authorized executive committee, and notified to the Agent in writing. Under no circumstances
shall the Company cause or request the offer or sale of any Placement Shares pursuant to this Agreement at a price lower than the minimum
price authorized from time to time by the Company’s board of directors, a duly authorized committee thereof or a duly authorized
executive committee. Further, under no circumstances shall the Company cause or permit the aggregate offering amount of Placement Shares
sold pursuant to this Agreement to exceed the Maximum Amount.


 


(f)
Sales Through Agent. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of Placement
Shares shall only be effected by or through the Agent and only a single Agent, on any single given date, and in no event shall the
Company request that more than one Agent sell Shares on the same day.


 


6.
Representations and Warranties of the Company. The Company represents and warrants to, and agrees with Agent that as of the date
of this Agreement and as of each Applicable Time (as defined below):


 


(a)
Registration Statement and Prospectus. The Company and the transactions contemplated by this Agreement meet the requirements for
and comply with the applicable conditions set forth in Form S-3 (including General Instructions I.A and I.B) under the Securities Act.
The Registration Statement has been filed with the Commission and was declared effective by the Commission under the Securities Act on
April 9, 2021. The Prospectus Supplement will name the Agent as the agent in the section entitled “Plan of Distribution.”
The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration
Statement or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement
Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said
Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the
Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed. Copies of the Registration Statement,
the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission
on or prior to the date of this Agreement have been delivered, or are available through EDGAR, to Agent and its counsel. The Company
has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares,
will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration
Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has consented. The Common Stock
is registered pursuant to Section 12(b) of the Exchange Act and is currently listed on the Exchange under the trading symbol “FGF.”
The Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Common Stock under
the Exchange Act, delisting the Common Stock from the Exchange, nor has the Company received any notification that the Commission or
the Exchange is contemplating terminating such registration or listing. To the Company’s knowledge, it is in compliance with all
applicable listing requirements of the Exchange.


 



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(b)
No Misstatement or Omission. The Registration Statement, when it became effective, and the Prospectus and any amendment or supplement
thereto, on the date of the Prospectus, conformed and will conform in all material respects with the requirements of the Securities Act.
At each Settlement Date, the Registration Statement and the Prospectus, as of such date, will conform in all material respects with the
requirements of the Securities Act. The Registration Statement, when it became or becomes effective, did not, and will not, contain an
untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements
therein not misleading. The Prospectus and any amendment and supplement thereto, on the date thereof and at each Applicable Time (defined
below), did not or will not include an untrue statement of a material fact or omit to state a material fact necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading. The documents incorporated by reference in the Prospectus,
or any Prospectus Supplement did not, and any further Incorporated Documents filed and incorporated by reference therein will not, when
filed with the Commission, contain an untrue statement of a material fact or omit to state a material fact required to be stated in such
document or necessary to make the statements in such document, in light of the circumstances under which they were made, not misleading.
The foregoing shall not apply to statements in, or omissions from, any such document made in reliance upon, and in conformity with, information
furnished to the Company by Agent specifically for use in the preparation thereof.


 


(c)
Conformity with Securities Act and Exchange Act. The Registration Statement, the Prospectus, any Issuer Free Writing Prospectus
or any amendment or supplement thereto, and the documents incorporated by reference in the Registration Statement, the Prospectus or
any amendment or supplement thereto, when such documents were or are filed with the Commission under the Securities Act or the Exchange
Act or became or become effective under the Securities Act, as the case may be, conformed or will conform in all material respects with
the requirements of the Securities Act and the Exchange Act, as applicable.


 



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(d)
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration
Statement, the Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, present fairly,
the financial position and the results of operations of the Company at the dates and for the periods to which they apply; and such financial
statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”), consistently
applied throughout the periods involved (provided that unaudited interim financial statements are subject to year-end audit adjustments
that are not expected to be material in the aggregate and do not contain all footnotes required by GAAP); and the supporting schedules
included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein. The
pro forma financial statements and the related notes, if any, included or incorporated by reference in the Registration Statement and
the Prospectus have been properly compiled and prepared in accordance with the applicable requirements of the Securities Act and the
Exchange Act and present fairly the information shown therein, and the assumptions used in the preparation thereof are reasonable, and
the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included
therein, no historical or pro forma financial statements are required to be included in the Registration Statement or the Prospectus
under the Securities Act and the Exchange Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated
or deemed incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules
and regulations of the Commission), if any, comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities
Act, to the extent applicable. Each of the Registration Statement and the Prospectus discloses all material off-balance sheet transactions,
arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or
other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition,
results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except
as disclosed in the Registration Statement and the Prospectus, since the date of the latest audited financial statements (i) neither
the Company nor any of its direct and indirect Subsidiaries, including each entity disclosed or described in the Registration Statement
and the Prospectus as being a subsidiary of the Company, has incurred any material liabilities or obligations, direct or contingent,
or entered into any material transactions other than in the ordinary course of business, (ii) except for dividends on the presently outstanding
shares of the Company’s preferred stock, the Company has not declared or paid any dividends or made any distribution of any kind
with respect to its capital stock, (iii) there has not been any change in the capital stock of the Company or any of its Subsidiaries,
or, other than in the course of business or any grants under any stock compensation plan, and (iv) there has not been any material adverse
change in the Company’s long-term or short-term debt.


 


(e)
Conformity with EDGAR Filing. The Prospectus delivered to Agent for use in connection with the sale of the Placement Shares pursuant
to this Agreement will be identical to the versions of the Prospectus created to be transmitted to the Commission for filing via EDGAR,
except to the extent permitted by Regulation S-T.


 


(f)
Organization. The Company and each of its Subsidiaries are duly organized, validly existing as a corporation and in good standing
under the laws of their respective jurisdictions of organization. The Company and each of its Subsidiaries are duly licensed or qualified
as a foreign corporation for transaction of business and in good standing under the laws of each other jurisdiction in which their respective
ownership or lease of property or the conduct of their respective businesses requires such license or qualification, and have all corporate
power and authority necessary to own or hold their respective properties and to conduct their respective businesses as described in the
Registration Statement and the Prospectus, except where the failure to be so qualified or in good standing or have such power or authority
would not, individually or in the aggregate, have a material adverse effect or would reasonably be expected to have a material adverse
effect on or affecting the assets, business, operations, earnings, properties, condition (financial or otherwise), prospects, stockholders’
equity or results of operations of the Company and the Subsidiaries taken as a whole, or prevent or materially interfere with consummation
of the transactions contemplated hereby (a “Material Adverse Effect”).


 



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(g)
Subsidiaries. The subsidiaries set forth on Schedule 4 (collectively, the “Subsidiaries”), are
the Company’s only significant subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission).
Except as set forth in the Registration Statement and in the Prospectus, the Company owns, directly or indirectly, all of the equity
interests of the Subsidiaries free and clear of any lien, charge, security interest, encumbrance, right of first refusal or other restriction,
and all the equity interests of the Subsidiaries are validly issued and are fully paid, nonassessable and free of preemptive and similar
rights. No Subsidiary is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other
distribution on such Subsidiary’s capital stock, from repaying to the Company any loans or advances to such Subsidiary from the
Company or from transferring any of such Subsidiary’s property or assets to the Company or any other Subsidiary of the Company.


 


(h)
No Violation or Default. Neither the Company nor any of its Subsidiaries is (i) in violation of its charter or bylaws or similar
organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such
a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust,
loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or
any of its Subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries are subject; or
(iii) in violation of any law or statute or any judgment, order, rule or regulation of any Governmental Authority, except, in the case
of each of clauses (ii) and (iii) above, for any such violation or default that would not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect. To the Company’s knowledge, no other party under any material contract or other
agreement to which it or any of its Subsidiaries is a party is in default in any respect thereunder where such default would reasonably
be expected to have a Material Adverse Effect.


 


(i)
No Material Adverse Change. Subsequent to the respective dates as of which information is given in the Registration Statement,
the Prospectus and the Free Writing Prospectuses, if any (including any document deemed incorporated by reference therein), there has
not been (i) any Material Adverse Effect or the occurrence of any development that the Company reasonably expects will result in a
Material Adverse Effect, (ii) any transaction which is material to the Company and the Subsidiaries taken as a whole, (iii) any obligation
or liability, direct or contingent (including any off-balance sheet obligations), incurred by the Company or any Subsidiary, which is
material to the Company and the Subsidiaries taken as a whole, (iv) any material change in the capital stock or outstanding long-term
indebtedness of the Company or any of its Subsidiaries or (v) any dividend or distribution of any kind declared, paid or made on the
capital stock of the Company or any Subsidiary, other than in each case above in the ordinary course of business or as otherwise disclosed
in the Registration Statement or Prospectus (including any document deemed incorporated by reference therein).


 



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(j)
Capitalization. The issued and outstanding shares of capital stock of the Company have been validly issued, are fully paid and
nonassessable and, other than as disclosed in the Registration Statement or the Prospectus, are not subject to any preemptive rights,
rights of first refusal or similar rights. The Company has an authorized, issued and outstanding capitalization as set forth in the Registration
Statement and the Prospectus as of the dates referred to therein (other than the grant of additional options under the Company’s
existing stock option plans, or changes in the number of outstanding shares of Common Stock of the Company due to the issuance of shares
upon the exercise or conversion of securities exercisable for, or convertible into, Common Stock outstanding on the date hereof) and
such authorized capital stock conforms to the description thereof set forth in the Registration Statement and the Prospectus. The description
of the securities of the Company in the Registration Statement and the Prospectus is complete and accurate in all material respects.
Except as disclosed in or contemplated by the Registration Statement or the Prospectus, as of the date referred to therein, the Company
does not have outstanding any options to purchase, or any rights or warrants to subscribe for, or any securities or obligations convertible
into, or exchangeable for, or any contracts or commitments to issue or sell, any shares of capital stock or other securities.


 


(k)
Authorization; Enforceability. The Company has full legal right, power and authority to enter into this Agreement and perform
the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and is a legal,
valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except (i) to the extent that
enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights
generally and by general equitable principles and (ii) the indemnification and contribution provisions of Section 10 hereof may be limited
by federal or state securities laws and public policy considered in respect thereof.


 


(l)
Authorization of Placement Shares. The Placement Shares, when issued and delivered pursuant to the terms approved by the board
of directors of the Company or a duly authorized committee thereof, or a duly authorized executive committee, against payment therefor
as provided herein, will be duly and validly authorized and issued and fully paid and nonassessable, free and clear of any pledge, lien,
encumbrance, security interest or other claim, including any statutory or contractual preemptive rights, resale rights, rights of first
refusal or other similar rights, and will be registered pursuant to Section 12 of the Exchange Act. The Placement Shares, when issued,
will conform in all material respects to the description thereof set forth in or incorporated into the Prospectus.


 


(m)
No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any Governmental Authority
is required for the execution, delivery and performance by the Company of this Agreement, the issuance and sale by the Company of the
Placement Shares, except for such consents, approvals, authorizations, orders and registrations or qualifications as may be required
under applicable state securities laws or by the bylaws and rules of the Financial Industry Regulatory Authority (“FINRA”)
or the Exchange in connection with the sale of the Placement Shares by the Agent.


 



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(n)
No Preferential Rights. Except as set forth in the Registration Statement and the Prospectus, (i) no person, as such term is defined
in Rule 1-02 of Regulation S-X promulgated under the Securities Act (each, a “Person”), has the right, contractual
or otherwise, to cause the Company to issue or sell to such Person any Common Stock or shares of any other capital stock or other securities
of the Company, (ii) no Person has any preemptive rights, resale rights, rights of first refusal, rights of co-sale, or any other rights
(whether pursuant to a “poison pill” provision or otherwise) to purchase any Common Stock or shares of any other capital
stock or other securities of the Company, (iii) no Person has the right to act as an underwriter or as a financial advisor to the Company
in connection with the offer and sale of the Common Stock, and (iv) no Person has the right, contractual or otherwise, to require the
Company to register under the Securities Act any Common Stock or shares of any other capital stock or other securities of the Company,
or to include any such shares or other securities in the Registration Statement or the offering contemplated thereby, whether as a result
of the filing or effectiveness of the Registration Statement or the sale of the Placement Shares as contemplated thereby or otherwise.


 


(o)
Independent Public Accounting Firm. BDO USA, LLP (the “Accountant”), whose report on the consolidated
financial statements of the Company is filed with the Commission as part of the Company’s most recent Annual Report on Form 10-K
filed with the Commission and incorporated by reference into the Registration Statement and the Prospectus, are and, during the periods
covered by their report, were an independent registered public accounting firm within the meaning of the Securities Act and the Public
Company Accounting Oversight Board (United States). To the Company’s knowledge, the Accountant is not in violation of the auditor
independence requirements of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) with respect to the
Company.


 


(p)
Enforceability of Agreements. All agreements between the Company and third parties expressly referenced in the Prospectus are
legal, valid and binding obligations of the Company enforceable in accordance with their respective terms, except to the extent that
(i) enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights
generally and by general equitable principles and (ii) the indemnification provisions of certain agreements may be limited by federal
or state securities laws or public policy considerations in respect thereof.


 


(q)
No Litigation. Except as set forth in the Registration Statement or the Prospectus, there are no actions, suits or proceedings
by or before any Governmental Authority pending, nor, to the Company’s knowledge, any audits or investigations by or before any
Governmental Authority, to which the Company or a Subsidiary is a party or to which any property of the Company or any of its Subsidiaries
is the subject that, individually or in the aggregate, if determined adversely to the Company or any of its Subsidiaries, would reasonably
be expected to have a Material Adverse Effect or materially and adversely affect the ability of the Company to perform its obligations
under this Agreement , to the Company’s knowledge, no such actions, suits, proceedings, audits or investigations are threatened
or contemplated by any Governmental Authority or threatened by others; and (i) there are no current or pending audits, investigations,
actions, suits or proceedings by or before any Governmental Authority that are required under the Securities Act to be described in the
Prospectus that are not so described; and (ii) there are no contracts or other documents that are required under the Securities Act to
be filed as exhibits to the Registration Statement that are not so filed.


 



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(r)
Regulatory. FG Reinsurance Ltd. (“FGRe”) is licensed to carry on business within the Cayman Islands
as a Class B(iii) Insurer, and such license is in full force and effect. Neither the Company nor any other Subsidiary is required to
be licensed as an insurance brokerage company, insurance agency, insurer or reinsurer, as the case may be, under the insurance laws and
the rules, regulations and interpretations of the insurance regulatory and other authorities thereunder (collectively, “Insurance
Laws”) of any jurisdiction in order to conduct its business as described in the Registration Statement and the Prospectus,
each of the Company and the Subsidiaries has all other necessary authorizations, approvals, orders, consents, certificates, licenses,
permits, registrations and qualifications of and from all insurance regulatory authorities necessary to conduct their respective existing
businesses as described in the Registration Statement and the Prospectus and all of the foregoing are in full force and effect, except
where the failure to have such authorizations, approvals, orders, consents, certificates, permits, registrations or qualifications or
their failure to be in full force and effect would not, individually or in the aggregate, reasonably be expected to result in a Material
Adverse Effect; none of the Company or the Subsidiaries has received any notification from any insurance regulatory authority or other
governmental authority in the United States, Cayman Islands or elsewhere to the effect that any additional authorization, approval, order,
consent, certificate, permit, registration or qualification is needed to be obtained by either the Company or its Subsidiaries to conduct
its existing business as described in the Registration Statement and the Prospectus, except for any such notification received where
the failure to obtain such additional authorization, approval, order, consent, certificate, permit, registration or qualification would
not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; FGRe meets all capital requirements
to maintain its license; none of the risks insured by FGre have been re-insured, assigned, or ceded. None of the Company, the Subsidiaries
or any of the properties or assets of the Company is subject to any outstanding order or is a party to any written agreement, consent
agreement or memorandum of understanding with, or is subject to any order or directive by, or is a recipient of any supervisory letter
from any regulatory authority that by its terms restricts in any material respect the conduct of its business or that in any manner relates
to its capital adequacy, its management or its business, nor has the Company or any Subsidiary been advised by any regulatory authority
that it is considering issuing or requesting any such agreement, order or letter. The current reinsurance agreement funded through a
Funds at Lloyds syndicate is in effect; all premiums due to FGRe on all such insurance contracts have been paid; FGRe has received no
notice of termination or cancellation of any such insurance contract or any reason to believe that termination or cancelation is contemplated;
and, except as would not have a Material Adverse Effect, no claims have been made thereunder. There is no pending or, to the Company’s
knowledge, threatened dispute between the Company or any Subsidiary, on one hand, and any reinsurer under any such treaty or agreement,
on the other hand, and, to the Company’s knowledge, each of the Company and the Subsidiaries has filed all statutory financial
returns, reports, documents and other information required to be filed pursuant to the applicable Insurance Laws of the United States,
Cayman Islands and the various states thereof, except where the failure, individually or in the aggregate, to file such return, report,
document or information would not reasonably be expected to result in a Material Adverse Effect; and each of the Company and the Subsidiaries
maintains its books and records in accordance with, and is otherwise in compliance with, the applicable Insurance Laws of the United
States, the various states thereof and the Cayman Islands, except where the failure to so maintain its books and records or be in compliance
would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company has been granted
a Class B(iii) insurance license under The Insurance Act (as revised) of the Cayman Islands, and such license is in full force and effect.


 



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(s)
Regulatory Filings. Except as disclosed in the Registration Statement and the Prospectus, neither the Company nor any of its Subsidiaries
has failed to file with the applicable Governmental Authorities any required filing, declaration, listing, registration, report or submission,
except for such failures that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect;
except as disclosed in the Registration Statement and the Prospectus, all such filings, declarations, listings, registrations, reports
or submissions were in compliance with applicable laws when filed and no deficiencies have been asserted by any applicable regulatory
authority with respect to any such filings, declarations, listings, registrations, reports or submissions, except for any deficiencies
that, individually or in the aggregate, would not have a Material Adverse Effect.


 


(t)
Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus, the Company and its Subsidiaries
own or have obtained, valid and enforceable licenses for or otherwise has the rights to use all foreign and domestic patents, patent
applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets,
technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”),
necessary for the conduct of their respective businesses as now conducted except to the extent that the failure to own, possess, license
or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse
Effect. Except as disclosed in the Registration Statement and the Prospectus (i) there are no rights of third parties to any such Intellectual
Property owned by the Company and its Subsidiaries; (ii) to the Company’s knowledge, there is no infringement by third parties
of any such Intellectual Property; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding
or claim by others challenging the Company’s and its Subsidiaries’ rights in or to any such Intellectual Property, and the
Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no
pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope
of any such Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding
or claim by others that the Company and its Subsidiaries infringe or otherwise violate any patent, trademark, copyright, trade secret
or other proprietary rights of others; (vi) to the Company’s knowledge, there is no third-party U.S. patent or published U.S. patent
application which contains claims for which an Interference Proceeding (as defined in 35 U.S.C. § 135) has been commenced against
any patent or patent application described in the Prospectus as being owned by or licensed to the Company; and (vii) the Company and
its Subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company
or such Subsidiary, and all such agreements are in full force and effect, except, in the case of any of clauses (i)-(vii) above, for
any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually
or in the aggregate, reasonably be expected to result in a Material Adverse Effect.


 


(u)
Exchange Act Reports. The Company has filed in a timely manner all reports required to be filed pursuant to Sections 13(a), 13(e),
14 and 15(d) of the Exchange Act during the preceding 12 months (or such shorter period as time as required by the Exchange Act, except
to the extent that Section 15(d) requires reports to be filed pursuant to Sections 13(d) and 13(g) of the Exchange Act, which shall be
governed by the next clause of this sentence); and the Company has filed in a timely manner all reports required to be filed pursuant
to Sections 13(d) and 13(g) of the Exchange Act since January 1, 2021.


 



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(v)
Market Capitalization. At the time the Registration Statement was originally declared effective, and at the time the Company’s
most recent Annual Report on Form 10-K was filed with the Commission, the Company met or will meet the then applicable requirements for
the use of Form S-3 under the Securities Act, including, but not limited to, General Instruction I.B.6 of Form S-3. The Company is not
a shell company (as defined in Rule 405 under the Securities Act) and has not been a shell company for at least 12 calendar months previously
and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in Instruction I.B.6 of
Form S-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.


 


(w)
No Material Defaults. Neither the Company nor any of the Subsidiaries has defaulted on any installment on indebtedness for borrowed
money or on any rental on one or more long-term leases or any dividend, which defaults, individually or in the aggregate, would reasonably
be expected to have a Material Adverse Effect. The Company has not filed a report pursuant to Section 13(a) or 15(d) of the Exchange
Act since the filing of its last Annual Report on Form 10-K, indicating that it (i) has failed to pay any dividend or sinking fund installment
on preferred stock or (ii) has defaulted on any installment on indebtedness for borrowed money or on any rental on one or more long-term
leases, which defaults, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.


 


(x)
Certain Market Activities. Neither the Company, nor any of the Subsidiaries, nor to the Company’s knowledge, any of their
respective directors, officers or controlling persons has taken, directly or indirectly, any action designed, or that has constituted
or would reasonably be expected to cause or result in, under the Exchange Act or otherwise, the stabilization or manipulation of the
price of any security of the Company to facilitate the sale or resale of the Placement Shares.


 


(y)
Broker/Dealer Relationships. Neither the Company nor any of the Subsidiaries (i) is required to register as a “broker”
or “dealer” in accordance with the provisions of the Exchange Act or (ii) directly or indirectly through one or more intermediaries,
controls or is a “person associated with a member” or “associated person of a member” (within the meaning set
forth in the FINRA Manual).


 


(z)
No Reliance. The Company has not relied upon the Agent or legal counsel for the Agent for any legal, tax or accounting advice
in connection with the offering and sale of the Placement Shares.


 


(aa)
Taxes. The Company and each of its Subsidiaries have filed all federal, state, local and foreign tax returns which have been required
to be filed and paid all taxes shown thereon through the date hereof, to the extent that such taxes have become due and are not being
contested in good faith, except where the failure to so file or pay would not have a Material Adverse Effect. Except as otherwise disclosed
in or contemplated by the Registration Statement or the Prospectus, no tax deficiency has been determined adversely to the Company or
any of its Subsidiaries which has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse
Effect. The Company has no knowledge of any federal, state or other governmental tax deficiency, penalty or assessment which has been
or might be asserted or threatened against it which would have a Material Adverse Effect.


 



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(bb)
Title to Real and Personal Property. Except as set forth in the Registration Statement or the Prospectus, the Company and its
Subsidiaries have good and marketable title in fee simple to all items of real property owned by them, good and valid title to all personal
property described in the Registration Statement or Prospectus as being owned by them that are material to the business of the Company
or such Subsidiary, in each case free and clear of all liens, encumbrances and claims, except those matters that (i) do not materially
interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not reasonably
be expected, individually or in the aggregate, to have a Material Adverse Effect. Any real or personal property described in the Registration
Statement or Prospectus as being leased by the Company and any of its Subsidiaries is held by them under valid, existing and enforceable
leases, except those that (A) do not materially interfere with the use made or proposed to be made of such property by the Company or
any of its Subsidiaries or (B) would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect.
Each of the properties of the Company and its Subsidiaries complies with all applicable codes, laws and regulations (including, without
limitation, building and zoning codes, laws and regulations and laws relating to access to such properties), except if and to the extent
disclosed in the Registration Statement or Prospectus or except for such failures to comply that would not, individually or in the aggregate,
reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company
and its Subsidiaries or otherwise have a Material Adverse Effect. None of the Company or its subsidiaries has received from any Governmental
Authorities any notice of any condemnation of, or zoning change affecting, the properties of the Company and its Subsidiaries, and the
Company knows of no such condemnation or zoning change which is threatened, except for such that would not reasonably be expected to
interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise
have a Material Adverse Effect, individually or in the aggregate.


 


(cc)
Environmental Laws. Except as disclosed in the Registration Statement and the Prospectus and except as would not, singly or in
the aggregate, be reasonably expected to result in a Material Adverse Effect, (A) none of the Company, any of the Subsidiaries nor any
of the properties of the Company is in violation of any Environmental Laws (as defined below), (B) the Company, the Subsidiaries and
the properties of the Company have all permits, authorizations and approvals required under any applicable Environmental Laws and are
each in compliance with their requirements, (C) there are no pending or, to the Company’s knowledge, threatened administrative,
regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or
proceedings relating to any Environmental Law or Hazardous Material (as defined below) against the Company or any of the Subsidiaries
or otherwise with regard to the properties of the Company, (D) there are no events or circumstances that would reasonably be expected
to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or governmental body
or agency, against or affecting the properties of the Company, the Company or any of the Subsidiaries relating to Hazardous Materials
or any Environmental Laws and (E) none of the properties of the Company is included or proposed for inclusion on the National Priorities
List issued pursuant to CERCLA (as defined below) by the United States Environmental Protection Agency or on any similar list or inventory
issued by any other federal, state or local governmental authority having or claiming jurisdiction over such properties pursuant to any
other Environmental Laws. As used herein, “Hazardous Material” shall mean any flammable explosives, radioactive materials,
chemicals, pollutants, contaminants, wastes, hazardous wastes, toxic substances, mold, and any hazardous material as defined by or regulated
under any Environmental Law, including, without limitation, petroleum or petroleum products, and asbestos-containing materials. As used
herein, “Environmental Law” shall mean any applicable foreign, federal, state or local law (including statute or common
law), ordinance, rule, regulation or judicial or administrative order, consent decree or judgment relating to the protection of human
health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or
wildlife, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended,
42 U.S.C. Secs. 9601-9675 (“CERCLA”), the Hazardous Materials Transportation Act, as amended, 49 U.S.C. Secs. 5101-5127,
the Solid Waste Disposal Act, as amended, 42 U.S.C. Secs. 6901-6992k, the Emergency Planning and Community Right-to-Know Act of 1986,
42 U.S.C. Secs. 11001-11050, the Toxic Substances Control Act, 15 U.S.C. Secs. 2601-2692, the Federal Insecticide, Fungicide and Rodenticide
Act, 7 U.S.C. Secs. 136-136y, the Clean Air Act, 42 U.S.C. Secs. 7401-7671q, the Clean Water Act (Federal Water Pollution Control Act),
33 U.S.C. Secs. 1251-1387, and the Safe Drinking Water Act, 42 U.S.C. Secs. 300f-300j-26, as any of the above statutes may be amended
from time to time, and the regulations promulgated pursuant to any of the foregoing.


 






    	-14-



    	 



    

 





(dd)
Disclosure Controls. The Company and each of its Subsidiaries maintain systems 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 generally accepted accounting
principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general
or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals
and appropriate action is taken with respect to any differences. The Company’s internal control over financial reporting is effective
and the Company is not aware of any material weaknesses in its internal control over financial reporting (other than as set forth in
the Prospectus). Except as set forth in the Prospectus, since the date of the latest audited financial statements of the Company included
in the Prospectus, there has been no change in the Company’s internal control over financial reporting that has materially affected,
or is reasonably likely to materially affect, the Company’s internal control over financial reporting (other than as set forth
in the Prospectus). The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 and 15d-15)
for the Company and designed such disclosure controls and procedures to ensure that material information relating to the Company and
each of its Subsidiaries is made known to the certifying officers by others within those entities, particularly during the period in
which the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, is being prepared. The Company’s
certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of a date within 90
days prior to the filing date of the Form 10-K for the fiscal year most recently ended (such date, the “Evaluation Date”).
The Company presented in its Form 10-K for the fiscal year most recently ended the conclusions of the certifying officers about the effectiveness
of the disclosure controls and procedures based on their evaluations as of the Evaluation Date and the disclosure controls and procedures
are effective. Since the Evaluation Date, there have been no significant changes in the Company’s internal controls (as such term
is defined in Item 307(b) of Regulation S-K under the Securities Act) or, to the Company’s knowledge, in other factors that could
significantly affect the Company’s internal controls.


 



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(ee)
Sarbanes-Oxley. There is and has been no failure on the part of the Company or, to the Company’s knowledge, any of the Company’s
directors or officers, in their capacities as such, to comply in all material respects with any applicable provisions of the Sarbanes-Oxley
Act and the rules and regulations promulgated thereunder. Each of the principal executive officer and the principal financial officer
of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company
as applicable) has made all certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act with respect to all reports, schedules,
forms, statements and other documents required to be filed by it or furnished by it to the Commission. For purposes of the preceding
sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such
terms in the Sarbanes-Oxley Act.


 


(ff)
Finder’s Fees. Neither the Company nor any of the Subsidiaries has incurred any liability for any finder’s fees, brokerage
commissions or similar payments in connection with the transactions herein contemplated, except as may otherwise exist with respect to
Agent pursuant to this Agreement.


 


(gg)
Labor Disputes. No labor disturbance by or dispute with employees of the Company or any of its Subsidiaries exists or, to the
knowledge of the Company, is threatened which would reasonably be expected to result in a Material Adverse Effect.


 


(hh)
Investment Company Act. Neither the Company nor any of the Subsidiaries is or, after giving effect to the offering and sale of
the Placement Shares, will be an “investment company” or an entity “controlled” by an “investment company,”
as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).


 


(ii)
Operations. 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, the money
laundering statutes of all jurisdictions to which the Company or its Subsidiaries are subject, the rules and regulations thereunder and
any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively,
the “Money Laundering Laws”); and no action, suit or proceeding by or before any Governmental Authority involving
the Company or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.


 


(jj)
Off-Balance Sheet Arrangements. There are no transactions, arrangements and other relationships between and/or among the Company
and/or any of its affiliates and any unconsolidated entity, including, but not limited to, any structured finance, special purpose or
limited purpose entity (each, an “Off-Balance Sheet Transaction”) that could reasonably be expected to affect
materially the Company’s liquidity or the availability of or requirements for its capital resources, including those Off-Balance
Sheet Transactions described in the Commission’s Statement about Management’s Discussion and Analysis of Financial Conditions
and Results of Operations (Release Nos. 33-8056; 34-45321; FR-61), required to be described in the Prospectus which have not been described
as required.


 


(kk)
Underwriter Agreements. The Company is not a party to any agreement with an agent or underwriter for any other “at the market”
or continuous equity transaction.


 



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(ll)
ERISA. To the knowledge of the Company, each material employee benefit plan, within the meaning of Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), that is maintained, administered or contributed
to by the Company or any of its affiliates for employees or former employees of the Company and any of its Subsidiaries has been maintained
in material compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not
limited to ERISA and the Internal Revenue Code of 1986, as amended (the “Code”); no prohibited transaction,
within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred which would result in a material liability to the
Company with respect to any such plan excluding transactions effected pursuant to a statutory or administrative exemption; and for each
such plan that is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, no “accumulated funding deficiency”
as defined in Section 412 of the Code has been incurred, whether or not waived, and the fair market value of the assets of each such
plan (excluding for these purposes accrued but unpaid contributions) exceeds the present value of all benefits accrued under such plan
determined using reasonable actuarial assumptions.


 


(mm)
Forward-Looking Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act) (a “Forward-Looking Statement”) contained in the Registration Statement and the Prospectus
has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.


 


(nn)
Agent Purchases. The Company acknowledges and agrees that Agent has informed the Company that the Agent may, to the extent permitted
under the Securities Act and the Exchange Act, purchase and sell Common Stock for its own account while this Agreement is in effect,
provided, that the Company shall not be deemed to have authorized or consented to any such purchases or sales by the Agent.


 


(oo)
Margin Rules. Neither the issuance, sale and delivery of the Placement Shares nor the application of the proceeds thereof by the
Company as described in the Registration Statement and the Prospectus will violate Regulation T, U or X of the Board of Governors of
the Federal Reserve System or any other regulation of such Board of Governors.


 


(pp)
Insurance. (i) The Company carries or is entitled to the benefits of insurance, with reputable insurers, in such amounts and covering
such risks which the Company believes are adequate, including, but not limited to, directors and officers insurance coverage at least
equal to $10,000,000, and all such insurance is in full force and effect. The Company has no reason to believe that it will not be able
(A) to renew its existing insurance coverage as and when such policies expire or (B) to obtain comparable coverage from similar institutions
as may be necessary or appropriate to conduct its business as now conducted and at a cost that would not result in a Material Adverse
Effect.


 


(ii)
All policies, binders, slips, certificates, and other agreements of insurance, in effect as of the date hereof (including all applications,
supplements, endorsements, riders and ancillary agreements in connection therewith) that are issued by the Company and any of its Subsidiaries
and any and all marketing materials, agents agreements, brokers agreements or managing general agents agreements are, to the extent required
under applicable requirements of law, on forms approved by applicable insurance regulatory authorities or which have been filed and not
objected to by such authorities within the period provided for objection, and such forms comply in all material respects with the requirements
of law applicable thereto and, as to premium rates established by the Company and its Subsidiaries that are required to be filed with
or approved by insurance regulatory authorities, the rates have been so filed or approved, the premiums charged conform thereto in all
material respects, and such premiums comply in all material respects with the requirements of law applicable thereto.


 



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(iii)
The Company and its Subsidiaries are in compliance with all applicable solvency and risk-based capital ratios.


 


(qq)
No Improper Practices. (i) Neither the Company nor the Subsidiaries, nor to the Company’s knowledge, any director, officer,
or employee of the Company or any Subsidiary nor, to the Company’s knowledge, any agent, affiliate, or other person acting on behalf
of the Company or any Subsidiary has, in the past five years, made any unlawful contributions to any candidate for any political office
(or failed fully to disclose any contribution in violation of applicable law) or made any contribution or other payment to any official
of, or candidate for, any federal, state, municipal, or foreign office or other person charged with similar public or quasi-public duty
in violation of any applicable law or of the character required to be disclosed in the Prospectus;; (ii) no relationship, direct or indirect,
exists between or among the Company or any Subsidiary or, to the Company’s knowledge, any affiliate of any of them, on the one
hand, and the directors, officers and stockholders of the Company or any Subsidiary, on the other hand, that is required by the Securities
Act to be described in the Registration Statement and the Prospectus that is not so described; (iii) no relationship, direct or indirect,
exists between or among the Company or any Subsidiary or, to the Company’s knowledge, any affiliate of them, on the one hand, and
the directors, officers, or stockholders of the Company or any Subsidiary, on the other hand, that is required by the rules of FINRA
to be described in the Registration Statement and the Prospectus that is not so described; (iv) except as described in the Registration
Statement and the Prospectus, there are no material outstanding loans or advances or material guarantees of indebtedness by the Company
or any Subsidiary to or, to the Company’s knowledge, for the benefit of any of their respective officers or directors or any of
the members of the families of any of them; (v) the Company has not offered, or caused any placement agent to offer, Common Stock to
any person with the intent to influence unlawfully (A) a customer or supplier of the Company or any Subsidiary to alter the customer’s
or supplier’s level or type of business with the Company or any Subsidiary or (B) a trade journalist or publication to write or
publish favorable information about the Company or any Subsidiary or any of their respective products or services, and (vi) neither the
Company nor any Subsidiary nor any director, officer, or employee of the Company or any Subsidiary nor, to the Company’s knowledge,
any agent, affiliate, or other person acting on behalf of the Company or any Subsidiary has (A) violated or is in violation of any applicable
provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any other applicable anti-bribery or anti-corruption law
(collectively, “Anti-Corruption Laws”), (B) promised, offered, provided, attempted to provide, or authorized
the provision of anything of value, directly or indirectly, to any person for the purpose of obtaining or retaining business, influencing
any act or decision of the recipient, or securing any improper advantage; or (C) made any payment of funds of the Company or any Subsidiary
or received or retained any funds in violation of any Anti-Corruption Laws.


 



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(rr)
Foreign Corrupt Practices Act. None of the Company and any of its Subsidiaries or, to the Company’s knowledge, any director,
officer, agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its
Subsidiaries, has, directly or indirectly, given or agreed to give any money, gift or similar benefit (other than legal price concessions
to customers in the ordinary course of business) to any customer, supplier, employee or agent of a customer or supplier, or official
or employee of any governmental agency or instrumentality of any government (domestic or foreign) or any political party or candidate
for office (domestic or foreign) or other person who was, is, or may be in a position to help or hinder the business of the Company (or
assist it in connection with any actual or proposed transaction) that (i) might subject the Company to any damage or penalty in any civil,
criminal or governmental litigation or proceeding, (ii) if not given in the past, might have had a Material Adverse Effect or (iii) if
not continued in the future, might adversely affect the assets, business, operations or prospects of the Company. The Company has taken
reasonable steps to ensure that its accounting controls and procedures are sufficient to cause the Company to comply in all material
respects with the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)
or employee; (iv) violated or is in violation of any provision of the FCPA or any applicable non-U.S. anti-bribery statute or regulation;
(v) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment; or (vi) received notice of any investigation,
proceeding or inquiry by any Governmental Entity regarding any of the matters in clauses (i)-(v) above; and the Company and, to the knowledge
of the Company, the Company’s affiliates have conducted their respective businesses in compliance with the FCPA and have instituted
and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance
therewith.


 


(ss)
Status Under the Securities Act. The Company was not and is not an ineligible issuer as defined in Rule 405 under the Securities
Act at the times specified in Rules 164 and 433 under the Securities Act in connection with the offering of the Placement Shares.


 


(tt)
No Misstatement or Omission in an Issuer Free Writing Prospectus. Each Issuer Free Writing Prospectus, as of its issue date and
as of each Applicable Time (as defined in Section 23 below), did not, does not and will not include any information that conflicted,
conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any incorporated
document deemed to be a part thereof that has not been superseded or modified. The foregoing sentence does not apply to statements in
or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by
the Agent specifically for use therein.


 


(uu)
No Conflicts. Neither the execution of this Agreement, nor the issuance, offering or sale of the Placement Shares, nor the consummation
of any of the transactions contemplated herein and therein, nor the compliance by the Company with the terms and provisions hereof and
thereof will conflict with, or will result in a breach of, any of the terms and provisions of, or has constituted or will constitute
a default under, or has resulted in or will result in the creation or imposition of any lien, charge or encumbrance upon any property
or assets of the Company pursuant to the terms of any contract or other agreement to which the Company may be bound or to which any of
the property or assets of the Company is subject, except (i) such conflicts, breaches or defaults as may have been waived and (ii) such
conflicts, breaches and defaults that would not reasonably be expected to have a Material Adverse Effect; nor will such action result
(x) in any violation of the provisions of the organizational or governing documents of the Company, or (y) in any material violation
of the provisions of any statute or any order, rule or regulation applicable to the Company or of any Governmental Authority having jurisdiction
over the Company.


 



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(vv)
Compliance with OFAC. None of the Company and its Subsidiaries or, to the Company’s knowledge, any director, officer, agent,
employee or affiliate of the Company and its Subsidiary or any other person acting on behalf of the Company and its Subsidiary, is currently
subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”),
and the Company will not, directly or indirectly, use the proceeds of the Offering hereunder, or lend, contribute or otherwise make available
such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any
person currently subject to any U.S. sanctions administered by OFAC.


 


(ww)
Stock Transfer Taxes. On each Settlement Date, all stock transfer or other taxes (other than income taxes) which are required
to be paid in connection with the sale and transfer of the Placement Shares to be sold hereunder will be, or will have been, fully paid
or provided for by the Company and all laws imposing such taxes will be or will have been fully complied with in all material respects.


 


(xx)
Statistical and Market-Related Data. The statistical, demographic and market-related data included in the Registration Statement
and Prospectus are based on or derived from sources that the Company believes to be reliable and accurate or represent the Company’s
good faith estimates that are made on the basis of data derived from such sources.


 


(yy)
No Loans or Advances to Affiliates. There are no outstanding loans, advances (except normal advances for business expenses in
the ordinary course of business) or guarantees or indebtedness by the Company to or for the benefit of any of the officers or directors
of the Company or any of their respective family members, except as disclosed in the Registration Statement and the Prospectus.


 


(zz)
Market Manipulation. None of the Company and its directors, officers or controlling persons have taken, directly or indirectly,
any action intended, or which might reasonably be expected, to cause or result, under the Securities Act or otherwise, in, or which has
constituted, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Common
Stock.


 


(aaa)
Cyber Security. Except as may be included or incorporated by reference in the Registration Statement and the Prospectus, (x) to
the Company’s knowledge, there has been no material security breach or other material compromise of or relating to any of the Company’s
information technology and computer systems, networks, hardware, software, data (including the data of their respective customers, employees,
suppliers, vendors and any third party data maintained by or on behalf of them), equipment or technology (collectively, “IT
Systems and Data”) and none that would result in a legal or contractual obligation of the Company to notify any other person
about such occurrence; and (y) the Company has not been notified of, and has no knowledge of any event or condition that would reasonably
be expected to result in, any material security breach or other material compromise to their IT Systems and Data; (ii) the Company is
presently in compliance with all material applicable laws or statutes and all judgments, orders, rules and regulations of any court or
arbitrator or governmental or regulatory authority, and contractual obligations relating to the privacy and security of IT Systems and
Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would
not, in the case of this clause (ii), individually or in the aggregate, result in a Material Adverse Effect; and (iii) the Company has
implemented backup and disaster recovery technology consistent with the requirements set forth in the Company’s insurance policies.


 



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Any
certificate signed by an officer of the Company and delivered to the Agent or to counsel for the Agent pursuant to or in connection with
this Agreement shall be deemed to be a representation and warranty by the Company, as applicable, to the Agent as to the matters set
forth therein.


 


7.
Covenants of the Company. The Company covenants and agrees with Agent that:


 


(a)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any
Placement Shares is required to be delivered by Agent under the Securities Act (including in circumstances where such requirement may
be satisfied pursuant to Rule 172 under the Securities Act or similar rule), (i) the Company will notify the Agent promptly of the time
when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the
Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission
for any amendment or supplement to the Registration Statement or Prospectus or for additional information, (ii) the Company will prepare
and file with the Commission, promptly upon the Agent’s request, any amendments or supplements to the Registration Statement or
Prospectus that, in the Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement
Shares by the Agent (provided, however, that the failure of the Agent to make such request shall not relieve the Company
of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the
Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure
to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company
will not file any amendment or supplement to the Registration Statement or Prospectus relating to the Placement Shares or a security
convertible into the Placement Shares unless a copy thereof has been submitted to Agent within a reasonable period of time before the
filing and the Agent has not objected thereto (provided, however, that the failure of the Agent to make such objection
shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations
and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with
respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will
furnish to the Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference
into the Registration Statement or Prospectus, except for those documents available via EDGAR; and (iv) the Company will cause each amendment
or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the
Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant
to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission
under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by
the Company).


 



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(b)
Notice of Commission Stop Orders. The Company will advise the Agent, promptly after it receives notice or obtains knowledge thereof,
of the issuance or threatened issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement,
of the suspension of the qualification of the Placement Shares for offering or sale in any jurisdiction, or of the initiation or threatening
of any proceeding for any such purpose; and it will promptly use its commercially reasonable efforts to prevent the issuance of any stop
order or to obtain its withdrawal if such a stop order should be issued. The Company will advise the Agent promptly after it receives
any request by the Commission for any amendments to the Registration Statement or any amendment or supplements to the Prospectus or any
Issuer Free Writing Prospectus or for additional information related to the offering of the Placement Shares or for additional information
related to the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus.


 


(c)
Delivery of Prospectus; Subsequent Changes. During any period in which a Prospectus relating to the Placement Shares is required
to be delivered by the Agent under the Securities Act with respect to the offer and sale of the Placement Shares, (including in circumstances
where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar rule), the Company will comply with
all requirements imposed upon it by the Securities Act, as from time to time in force, and to file on or before their respective due
dates all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant
to Sections 13(a), 13(c), 14, 15(d) or any other provision of or under the Exchange Act. If the Company has omitted any information from
the Registration Statement pursuant to Rule 430B under the Securities Act, it will use its best efforts to comply with the provisions
of and make all requisite filings with the Commission pursuant to said Rule 430B and to notify the Agent promptly of all such filings.
If during such period any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement
of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then
existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or Prospectus to
comply with the Securities Act, the Company will promptly notify the Agent to suspend the offering of Placement Shares during such period
and the Company will promptly amend or supplement the Registration Statement or Prospectus (at the expense of the Company) so as to correct
such statement or omission or effect such compliance.


 


(d)
Listing of Placement Shares. Prior to the date of the first Placement Notice, the Company will use its reasonable best efforts
to cause the Placement Shares to be listed on the Exchange.


 


(e)
Delivery of Registration Statement and Prospectus. The Company will furnish to the Agent and its counsel (at the expense of the
Company) copies of the Registration Statement, the Prospectus (including all documents incorporated by reference therein) and all amendments
and supplements to the Registration Statement or Prospectus that are filed with the Commission during any period in which a Prospectus
relating to the Placement Shares is required to be delivered under the Securities Act (including all documents filed with the Commission
during such period that are deemed to be incorporated by reference therein), in each case as soon as reasonably practicable and in such
quantities as the Agent may from time to time reasonably request and, at the Agent’s request, will also furnish copies of the Prospectus
to each exchange or market on which sales of the Placement Shares may be made; provided, however, that the Company shall
not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on EDGAR.


 



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(f)
Earning Statement. The Company will make generally available to its security holders as soon as practicable, but in any event
not later than 15 months after the end of the Company’s current fiscal quarter, an earning statement covering a 12-month period
that satisfies the provisions of Section 11(a) and Rule 158 of the Securities Act.


 


(g)
Use of Proceeds. The Company will use the Net Proceeds as described in the Prospectus in the section entitled “Use of Proceeds.”


 


(h)
Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to
sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock (other than the Placement Shares offered
pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire,
Common Stock during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement
Notice is delivered to Agent hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement
Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended
prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will
not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to
sell, grant any option to sell or otherwise dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement)
or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock prior to
the termination of this Agreement; provided, however, that such restrictions will not be required in connection with the
Company’s issuance or sale of (i) Common Stock, options to purchase Common Stock or other equity awards or Common Stock issuable
upon the exercise of options, pursuant to any equity compensation plan, employee or director stock option or benefits plan, stock ownership
plan, employee stock purchase plan or dividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan limits in its
dividend reinvestment plan) of the Company whether now in effect or hereafter implemented, (ii) Common Stock issuable upon conversion
of securities or the exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company
available on EDGAR or otherwise in writing to the Agent and (iii) Common Stock or securities convertible into or exchangeable for shares
of Common Stock as consideration for mergers, acquisitions, other business combinations or strategic alliances occurring after the date
of this Agreement which are not issued for capital raising purposes.


 


(i)
Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice advise the Agent promptly after
it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect
any opinion, certificate, letter or other document required to be provided to the Agent pursuant to this Agreement.


 


(j)
Due Diligence Cooperation. The Company will cooperate with any reasonable due diligence review conducted by the Agent or its representatives
in connection with the transactions contemplated hereby, including, without limitation, providing information and making available documents
and senior corporate officers, during regular business hours and at the Company’s principal offices, as the Agent may reasonably
request.


 



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(k)
Required Filings Relating to Placement of Placement Shares. The Company shall disclose, in its quarterly reports on Form 10-Q
and in its annual report on Form 10-K to be filed by the Company with the Commission from time to time, the number of the Placement Shares
sold through the Agent under this Agreement, and the net proceeds to the Company from the sale of the Placement Shares pursuant to this
Agreement during the relevant quarter or, in the case of an Annual Report on Form 10-K, during the fiscal year covered by such Annual
Report and the fourth quarter of such fiscal year. The Company agrees that on such dates as the Securities Act shall require, the Company
will (i) file a prospectus supplement with the Commission under the applicable paragraph of Rule 424(b) under the Securities Act (each
and every filing date under Rule 424(b), a “Filing Date”), which prospectus supplement will set forth, within
the relevant period, the amount of Placement Shares sold through the Agent, the Net Proceeds to the Company and the compensation payable
by the Company to the Agent with respect to such Placement Shares, and (ii) deliver such number of copies of each such prospectus supplement
to each exchange or market on which such sales were effected as may be required by the rules or regulations of such exchange or market.


 


(l)
Representation Dates; Certificate. Prior to the date of the first Placement Notice and each time the Company:


 


(i)
files the Prospectus relating to the Placement Shares or amend or supplement (other than a prospectus supplement relating solely to an
offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares
by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration
Statement or the Prospectus relating to the Placement Shares;


 


(ii)
files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material
amendment to the previously filed Form 10-K);


 


(iii)
files its quarterly reports on Form 10-Q under the Exchange Act; or


 


(iv)
files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant
to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain
properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act
(each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”);


 






    	-24-



    	 



    

 


the
Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained
in such Form 8-K is material) with a certificate dated the Representation Date, in the form and substance satisfactory to the Agent and
its counsel, substantially similar to the form previously provided to the Agent and its counsel, modified, as necessary, to relate to
the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section
7(l) shall be waived for any Representation Date occurring at a time a Suspension is in effect, which waiver shall continue until
the earlier to occur of the date the Company delivers instructions for the sale of Placement Shares hereunder (which for such calendar
quarter shall be considered a Representation Date) and the next occurring Representation Date. Notwithstanding the foregoing, if the
Company subsequently decides to sell Placement Shares following a Representation Date when a Suspension was in effect and did not provide
the Agent with a certificate under this Section 7(l), then before the Company delivers the instructions for the sale of Placement
Shares or the Agent sells any Placement Shares pursuant to such instructions, the Company shall provide the Agent with a certificate
in conformity with this Section 7(l) dated as of the date that the instructions for the sale of Placement Shares are issued.


 


(m)
Legal Opinion. (i) Prior to the date of the first Placement Notice and (ii) within three (3) Trading Days of each Representation
Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(l) for which no waiver is applicable
and excluding the date of this Agreement, the Company shall cause to be furnished to the Agent:


 


(A)
a written opinion and negative assurance of Loeb & Loeb LLP (“Company Counsel”) addressed to the Agent,
in form and substance satisfactory to the Agent and its counsel;


 


(B)
a written opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding the Company’s
status under the Investment Company Act of 1940 and certain disclosure related thereto (“Investment Company Counsel”)
addressed to the Agent, in form and substance satisfactory to the Agent and its counsel; and


 


(C)
a written opinion of Cayman Islands counsel to the Company regarding the Company’s status as a reinsurer and other matters related
to Cayman Islands law (“Cayman Islands Counsel”) addressed
to the Agent, in form and substance satisfactory to the Agent and its counsel; and


 


of
other counsel satisfactory to the Agent, in form and substance satisfactory to Agent and its counsel, substantially similar to the form
previously provided to the Agent and its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus
as then amended or supplemented; provided, however, the Company shall be required to furnish to Agent no more than one
opinion hereunder per calendar quarter; provided, further, that in lieu of such opinions for subsequent periodic filings
under the Exchange Act, counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that
the Agent may rely on a prior opinion delivered under this Section 7(m) to the same extent as if it were dated the date of such
letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended
or supplemented as of the date of the Reliance Letter).


 



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(n)
Comfort Letter. (i) Prior to the date of the first Placement Notice and (ii) within five (5) Trading Days of each Representation
Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(l) for which no waiver is applicable
and excluding the date of this Agreement, the Company shall cause its independent registered public accounting firm to furnish the Agent
letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements
set forth in this Section 7(n); provided, that if requested by the Agent, the Company shall cause a Comfort Letter to be
furnished to the Agent within ten (10) Trading Days of the date of occurrence of any material transaction or event, including the restatement
of the Company’s financial statements. The Comfort Letter from the Company’s independent registered public accounting firm
shall be in a form and substance satisfactory to the Agent, (A) confirming that they are an independent registered public accounting
firm within the meaning of the Securities Act and the PCAOB, (B) stating, as of such date, the conclusions and findings of such firm
with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to
underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”)
and (C) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been
given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented
to the date of such letter.


 


(o)
Market Activities. The Company will not, directly or indirectly, (i) take any action designed to cause or result in, or that constitutes
or would reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company to facilitate
the sale or resale of Common Stock or (ii) sell, bid for, or purchase Common Stock in violation of Regulation M, or pay anyone any compensation
for soliciting purchases of the Placement Shares other than the Agent.


 


(p)
Investment Company Act. The Company will conduct its affairs in such a manner so as to reasonably ensure that neither it nor any
of its Subsidiaries will be or become, at any time prior to the termination of this Agreement, required to register as an “investment
company,” as such term is defined in the Investment Company Act.


 


(q)
No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its capacity
as agent hereunder, neither the Agent nor the Company (including its agents and representatives, other than the Agent in its capacity
as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities
Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares
hereunder.


 


(r)
Blue Sky and Other Qualifications. The Company will use its commercially reasonable efforts, in cooperation with the Agent,
to qualify the Placement Shares for offering and sale, or to obtain an exemption for the Placement Shares to be offered and sold, under
the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Agent may designate and to maintain
such qualifications and exemptions in effect for so long as required for the distribution of the Placement Shares (but in no event for
less than one year from the date of this Agreement); provided, however, that the Company shall not be obligated to file
any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in
which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise
so subject. In each jurisdiction in which the Placement Shares have been so qualified or exempt, the Company will file such statements
and reports as may be required by the laws of such jurisdiction to continue such qualification or exemption, as the case may be, in effect
for so long as required for the distribution of the Placement Shares (but in no event for less than one year from the date of this Agreement).


 



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(s)
Sarbanes-Oxley Act. The Company and the Subsidiaries will maintain and keep accurate books and records reflecting their assets
and maintain internal accounting controls in a manner designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles
and including those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly
reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded
as necessary to permit the preparation of the Company’s consolidated financial statements in accordance with generally accepted
accounting principles, (iii) that receipts and expenditures of the Company are being made only in accordance with management’s
and the Company’s directors’ authorization, and (iv) provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements.
The Company and the Subsidiaries will maintain such controls and other procedures, including, without limitation, those required by Sections
302 and 906 of the Sarbanes-Oxley Act, and the applicable regulations thereunder that are designed to ensure that information required
to be disclosed by the Company in the reports that 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, including, without limitation, controls and procedures
designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange
Act is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial
officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure and to ensure
that material information relating to the Company or the Subsidiaries is made known to them by others within those entities, particularly
during the period in which such periodic reports are being prepared.


 


(t)
Secretary’s Certificate; Further Documentation. Prior to the date of the first Placement Notice, the Company shall deliver
to the Agent a certificate of the Secretary of the Company and attested to by an executive officer of the Company, dated as of such date,
certifying as to (i) the Certificate of Incorporation of the Company, (ii) the Bylaws of the Company, (iii) the resolutions of the Board
of Directors of the Company authorizing the execution, delivery and performance of this Agreement and the issuance of the Placement Shares
and (iv) the incumbency of the officers duly authorized to execute this Agreement and the other documents contemplated by this Agreement.
Within five (5) Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates
and documents as the Agent may reasonably request.


 


(u)
Renewal of Registration Statement. If, immediately prior to the third anniversary of the
initial effective date of the Registration Statement (the “Renewal Date”), any of the Placement Shares remain
unsold and this Agreement has not been terminated, the Company will, prior to the Renewal Date, file a new shelf registration statement
or, if applicable, an automatic shelf registration statement relating to the Common Stock that may be offered and sold pursuant to this
Agreement (which shall include a prospectus reflecting the number or amount of Placement Shares that may be offered and sold pursuant
to this Agreement), in a form satisfactory to the Agent and its counsel, and, if such registration statement is not an automatic shelf
registration statement, will use its reasonable best efforts to cause such registration statement to be declared effective within 180
days after the Renewal Date. The Company will take all other reasonable actions necessary or appropriate to permit the public offer and
sale of the Placement Shares to continue as contemplated in the expired registration statement and this Agreement. From and after the
effective date thereof, references herein to the “Registration Statement” shall include such new shelf registration statement
or such new automatic shelf registration statement, as the case may be.


 



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(v)
Right of First Refusal. The Company hereby agrees that for a period of twelve (12)
months from the date of this Agreement, the Company will grant to the Agent an irrevocable right of first refusal to act as sole investment
banker, sole book-runner and/or sole placement agent, at the Agent’s sole discretion, for each and every future public and private
equity and debt offering, including all equity linked financings, during such twelve (12) month period for the Company, or any successor
to or any subsidiary of the Company, on terms mutually acceptable to both Company and to the Agent. The Agent shall have the sole right
to determine whether or not any other broker dealer shall have the right to participate in any such offering and the economic terms of
any such participation.


 


8.
Payment of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including
(i) the preparation and filing of the Registration Statement, including any fees required by the Commission, and the printing or electronic
delivery of the Prospectus as originally filed and of each amendment and supplement thereto, in such number as the Agent shall deem necessary,
(ii) the printing and delivery to the Agent of this Agreement and such other documents as may be required in connection with the offering,
purchase, sale, issuance or delivery of the Placement Shares, (iii) the preparation, issuance and delivery of the certificates, if any,
for the Placement Shares to the Agent, including any stock or other transfer taxes and any capital duties, stamp duties or other duties
or taxes payable upon the sale, issuance or delivery of the Placement Shares to the Agent, (iv) the fees and disbursements of the counsel,
accountants and other advisors to the Company, (v) the fees and expenses of Agent including but not limited to the fees and expenses
of the counsel to the Agent, payable upon the execution of this Agreement, in an amount not to exceed $50,000 (in addition, the Company
shall reimburse the Agent upon request for such costs, fees and expenses incurred in connection with this Agreement in an amount not
to exceed $7,500 on a quarterly basis for the first three quarters of each year and $10,000 for the fourth quarter of each year), (vi)
the qualification or exemption of the Placement Shares under state securities laws in accordance with the provisions of Section
7(r) hereof, including filing fees, but excluding fees of the Agent’s counsel, (vii) the printing and delivery to the Agent
of copies of any Permitted Issuer Free Writing Prospectus and the Prospectus and any amendments or supplements thereto in such number
as the Agent shall deem necessary, (viii) the preparation, printing and delivery to the Agent of copies of the blue sky survey, (ix)
the fees and expenses of the transfer agent and registrar for the Common Stock, (x) the filing and other fees incident to any review
by FINRA of the terms of the sale of the Placement Shares including the fees of the Agent’s counsel (subject to the cap, set forth
in clause (v) above), and (xi) the fees and expenses incurred in connection with the listing of the Placement Shares on the Exchange.


 


9.
Conditions to Agent’s Obligations. The obligations of the Agent hereunder with respect to a Placement will be subject to
the continuing accuracy and completeness of the representations and warranties made by the Company herein, to the due performance by
the Company of its obligations hereunder, to the completion by the Agent of a due diligence review satisfactory to it in its reasonable
judgment, and to the continuing satisfaction (or waiver by the Agent in its sole discretion) of the following additional conditions:


 


(a)
Registration Statement Effective. The Registration Statement shall have become effective and shall be available for the sale of
all Placement Shares contemplated to be issued by any Placement Notice.


 



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(b)
No Material Notices. None of the following events shall have occurred and be continuing: (i) receipt by the Company of any request
for additional information from the Commission or any other federal or state Governmental Authority during the period of effectiveness
of the Registration Statement, the response to which would require any post-effective amendments or supplements to the Registration Statement
or the Prospectus; (ii) the issuance by the Commission or any other federal or state Governmental Authority of any stop order suspending
the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt by the Company of
any notification with respect to the suspension of the qualification or exemption from qualification of any of the Placement Shares for
sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; or (iv) the occurrence of any event that
makes any statement of a material fact made in the Registration Statement or the Prospectus or any document incorporated or deemed to
be incorporated therein by reference untrue or that requires the making of any changes in the Registration Statement, the Prospectus
or documents so that, in the case of the Registration Statement, it will not contain an untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case
of the Prospectus, it will not contain an untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.


 


(c)
No Misstatement or Material Omission. Agent shall not have advised the Company that the Registration Statement or Prospectus,
or any amendment or supplement thereto, contains an untrue statement of fact that in the Agent’s reasonable opinion is material,
or omits to state a fact that in the Agent’s reasonable opinion is material and is required to be stated therein or is necessary
to make the statements therein not misleading.


 


(d)
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission,
there shall not have been any material adverse change in the authorized capital stock of the Company or any Material Adverse Effect or
any development that would reasonably be expected to cause a Material Adverse Effect, or a downgrading in or withdrawal of the rating
assigned to any of the Company’s securities (other than asset backed securities) by any rating organization or a public announcement
by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset
backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment
of the Agent (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable
or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.


 


(e)
Legal Opinions. The Agent shall have received the opinions of Company Counsel, Investment
Company Counsel and Cayman Islands Counsel required to be delivered pursuant to Sections 7(m)(A), 7(m)(B) and 7(m)(C) on
or before the date on which such delivery of such opinions is required pursuant to Sections 7(m)(A), 7(m)(B) and 7(m)(C).


 


(f)
Comfort Letter. The Agent shall have received the Comfort Letter required to be delivered pursuant to Section 7(n) on or
before the date on which such delivery of such Comfort Letter is required pursuant to Section 7(n).


 



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(g)
Representation Certificate. The Agent shall have received the certificate required to be delivered pursuant to Section 7(l)
on or before the date on which delivery of such certificate is required pursuant to Section 7(l).


 


(h)
No Suspension. Trading in the Common Stock shall not have been suspended on the Exchange and the Common Stock shall not have been
delisted from the Exchange.


 


(i)
Other Materials. On each date on which the Company is required to deliver a certificate pursuant to Section 7(l), the Company
shall have furnished to the Agent such appropriate further information, opinions, certificates, letters and other documents as the Agent
may reasonably request. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof.


 


(j)
Securities Act Filings Made. All filings with the Commission required by Rule 424 under the Securities Act to have been filed
prior to the issuance of any Placement Notice hereunder shall have been made within the applicable time period prescribed for such filing
by Rule 424.


 


(k)
Approval for Listing. The Placement Shares shall either have been (i) approved for listing on the Exchange, subject only to notice
of issuance, or (ii) the Company shall have filed an application for listing of the Placement Shares on the Exchange at, or prior to,
the issuance of any Placement Notice and the Exchange shall have reviewed such application and not provided any objections thereto.


 


(l)
FINRA. If applicable, FINRA shall have raised no objection to the terms of this offering and the amount of compensation allowable
or payable to the Agent as described in the Prospectus.


 


(m)
No Termination Event. There shall not have occurred any event that would permit the Agent to terminate this Agreement pursuant
to Section 12(a).


 


10.
Indemnification and Contribution.


 


(a)
Company Indemnification. The Company agrees to indemnify and hold harmless the Agent, its affiliates and their respective partners,
members, directors, officers, employees and agents and each person, if any, who controls the Agent or any affiliate within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows:


 


(i)
against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, arising out of or based upon
any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto),
or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein
not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any related Issuer
Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of
a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not
misleading;


 



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(ii)
against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, to the extent of the aggregate
amount paid in settlement of any litigation, or any investigation or proceeding by any Governmental Authority, commenced or threatened,
or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided
that (subject to Section 10(d) below) any such settlement is effected with the written consent of the Company, which consent
shall not unreasonably be delayed or withheld; and


 


(iii)
against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel), reasonably incurred in investigating,
preparing or defending against any litigation, or any investigation or proceeding by any Governmental Authority, commenced or threatened,
or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission (whether or
not a party), to the extent that any such expense is not paid under (i) or (ii) above,


 


provided,
however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising
out of any untrue statement or omission or alleged untrue statement or omission made solely in reliance upon and in conformity with the
Agent Information (as defined below).


 


(b)
Agent Indemnification. Agent agrees to indemnify and hold harmless the Company and its directors and each officer of the Company
who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the indemnity contained
in Section 10(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions,
made in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement thereto) or any Issuer
Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information relating to the
Agent and furnished to the Company in writing by the Agent expressly for use therein. The Company hereby acknowledges that the only information
that the Agent has furnished to the Company expressly for use in the Registration Statement, the Prospectus or any Issuer Free Writing
Prospectus (or any amendment or supplement thereto) are the statements set forth in the seventh and eighth paragraphs under the caption
“Plan of Distribution” in the Prospectus (the “Agent Information”).


 



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(c)
Procedure. Any party that proposes to assert the right to be indemnified under this Section 10 will, promptly after receipt
of notice of commencement of any action against such party in respect of which a claim is to be made against an indemnifying party or
parties under this Section 10, notify each such indemnifying party of the commencement of such action, enclosing a copy of all
papers served, but the omission so to notify such indemnifying party will not relieve the indemnifying party from (i) any liability that
it might have to any indemnified party otherwise than under this Section 10 and (ii) any liability that it may have to any indemnified
party under the foregoing provision of this Section 10 unless, and only to the extent that, such omission results in the forfeiture
of substantive rights or defenses by the indemnifying party. If any such action is brought against any indemnified party and it notifies
the indemnifying party of its commencement, the indemnifying party will be entitled to participate in and, to the extent that it elects
by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified
party, jointly with any other indemnifying party similarly notified, to assume the defense of the action, with counsel reasonably satisfactory
to the indemnified party, and after notice from the indemnifying party to the indemnified party of its election to assume the defense,
the indemnifying party will not be liable to the indemnified party for any other legal expenses except as provided below and except for
the reasonable costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified
party will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will
be at the expense of such indemnified party unless (1) the employment of counsel by the indemnified party has been authorized in writing
by the indemnifying party, (2) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses
available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (3)
a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying
party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified
party) or (4) the indemnifying party has not in fact employed counsel to assume the defense of such action or counsel reasonably satisfactory
to the indemnified party, in each case, within a reasonable time after receiving notice of the commencement of the action; in each of
which cases the reasonable fees, disbursements and other charges of counsel will be at the expense of the indemnifying party or parties.
It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm (plus local counsel)
admitted to practice in such jurisdiction at any one time for all such indemnified party or parties. All such fees, disbursements and
other charges will be reimbursed by the indemnifying party promptly as they are incurred. An indemnifying party will not, in any event,
be liable for any settlement of any action or claim effected without its written consent. No indemnifying party shall, without the prior
written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened
claim, action or proceeding relating to the matters contemplated by this Section 10 (whether or not any indemnified party is a
party thereto), unless such settlement, compromise or consent (1) includes an express and unconditional release of each indemnified party,
in form and substance reasonably satisfactory to such indemnified party, from all liability arising out of such litigation, investigation,
proceeding or claim and (2) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf
of any indemnified party.


 


(d)
Settlement Without Consent if Failure to Reimburse. If an indemnified party shall have requested an indemnifying party
to reimburse the indemnified party for reasonable fees and expenses of counsel, such indemnifying party agrees that it shall be liable
for any settlement of the nature contemplated by Section 10(a)(ii) effected without its written consent if (1) such settlement
is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (2) such indemnifying party shall
have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (3) such indemnifying
party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.


 



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(e)
Contribution. In order to provide for just and equitable contribution in circumstances in which the indemnification provided for
in the foregoing paragraphs of this Section 10 is applicable in accordance with its terms but for any reason is held to be unavailable
or insufficient from the Company or the Agent, the Company and the Agent will contribute to the total losses, claims, liabilities, expenses
and damages (including any investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement
of, any action, suit or proceeding or any claim asserted) to which the Company and the Agent may be subject in such proportion as shall
be appropriate to reflect the relative benefits received by the Company on the one hand and the Agent on the other hand. The relative
benefits received by the Company on the one hand and the Agent on the other hand shall be deemed to be in the same proportion as the
total net proceeds from the sale of the Placement Shares (before deducting expenses) received by the Company bear to the total compensation
received by the Agent from the sale of Placement Shares on behalf of the Company. If, but only if, the allocation provided by the foregoing
sentence is not permitted by applicable law, the allocation of contribution shall be made in such proportion as is appropriate to reflect
not only the relative benefits referred to in the foregoing sentence but also the relative fault of the Company, on the one hand, and
the Agent, on the other hand, with respect to the statements or omission that resulted in such loss, claim, liability, expense or damage,
or action in respect thereof, as well as any other relevant equitable considerations with respect to such offering. Such relative fault
shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission
or alleged omission to state a material fact relates to information supplied by the Company or the Agent, the intent of the parties and
their relative knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the
Agent agree that it would not be just and equitable if contributions pursuant to this Section 10(e) were to be determined by pro
rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to herein.
The amount paid or payable by an indemnified party as a result of the loss, claim, liability, expense, or damage, or action in respect
thereof, referred to above in this Section 10(e) shall be deemed to include, for the purpose of this Section 10(e), any
legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or
claim to the extent consistent with Section 10(c) hereof. Notwithstanding the foregoing provisions of this Section 10(e),
the Agent shall not be required to contribute any amount in excess of the commissions received by it under this Agreement and no person
found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 10(e), any person who controls
a party to this Agreement within the meaning of the Securities Act, any affiliates of the Agent and any officers, directors, partners,
employees or agents of the Agent or any of its affiliates, will have the same rights to contribution as that party, and each director
of the Company and each officer of the Company who signed the Registration Statement will have the same rights to contribution as the
Company, subject in each case to the provisions hereof. Any party entitled to contribution, promptly after receipt of notice of commencement
of any action against such party in respect of which a claim for contribution may be made under this Section 10(e), will notify
any such party or parties from whom contribution may be sought, but the omission to so notify will not relieve that party or parties
from whom contribution may be sought from any other obligation it or they may have under this Section 10(e) except to the extent
that the failure to so notify such other party materially prejudiced the substantive rights or defenses of the party from whom contribution
is sought. Except for a settlement entered into pursuant to the last sentence of Section 10(c) hereof, no party will be liable
for contribution with respect to any action or claim settled without its written consent if such consent is required pursuant to Section
10(c) hereof.


 



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11.
Representations and Agreements to Survive Delivery. The indemnity and contribution agreements contained in Section 10 of
this Agreement and all representations and warranties of the Company herein or in certificates delivered pursuant hereto shall survive,
as of their respective dates, regardless of (i) any investigation made by or on behalf of the Agent, any controlling persons, or the
Company (or any of their respective officers, directors, employees or controlling persons), (ii) delivery and acceptance of the Placement
Shares and payment therefor or (iii) any termination of this Agreement.


 


12.
Termination.


 


(a)
The Agent may terminate this Agreement, by notice to the Company, as hereinafter specified at any time (1) if there has been, since the
time of execution of this Agreement or since the date as of which information is given in the Prospectus, any change, or any development
or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results
of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course
of business, which individually or in the aggregate, in the sole judgment of the Agent is material and adverse and makes it impractical
or inadvisable to market the Placement Shares or to enforce contracts for the sale of the Placement Shares, (2) if there has occurred
any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities
or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international
political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Agent, impracticable
or inadvisable to market the Placement Shares or to enforce contracts for the sale of the Placement Shares, (3) if trading in the Common
Stock has been suspended or limited by the Commission or the Exchange, or if trading generally on the Exchange has been suspended or
limited, or minimum prices for trading have been fixed on the Exchange, (4) if any suspension of trading of any securities of the Company
on any exchange or in the over-the-counter market shall have occurred and be continuing, (5) if a major disruption of securities settlements
or clearance services in the United States shall have occurred and be continuing, or (6) if a banking moratorium has been declared by
either U.S. Federal or New York authorities. Any such termination shall be without liability of any party to any other party except that
the provisions of Section 8 (Payment of Expenses), Section 10 (Indemnification and Contribution), Section 11 (Representations
and Agreements to Survive Delivery), Section 17 (Governing Law and Time; Waiver of Jury Trial) and Section 18 (Consent
to Jurisdiction) hereof shall remain in full force and effect notwithstanding such termination. If the Agent elects to terminate this
Agreement as provided in this Section 12(a), the Agent shall provide the required notice as specified in Section 13 (Notices).


 


(b)
The Company shall have the right, by giving ten (10) days’ notice as hereinafter specified to terminate this Agreement in its sole
discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party
except that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof
shall remain in full force and effect notwithstanding such termination.


 


(c)
The Agent shall have the right, by giving ten (10) days’ notice as hereinafter specified to terminate this Agreement in its sole
discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party
except that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof
shall remain in full force and effect notwithstanding such termination.


 



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(d)
This Agreement shall remain in full force and effect unless terminated pursuant to Sections 12(a), (b), or (c) above
or otherwise by mutual agreement of the parties; provided, however, that any such termination by mutual agreement shall
in all cases be deemed to provide that Section 8, Section 10, Section 11, Section 17 and Section 18
shall remain in full force and effect.


 


(e)
Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided, however,
that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company,
as the case may be. If such termination shall occur prior to the Settlement Date for any sale of Placement Shares, such Placement Shares
shall settle in accordance with the provisions of this Agreement.


 


13.
Notices. All notices or other communications required or permitted to be given by any party to any other party pursuant to the
terms of this Agreement shall be in writing, unless otherwise specified, and if sent to the Agent, shall be delivered to:


 


ThinkEquity
LLC


17
State Street, 41st Floor


New
York, New York 10004

Attn: Head of Investment Banking


Fax
No.: (212) 349-2550


E-mail:
notices@think-equity.com


 


with
a copy to:


 


Blank
Rome LLP


1271
Avenue of the Americas


New
York, New York 10020

Attention: Leslie Marlow, Esq. or Patrick J. Egan, Esq.


Fax
No.: (917) 332-3057


Email:
leslie.marlow@blankrome.com or patrick.egan@blankrome.com


 


and
if to the Company, shall be delivered to:


 


FG
Financial Group, Inc.


360
Central Ave, Suite 800


St.
Petersburg, Florida 33701


Attention:
Larry G. Swets, Chief Executive Officer


Telephone
No: (727) 304-5666


E-mail
address: lswets@itascafinancial.com


 


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


 


Loeb
& Loeb LLP


345
Park Avenue


New
York, New York 10154


Attention:
Angela Dowd, Esq.


Fax
No: 212-407-4827


E-mail
address: adowd@loeb.com


 



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Each
party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address
for such purpose. Each such notice or other communication shall be deemed given (i) when delivered personally or by verifiable facsimile
transmission (with an original to follow) on or before 4:30 p.m., New York City time, on a Business Day or, if such day is not a Business
Day, on the next succeeding Business Day, (ii) on the next Business Day after timely delivery to a nationally-recognized overnight courier
and (iii) on the Business Day actually received if deposited in the U.S. mail (certified or registered mail, return receipt requested,
postage prepaid). For purposes of this Agreement, “Business Day” shall mean any day on which the Exchange and
commercial banks in the City of New York are open for business.


 


An
electronic communication (“Electronic Notice”) shall be deemed written notice for purposes of this Section
13 if sent to the electronic mail address specified by the receiving party under separate cover. Electronic Notice shall be deemed received
at the time the party sending Electronic Notice receives verification of receipt by the receiving party. Any party receiving Electronic
Notice may request and shall be entitled to receive the notice on paper, in a nonelectronic form (“Nonelectronic Notice”)
which shall be sent to the requesting party within ten (10) days of receipt of the written request for Nonelectronic Notice.


 


14.
Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the Company and the Agent and their respective
successors and the parties referred to in Section 10 hereof. References to any of the parties contained in this Agreement shall be deemed
to include the successors and permitted assigns of such party. Nothing in this Agreement, express or implied, is intended to confer upon
any party other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations or liabilities
under or by reason of this Agreement, except as expressly provided in this Agreement. Neither party may assign its rights or obligations
under this Agreement without the prior written consent of the other party; provided, however, that the Agent may assign
its rights and obligations hereunder to an affiliate thereof without obtaining the Company’s consent but shall provide notice of
such assignment to the Company.


 


15.
Adjustments for Stock Splits. The parties acknowledge and agree that all share-related numbers contained in this Agreement shall
be adjusted to take into account any stock split, stock dividend or similar event effected with respect to the Placement Shares.


 


16.
Entire Agreement; Amendment; Severability; Waiver. This Agreement (including all schedules and exhibits attached hereto and Placement
Notices issued pursuant hereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings,
both written and oral, among the parties hereto with regard to the subject matter hereof. Neither this Agreement nor any term hereof
may be amended except pursuant to a written instrument executed by the Company and the Agent. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by
a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is
valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or
unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder
of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement. No implied waiver
by a party shall arise in the absence of a waiver in writing signed by such party. No failure or delay in exercising any right, power,
or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further
exercise thereof or the exercise of any right, power, or privilege hereunder.


 



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17.
GOVERNING LAW AND TIME; WAIVER OF JURY TRIAL. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME. EACH
PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


18.
CONSENT TO JURISDICTION. 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 WITH ANY TRANSACTION
CONTEMPLATED HEREBY, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS
NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM
OR THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND
CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF (CERTIFIED OR REGISTERED MAIL, RETURN
RECEIPT REQUESTED) 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 MANNER PERMITTED BY LAW.


 


19.
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. Delivery of an executed Agreement by one party to the other may be made
by facsimile or by electronic delivery of a portable document format (PDF) file (including any electronic signature covered by the U.S.
federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g.,
www.docusign.com).


 



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20.
Construction. The section and exhibit headings herein are for convenience only and shall not affect the construction hereof. References
herein to any law, statute, ordinance, code, regulation, rule or other requirement of any Governmental Authority shall be deemed to refer
to such law, statute, ordinance, code, regulation, rule or other requirement of any Governmental Authority as amended, reenacted, supplemented
or superseded in whole or in part and in effect from time to time and also to all rules and regulations promulgated thereunder.


 


21.
Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent
of the Agent, and the Agent represents, warrants and agrees that, unless it obtains the prior written consent of the Company, it has
not made and will not make any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus, or that
would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission.
Any such free writing prospectus consented to by the Agent or by the Company, as the case may be, is hereinafter referred to as a “Permitted
Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted
Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply
with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where
required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if
any, listed in Exhibit 21 hereto are Permitted Free Writing Prospectuses.


 


22.
Absence of Fiduciary Relationship. The Company acknowledges and agrees that:


 


(a)
the Agent is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction
contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company
or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand,
and the Agent, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective
of whether or not the Agent has advised or is advising the Company on other matters, and the Agent has no obligation to the Company with
respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement;


 


(b)
it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated
by this Agreement;


 


(c)
neither the Agent nor its affiliates have provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated
by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate;


 


(d)
it is aware that the Agent and its affiliates are engaged in a broad range of transactions which may involve interests that differ from
those of the Company and the Agent, and its affiliates have no obligation to disclose such interests and transactions to the Company
by virtue of any fiduciary, advisory or agency relationship or otherwise; and


 


(e)
it waives, to the fullest extent permitted by law, any claims it may have against the Agent or its affiliates for breach of fiduciary
duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that the Agent
and its affiliates shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such
a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or
creditors of Company.


 



    	-38-



    	 



    

 





23.
Definitions. As used in this Agreement, the following terms have the respective meanings set forth below:


 


“Applicable
Time” means (i) each Representation Date, (ii) the time of each sale of any Placement Shares pursuant to this Agreement
and (iii) each Settlement Date.


 


“Governmental
Authority” means (i) any federal, provincial, state, local, municipal, national or international government or governmental
authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, court,
tribunal, arbitrator or arbitral body (public or private); (ii) any self-regulatory organization; or (iii) any political subdivision
of any of the foregoing.


 


“Issuer
Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433, relating to the
Placement Shares that (1) is required to be filed with the Commission by the Company, (2) is a “road show” that is a “written
communication” within the meaning of Rule 433(d)(8)(i) whether or not required to be filed with the Commission, or (3) is exempt
from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Placement Shares or of the offering that does not
reflect the final terms, in each case in the form filed or required to be filed with the Commission or, if not required to be filed,
in the form retained in the Company’s records pursuant to Rule 433(g) under the Securities Act Regulations.


 


“Rule
164,” “Rule 172,” “Rule 405,” “Rule 415,”
“Rule 424,” “Rule 424(b),” “Rule 430B,” and “Rule
433” refer to such rules under the Securities Act Regulations.


 


All
references in this Agreement to financial statements and schedules and other information that is “contained,” “included”
or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to
mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration
Statement or the Prospectus, as the case may be.


 


All
references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall
be deemed to include the copy filed with the Commission pursuant to EDGAR; all references in this Agreement to any Issuer Free Writing
Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433, are not required to be filed with the Commission)
shall be deemed to include the copy thereof filed with the Commission pursuant to EDGAR; and all references in this Agreement to “supplements”
to the Prospectus shall include, without limitation, any supplements, “wrappers” or similar materials prepared in connection
with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States.


 


[Signature
Page Follows]


 




    	-39-



    	 



    

 


If
the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below
for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent.


 


	 	Very truly yours,
	 	 	 
	 	FG FINANCIAL
  GROUP, INC.
	 	 	 
	 	By:	/s/ Hassan R. Baqar
	 	Name:	Hassan R. Baqar
	 	Title:	Executive Vice President, Chief Financial
  Officer and Secretary
	 	 	 
	 	ACCEPTED as of the date first-above
  written:
	 	 	 
	 	THINKEQUITY LLC
	 	 	 
	 	By:	/s/ Kevin
  Mangan
	 	Name:	Kevin Mangan
	 	Title:	Managing Director, Head of Equity Syndicate


 




    	 



    	 



    

 


SCHEDULE
1


 





 



 


Form
of Placement Notice


 





 









 


	 	From:	FG
                                            Financial Group, Inc.
	 	 	 
		To:	ThinkEquity
                                            LLC

                                            Attention: [●]
	 	 	 
	 	Subject:	Placement
                                            Notice
	 	 	 
	 	Date:	[●],
                                            20[●]



 


Ladies
and Gentlemen:


 


Pursuant
to the terms and subject to the conditions contained in the ATM Sales Agreement by and between FG Financial Group, Inc., a Delaware corporation
(the “Company”), and ThinkEquity LLC (“Agent”), dated October [__], 2022, the Company
hereby requests that the Agent sell up to [•] of the Company’s common stock, par value $0.001 per share, at a minimum market
price of $[•] per share, during the time period beginning [month, day, time] and ending [month, day, time].


 




    	 



    	 



    

 


SCHEDULE
2


 








 



 





Compensation


 


 









 


The
Company shall pay to the Agent in cash, upon each sale of Placement Shares pursuant to this Agreement, an amount up to 3.0% of the aggregate
gross proceeds from each sale of Placement Shares.


 




    	 



    	 



    

 


SCHEDULE
3


 





 



 








Notice
Parties


 





 



 








The
Company


 


lswets@itascafinancial.com


 


hbaqar@sequoiafin.com


 


The
Agent


 


William
Baquet (wbaquet@think-equity.com)


 


With
copies to:


 


notices@think-equity.com


 


DealTeam@think-equity.com


 




    	 



    	 



    

 


SCHEDULE
4


 


 









 


Subsidiaries





 


 






 





Incorporated
by reference to Exhibit 21 of the Company’s most recently filed Form 10-K.


 






    	 



    	 



    

 




Form of Representation Date Certificate Pursuant to Section 7(l)


 


The
undersigned, the duly qualified and elected [•], of FG Financial Group, Inc., a Delaware corporation (the “Company”),
does hereby certify in such capacity and on behalf of the Company, pursuant to Section 7(l) of the ATM Sales Agreement, dated
[_____], 2022 (the “Sales Agreement”), by and between the Company and ThinkEquity LLC, that to the best of
the knowledge of the undersigned:


 


	 	1.	As
    of the date of this Certificate, (i) the Registration Statement does not contain any untrue statement of a material fact or omit
    to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii)
    neither the Registration Statement nor the Prospectus contain any untrue statement of a material fact or omit to state a material
    fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which
    they were made, not misleading and (iii) no event has occurred as a result of which it is necessary to amend or supplement the Prospectus
    in order to make the statements therein not untrue or misleading.
	 	 	 
	 	2.	Each
    of the representations and warranties of the Company contained in the Agreement were, when originally made, and are, as of the date
    of this Certificate, true and correct in all material respects.
	 	 	 
	 	3.	Each
    of the covenants required to be performed by the Company in the Agreement on or prior to the date of the Agreement, this Representation
    Date, and each such other date as set forth in the Agreement, has been duly, timely and fully performed in all material respects
    and each condition required to be complied with by the Company on or prior to the date of the Agreement, this Representation Date,
    and each such other date as set forth in the Agreement or in the Waivers has been duly, timely and fully complied with in all material
    respects.
	 	 	 
	 	4.	Subsequent
    to the date of the most recent financial statements in the Prospectus, there has been no Material Adverse Effect.
	 	 	 
	 	5.	No
    stop order suspending the effectiveness of the Registration Statement or of any part thereof has been issued, and no proceedings
    for that purpose have been instituted or are pending or threatened by any securities or other governmental authority (including,
    without limitation, the Commission).


 


Loeb
& Loeb LLP and Blank Rome LLP are entitled to rely on this certificate in connection with the respective opinions such firms are
rendering pursuant to the Sales Agreement. Capitalized terms used herein without definition shall have the meanings given to such terms
in the Sales Agreement.


 


[Signature
page follows]


 






    	 



    	 



    

 





	 	FG FINANCIAL
  GROUP, INC.
	 	 	 
	 	By:	                
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 














 


Date:
[●]


 




    	 



    	 



    

 


Exhibit
21


 


Permitted
Free Writing Prospectus


 


None.