PURCHASE
AGREEMENT


THIS
PURCHASE AGREEMENT (the “Agreement”), dated effective as of November 14, 2022, is made by and between NUTEX
HEALTH INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois
limited liability company (the “Investor”). Capitalized terms used herein and not otherwise defined herein are defined
in Section 1 hereof.


WHEREAS:


Subject
to the terms and conditions set forth in this Agreement, the Company wishes to sell to the Investor, and the Investor wishes to buy from
the Company, up to One Hundred Million Dollars ($100,000,000) of the Company’s common stock, $0.001 par value per share (the “Common
Stock”). The shares of Common Stock to be purchased hereunder are referred to herein as the “Purchase Shares.”


NOW
THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the Company and the Investor hereby agree as follows:


1.
CERTAIN DEFINITIONS.


 




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


(a) 
“Accelerated Purchase Date” means, with respect to any Accelerated Purchase made pursuant to Section 2(b) hereof
or any Additional Accelerated Purchase pursuant to Section 2(c) hereof, the Business Day immediately following the applicable
Regular Purchase Date with respect to the corresponding Regular Purchase made pursuant to Section 2(a) hereof.


(b) “Accelerated
Purchase Period” means, with respect to an Accelerated Purchase made pursuant to Section 2(b) hereof, such period
of time on the Accelerated Purchase Date beginning at the official open of trading on the Principal Market, and ending at the
earliest of (i) the official close of trading on the Principal Market on such Accelerated Purchase Date, (ii) such time that the
total number (or volume) of shares of Common Stock traded on the Principal Market has exceeded the quotient of (A) the Accelerated
Purchase Share Amount, divided by (B) 0.3, and (iii) such time on the Accelerated Purchase Date that the Sale Price has fallen below
any minimum price threshold set forth in the applicable Purchase Notice by the Company.


(c) 
“Accelerated Purchase Share Amount” means, with respect to an Accelerated Purchase made pursuant to Section 2(b)
hereof or an Additional Accelerated Purchase made pursuant to Section 2(c) hereof, the number of Purchase Shares directed
by the Company to be purchased by the Investor in a Purchase Notice, which number of Purchase Shares shall not exceed the lesser of (i)
300% of the applicable Regular Purchase Share Limit for the corresponding Regular Purchase and (ii) 30% of the total volume of shares
of Common Stock traded on the Principal Market during the Accelerated Purchase Period or the Additional Accelerated Purchase Period,
as applicable.


(d) “Additional
Accelerated Purchase Period” means, with respect to an Additional Accelerated Purchase pursuant to Section 2(c)
hereof, such period of time on the Accelerated Purchase Date beginning at the latest of (i) the end of the Accelerated Purchase
Period for the corresponding Accelerated Purchase made pursuant to Section 2(b) hereof on such Accelerated Purchase Date,
(ii) the end of the Additional Accelerated Purchase Period for the most recently completed prior Additional Accelerated Purchase
pursuant to Section 2(c) hereof on such Accelerated Purchase Date, as applicable, and (iii) the time at which all Purchase
Shares for all prior Purchases, including, those effected on the applicable Accelerated Purchase Date have theretofore been received
by the Investor as DWAC Shares in accordance with this Agreement, and ending at the earliest of (i) the official close of trading on
the Principal Market on the Accelerated Purchase Date, (ii) such time that the total number (or volume) of shares of Common Stock
traded on the Principal Market has exceeded the quotient of (A) the Accelerated Purchase Share Amount, and (B) 0.3, and (iii) such
time that the Sale Price has fallen below any minimum price threshold set forth in the applicable Purchase Notice by the
Company.


(e) 
“Alternate Adjusted Regular Purchase Share Limit” means, with respect to a Regular Purchase
made pursuant to Section 2(a) hereof, the maximum number of Purchase Shares which, taking into account the applicable per share Purchase
Price therefor calculated in accordance with this Agreement, would enable the Company to deliver to the Investor, on the applicable Purchase
Date for such Regular Purchase, a Regular Purchase Notice for a Purchase Amount equal to, or as closely approximating without exceeding,
Two Hundred Thousand Dollars ($200,000).


(f)“Available
Amount” means, initially, One Hundred Million Dollars ($100,000,000) in the aggregate, which amount shall be reduced by the
Purchase Amount each time the Investor purchases shares of Common Stock pursuant to Section 2 hereof.


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


(h) “Business
Day” means any day on which the Principal Market is open for trading, including any day on which the Principal Market is
open for trading for a period of time less than the customary time.


(i) 
“Closing Sale Price” means, for any security as of any date, the last closing sale price for such security on the
Principal Market as reported by the Principal Market.


(j) “Confidential
Information” means any information disclosed by either party to the other party, either directly or indirectly, in
writing, orally or by inspection of tangible objects (including, without limitation, documents, prototypes, samples, plant and
equipment), which is designated as “Confidential,” “Proprietary” or some similar designation. Information
communicated orally shall be considered Confidential Information if such information is confirmed in writing as being Confidential
Information within ten (10) Business Days after the initial disclosure. Confidential Information may also include information
disclosed to a disclosing party by third parties. Confidential Information shall not, however, include any information which (i) was
publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii)
becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no
action or inaction of the receiving party; (iii) is already in the possession of the receiving party without confidentiality
restriction at the time of disclosure by the disclosing party as shown by the receiving party’s files and records immediately
prior to the time of disclosure; (iv) is obtained by the receiving party from a third party without a breach of such third
party’s obligations of confidentiality; or (v) is independently developed by the receiving party without use of or reference
to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the receiving
party’s possession. Confidential Information that is required by law to be disclosed by the receiving party may be so
disclosed, provided that (X) the receiving party (1) gives the disclosing party prompt written notice, if legally permissible, of
such requirement prior to such disclosure and assistance, if legally permissible, in obtaining an order protecting the information
from public disclosure and (2) will furnish only that proportion of the Confidential Information that is legally required to be
disclosed, and (Y) any Confidential Information so disclosed shall maintain its confidentiality protection for all other purposes
than such legally compelled disclosure.


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


(l) “DWAC
Shares” means shares of Common Stock that are (i) issued in electronic form, (ii) freely tradable and transferable and
without restriction on resale and (iii) timely credited by the Company to the Investor’s or its designee’s specified
Deposit/Withdrawal at Custodian (DWAC) account with DTC under its Fast Automated Securities Transfer (FAST) Program, or any similar
program hereafter adopted by DTC performing substantially the same function.


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


(n) “Floor
Price” means $0.10, which shall be adjusted for any reorganization, recapitalization, non-cash dividend, stock split,
reverse stock split or other similar transaction and, effective upon the consummation of any of the foregoing, the Floor Price shall
mean the lower of (i) the adjusted price and (ii) $0.50.


(o) 
“Fully Adjusted Regular Purchase Share Limit” means, with respect to any reorganization, recapitalization, non-cash
dividend, stock split, reverse stock split or other similar transaction from and after the date of this Agreement, the Regular Purchase
Share Limit in effect on the applicable date of determination, after giving effect to the full proportionate adjustment thereto made
pursuant to Section 2(a) hereof for or in respect of such reorganization, recapitalization, non-cash dividend, stock split, reverse
stock split or other similar transaction.


(p) “Material
Adverse Effect” ‎ means any material adverse effect on (i) the enforceability of any Transaction Document, (ii) the
results of operations, assets, business or financial condition of the Company and its Subsidiaries, taken as a whole, other than any
material adverse effect that resulted exclusively from (A) any change in the United States or foreign economies or securities or
financial markets in general that does not have a disproportionate effect on the Company and its Subsidiaries, taken as a whole, (B)
any change that generally affects the industry in which the Company and its Subsidiaries operate that does not have a
disproportionate effect on the Company and its Subsidiaries, taken as a whole, (C) any change arising in connection with
earthquakes, hostilities, acts of war, sabotage or terrorism or military actions or any escalation or material worsening of any such
hostilities, acts of war, sabotage or terrorism or military actions existing as of the date hereof, (D) any action taken by the
Investor, its affiliates or its or their successors and assigns with respect to the transactions contemplated by this Agreement, (E)
the effect of any change in applicable laws or accounting rules that does not have a disproportionate effect on the Company and its
Subsidiaries, taken as a whole, or (F) any change resulting from compliance with terms of this Agreement or the consummation of the
transactions contemplated by this Agreement, or (iii) the Company’s ability to perform in any material respect on a timely
basis its obligations under any Transaction Document to be performed as of the date of determination.


(q) 
“Maturity Date” means the first day of the month immediately following the thirty-six (36) month anniversary of the
Commencement Date.


(r) “New
Registration Statement” has the meaning set forth in the Registration Rights Agreement.


(s) 
 “Person” means an individual or entity including but not limited to any limited liability company, a partnership,
a joint venture, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof.


(t) “Principal
Market” means The Nasdaq Capital Market (or any nationally recognized successor thereto); provided, however, that in the
event the Company’s Common Stock is ever listed or traded on The Nasdaq Global Market, The Nasdaq Global Select Market, the
New York Stock Exchange, NYSE American, the NYSE Arca, the OTC Bulletin Board, or the OTCQX or OTCQB operated by the OTC Markets
Group, Inc. (or any nationally recognized successor to any of the foregoing), then the “Principal Market” shall mean
such other market or exchange on which the Company’s Common Stock is then listed or traded.


(u) 
“Purchase” means any Regular Purchase, Accelerated Purchase or Additional Accelerated Purchase made hereunder, as
applicable.


(v) “Purchase
Amount” means, with respect to any Regular Purchase, Accelerated Purchase or Additional Accelerated Purchase made
hereunder, as applicable, the portion of the Available Amount to be purchased by the Investor pursuant to Section 2
hereof.


(w) 
“Purchase Notice” means a notice delivered to the Investor pursuant to Section 2 with respect to any Regular
Purchase, Accelerated Purchase or Additional Accelerated Purchase, respectively.


(c) “Registration
Rights Agreement” means that certain Registration Rights Agreement, of even date herewith between the Company and the
Investor.


(y) 
“Registration Statement” has the meaning set forth in the Registration Rights Agreement.


(z) “Regular
Purchase Date” means, with respect to a Regular Purchase made pursuant to Section 2(a) hereof, the Business Day for
which the Investor receives, after 4:00 p.m., Eastern time, on such Business Day, or thereafter as permitted by Section 2(a)
hereof, a valid Purchase Notice for such Regular Purchase in accordance with this Agreement; provided that any Business Day that is
twenty (20) days or less before the filing of any post-effective amendment to the Registration Statement or New Registration
Statement, and until the effective date of any such post-effective amendment to the Registration Statement or New Registration
Statement, shall not be a Regular Purchase Date.


(aa) 
“Regular Purchase Share Limit” means Three Hundred Thousand (300,000) Purchase Shares on each Regular Purchase Date;
provided, however, that (i) if the Closing Sale Price of the Common Stock is not below $0.75 on the applicable Regular
Purchase Date, the Regular Purchase Share Limit may be increased to up to Six Hundred Thousand (600,000) Purchase Shares for such Regular
Purchase Date; and (ii) if the Closing Sale Price of the Common Stock is not below $1.50 on the applicable Regular Purchase Date, the
Regular Purchase Share Limit may be increased to up to Nine Hundred Thousand (900,000) Purchase Shares for such Regular Purchase Date,
in each case such number of Purchase Shares and price per share to be adjusted following any reorganization, recapitalization, non-cash
dividend, stock split, reverse stock split, or other similar transaction effected with respect to the Common Stock; provided,
that the Investor’s committed obligation under any single Regular Purchase shall not exceed Three Million Dollars ($3,000,000).


(bb) “Sale
Price” means any sale price for the shares of Common Stock on the Principal Market as reported by the Principal
Market.


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


(dd) “Securities” means,
collectively, the Purchase Shares and the Commitment Shares.


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


(ff) “Subsidiary” means
any Person the Company wholly owns or controls, or in which the Company, directly or indirectly, owns a majority of the voting stock
or similar voting interest, in each case that would be required to be disclosed pursuant to Item 601(b)(21) of Regulation S-K
promulgated under the Securities Act.


(gg) “Transaction Documents” means, collectively, this Agreement and the schedules and exhibits hereto, the Registration
Rights Agreement and the schedules and exhibits thereto and each of the other agreements, documents, certificates and instruments entered
into or furnished by the parties hereto in connection with the transactions contemplated hereby and thereby.


(hh) “Transfer
Agent” means Transfer Online, Inc., or such other Person who is then serving as the transfer agent for the Company in
respect of the Common Stock.


(ii) 
“VWAP” means in respect of an applicable Accelerated Purchase Date, the volume weighted average price of the Common
Stock on the Principal Market, as reported on the Principal Market or by another reputable source such as Bloomberg, L.P.


2.
PURCHASE OF COMMON STOCK.


 




Subject
to the terms and conditions set forth in this Agreement, the Company has the right, but not the obligation, to sell to the Investor,
in the Company’s sole and absolute discretion, and the Investor has the obligation to purchase from the Company, Purchase Shares
as follows:


(a) 
Commencement of Regular Purchases of Common Stock. Upon the satisfaction of the conditions set forth in Sections 7 and
8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”)
and thereafter, the Company shall have the right, but not the obligation, to require the Investor, by its delivery to the Investor of
a Purchase Notice from time to time on any Regular Purchase Date on which the Closing Sale Price is not below the Floor Price, to purchase
up to the Regular Purchase Share Limit (each such purchase, a “Regular Purchase”) at a price equal to ninety-seven
percent (97%) of the lesser of: (i) the lowest Sale Price of the Common Stock on the applicable Regular Purchase Date and (ii) the arithmetic
average of the three (3) lowest Closing Sale Prices for the Common Stock during the ten (10) consecutive Business Days ending on the
Business Day immediately preceding such Regular Purchase Date (the “Purchase Price”) (such share and dollar amounts
shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock
split or other similar transaction); provided that if, after giving effect to the full proportionate adjustment to the Regular Purchase
Share Limit therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to the
Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal
to the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice
on the applicable Purchase Date therefor) equal to or greater than the Alternate Adjusted Regular Purchase Share Limit, the Regular Purchase
Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share
Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be adjusted to equal the applicable Alternate
Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice. The Company may deliver a
Purchase Notice to the Investor for a Regular Purchase as often as each Business Day subject to the second sentence of Section 2(g).
For purposes of this Section 2(a), a Purchase Notice delivered on a day that is not a Business Day shall be deemed to have been
delivered on the most recent Business Day prior to delivery of such Purchase Notice.


(b) 
Accelerated Purchases. On any Regular Purchase Date, provided that the Company properly submitted a Purchase Notice for a Regular
Purchase for a number of Purchase Shares not less than the Regular Purchase Share Limit then in effect on such Regular Purchase Date
and subject to the terms and conditions of this Agreement, the Company shall also have the right, but not the obligation, to require
the Investor, by its delivery to the Investor of a Purchase Notice from time to time in accordance with this Agreement, to purchase the
applicable Accelerated Purchase Share Amount (each such purchase, an “Accelerated Purchase”) at ninety-seven percent
(97%) of the lesser of (i) the Closing Sale Price of the Common Stock on such applicable Accelerated Purchase Date and (ii) the VWAP
for the Accelerated Purchase Period (the “Accelerated Purchase Price”). The Company may deliver Purchase Notices to
the Investor for multiple Accelerated Purchases on an Accelerated Purchase Date subject to the second sentence of Section 2(g).
Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated Purchase, the Investor will provide
to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and
Accelerated Purchase Price for such Accelerated Purchase.


(c) 
Additional Accelerated Purchases.  On any Accelerated Purchase Date, provided that the Company properly submitted a Purchase
Notice for an Accelerated Purchase and subject to the terms and conditions of this Agreement, the Company shall also have the right,
but not the obligation, to require the Investor, by its delivery to the Investor of a Purchase Notice from time to time in accordance
with this Agreement, to purchase the applicable Accelerated Purchase Share Amount (each such purchase, an “Additional Accelerated
Purchase”) at the Accelerated Purchase Price. The Company may deliver Purchase Notices to the Investor for multiple Additional
Accelerated Purchases on an Accelerated Purchase Date subject to the second sentence of Section 2(g).


(d) 
Payment for Purchase Shares.   For each Regular Purchase, the Investor shall pay to the Company an amount equal to
the Purchase Amount with respect to such Regular Purchase as full payment for such Purchase Shares via wire transfer of immediately available
funds on the same Business Day that the Investor receives such Purchase Shares, if such Purchase Shares are received by the Investor
before 1:00 p.m., Eastern time, or, if such Purchase Shares are received by the Investor after 1:00 p.m., Eastern time, the next Business
Day. Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated Purchase or Additional Accelerated
Purchase, respectively, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the
applicable Accelerated Purchase Share Amount and Accelerated Purchase Price for such purchase. For each Accelerated Purchase and each
Additional Accelerated Purchase, the Investor shall pay to the Company an amount equal to the Purchase Amount with respect to such purchase
as full payment for such Purchase Shares via wire transfer of immediately available funds no later than the second Business Day following
the date that the Investor receives the Purchase Shares for such Purchase. If the Company or the Transfer Agent shall fail for any reason
or for no reason to electronically transfer any Purchase Shares as DWAC Shares with respect to any Purchase within two (2) Business Days
following the receipt by the Company of the Purchase Price or Accelerated Purchase Price, as applicable, for any Purchase therefor in
compliance with this Section 2(d), and if on or after such Business Day the Investor purchases (in an open market transaction
or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Investor of Purchase Shares in anticipation of receiving
Purchase Shares from the Company with respect to such Purchase, then the Company shall, within three (3) Business Days after the Investor’s
request, either (i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including customary brokerage
commissions, if any) for the shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s
obligation to deliver such Purchase Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor
such Purchase Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the
total Purchase Amount paid by the Investor pursuant to this Agreement for all of the Purchase Shares to be purchased by the Investor
in connection with such purchases. All payments made under this Agreement shall be made in lawful money of the United States of America
or wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice in accordance
with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that
is not a Business Day, the same shall instead be due on the next succeeding day that is a Business Day.


(e) 
Compliance with Rules of the Principal Market. Notwithstanding anything in this Agreement
to the contrary, and in addition to the limitations set forth in Section 2(f), the Company shall not issue more than 129,725,318
shares (including the Commitment Shares) of Common Stock (the “Exchange Cap”) under this Agreement, which equals 19.99%
of the Company’s outstanding shares of Common Stock as of the date hereof, unless stockholder approval is obtained to issue in
excess of the Exchange Cap; provided, however, that the foregoing limitation shall not apply if at any time the Exchange Cap is reached
and at all times thereafter the average price paid for all shares of Common Stock issued under this Agreement is equal to or greater
than $0.844, which is a price equal to the lesser of (i) the Nasdaq Official Closing Price immediately preceding the execution of this
Agreement or (ii) the arithmetic average of the Nasdaq Official Closing Prices for the Common Stock for the five (5) consecutive Business
Days immediately preceding the execution of this Agreement, as calculated in accordance with the rules of the Principal Market (in such
circumstance, for purposes of the Principal Market, the transaction contemplated hereby would not be “below market” and the
Exchange Cap would not apply). Notwithstanding the foregoing, the Company shall not be required or permitted to issue, and the Investor
shall not be required to purchase, any shares of Common Stock under this Agreement if such issuance would violate the rules or regulations
of the Principal Market. The Company may, in its sole discretion, determine whether to obtain stockholder approval to issue more than
19.99% of its outstanding shares of Common Stock hereunder if such issuance would require stockholder approval under the rules or regulations
of the Principal Market. The Exchange Cap shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued
or issuable that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the Principal Market.


(f) 
Beneficial Ownership Limitation. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not issue
or sell, and the Investor shall not purchase or acquire, any shares of Common Stock under this Agreement which, when aggregated
with all other shares of Common Stock then beneficially owned by the Investor and its affiliates (as calculated pursuant to Section 13(d)
of the Exchange Act and Rule 13d-3 promulgated thereunder) would result in the beneficial ownership by the Investor and its affiliates
of more than 9.99% of the then issued and outstanding shares of Common Stock (the “Beneficial Ownership Limitation”).
Upon the written or oral request of the Investor, the Company shall promptly (but not later than twenty-four (24) hours) confirm orally
or in writing to the Investor the amount of Common Stock then outstanding. Upon the written or oral request of the Company, the Investor
shall promptly (but not later than twenty-four (24) hours) confirm orally or in writing whether the total number of shares beneficially
held by it and its affiliates exceeds 4.9% of the total outstanding amount of Common Stock then outstanding. The Investor and the Company
shall each cooperate in good faith in the determinations required hereby and the application hereof. The Investor’s written certification
to the Company of the applicability of the Beneficial Ownership Limitation, and the resulting effect thereof hereunder at any time, shall
be conclusive with respect to the applicability thereof and such result absent manifest error.


(g) 
Excess Share Limitations. If the Company delivers any Purchase Notice for a Purchase Amount in excess of the limitations contained
in this Section 2, such Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase
Shares set forth in such Purchase Notice exceeds the number of Purchase Shares which the Company is permitted to include in such Purchase
Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Purchase
Notice; provided, however, that the Investor shall remain obligated to purchase the number of Purchase Shares which the
Company is permitted to include in such Purchase Notice. If the Company delivers a Purchase Notice, and all Purchase Shares subject to
all prior Purchases have not theretofore been received by the Investor as DWAC Shares in accordance with this Agreement, such Purchase
Notice shall not be deemed to have been delivered and the Investor shall not be required to purchase any Purchase Shares until all Purchase
Shares for such prior Purchases have been received by the Investor as DWAC Shares. If any issuance of Purchase Shares would result in
the issuance of a fraction of a share of Common Stock, the Company shall round down such fraction of a share of Common Stock to the nearest
whole share and no fractional shares will be issued.


(h) 
Adjustments for Shares and Prices. Except as specifically stated otherwise, all share-related and dollar-related limitations contained
in this Section 2, shall be adjusted to take into account any reorganization, recapitalization, non-cash dividend, stock split,
reverse stock split, or other similar transaction effected with respect to the Common Stock.


3.
INVESTOR’S REPRESENTATIONS AND WARRANTIES.


 




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


(a) 
Organization, Authority. The Investor is an entity duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, with the requisite power and authority to enter into and to consummate the transactions contemplated
by this Agreement and otherwise to carry out its obligations hereunder and thereunder.


(b) Accredited
Investor Status. The Investor is an “accredited investor” as that term is defined in Rule 501(a)(3) of Regulation D
‎(without regard to Rule 501(a)(4))‎ promulgated under the Securities Act.


(c) 
Reliance on Exemptions. The Investor understands that the Securities may be offered and sold to it in reliance on specific exemptions
from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the
truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings
of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire
the Securities.


(d) Investment
Purpose. The Investor is acquiring the Securities as principal for its own account for investment only and not with a view to or
for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state
securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable
state securities law and has no direct or indirect arrangement or understandings with any other Persons to distribute or regarding
the distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation
and warranty not limiting the Investor’s right to sell the Securities at any time pursuant to the Registration Statement
described herein or otherwise in compliance with applicable federal and state securities laws). The Investor is acquiring the
Securities hereunder in the ordinary course of its business.


(e) 
Information; Independent Investigation. The Investor understands that its investment in the Securities involves a high degree
of risk. The Investor (i) is able to bear the economic risk of an investment in the Securities including a total loss thereof, (ii) has
such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the proposed
investment in the Securities and (iii) has conducted its own independent investigation, review and analysis of the business, results
of ‎operations, prospects, condition (financial or otherwise) or assets of the Company. Neither such inquiries nor any other due
diligence investigations conducted by the Investor or its representatives shall modify, amend or affect the Investor’s right to
rely on the Company’s representations and warranties contained in Section 4 below. The Investor has sought such accounting,
legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities
and is not relying on any accounting, legal, tax or other advice from the Company or its officers, employees, representatives or advisors.
The Investor has relied solely upon its own investigation and acknowledges and agrees that the Company neither makes nor has made any
representations or warranties with respect to the transactions contemplated hereby other than those expressly set forth in Section
4 hereof.


(f) No
Governmental Review. The Investor understands that no U.S. federal or state agency or any other government or governmental
agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of an investment in
the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


(g) 
Transfer or Sale. ‎The Investor understands that (i) the Securities may not be offered for sale, sold, assigned, pledged,
hypothecated or otherwise transferred unless (A) registered pursuant to the Securities Act or (B) an exemption exists permitting such
Securities to be sold, assigned or transferred without such registration; (ii) any sale of the Securities made in reliance on Rule 144
promulgated under the Securities Act (“Rule 144”) may be made only in accordance with the terms of Rule 144 and further,
if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale
is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption
under the Securities Act or the rules and regulations of the SEC thereunder.


(h) Validity;
Enforcement. This Agreement and the other Transaction Documents have been duly and validly authorized, executed and delivered on
behalf of the Investor and each is a valid and binding agreement of the Investor enforceable against the Investor in accordance with
its terms, subject as to enforceability to general principles of equity and to applicable bankruptcy, insolvency, reorganization,
moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’
rights and remedies.


(i) 
Residency. The Investor’s principal place of business is in the State of Illinois.


(j) No
Short Selling. The Investor represents and warrants to the Company that at no time prior to the date of this Agreement has any
of the Investor, its agents, representatives or affiliates engaged in or effected, in any manner whatsoever, directly or indirectly,
any (i) “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Common Stock or
(ii) hedging transaction, which establishes a net short position with respect to the Common Stock.


4.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.


 




The
Company represents and warrants to the Investor that, except as set forth in the disclosure schedules attached hereto, which exceptions
shall be deemed to be a part of the representations and warranties hereunder, as of the date hereof and as of the Commencement Date:


(a) 
Organization and Qualification. The Company and each of its Subsidiaries is an entity duly incorporated or otherwise organized,
validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite corporate
power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company
nor any of its Subsidiaries is in violation or default of any of the provisions of its respective certificate or articles of incorporation,
bylaws or other organizational or charter documents, except as would not be expected to result in a Material Adverse Effect. Each of
the Company and its Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity
in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except
where the failure to be so qualified or in good standing, as the case may be, would not reasonably be expected to result in a Material
Adverse Effect, and no proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke,
limit or curtail such power and authority or qualification. The Company has no significant Subsidiaries except as set forth in the SEC
Documents (as defined below).


(b) Authorization;
Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations
under this Agreement and each of the other Transaction Documents, and to issue the Securities in accordance with the terms hereof
and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions
contemplated hereby and thereby, including without limitation, the issuance of the Commitment Shares (as defined below in Section
5(e)) and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement have been duly
authorized by the Company’s Board of Directors or a validly authorized committee thereof (collectively, the “Board of
Directors”), and no further consent or authorization is required by the Company, its Board of Directors or any committee
thereof, or its stockholders (except as set forth in Section 2(e) hereof). This Agreement has been, and each other
Transaction Document shall be on the Commencement Date, duly executed and delivered by the Company, and this Agreement constitutes,
and each other Transaction Document upon its execution on behalf of the Company, shall constitute, the valid and binding obligations
of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by
general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating
to, or affecting generally, the enforcement of creditors’ rights and remedies. Except as set forth in this Agreement, no other
approvals or consents of the Company’s Board of Directors and/or stockholders is necessary under applicable laws and the
Company’s Certificate of Incorporation in effect on the date hereof (the “Certificate of Incorporation”)
and/or the Company’s Bylaws in effect on the date hereof (the “Bylaws”) to authorize the execution and
delivery of this Agreement or any of the transactions contemplated hereby, including, but not limited to, the issuance of the
Commitment Shares and the issuance of the Purchase Shares.


(c) 
Capitalization. As of the date hereof, the authorized capital stock of the Company is set forth in the SEC Documents. Except as
disclosed in the SEC Documents (as defined below), (i) no shares of the Company’s capital stock are subject to preemptive rights
or any other similar rights or any liens, encumbrances and defects (“Liens”) suffered or permitted by the Company,
(ii) there are no outstanding debt securities, (iii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls
or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the
Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries
is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries or options, warrants, scrip,
rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares
of capital stock of the Company or any of its Subsidiaries, (iv) there are no agreements or arrangements under which the Company or any
of its Subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except the Registration Rights
Agreements filed as Exhibits 4.7. and 4.8. to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 22, 2022,
and the Registration Rights Agreement), (v) there are no outstanding securities or instruments of the Company or any of its Subsidiaries
which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which
the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries, (vi) there
are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities
as described in this Agreement and (vii) the Company does not have any stock appreciation rights or “phantom stock” plans
or agreements or any similar plan or agreement. The Company has furnished to the Investor true and correct copies of the Certificate
of Incorporation, and the Bylaws, and summaries of the material terms of all securities convertible into or exercisable for Common Stock,
if any, which are not otherwise disclosed in the Registration Statement, any SEC Document or filed as an exhibit thereto.


(d) Issuance
of Securities. Upon issuance and payment therefor in accordance with the terms and conditions of this Agreement, the Securities
shall be validly issued, fully paid and nonassessable and free from all taxes, Liens, charges, restrictions, rights of first refusal
and preemptive rights with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of
Common Stock. 129,725,318 shares of Common Stock (subject to adjustment for any
reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) have been duly authorized and have
been or will be reserved for issuance upon purchase under this Agreement as Purchase Shares.


(e) 
No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the
Company of the transactions contemplated hereby and thereby (including, without limitation, the reservation for issuance and issuance
of the Securities) will not (i) result in a violation of the Certificate of Incorporation, any Certificate of Designations, Preferences
and Rights of any outstanding series of preferred stock of the Company or the Bylaws or (ii) conflict with, or constitute a default (or
an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party, or
result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations
and the rules and regulations of the Principal Market applicable to the Company or any of its Subsidiaries) or by which any property
or asset of the Company or any of its Subsidiaries is bound or affected, except in the case of conflicts, defaults, terminations, amendments,
accelerations, cancellations and violations under clause (ii), which would not reasonably be expected to result in a Material Adverse
Effect. Neither the Company nor any Subsidiary is in violation of any term of or is in default under any material contract, agreement,
mortgage, indebtedness, indenture, instrument, judgment, decree or order or any statute, rule or regulation applicable to the Company
or any Subsidiary, except for possible conflicts, defaults, terminations or amendments that would not reasonably be expected to have
a Material Adverse Effect. The business of the Company and each Subsidiary is not being conducted, and shall not be conducted, in violation
of any law, ordinance, regulation of any governmental entity, except for possible violations, the sanctions for which either individually
or in the aggregate would not reasonably be expected to have a Material Adverse Effect. Except as specifically contemplated by this Agreement
and as required under the Securities Act or applicable state securities laws and the rules and regulations of the Principal Market, the
Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental
agency or any regulatory or self-regulatory agency in order for it to execute, deliver or perform any of its obligations under or contemplated
by the Transaction Documents in accordance with the terms hereof or thereof. Except as set forth elsewhere in this Agreement, all consents,
authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence shall be
obtained or effected on or prior to the Commencement Date. Except as disclosed in the SEC Documents, since one year prior to the date
hereof, the Company has not received nor delivered any notices or correspondence from or to the Principal Market, other than notices
with respect to listing of additional shares of Common Stock and other routine correspondence. Except as disclosed in the SEC Documents,
since one year prior to the date hereof, the Principal Market has not commenced any delisting proceedings against the Company.


(f) SEC
Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to
be filed by the Company with the SEC under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d)
thereof, for the twelve months preceding the date hereof (the foregoing materials, including the exhibits thereto and documents
incorporated by reference therein, being collectively referred to herein as the “SEC Documents”) on a timely
basis. As of their respective dates, the SEC Documents complied as to form in all material respects with the requirements of the
Securities Act and the Exchange Act, as applicable, each as in effect on the date so filed. None of the SEC Documents contained,
when filed as finally amended prior to the date hereof, any untrue statement of a material fact or omitted to state a material fact
required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading. Except as described in the notes thereto, the financial statements of the
Company included in the SEC Documents, together with the related notes and schedules thereto, have been prepared in accordance with
United States generally accepted accounting principles applied on a consistent basis and fairly present, ‎in all material
respects, the financial position and the assets and liabilities and the results of ‎operations of the Company as of the
respective dates thereof or for the respective periods set forth ‎therein; provided, however, that the unaudited financial
statements of the Company are subject in all ‎respects to year-end adjustments and do not contain all footnotes and schedules
required in ‎audited financial statements, none of which, individually or in the aggregate, are material.‎ Except as
disclosed in the SEC documents or as publicly available through the SEC’s Electronic Data Gathering, Analysis, and Retrieval
system (EDGAR), or in connection with a confidential treatment request submitted to the SEC, the Company has received no notices or
correspondence from the SEC for the one year preceding the date hereof other than SEC comment letters relating to the
Company’s filings under the Exchange Act and the Securities Act. There are no outstanding or unresolved comments in comment
letters received from the SEC ‎staff with respect to any of the SEC Reports.‎ To the Company’s knowledge, the SEC has
not commenced any enforcement proceedings against the Company or any of its Subsidiaries.


(g) 
Absence of Certain Changes. Except as disclosed in the SEC Documents and as expressly disclosed in by this Agreement, since September
30, 2022, there has not occurred any event or development that, individually or in the aggregate, has had or would reasonably be expected
to have a Material Adverse Effect. The Company has not taken any steps, and does not currently expect to take any steps, to seek protection
pursuant to any Bankruptcy Law nor does the Company or any of its Subsidiaries have any knowledge or reason to believe that its creditors
intend to initiate involuntary bankruptcy or insolvency proceedings. The Company is financially solvent and is generally able to pay
its debts as they become due.


(h) Absence
of Litigation. Except as disclosed in the SEC documents, there is no action, suit, proceeding, inquiry or investigation before
or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company
or any of its Subsidiaries, threatened against or affecting the Company or any of its Subsidiaries, the Common Stock or any of the
Company’s or its Subsidiaries’ officers or directors in their capacities as such, which would reasonably be expected to
have a Material Adverse Effect.


(i) 
Acknowledgment Regarding Investor’s Status. The Company acknowledges and agrees that the Investor is acting solely
in the capacity of arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and
thereby. The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any
similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby and any advice given
by the Investor or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated
hereby and thereby is merely incidental to the Investor’s purchase of the Securities. The Company further represents to the Investor
that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the
Company and its representatives and advisors.


(j) No
General Solicitation; No Aggregated Offering. Neither the Company, nor any of its affiliates, nor any Person acting on its or
their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the
Securities Act) in connection with the offer or sale of the Securities. Neither the Company, nor or any of its affiliates, nor any
Person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy
any security, under circumstances that would require registration of the offer and sale of any of the Securities under the
Securities Act, whether through integration with prior offerings or otherwise, or cause this offering of the Securities to be
aggregated with prior offerings by the Company in a manner that would require stockholder approval pursuant to the rules of the
Principal Market on which any of the securities of the Company are listed or designated. The issuance and sale of the Securities
hereunder does not contravene the rules and regulations of the Principal Market.


(k) 
 Intellectual Property Rights. Except as disclosed in the SEC Documents, the Company and its Subsidiaries own or possess adequate
rights or licenses to use all material trademarks, trade names, service marks, service mark registrations, service names, patents, patent
rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and rights necessary to conduct their
respective businesses as now conducted, except as such failure to own, possess or acquire such rights would not reasonably be expected,
individually or in the aggregate, to result in a Material Adverse Effect. None of the Company’s material trademarks, trade names,
service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, government
authorizations, trade secrets or other intellectual property rights have expired or terminated, or, by the terms and conditions thereof,
could expire or terminate within two years from the date of this Agreement, except as would not reasonably be expected to have a Material
Adverse Effect. The Company is not, and to the knowledge of the Company, no other party is in material breach of any license agreement
related to the intellectual property rights of the Company. The Company and its Subsidiaries do not have any knowledge of any infringement
by the Company or its Subsidiaries of any material trademark, trade name rights, patents, patent rights, copyrights, inventions, licenses,
service names, service marks, service mark registrations, trade secret or other similar rights of others, or of any such development
of similar or identical trade secrets or technical information by others, and there is no claim, action or proceeding being made or brought
against, or to the Company’s knowledge, being threatened against, the Company or its Subsidiaries regarding trademark, trade name,
patents, patent rights, invention, copyright, license, service names, service marks, service mark registrations, trade secret or other
infringement, which would reasonably be expected to have a Material Adverse Effect.


(l) Environmental
Laws. The Company and its Subsidiaries (i) are in compliance with any and all applicable foreign, federal, state and local laws
and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes,
pollutants or contaminants (“Environmental Laws”), (ii) have received all permits, licenses or other approvals
required of them under applicable Environmental Laws to conduct their respective businesses and (iii) are in compliance with all
terms and conditions of any such permit, license or approval, except where, in each of the three foregoing clauses, the failure to
so comply could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.


(m) 
Title. The Company and its Subsidiaries own no real property. Except as disclosed in the SEC Documents, the Company and its Subsidiaries
have good and marketable title in all personal property owned by them that is material to the business of the Company and its Subsidiaries,
in each case free and clear of all Liens and, except for Liens as do not materially affect the value of such property and do not materially
interfere with the use made and proposed to be made of such property by the Company and its Subsidiaries and Liens for the payment of
federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties and Liens that would not reasonably
be expected, individually or in the aggregate, to result in a Material Adverse Effect. Any real property and facilities held under lease
by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company and its Subsidiaries
are in compliance with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property
and buildings by the Company and its Subsidiaries or would not reasonably be expected, individually or in the aggregate, to result in
a Material Adverse Effect.


(n) Insurance.
The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and
risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company
and its Subsidiaries are engaged. Neither the Company nor any such Subsidiary has been refused any insurance coverage sought or
applied for and neither the Company nor any such Subsidiary has any reason to believe that it will not be able to renew its existing
insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to
continue its business at a cost that would not reasonably be expected to have a Material Adverse Effect.


(o) 
Regulatory Permits. The Company and its Subsidiaries possess all material certificates, authorizations and permits issued by the
appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as currently conducted,
except where the failure to possess such certificates, authorizations, or permits would not reasonably be expected to have a Material
Adverse Effect, and neither the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or
modification of any such material certificate, authorization or permit except such notices that would not reasonably be expected to have
a Material Adverse Effect.


(p) Tax
Status. The Company and each of its Subsidiaries has made or filed all federal, state, local or foreign income and all other
material tax returns, reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent
that the Company and each of its Subsidiaries has set aside on its books provisions reasonably adequate for the payment of all
unpaid and unreported taxes) and has paid all taxes and other governmental assessments and charges that are material in amount,
shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and has set
aside on its books provision reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such
returns, reports or declarations apply, and except as would not reasonably be expected to have a Material Adverse Effect. To the
Company’s knowledge, there are no unpaid taxes in any material amount claimed to be due by the taxing authority of any
jurisdiction.


(q) 
Transactions with Affiliates. Except as disclosed in the SEC Documents, to the Company’s knowledge, none of the Company’s
stockholders covered by Item 403(a) of Regulation S-K, officers or directors or any family
member or affiliate of any of the foregoing, has either directly or indirectly an interest in, or is a party to, any transaction that
is required to be disclosed as a related party transaction pursuant to Item 404 of Regulation S-K promulgated under the Securities Act.


(r) Application
of Takeover Protections. The Company and its Board of Directors have taken or will take prior to the Commencement Date all
necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill
(including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of
Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the
transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and the
Investor’s ownership of the Securities.


(s) 
Disclosure. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents
that will be timely publicly disclosed by the Company, the Company confirms that neither it nor any other Person acting on its behalf
has provided the Investor or its agents or counsel with any information that it believes constitutes or might constitute material, non-public
information which is not otherwise disclosed in the SEC Documents. The Company understands and confirms that the Investor will rely on
the foregoing representation in effecting purchases and sales of securities of the Company. The Company acknowledges and agrees that
the Investor neither makes nor has made any representations or warranties with respect to the transactions contemplated hereby other
than those specifically set forth in Section 3 hereof.


(t) Foreign
Corrupt Practices. Neither the Company, nor to the knowledge of the Company, any agent or other Person acting on behalf of the
Company, has (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses
related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or
employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any
contribution made by the Company (or made by any Person acting on its behalf of which the Company is aware) which is in violation of
law, or (iv) violated in any material respect any provision of the Foreign Corrupt Practices Act of 1977, as amended.


(u) 
DTC Eligibility. The Company, through the Transfer Agent, currently participates in the DTC Fast Automated Securities Transfer
(FAST) Program and the Common Stock can be transferred electronically to third parties via the DTC Fast Automated Securities Transfer
(FAST) Program.


(v) Disclosure
Controls. The Company maintains an effective system of “disclosure controls and
procedures” (as defined in Rule 13a-15(e) of the Exchange Act) that is designed to ensure that information required to be
disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the SEC’s rules and forms, including controls and procedures designed to ensure that such
information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding
required disclosure. The Company and its management have carried out evaluations of the effectiveness of their disclosure controls
and procedures as required by Rule 13a-15 of the Exchange Act.


(w) 
Certain Fees. No brokerage or finder’s fees or commissions are or will be payable by the Company to any broker, financial
advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated
by the Transaction Documents. The Investor shall have no obligation with respect to any fees or with respect to any claims made by or
on behalf of other Persons for fees of a type contemplated in this Section 4(w) that may be due in connection with the transactions
contemplated by the Transaction Documents. The Company shall pay, and hold the Investor harmless against, any liability, loss or expense
(including, without limitation, attorneys’ fees and out of pocket expenses) arising in connection with any such claim.


(x) Investment
Company. The Company is not, and immediately after giving effect to the sale of the Purchase Shares in accordance with this
Agreement and the application of the proceeds as described in the Registration Statement under the caption “Use of
Proceeds,” will not be, required to register as an “investment company” or a company “controlled by”
an entity ‎required to register as an‎ “investment company” within the meaning of the Investment Company Act of
1940, as amended.


(y) 
Listing and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) of the Exchange Act, and the Company
has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common
Stock pursuant to the Exchange Act nor has the Company received any notification that the SEC is currently contemplating terminating
such registration. The Company has not been since April 1, 2022, and currently is not, an Ineligible Issuer (as defined in Rule 405 of
the Exchange Act).


(z) Accountants.
The Company’s accountants are set forth in the SEC Documents and, to the knowledge of the Company, such accountants are an
independent registered public accounting firm as required by the Securities Act.


(aa) 
No Market Manipulation. The Company has not, and to its knowledge no Person acting on its behalf has, (i) taken, directly or indirectly,
any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate
the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any
of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities
of the Company.


(bb) Shell
Company Status. The Company is not, and has not been in the past twenty-four (24) months, an issuer identified in Rule
144(i)(1)(i) and has filed with the SEC current “Form 10 information” (as defined in Rule 144(i)(3)) at least twelve
(12) months prior to the date of this Agreement reflecting its status as an entity that is no longer an issuer identified in Rule
144(i)(1)(i).


(cc) 
Benefit Plans; Labor Matters. Each benefit and compensation plan, agreement, policy and arrangement that is maintained, administered
or contributed to by the Company for current or former employees or directors of, or independent contractors with respect to, the Company
has been maintained in compliance in all material respects with its terms and the requirements of any applicable statutes, orders, rules
and regulations, and the Company has complied in all material respects with all applicable statutes, orders, rules and regulations in
regard to such plans, agreements, policies and arrangements. Each stock option granted under any equity incentive plan of the Company
(each, a “Stock Plan”) since April 1, 2022 was granted with a per share exercise price no less than the market price
per common share on the grant date of such option in accordance with the rules of the Principal Market, and no such grant involved any
“back-dating,” “forward-dating” or similar practice with respect to the effective date of such grant; each such
option (i) was granted in compliance in all material respects with applicable laws and with the applicable Stock Plan(s), (ii) was
duly approved by the Board of Directors, a duly authorized committee thereof, or the Chief Executive Officer pursuant to delegated authority,
and (iii) has been properly accounted for in the Company’s financial statements and disclosed, to the extent required, in
the Company’s filings or submissions with the SEC, and the Principal Market. No labor problem or dispute with the employees of
the Company exists or is threatened or imminent, and the Company is not aware of any existing or imminent labor disturbance by the employees
of any of its principal suppliers or contractors, that would have a Material Adverse Effect.


(dd) Regulatory.
Except as disclosed in the SEC Documents, the Company and its Subsidiaries possess all material certificates, authorizations and
permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses
as currently conducted and neither the Company nor any such Subsidiary has received any notice of proceedings relating to the
revocation or modification of any such certificate, authorization or permit, except in the case of each of the two foregoing
clauses, as would not reasonably be expected to have a Material Adverse Effect.


(ee) 
No Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer,
other officer of the Company participating in the offering contemplated hereby, any beneficial owner of 20% or more of the Company’s
outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405
under the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person”)
is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act
(a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under the Securities
Act. The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.


5.
COVENANTS.


 




(a) 
Filing of Current Report and Registration Statement. The Company agrees that it shall, within the time required under the Exchange
Act, file with the SEC a report on Form 8-K relating to the transactions contemplated by, and describing the material terms and conditions
of, the Transaction Documents (the “Current Report”). The Company shall also file with the SEC within thirty (30)
calendar days of the date hereof a new registration statement (the “Registration Statement”) covering the resale of
Securities in accordance with the terms of the Registration Rights Agreement, and until the Registration Statement is declared effective,
the Company shall not file any other registration statement with the SEC under the Securities Act. The Company shall permit the Investor
to review and comment upon the final pre-filing draft version of the Registration Statement at least two (2) Business Days prior to the
filing of it with the SEC, and the Company shall not file the Registration Statement with the SEC in a form to which the Investor reasonably
objects. The Investor shall use its commercially reasonable efforts to comment upon the final pre-filing draft version of the Registration
Statement within one (1) Business Day from the date the Investor receives it from the Company.


(b) Blue
Sky. The Company shall take all such action, if any, as is reasonably necessary in order to obtain an exemption for or to
register or qualify (i) the issuance of the Commitment Shares and the sale of the Purchase Shares to the Investor under this
Agreement and (ii) any subsequent resale of all Securities by the Investor, in each case, under applicable securities or “Blue
Sky” laws of the states of the United States in such states as is reasonably requested by the Investor from time to time, and
shall provide evidence of any such action so taken to the Investor.


(c) 
Listing/DTC. The Company shall promptly secure the listing of all of the Securities to be issued to the Investor hereunder on
the Principal Market (subject to official notice of issuance) and upon each other national securities exchange or automated quotation
system, if any, upon which the Common Stock is then listed, and shall use commercially reasonable efforts to maintain, so long as any
shares of Common Stock shall be so listed, such listing of all such Securities from time to time issuable hereunder. The Company shall
use commercially reasonable efforts to maintain the listing of the Common Stock on the Principal Market and shall comply in all respects
with the Company’s reporting, filing and other obligations under the bylaws or rules and regulations of the Principal Market. Neither
the Company nor any of its Subsidiaries shall take any action that would reasonably be expected to result in the delisting or suspension
of the Common Stock on the Principal Market. The Company shall promptly, and in no event later than the following Business Day, provide
to the Investor copies of any notices it receives from the Principal Market regarding the continued eligibility of the Common Stock for
listing on the Principal Market; provided, however, that the Company shall not provide the Investor copies of any such notice that the
Company reasonably believes constitutes material non-public information and that the Company would not be required to publicly disclose
such notice in any report or statement filed with the SEC under the Exchange Act (including on Form 8-K) or the Securities Act. The Company
shall pay all fees and expenses in connection with satisfying its obligations under this Section 5(c). The Company shall take
all action necessary to ensure that its Common Stock can be transferred electronically as DWAC Shares.


(d) Prohibition
of Short Sales and Hedging Transactions. The Investor agrees that beginning on the date of this Agreement and ending on the date
of termination of this Agreement as provided in Section 11, the Investor and its agents, representatives and affiliates shall
not in any manner whatsoever enter into or effect, directly or indirectly, any (i) “short sale” (as such term is defined
in Rule 200 of Regulation SHO of the Exchange Act) of the Common Stock or (ii) hedging transaction, which establishes a net short
position with respect to the Common Stock.


(e) 
Issuance of Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, the Company
shall cause to be issued to the Investor a total of 1,356,318 shares of Common Stock (the “Commitment Shares”) and
shall deliver to the Transfer Agent the Irrevocable Transfer Agent Instructions with respect to the issuance of such Commitment Shares.
For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the date of this Agreement, whether or not the Commencement
shall occur or any Purchase Shares are purchased by the Investor under this Agreement and irrespective of any subsequent termination
of this Agreement.


(f) Due
Diligence; Non-Public Information. During the term of this Agreement and subject to Section 4(s), the Investor shall have the
right, from time to time as the Investor may reasonably deem appropriate, and upon reasonable advance notice to the Company, to
perform reasonable due diligence on the Company during normal business hours. The Company and its officers and employees shall
provide information and reasonably cooperate with the Investor in connection with any reasonable request by the Investor related to
the Investor’s due diligence of the Company; provided however, that the Company will not disclose any material
non-public information to the Investor. Each party hereto agrees not to disclose any Confidential Information (which shall not
include material non-public information) of the other party to any third party and shall not use the Confidential Information for
any purpose other than in connection with, or in furtherance of, the transactions contemplated hereby. Each party hereto
acknowledges that the Confidential Information shall remain the property of the disclosing party and agrees that it shall take all
reasonable measures to protect the secrecy of any Confidential Information disclosed by the other party. The receiving party may
disclose Confidential Information to the extent such information is required to be disclosed by law, regulation or order of a court
of competent jurisdiction or regulatory authority, provided that the receiving party shall promptly notify the disclosing party when
such requirement to disclose arises, and shall cooperate with the disclosing party so as to enable the disclosing party to: (i) seek
an appropriate protective order; and (ii) make any applicable claim of confidentiality in respect of such Confidential Information;
and provided, further, that the receiving party shall disclose Confidential Information only to the extent required by the
protective order or other similar order, if such an order is obtained, and, if no such order is obtained, the receiving party shall
disclose only the minimum amount of such Confidential Information required to be disclosed in order to comply with the applicable
law, regulation or order. In addition, any such Confidential Information disclosed pursuant to this Section 5(f) shall
continue to be deemed Confidential Information. Notwithstanding anything in this Agreement to the contrary, the Company and the
Investor agree that neither the Company nor any other Person acting on its behalf shall provide the Investor or its agents or
counsel with any information that constitutes material, non-public information, unless a simultaneous public announcement thereof is
made by the Company in the manner contemplated by Regulation FD under the Exchange Act. In the event of a breach of the foregoing
covenant by the Company or any Person acting on its behalf (as determined in the reasonable good faith judgment of the Investor), in
addition to any other remedy provided herein or in the other Transaction Documents, if the Investor is holding any Securities at the
time of the disclosure of such material non-public information, the Investor shall have the right to make a public disclosure, in
the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval
by the Company; provided the Investor shall have first provided notice to the Company that it believes, based on the advice of
external counsel, it has received information that constitutes material, non-public information, the Company shall have at least
twenty-four (24) hours to either publicly disclose such material, non-public information or to demonstrate to the Investor that such
information does not constitute material, non-public information prior to any such disclosure by the Investor. The Investor shall
not have any liability to the Company, or any of its directors, officers, employees, stockholders or agents, for any such
disclosure. The Company understands and confirms that the Investor shall be relying on the foregoing covenants in effecting
transactions in securities of the Company.


(g) 
 Purchase Records. The Investor and the Company shall each maintain records showing the remaining Available Amount at any given
time and the dates and Purchase Amounts for each Regular Purchase, Accelerated Purchase and Additional Accelerated Purchase or shall
use such other method, reasonably satisfactory to the Investor and the Company.


(h) Taxes.
The Company shall pay any and all transfer, stamp or similar taxes that may be payable with respect to the issuance and delivery of
any shares of Common Stock to the Investor made under this Agreement.


(i) 
No Aggregation. From and after the date of this Agreement, neither the Company, nor any of its affiliates will, and the Company
shall use its reasonable best efforts to ensure that no Person acting on their behalf will, directly or indirectly, make any offers or
sales of any security or solicit any offers to buy any security, under circumstances that would cause this offering of the Securities
by the Company to the Investor to be aggregated with other offerings by the Company in a manner that would require stockholder approval
pursuant to the rules of the Principal Market on which any of the securities of the Company are listed or designated unless stockholder
approval is obtained before the closing of such subsequent transaction in accordance with the rules of such Principal Market.


(j) Use
of Proceeds. The Company will use the net proceeds from the offering for any corporate purpose at the sole discretion of the
Company.


(k) 
Other Transactions. During the term of this Agreement, the Company shall not enter into, announce or recommend to its stockholders
any agreement, plan, arrangement or transaction in or of which the terms thereof would restrict, materially delay, conflict with or impair
the ability or right of the Company to perform its obligations under the Transaction Documents, including, without limitation, the obligation
of the Company to deliver the Securities to the Investor in accordance with the terms of the Transaction Documents.


(l) No
Integration. From and after the date of this Agreement, neither the Company, nor or any of its affiliates will, and the Company
shall use its reasonable best efforts to ensure that no Person acting on their behalf will, directly or indirectly, make any offers
or sales of any security or solicit any offers to buy any security, under circumstances that would require registration of the offer
and sale of any of the Securities under the Securities Act.


(m) 
Limitation on Variable Rate Transactions. From and after the date of this Agreement until the thirty-six (36) month anniversary
of the date of this Agreement (irrespective of any earlier termination of this Agreement), the Company shall be prohibited from effecting
or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Stock involving a Variable Rate
Transaction other than with the Investor. “Variable Rate Transaction” means an “equity line of credit”
or substantially similar transaction whereby an investor is irrevocably bound to purchase securities over a period of time from the Company
at a price based on the market price of the Company’s Common Stock at the time of each such purchase, provided, however, that this
Section 5(m) shall not be deemed to prohibit the issuance and sale of Common Stock pursuant to an “at-the-market offering”
by the Company exclusively through a registered broker-dealer acting as agent of the Company pursuant to a written agreement between
the Company and such registered broker-dealer.


(n) Publicity.
The Company shall afford the Investor and its counsel with the opportunity to review and comment upon, shall consult with the
Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or
its counsel on, disclosure that is part of any press release, SEC filing or any other public disclosure by or on behalf of the
Company that identifies the Investor, describes its purchases hereunder or summarizes any aspect of the Transaction Documents or the
transactions contemplated thereby, not less than twenty-four (24) hours prior to the issuance, filing or public disclosure thereof; provided
that (i) the Company shall not be required to provide to the Investor any press release, SEC filing or any other public disclosure
that solely discloses the number of shares sold to the Investor and the amounts paid by the Investor for such shares and (ii) the
Company shall not be required to provide to the Investor any disclosures that are materially similar to those previously reviewed by
the Investor. The Investor must be provided with a substantially final version of any such disclosure that relates to the Investor,
at least twenty-four (24) hours prior to any release, filing or use by the Company thereof.


6.
TRANSFER AGENT INSTRUCTIONS.


 




(a) 
On the date of this Agreement, the Company shall issue irrevocable instructions to the Transfer Agent to issue the Commitment Shares
in accordance with the terms of this Agreement (the “Irrevocable Transfer Agent Instructions”). The certificate(s)
or book-entry statement(s) representing the Commitment Shares, except as set forth below, shall bear the following restrictive legend
(the “Restrictive Legend”) and no other legend whatsoever.


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE
STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR APPLICABLE STATE SECURITIES LAWS, UNLESS SOLD PURSUANT TO: (1) RULE 144 UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR (2) AN OPINION OF COMPANY COUNSEL, IN A CUSTOMARY FORM, THAT REGISTRATION IS NOT
REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS.


(b) 
On the earlier of (i) the date the Registration Statement is declared effective by the SEC and (ii) such time that the Investor shall
request, provided all conditions of Rule 144 under the Securities Act are met, the Company shall, no later than two (2) Business Days
following the delivery by the Investor to the Company or the Transfer Agent of one or more legended certificates or book-entry statements
representing the Commitment Shares (which certificates or book-entry statements the Investor shall promptly deliver on or prior to the
first to occur of the events described in clauses (i) and (ii) of this sentence), as directed by the Investor, issue and deliver (or
cause to be issued and delivered) to the Investor, as requested by the Investor, either: (A) a certificate or book-entry statement representing
such Commitment Shares that is free from all restrictive and other legends or (B) a number of shares of Common Stock equal to the number
of Commitment Shares represented by the certificate(s) or book-entry statement(s) so delivered by the Investor as DWAC Shares. The Company
shall take all actions reasonably necessary to carry out the intent and accomplish the purposes of the immediately preceding sentence,
including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the Transfer
Agent, and any successor transfer agent of the Company, as may be reasonably requested from time to time by the Investor or necessary
or desirable to carry out the intent and accomplish the purposes of the immediately preceding sentence. On the Commencement Date, the
Company shall issue to the Transfer Agent, and any subsequent transfer agent, (i) irrevocable instructions in the form substantially
similar to those used by the Investor in substantially similar transactions (the “Commencement Irrevocable Transfer Agent Instructions”)
and (ii) the notice of effectiveness of the Registration Statement in a form acceptable to the Transfer Agent (the “Notice of
Effectiveness of Registration Statement”), in each case to issue the Securities in accordance with the terms of this Agreement
and the Registration Rights Agreement. All Purchase Shares to be issued from and after the Commencement Date to the Investor pursuant
to this Agreement shall be issued only as DWAC Shares. The Company represents and warrants to the Investor that, while this Agreement
is effective, no instruction other than the Commencement Irrevocable Transfer Agent Instructions and the Notice of Effectiveness of Registration
Statement referred to in this Section 6(b) will be given by the Company to the Transfer Agent with respect to the Commitment Shares,
or any of the Purchase Shares covered by the Registration Statement from and after Commencement, and the Commitment Shares and the Purchase
Shares covered by the Registration Statement shall otherwise be freely transferable on the books and records of the Company. The Company
agrees that if the Company fails to fully comply with the provisions of this Section 6(b) within five (5) Business Days of the
Investor providing the deliveries referred to above, the Company shall, at the Investor’s written instruction, purchase such shares
of Common Stock containing the Restrictive Legend from the Investor at the greater of the (i) purchase price paid for such shares of
Common Stock and (ii) the Closing Sale Price of the Common Stock on the date of the Investor’s written instruction.


7.
CONDITIONS TO THE COMPANY’S RIGHT TO COMMENCES ALES OF SHARES OF COMMON STOCK.


 


The
right of the Company hereunder to commence sales of the Purchase Shares on the Commencement Date is subject to the satisfaction or, where
legally permissible, the waiver of each of the following conditions:


(a) 
The Investor shall have executed each of the Transaction Documents and delivered the same to the Company;


(b) The
Registration Statement covering the resale of all of such Purchase Shares as required pursuant to the Registration Rights Agreement
shall have been declared effective under the Securities Act by the SEC and no stop order with respect to the Registration Statement
shall be pending or, to the Company’s knowledge, threatened by the SEC;


(c) 
The Common Stock shall be listed on the Principal Market, and all Securities to be issued by the Company to the Investor under the Transaction
Documents shall have been approved for listing on the Principal Market in accordance with the applicable rules and regulations of the
Principal Market, subject only to official notice of issuance; and


(d)
The representations and warranties of the Investor shall be true and correct in all material respects (except to the extent that any
of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such
representations and warranties shall be true and correct without further qualification) as of the date hereof and as of the
Commencement Date as though made at that time.


8.
CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE SHARES OF COMMON STOCK.


 




The
obligation of the Investor to buy Purchase Shares (other than the Commitment Shares) under this Agreement is subject to the satisfaction
or, where legally permissible, the waiver of each of the following conditions on or prior to the Commencement Date and, once such conditions
have been initially satisfied, there shall not be any ongoing obligation to satisfy such conditions after the Commencement has occurred:


(a) 
The Company shall have executed each of the Transaction Documents and delivered the same to the Investor;


(b) The
Investor shall have received the opinion letter and negative assurance letter of the Company’s corporate legal counsel (the
“Company Counsel”) dated as of the Commencement Date substantially in the form agreed to prior to the date of
this Agreement by the Company Counsel and the Investor’s legal counsel;


(c) 
The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of
such representations and warranties is already qualified as to materiality in Section 4 above, in which case, such representations
and warranties shall be true and correct in all material respects without further qualification) as of the date when made and as of the
Commencement Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall
be true and correct in all material respects as of such date) and the Company shall have performed, satisfied and complied with the covenants,
agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior
to the Commencement Date. The Investor shall have received a certificate, executed by the Chief Executive Officer or the Chief Financial
Officer of the Company, dated as of the Commencement Date, to the foregoing effect in the form attached hereto as Exhibit A;


(d)
The Board of Directors of the Company shall have adopted all applicable resolutions (the “Signing Resolutions”)
to authorize this Agreement and the transactions contemplated hereby, which shall be in full force and effect without any amendment
or supplement thereto as of the Commencement Date as set forth on Exhibit B hereto;


(e) 
As of the Commencement Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose
of effecting purchases of Purchase Shares hereunder, 129,725,318 shares of Common Stock
(excluding the Commitment Shares);


(f)
The Commencement Irrevocable Transfer Agent Instructions and the Notice of Effectiveness of Registration Statement each shall have
been delivered to and acknowledged in writing by the Company and the Company’s Transfer Agent (or any successor transfer
agent);


(g) 
The Company shall have delivered to the Investor a certificate evidencing the incorporation and good standing of the Company in the State
of Delaware issued by the Secretary of State of the State of Delaware and a certificate or its equivalent evidencing the good standing
of the Company as a foreign corporation in any other jurisdiction where the Company is duly qualified to conduct business, in each case,
as of a date within ten (10) Business Days of the Commencement Date;


(h)
The Company shall have delivered to the Investor a certified copy of the Certificate of Incorporation as certified by the Secretary
of State of the State of Delaware within ten (10) Business Days of the Commencement Date;


(i) 
The Company shall have delivered to the Investor a secretary’s certificate executed by the Secretary of the Company, dated as of
the Commencement Date, in the form attached hereto as Exhibit B;


(j)
The Registration Statement covering the resale of the Securities in accordance with the Registration Rights Agreement shall have
been declared effective under the Securities Act by the SEC and no stop order with respect to the Registration Statement shall be
pending or, to the Company’s knowledge, threatened by the SEC. If required, the Company shall have prepared and filed with the
SEC, not later than two (2) Business Days after the effective date of the Registration Statement, a final prospectus (the
preliminary form of which shall be included in the Registration Statement) and shall have delivered to the Investor a true and
complete copy thereof. When filed, such prospectus shall be current and available for the resale by the Investor of all of the
Securities covered thereby. The Current Report shall have been filed with the SEC, as required pursuant to Section 5(a), all
reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company
with the SEC at or prior to the Commencement Date pursuant to the reporting requirements of the Exchange Act shall have been filed
with the SEC within the applicable time periods prescribed for such filings under the Exchange Act;


(k) 
No Suspension Event (as defined below) has occurred, and no event which, after notice and/or lapse of time, would reasonably be expected
to become a Suspension Event has occurred;


(l)
No statute, regulation, order, decree, writ, ruling or injunction shall have been enacted, entered, promulgated, threatened or
endorsed by any federal, state, local or foreign court or governmental authority of competent jurisdiction which prohibits the
consummation of or which would materially modify or delay any of the transactions contemplated by the Transaction
Documents;


(m) 
No action, suit or proceeding before any federal, state, local or foreign arbitrator or any court or governmental authority of competent
jurisdiction shall have been commenced or threatened, and no inquiry or investigation by any federal, state, local or foreign governmental
authority of competent jurisdiction shall have been commenced or threatened, against the Company, or any of the officers, directors or
affiliates of the Company, seeking to restrain, prevent or change the transactions contemplated by the Transaction Documents, or seeking
material damages in connection with such transactions; and


(n)
All federal, state and local governmental laws, rules and regulations applicable to the transactions contemplated by the Transaction
Documents and necessary for the execution, delivery and performance of the Transaction Documents and the consummation of the
transactions contemplated thereby in accordance with the terms thereof shall have been complied with, and all consents,
authorizations and orders of, and all filings and registrations with, all federal, state and local courts or governmental agencies
and all federal, state and local regulatory or self-regulatory agencies necessary for the execution, delivery and performance of the
Transaction Documents and the consummation of the transactions contemplated thereby in accordance with the terms thereof shall have
been obtained or made, including, without limitation, in each case those required under the Securities Act, the Exchange Act,
applicable state securities or “Blue Sky” laws or applicable rules and regulations of the Principal Market, or otherwise
required by the SEC, the Principal Market or any state securities regulators.


9.
INDEMNIFICATION.


 




In
consideration of the Investor’s execution and delivery of the Transaction Documents and acquiring the Securities hereunder and
in addition to all of the Company’s other obligations under the Transaction Documents, the Company shall defend, protect, indemnify
and hold harmless the Investor and all of its affiliates, officers, directors, members, managers, employees and direct or indirect investors
and any of the foregoing Person’s agents or other representatives (including, without limitation, those retained in connection
with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”) from and against any and all
actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith
(irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable
attorneys' fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee as a result of, or arising
out of or relating to: (a) any misrepresentation or breach of any representation or warranty made by the Company in the Transaction Documents
or any other certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation
of the Company contained in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby
or (c) any cause of action, suit or claim brought or made against such Indemnitee and arising out of or resulting from the execution,
delivery, performance or enforcement of the Transaction Documents or any other certificate, instrument or document contemplated hereby
or thereby other than, in the case of clause (c), with respect to Indemnified Liabilities which directly and primarily result
from the fraud, gross negligence or willful misconduct of an Indemnitee. The indemnity in this Section 9 shall not apply to amounts
paid in settlement of any claim if such settlement is effected without the prior written consent of the Company, which consent shall
not be unreasonably withheld, conditioned or delayed. To the extent that the foregoing undertaking by the Company may be unenforceable
for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities
which is permissible under applicable law. Payment under this indemnification shall be made within thirty (30) days from the date the
Indemnitee makes written request for it. A certificate containing reasonable detail as to the amount of such indemnification submitted
to the Company by the Indemnitee shall be conclusive evidence, absent manifest error, of the amount due from the Company to the Indemnitee;
provided that the Indemnitee shall undertake to repay any amounts paid to it hereunder if it is ultimately determined, by a final and
non-appealable order of a court of competent jurisdiction, that the Indemnitee is not entitled to be indemnified against such Indemnified
Liabilities by the Company pursuant to this Agreement. If any action shall be brought against any Indemnitee in respect of which indemnity
may be sought pursuant to this Agreement, such Indemnitee shall promptly notify the Company in writing, and the Company shall have the
right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Indemnitee. Any Indemnitee shall have
the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel
shall be at the expense of such Indemnitee, except to the extent that (i) the employment thereof has been specifically authorized
by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel
or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue
between the position of the Company and the position of such Indemnitee, in which case the Company shall be responsible for the reasonable
fees and expenses of no more than one such separate counsel.


10.
SUSPENSION EVENTS.


 




In
addition to any other rights and remedies under applicable law and this Agreement, so long as a “Suspension Event” has occurred
and is continuing, or if any event that, after notice and/or lapse of time, would reasonably be expected to become a Suspension Event,
has occurred and is continuing, the Company shall not deliver to the Investor any Purchase Notice, and the Investor shall not purchase
any shares of Common Stock under this Agreement. For the avoidance of doubt, following a Suspension Event, purchases by the Investor
pursuant to Section 2 hereof may resume as soon as such Suspension Event has been resolved. A “Suspension Event” shall be
deemed to have occurred at any time as any of the following events occurs:


(a) 
the effectiveness of the Registration Statement registering the Securities lapses for any reason (including, without limitation, the
issuance of a stop order or similar order), the Registration Statement or any prospectus thereunder is unavailable for the resale by
the Investor of any or all of the Securities to be issued to the Investor under the Transaction Documents, and any such lapse or
unavailability continues for a period of ten (10) consecutive Business Days or for more than an aggregate of thirty (30) Business
Days in any 365-day period, but excluding a lapse or unavailability where (i) the Company terminates the Registration Statement
after the Investor has confirmed in writing that all of the Securities covered thereby have been resold or (ii) the Company
supersedes the Registration Statement with a New Registration Statement, including (without limitation) when the Registration
Statement is effectively replaced with a New Registration Statement covering Securities (provided in the case of this clause (ii)
that all of the Securities covered by the superseded (or terminated) registration statement that have not theretofore been sold to
the Investor are included in the superseding (or new) registration statement); the suspension of the Common Stock from
trading on the Principal Market for a period of one (1) Business Day, provided that the Company may not direct the Investor to
purchase any shares of Common Stock during any such suspension;


(b) 
the delisting of the Common Stock from The Nasdaq Capital Market; provided, however, that the Common Stock is not immediately
thereafter trading on The Nasdaq Global Market, The Nasdaq Global Select Market, the New York Stock Exchange, the NYSE Arca, the
NYSE American, the OTC Bulletin Board, or the OTCQB or the OTCQX operated by the OTC Markets Group, Inc. (or any nationally
recognized successor to any of the foregoing); the failure for any reason by the Transfer Agent to issue Purchase Shares to
the Investor by the second Business Day after the applicable Regular Purchase Date or Accelerated Purchase Date (as applicable) on
which the Investor is entitled to receive such Purchase Shares;


(c) 
the Company breaches any representation, warranty, covenant or other term or condition under any Transaction Document if such breach
could have a Material Adverse Effect and except, in the case of a breach of a covenant which is reasonably curable, only if such
breach continues for a period of at least five (5) Business Days; if any Person commences a proceeding against the Company
pursuant to or within the meaning of any Bankruptcy Law;


(d) 
if the Company pursuant to or within the meaning of any Bankruptcy Law, (i) commences a voluntary case, (ii) consents to the entry
of an order for relief against it in an involuntary case, (iii) consents to the appointment of a receiver, trustee, assignee,
liquidator or similar official under any Bankruptcy Law (a “Custodian”) of it or for all or substantially all of
its property, or (iv) makes a general assignment for the benefit of its creditors or is generally unable to pay its debts as the
same become due; a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i) is for relief
against the Company in an involuntary case, (ii) appoints a Custodian of the Company or for all or substantially all of its
property, or (iii) orders the liquidation of the Company;


(e) 
if at any time the Company is not eligible to transfer its Common Stock electronically as DWAC Shares; or if at any time after the
Commencement Date, the Exchange Cap is reached (to the extent the Exchange Cap is applicable pursuant to Section 2(e) hereof)
and the Company’s stockholders have not approved the transactions contemplated by this Agreement in accordance with the
applicable rules and regulations of the Principal Market.


11.
TERMINATION


 




This
Agreement may be terminated only as follows:


(a) 
If pursuant to or within the meaning of any Bankruptcy Law, the Company commences a voluntary case or any Person commences a proceeding
against the Company, a Custodian is appointed for the Company or for all or substantially all of its property, or the Company makes a
general assignment for the benefit of its creditors (any of which would be a Suspension Event as described in Sections 10(f),
10(g) and 10(h) hereof), this Agreement shall automatically terminate without any liability or payment to the Company (except
as set forth below) without further action or notice by any Person.


(b)
In the event that the Commencement shall not have occurred on or before March 31, 2023, 2022 due to the failure to satisfy the
conditions set forth in Sections 7 and 8 above with respect to the Commencement, either the Company or the Investor
shall have the option to terminate this Agreement at the close of business on such date or thereafter without liability of any party
to any other party (except as set forth below); provided, however, that the right to terminate this Agreement under this Section
11(b) shall not be available to any party if such party is then in breach of any covenant or agreement contained in this
Agreement or any representation or warranty of such party contained in this Agreement fails to be true and correct such that the
conditions set forth in Section 7(d) or Section 8(c), as applicable, could not then be satisfied.


(c) 
At any time after the Commencement Date, the Company shall have the option to terminate this Agreement for any reason or for no reason
by delivering notice (a “Company Termination Notice”) to the Investor electing to terminate this Agreement without
any liability whatsoever of any party to any other party under this Agreement (except as set forth below). The Company Termination Notice
shall be effective one (1) Business Day after it has been received by the Investor.


(d) This
Agreement shall automatically terminate on the date that the Company sells and the Investor purchases the full Available Amount as
provided herein, without any action or notice on the part of any party and without any liability whatsoever of any party to any
other party under this Agreement (except as set forth below).


(e) 
If, for any reason or for no reason, the full Available Amount has not been purchased in accordance with Section 2 of this Agreement
by the Maturity Date, this Agreement shall automatically terminate on the Maturity Date, without any action or notice on the part of
any party and without any liability whatsoever of any party to any other party under this Agreement (except as set forth below).


Except
as set forth in Sections 11(a) (in respect of a Suspension Event under Sections 10(f), 10(g) and 10(h), 11(d)
and 11(e)), any termination of this Agreement pursuant to this Section 11 shall be effected by written notice from
the Company to the Investor, or the Investor to the Company, as the case may be, setting forth the basis for the termination hereof.
The representations and warranties of the Company and the Investor contained in Sections 3 and 4 hereof, the indemnification
provisions set forth in Section 9 hereof and the agreements and covenants set forth in Sections 5, 6, 10,
11 and 12 shall survive the Commencement and any termination of this Agreement. No termination of this Agreement shall
(i) affect the Company’s or the Investor’s rights or obligations under (A) this Agreement with respect to any pending Regular
Purchases, Accelerated Purchases, and Additional Accelerated Purchases and the Company and the Investor shall complete their respective
obligations with respect to any pending Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases under this Agreement
and (B) the Registration Rights Agreement, which shall survive any such termination in accordance with its terms, or (ii) be deemed to
release the Company or the Investor from any liability for intentional misrepresentation or willful breach of any of the Transaction
Documents.


12.
MISCELLANEOUS.


 




(a) 
Governing Law; Jurisdiction; Jury Trial. The corporate laws of the State of Delaware shall govern all issues concerning the relative
rights of the Company and its stockholders. All other questions concerning the construction, validity, enforcement and interpretation
of this Agreement and the other Transaction Documents shall be governed by the internal laws of the State of Delaware, without giving
effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdictions) that would
cause the application of the laws of any jurisdictions other than the State of Delaware. Each party hereby irrevocably submits to the
exclusive jurisdiction of the state and federal courts sitting in the State of Illinois, County of Cook, for the adjudication of any
dispute hereunder or under the other Transaction Documents or in connection herewith or therewith, or with any transaction contemplated
hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that
it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient
forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process
and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for
such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH
PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF
ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


(b) Counterparts.
This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a
facsimile signature or signature delivered by e-mail in a “.pdf” format data file shall be considered due execution and
shall be binding upon the signatory thereto with the same force and effect as if the signature were an original
signature.


(c) 
Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation
of, this Agreement.


(d) Severability.
If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall
not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability
of any provision of this Agreement in any other jurisdiction.


(e) 
Entire Agreement. The Transaction Documents supersede all other prior oral or written agreements between the Investor, the Company,
their affiliates and Persons acting on their behalf with respect to the subject matter thereof, and this Agreement, the other Transaction
Documents and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein
and therein and, except as specifically set forth herein or therein, neither the Company nor the Investor makes any representation, warranty,
covenant or undertaking with respect to such matters. The Company acknowledges and agrees that it has not relied on, in any manner whatsoever,
any representations or statements, written or oral, other than as expressly set forth in the Transaction Documents. The Investor acknowledges
and agrees that it has not relied on, in any manner whatsoever, any representations or statements, written or oral, other than as expressly
set forth in the Transaction Documents.


(f) Notices.
Any notices, consents or other communications required or permitted to be given under the terms of this Agreement must be in writing
and will be deemed to have been delivered: (i) upon receipt when delivered personally; (ii) upon receipt when sent by facsimile or
email (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or
(iii) one Business Day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the
party to receive the same. The addresses for such communications shall be:


If
to the Company:


Nutex Health
Inc.


6030 South
Rice Avenue Suite C


Houston,
TX 77081


Telephone:
(713) 660-0557


E-mail:
***


Attention:Elisa
Luqman, Chief Legal Officer


 


With
a copy to (which shall not constitute notice or service of process):


Locke
Lord LLP


600
Travis St. Ste. 2800


Houston,
TX 77002


Telephone:(713)
226-1200


E-mail:***


Attention:Gislar
Donnenberg


 


If
to the Investor:


Lincoln
Park Capital Fund, LLC


440
North Wells, Suite 410


Chicago,
IL 60654


Telephone:(312)
822-9300


Facsimile:(312)
822-9301


E-mail:***


Attention:Josh
Scheinfeld/Jonathan Cope


 


With
a copy to (which shall not constitute notice or service of process):


K&L
Gates, LLP


200
S. Biscayne Blvd., Ste. 3900


Miami,
Florida 33131


Telephone:(305)
539-3306


Facsimile:
(305) 358-7095


E-mail:
***


Attention:Clayton
E. Parker, Esq.


 


If
to the Transfer Agent:


Transfer
Online, Inc.


512
SE Salmon St.


Portland,
OR 97214


Telephone:(503)
227-2950


E-mail:
***


Attention:Carolyn
Hall


 


or
at such other address, e-mail and/or facsimile number and/or to the attention of such other Person as the recipient party has specified
by written notice given to each other party three (3) Business Days prior to the effectiveness of such change. Written confirmation of
receipt (A) given by the recipient of such notice, consent or other communication, (B) mechanically or electronically generated by the
sender’s facsimile machine or e-mail account containing the time, date, and recipient facsimile number or e-mail address, as applicable,
and an image of the first page of such transmission or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable
evidence of personal service, receipt by facsimile or email or receipt from a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above, respectively.


(g) 
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors
and assigns. The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of
the Investor, including by merger or consolidation. The Investor may not assign its rights or obligations under this Agreement.


(h) No
Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted
successors and assigns, and, except as set forth in Section 9, is not for the benefit of, nor may any provision hereof be
enforced by, any other Person.


(i) 
Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and
shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request
in order to consummate and make effective, as soon as reasonably possible, the Commencement, and to carry out the intent and accomplish
the purposes of this Agreement and the consummation of the transactions contemplated hereby.


(j) No
Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against any party.


(k) 
Remedies, Other Obligations, Breaches and Injunctive Relief. The Investor’s remedies provided in this Agreement,
including, without limitation, the Investor’s remedies provided in Section 9, shall be cumulative and in addition to all
other remedies available to the Investor under this Agreement, at law or in equity (including a decree of specific performance and/or
other injunctive relief), no remedy of the Investor contained herein shall be deemed a waiver of compliance with the provisions giving
rise to such remedy and nothing herein shall limit the Investor’s right to pursue actual damages for any failure by the Company
to comply with the terms of this Agreement.


(l) Enforcement
Costs. If: (i) this Agreement is placed by the Investor or the Company in the hands of an attorney for enforcement or is
enforced by the Investor or the Company through any legal proceeding; (ii) an attorney is retained to represent the Investor in any
bankruptcy, reorganization, receivership or other proceedings affecting creditors' rights and involving a claim under this
Agreement; or (iii) an attorney is retained to represent the Investor or the Company in any other proceedings whatsoever in
connection with this Agreement, then the party against which redress is sought under this Section 12(l) shall pay, all
reasonable costs and expenses including attorneys' fees incurred in connection therewith to the party incurring such costs and
expenses, as incurred, in addition to all other amounts due hereunder.


(m) 
Amendment and Waiver; Failure or Indulgence Not Waiver. No provision of this Agreement may be amended other than by a written
instrument signed by both parties hereto and no provision of this Agreement may be waived other than in a written instrument signed by
the party against whom enforcement of such waiver is sought. No failure or delay in the exercise of any power, right or privilege hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further
exercise thereof or of any other right, power or privilege.


**
Signature Page Follows **









    	 	1	 



     


    

 


IN
WITNESS WHEREOF, the Investor and the Company have caused this Purchase Agreement to be duly executed as of the date first written
above.


THE
COMPANY:


NUTEX
HEALTH INC.


By:
/s/ Tom Vo


Name:
Thomas T. Vo, M.D.


Title:
CEO


 


INVESTOR:


LINCOLN
PARK CAPITAL FUND, LLC


BY:
LINCOLN PARK CAPITAL, LLC


BY:


 





By:
/s/ Joshua Scheifeld


Name:
Joshua Scheinfeld


Title:
President


 




    	 	2	 



     


    

EXHIBITS


	Exhibit A	Form of Officer’s Certificate
	Exhibit B	Form of Secretary’s Certificate



 





    	 	3	 



     


    

EXHIBIT
A


FORM
OF OFFICER’S CERTIFICATE


This
Officer’s Certificate (“Certificate”) is being delivered pursuant to Section 8(c) of that certain Purchase
Agreement dated as of November [●], 2022, (“Purchase Agreement”), by and between NUTEX HEALTH INC., a
Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”).
Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement.


The
undersigned, [●], CEO of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, as follows:


1. 
I am the CEO of the Company and make the statements contained in this Certificate;


2. 
The representations and warranties of the Company are true and correct in all material respects (except to the extent that any of such
representations and warranties is already qualified as to materiality in Section 4 of the Purchase Agreement, in which case, such representations
and warranties are true and correct without further qualification) as of the date when made and as of the Commencement Date as though
made at that time (except for representations and warranties that speak as of a specific date, in which case such representations and
warranties are true and correct in all material respects as of such date);


3. 
The Company has performed, satisfied and complied in all material respects with covenants, agreements and conditions required by the
Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Commencement Date, to the extent
not otherwise waived.


4. 
The Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any Bankruptcy Law
nor does the Company or any of its Subsidiaries currently have any knowledge or reason to believe that its creditors intend to initiate
involuntary bankruptcy or insolvency proceedings. The Company is currently generally able to pay its debts as they become due.


IN
WITNESS WHEREOF, I have hereunder signed my name on this ___ day of ___________.


______________________


Name:


Title:


 




    	 	4	 



     


    

EXHIBIT
B


FORM
OF SECRETARY’S CERTIFICATE


This
Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section 8(i) of that certain Purchase
Agreement dated as of November [●], 2022 (“Purchase Agreement”), by and between NUTEX HEALTH INC., a
Delaware corporation (the “Company”) and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”),
pursuant to which the Company may sell to the Investor up to One Hundred Million Dollars ($100,000,000) of the Company's Common Stock,
$0.001 par value per share (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings
ascribed to them in the Purchase Agreement.


The
undersigned, [●], Secretary of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, as follows:


1. 
I am the Secretary of the Company and make the statements contained in this Secretary’s Certificate.


2. 
The Company’s Bylaws (“Bylaws”) and Certificate of Incorporation (“Charter”) are set forth
in the SEC documents, and no action has been taken by the Company, its directors, officers or stockholders, in contemplation of the filing
of any further amendment relating to or affecting the Bylaws or Charter.


3. 
Attached hereto as Exhibit A are true, correct and complete copies of the resolutions unanimously adopted by the Board of Directors
of the Company on _____________. Such resolutions have not been amended, modified or rescinded and remain in full force and effect and
such resolutions are the only resolutions adopted by the Company’s Board of Directors, or any committee thereof, or the stockholders
of the Company relating to or affecting (i) the entering into and performance of the Purchase Agreement, or the issuance, offering and
sale of the Securities and (ii) the performance of the Company of its obligation under the Transaction Documents as contemplated therein.


4. 
As of the date hereof, the authorized, issued and reserved capital stock of the Company is as set forth on Exhibit B hereto.


IN
WITNESS WHEREOF, I have hereunder signed my name on this ___ day of ____________.


______________________


Name:
[●]


Title:
Secretary


 






    	 	5