EXHIBIT
10.1


 


Intellinetics,
inc.


 


SECURITIES
PURCHASE AGREEMENT


 


This
SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of April 1, 2022, by and between Intellinetics,
Inc., a Nevada corporation (the “Company”), and the investors set forth on the signature pages affixed hereto
(each, an “Investor” and, collectively, the “Investors”).


 


RECITALS


 


The
Company is offering (the “Offering”) pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b)
promulgated thereunder, an aggregate of (i) up to $7,000,000 in shares (“Shares”) of the Company’s common stock,
par value $0.001 per share (“the “Common Stock”), at the price of $4.62 per Share (the “Offering Price”)
and (ii) up to $3,000 in principal amount of 12% subordinated promissory notes, in the form attached hereto as Exhibit B (“Notes”).
The Shares and Notes are referred to herein as the “Securities.”


 


The
Investors, severally and not jointly, desire to purchase, and the Company is willing to sell to each Investor, upon the terms and conditions
stated in this Agreement and in a Private Placement Memorandum circulated to each Investor, the Securities designated on the signature
page hereof and as more fully described in this Agreement.


 


AGREEMENT


 


In
consideration of the mutual terms, conditions and other agreements set forth herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree to
the sale and purchase of the Securities as set forth herein.


 


1.
Definitions.


 


For
purposes of this Agreement, the terms set forth below shall have the corresponding meanings provided below.


 


“Affiliate”
shall mean, with respect to any specified Person (as defined below), (i) if such Person is an individual, the spouse, heirs, executors,
or legal representatives of such individual, or any trusts for the benefit of such individual or such individual’s spouse and/or
lineal descendants, or (ii) otherwise, another Person that directly, or indirectly through one or more intermediaries, controls, is controlled
by, or is under common control with, the Person specified. As used in this definition, “control” shall mean the possession,
directly or indirectly, of the sole and unilateral power to cause the direction of the management and policies of a Person, whether through
the ownership of voting securities or by contract or other written instrument.


 


“Blue
Sky Application” as defined in Section 5.5(a) hereof.


 


“Business
Day” shall mean any day on which banks located in New York City are not required or authorized by law to remain closed.


 


“Closing”
and “Closing Date” as defined in Section 2.2 (c) hereof.


 


“Common
Stock” as defined in the recitals above.


 




    	 



     


    

 


“Company”
as defined in the preamble above.


 


“Company
Financial Statements” as defined in Section 4.5(a) hereof.


 


“Company’s
Knowledge” means the actual knowledge of any executive officer (as defined in Rule 405 under the Securities Act) or director
of the Company, or the knowledge of any fact or matter which any person would reasonably be expected to become aware of in the course
of performing the duties and responsibilities as an executive officer or director of the Company.


 


“Escrow
Agreement” means that certain agreement, dated March 2, 2022, by and among the Company, the Placement Agent, and Delaware Trust
Company.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“First
Closing” and “First Closing Date” as defined in Section 2.2(a) hereof.


 


“Investor”
and “Investors” as defined in the preamble above.


 


“Liens”
means any mortgage, lien, title claim, assignment, encumbrance, security interest, adverse claim, contract of sale, restriction on use
or transfer or other defect of title of any kind.


 


“Material
Adverse Effect” means a material adverse effect on (i) the assets, liabilities, results of operations, condition (financial
or otherwise), business, or prospects of the Company and its Subsidiaries taken as a whole, (ii) the transactions contemplated hereby
or in any of the Transaction Documents or (iii) the ability of the Company to perform its obligations under the Transaction Documents
(as defined below).


 


“Notes”
as defined in the recitals above.


 


“Offering”
as defined in the recitals above.


 


“PA
Warrant Shares” shall mean any shares issuable upon exercise of warrants issued to the Placement Agent as compensation in connection
with the transactions contemplated hereby.


 


“Person”
shall mean an individual, entity, corporation, partnership, association, limited liability company, limited liability partnership, joint-stock
company, trust or unincorporated organization.


 


“Piggyback
Registration” as defined in Section 5.1 hereof.


 


“Placement
Agency Agreement” means that certain agreement, dated February 24, 2022, as amended on March 15, 2022, by and between the Placement
Agent and the Company.


 


“Placement
Agent” means Taglich Brothers, Inc.


 


“Principal
Amount” as defined in Section 2.3.


 


“Private
Placement Memorandum” means the Company’s Private Placement Memorandum dated March 15, 2022, as supplemented March 24,
2022, and any other amendments or supplements thereto.


 


“Purchase
Price” shall mean (i) for Shares, the Offering Price, and (ii) for Notes, the principal amount of each Note.


 




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“Registrable
Securities” shall mean the (i) Shares and (ii) PA Warrant Shares; provided, that a security shall cease to be a Registrable
Security upon (A) sale pursuant to a Registration Statement or Rule 144 under the Securities Act, or (B) such security becoming eligible
for sale without any restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current
public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable).


 


“Registration
Rights Agreement” means that certain registration rights agreement, dated April 1, 2022 by and among the Company and the Investors.


 


“Registration
Statement” shall mean any registration statement of the Company filed under the Securities Act that covers the resale of any
of the Registrable Securities pursuant to the provisions of this Agreement, amendments and supplements to such Registration Statement,
including post-effective amendments, all exhibits and all material incorporated by reference in such Registration Statement.


 


“Regulation
D” as defined in Section 3.7 hereof.


 


“Regulation
S” as defined in Section 6.1(i)(E) hereof.


 


“Rule
144” as defined in Section 6.1(i)(C) hereof.


 


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


 


“SEC
Documents” as defined in Section 4.5 hereof.


 


“Securities”
as defined in the recitals above.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Shares”
as defined in the recitals above.


 


“Subsequent
Closing” and “Subsequent Closing Date” as defined in Section 2.2(b) hereof.


 


“Subsidiaries”
shall mean any corporation or other entity or organization, whether incorporated or unincorporated, in which the Company owns, directly
or indirectly, any equity or other ownership interest or otherwise controls through contract or otherwise.


 


“Transaction
Documents” shall mean this Agreement, the Private Placement Memorandum, the Registration Rights Agreement, the Placement Agency
Agreement, the Notes, and the Escrow Agreement.


 


“Transfer”
shall mean any sale, transfer, assignment, conveyance, charge, pledge, mortgage, encumbrance, hypothecation, security interest or other
disposition, or to make or effect any of the above.


 


“Underwriter”
shall mean any entity engaged by the Company to serve as an underwriter in connection with a registration or offering of securities referred
to in Section 5.


 




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2.
Sale and Purchase of Securities.


 


2.1.
Purchase of Shares and/or Notes by Investors. Subject to the terms and conditions of this Agreement, on the Closing Date (as hereinafter
defined) each of the Investors shall severally, and not jointly, purchase, and the Company shall sell and issue to the Investors, the
Securities, in the respective amounts set forth on the signature pages attached hereto in exchange for the Purchase Price. Each Investor
may purchase Shares or Notes, or both, subject to acceptance by the Company at its sole discretion.


 


2.2
Closings.


 


(a)
First Closing. Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to each Investor,
and each Investor shall, severally and not jointly, purchase from the Company on the First Closing Date, such number of Securities set
forth on the signature pages attached hereto, which will be reflected opposite such Investor’s name on Exhibit A-1 (the
“First Closing”). The date of the First Closing is hereinafter referred to as the “First Closing Date.”


 


(b)
Subsequent Closing(s). The Company agrees to issue and sell to each Investor listed on the Subsequent Closing Schedule of Investors,
and each Investor agrees, severally and not jointly, to purchase from the Company on such Subsequent Closing Date such number of Securities
set forth on the signature pages attached hereto, which will be reflected opposite such Investor’s name on Exhibit A-2 (a
“Subsequent Closing”). There may be more than one Subsequent Closing; provided, however, that the final
Subsequent Closing shall take place within the time periods set forth in the Private Placement Memorandum. The date of any Subsequent
Closing is hereinafter referred to as a “Subsequent Closing Date.” Notwithstanding the foregoing, the maximum number
of Securities to be sold at the First Closing and all Subsequent Closings in the aggregate shall not exceed (i) 1,166,667 Shares (in
exchange for $7,000,000 in Purchase Price) and (ii) $3,000,000 in principal amount (and Purchase Price) of Notes.


 


(c)
Closing. The First Closing and any applicable Subsequent Closings are each referred to in this Agreement as a “Closing.”
The First Closing Date and any Subsequent Closing Dates are sometimes referred to herein as a “Closing Date.” All
Closings shall occur within the time periods set forth in the Private Placement Memorandum remotely via the exchange of documents and
signatures.


 


2.3.
Closing Deliveries. At each Closing, the Company shall deliver to the Investors, against delivery by the Investor of the Purchase
Price (as provided below), as applicable (i) duly issued certificates representing the Shares and (ii) Notes, dated as of the applicable
Closing Date, payable to the respective Investor in the principal amount set forth opposite such Investor’s name on Exhibit A-1
or Exhibit A-2, as the case may be (the “Principal Amount”). At each Closing, each Investor shall deliver or cause to be
delivered to the Company the Purchase Price set forth in its counterpart signature page annexed hereto by (i) surrendering the Bridge
Notes, or (ii) paying United States dollars via bank, certified or personal check which has cleared prior to the applicable Closing Date
or in immediately available funds, by wire transfer to the following escrow account:


 


US
Bank


5065
Wooster Road


Cincinnati,
OH 45226


Acct
Name: Delaware Trust Company


ABA#:
042000013


Acct
Address: 251 Little Falls Drive, Wilmington, DE 19808


Acct
#: 130125268891


FFC
Account Name: INTELLINETICS INC


FFC
Account #:


 




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3.
Representations, Warranties and Acknowledgments of the Investors.


 


Each
Investor, severally and not jointly, represents and warrants to the Company solely as to such Investor that:


 


3.1
Authorization. The execution, delivery and performance by such Investor of the Transaction Documents to which such Investor is
a party have been duly authorized and will each constitute the valid and legally binding obligation of such Investor, enforceable against
such Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
and similar laws of general applicability, relating to or affecting creditors’ rights generally.


 


3.2
Purchase Entirely for Own Account. The Securities to be received by such Investor hereunder will be acquired for such Investor’s
own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the Securities
Act, and such Investor has no present intention of selling, granting any participation in, or otherwise distributing the same in violation
of the Securities Act, without prejudice, however, to such Investor’s right at all times to sell or otherwise dispose of all or
any part of such Securities in compliance with applicable federal and state securities laws. Nothing contained herein shall be
deemed a representation or warranty by such Investor to hold the Securities for any period of time. Such Investor is not a broker-dealer
registered with the SEC under the Exchange Act or an entity engaged in a business that would require it to be so registered.


 


3.3.
Investment Experience. Such Investor acknowledges that the purchase of the Securities is a highly speculative investment and that
it can bear the economic risk and complete loss of its investment in the Securities and has such knowledge and experience in financial
or business matters such that it is capable of evaluating the merits and risks of the investment contemplated hereby.


 


3.4
Disclosure of Information. Such Investor has had an opportunity to receive all information related to the Company and the Securities
requested by it and to ask questions of and receive answers from the Company regarding the Company, its business and the terms and conditions
of the offering of the Securities. Neither such inquiries nor any other due diligence investigation conducted by such Investor shall
modify, amend or affect such Investor’s right to rely on the Company’s representations and warranties contained in this Agreement
and the Private Placement Memorandum. Such Investor acknowledges that it has received and reviewed the Private Placement Memorandum describing
the offering of the Securities (including copies of the Company’s relevant SEC Filings annexed to the Private Placement Memorandum.


 


3.5
Restricted Securities. Such Investor understands that the Securities, and the components thereof, are characterized as “restricted
securities” under the U.S. federal securities laws since they are being acquired from the Company in a transaction not involving
a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities
Act only in certain limited circumstances.


 


3.6
Legends. It is understood that, except as provided below, certificates evidencing the Shares may bear the following or any similar
legend:


 


(a)
“The securities represented hereby may not be transferred unless (i) such securities have been registered for sale pursuant to
the Securities Act of 1933, as amended, (ii) such securities may be sold pursuant to an available exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act, or (iii) the Company has received an opinion of counsel reasonably
satisfactory to it that such transfer may lawfully be made without registration under the Securities Act of 1933 or qualification under
applicable state securities laws.”


 




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(b)
If required by the authorities of any state in connection with the issuance of sale of the Shares, the legend required by such state
authority.


 


3.7
Accredited Investor. Such Investor is an accredited investor as defined in Rule 501(a) of Regulation D, as amended, under the
Securities Act (“Regulation D”).


 


3.8
No General Solicitation. Such Investor did not learn of the investment in the Securities as a result of any public advertising
or general solicitation.


 


3.9
Brokers and Finders. No Investor will have, as a result of the transactions contemplated by the Transaction Documents, any valid
right, interest or claim against or upon the Company, any Subsidiary or any other Investor, for any commission, fee or other compensation
pursuant to any agreement, arrangement or understanding entered into by or on behalf of such Investor.


 


4.
Representations and Warranties of the Company.


 


The
Company represents, warrants and covenants to the Investors that:


 


4.1.
Organization; Execution, Delivery and Performance.


 


(a)
The Company and each of its Subsidiaries, if any, is a corporation or other entity duly organized, validly existing and in good standing
under the laws of the jurisdiction in which it is incorporated or organized, with full power and authority (corporate and other) to own,
lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted. The
Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which its ownership
or use of property or the nature of the business conducted by it makes such qualification necessary except where the failure to be so
qualified or in good standing would not have a Material Adverse Effect.


 


(b)
(i) The Company has all requisite corporate power and authority to enter into and perform the Transaction Documents and to consummate
the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the
execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated
hereby and thereby (including without limitation, the issuance of the Securities) have been duly authorized by the Company’s Board
of Directors and no further consent or authorization of the Company, its Board of Directors, or its stockholders, is required, (iii)
each of the Transaction Documents has been duly executed and delivered by the Company by its authorized representative, and such authorized
representative is a true and official representative with authority to sign each such document and the other documents or certificates
executed in connection herewith and bind the Company accordingly, and (iv) each of the Transaction Documents constitutes, and upon execution
and delivery thereof by the Company will constitute, a legal, valid and binding obligation of the Company enforceable against the Company
in accordance with its terms, except to the extent limited by applicable bankruptcy, insolvency, reorganization, moratorium or other
laws of general application affecting enforcement of creditors’ rights and general principles of equity that restrict the availability
of equitable or legal remedies.


 




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4.2.
Securities Duly Authorized. The Shares to be issued to each such Investor pursuant to this Agreement, when issued and delivered
in accordance with the terms of this Agreement, will be duly and validly issued and will be fully paid and nonassessable and free from
all taxes or Liens with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of stockholders
of the Company. The issuance of the Notes is duly authorized and upon issuance in accordance with the terms of this Agreement, will be
duly and validly issued and will be free from all taxes or Liens with respect to the issue thereof. Subject to the accuracy of the representations
and warranties of the Investors to this Agreement, the offer and issuance by the Company of the Securities is exempt from registration
under the Securities Act.


 


4.3
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 will not: (i) conflict with or result in a violation of any provision of
the Certificate of Incorporation or By-laws or (ii) violate or conflict with, or result in a breach of any provision of, or constitute
a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license or instrument to which the Company or any
of its Subsidiaries is a party, except for possible violations, conflicts or defaults as would not, individually or in the aggregate,
have a Material Adverse Effect, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal
and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities
are subject) 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 for the failure of the Company to hold a shareholder meeting in 2012, as required by its By-laws, neither
the Company nor any of its Subsidiaries is in violation of its Certificate of Incorporation, By-laws or other organizational documents.
Neither the Company nor any of its Subsidiaries is in default (and no event has occurred which with notice or lapse of time or both could
put the Company or any of its Subsidiaries in default) under, and neither the Company nor any of its Subsidiaries has taken any action
or failed to take any action that would 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 by which any property or assets of the Company
or any of its Subsidiaries is bound or affected, or for possible defaults as would not, individually or in the aggregate, have a Material
Adverse Effect. The businesses of the Company and its Subsidiaries are not being conducted in violation of any law, rule ordinance or
regulation of any governmental entity, except for possible violations which would not, individually or in the aggregate, have a Material
Adverse Effect. Except for the filing with the SEC of one or more Registration Statements in accordance with the requirements of the
Registration Rights Agreement or as required under the Securities Act, the Exchange Act, the rules and regulations of the OTCQB and any
applicable state securities laws, the Company is not required to obtain any consent, authorization or order of, or make any filing or
registration with, any court, governmental agency, regulatory agency, self regulatory organization or stock market or any third party
in order for it to execute, deliver or perform any of its obligations under this Agreement or to issue and sell the Securities in accordance
with the terms hereof. All consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant
to the preceding sentence have been obtained or effected on or prior to the date hereof.


 


4.4.
Capitalization.


 


(a)
As of March 29, 2022, the authorized capital stock of the Company consists of (i) 25,000,000 shares of Common Stock, of which 2,831,169
shares are issued and outstanding, 629,030 shares are reserved for issuance pursuant to existing warrants to purchase Common Stock and
for issuance pursuant to the 2015 Intellinetics, Inc. Equity Incentive Plan. Except as described above or in the Private Placement Memorandum,
(i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings,
claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable
for any shares of capital stock of the Company or any of its Subsidiaries, 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, (ii) there are no agreements
or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities
under the Securities Act (except for the registration rights provisions contained herein) and (iii) there are no anti-dilution or price
adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that
will be triggered by the issuance of the Shares. All of such outstanding shares of capital stock are, or upon issuance will be, duly
authorized, validly issued, fully paid and nonassessable. No shares of capital stock of the Company are subject to preemptive rights
or any other similar rights of the stockholders of the Company or any Lien imposed through the actions or failure to act of the Company.


 






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(b)
In the Offering contemplated by this Agreement, up to 1,515,152 shares of Common Stock may be issued and up to an additional 151,515
shares of Common Stock may be issued if all the Placement Agent Warrants are exercised. The aggregate total number of Common Stock that
could be issued in this Offering is 1,666,667 (the “Maximum Number of Shares Offered”).


 


(c)
Thus, assuming and after giving effect to a fully-subscribed Offering, the Company anticipates that the authorized capital stock of the
Company will consist of 25,000,000 shares of Common Stock, of which 4,346,321 shares will be issued and outstanding, and 780,545 shares
will be reserved for issuance pursuant to warrants to purchase Common Stock and pursuant to the 2015 Intellinetics, Inc. Equity Incentive
Plan.







 


4.5.
SEC Information.


 


(a)
Since the filing of the “Form 10 information” referenced in Section 4.19 of this Agreement, the Company has timely filed
all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements
of the Exchange Act (all of the foregoing and all other documents filed with the SEC prior to the date hereof and all exhibits included
therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to
herein as the “SEC Documents”). The SEC Documents have been made available
to the Investors via the SEC’s EDGAR system. As of their respective dates, the SEC Documents complied in all material respects
with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents,
and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted
to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC
Documents (“Company Financial Statements”) complied as to form in all material respects with applicable accounting
requirements and the published rules and regulations of the SEC with respect thereto. The Company Financial Statements have been prepared
in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved (except
(i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements,
to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the
consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results
of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit
adjustments). Except as set forth in the Company Financial Statements, the Company has no liabilities, contingent or otherwise, other
than: (i) liabilities incurred in the ordinary course of business subsequent to September 30, 2019 (the fiscal period end of the Company’s
most recently-filed periodic report), and (ii) obligations under contracts and commitments incurred in the ordinary course of business
and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or
in the aggregate, are not material to the financial condition or operating results of the Company.


 






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(b)
The shares of Common Stock are currently available for quotation on the OTCQB. Except as set forth in the SEC Documents, the Company
has not received notice (written or oral) from the OTC Markets or the Financial Industry Regulatory Authority to the effect that the
Company is not in compliance with the continued listing and maintenance requirements of such market. The Company is in material compliance
with all such listing and maintenance requirements.


 


4.6
Permits; Compliance. The Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses,
permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and operate its properties
and to carry on its business as it is now being conducted (collectively, the “Company Permits”),
and there is no action pending or, to the knowledge of the Company, threatened regarding suspension or cancellation of any of the Company
Permits. Neither the Company nor any of its Subsidiaries is in conflict with, or in default or violation of, any of the Company Permits,
except for any such conflicts, defaults or violations which, individually or in the aggregate, would not reasonably be expected to have
a Material Adverse Effect. Since September 30, 2019, neither the Company nor any of its Subsidiaries has received any notification with
respect to possible conflicts, defaults or violations of applicable laws, except for notices relating to possible conflicts, defaults
or violations, which conflicts, defaults or violations would not have a Material Adverse Effect.


 


4.7
Litigation. Except as set forth in the SEC Documents, there is no action, suit, claim, 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, or their respective businesses, properties
or assets or their officers or directors in their capacity as such, that would have a Material Adverse Effect. The Company is unaware
of any facts or circumstances which might give rise to any of the foregoing. There has not been, and to the Company’s Knowledge,
there is not pending or contemplated, any investigation by the SEC involving the Company, any of its Subsidiaries or any current or former
director or executive officer of the Company or any of its Subsidiaries.


 


4.8
No Material Changes.


 


(a)
Since September 30, 2021, except as set forth in the SEC Documents, there has not been:


 


(i)
Any material adverse change in the financial condition, operations or business of the Company from that shown on the Company Financial
Statements, or any material transaction or commitment effected or entered into by the Company outside of the ordinary course of business;


 


(ii)
Any effect, change or circumstance which has had, or could reasonably be expected to have, a Material Adverse Effect; or


 


(iii)
Any incurrence of any material liability outside of the ordinary course of business.


 






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4.9
No General Solicitation. Neither the Company nor any person participating on the Company’s behalf in the transactions contemplated
hereby has conducted any “general solicitation,” as such term is defined in Regulation D promulgated under the Securities
Act, with respect to any of the Securities being offered hereby.


 


4.10
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly
or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require
registration under the Securities Act of the issuance of the Securities to the Investors. The issuance of the Securities to the Investors
will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any stockholder
approval provisions applicable to the Company or its securities.


 


4.11
No Brokers. Except as set forth in Section 9.1, the Company has taken no action which would give rise to any claim by any person
for brokerage commissions, transaction fees or similar payments relating to this Agreement or the transactions contemplated hereby.


 


4.12
Internal Controls. The Company is in material compliance with the provisions of the Sarbanes-Oxley Act of 2002 currently applicable
to the Company. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. The Company has established disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the Company and designed such disclosure controls and procedures to ensure that material information relating
to the Company, including the Subsidiaries, is made known to the certifying officers by others within those entities, particularly during
the period in which the Company’s most recently filed period report under the Exchange Act, as the case may be, is being prepared.
The Company’s certifying officers have evaluated the effectiveness of the Company’s controls and procedures as of the end
of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”).
The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about
the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation
Date, there have been no significant changes in the Company’s internal controls (as such term is defined in Item 308 of Regulation
S-K) or, to the Company’s Knowledge, in other factors that could significantly affect the Company’s internal controls. The
Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP
and the applicable requirements of the Exchange Act.


 


4.13
Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities as required under Regulation D within
fifteen (15) days after the first subscription is received by the Escrow Agent and to provide a copy thereof to the Placement Agent promptly
after such filing. The Company and the Placement Agent shall work together and take such action as the Company shall reasonably determine
is necessary to qualify the Securities for sale to the Investors at the applicable Closing pursuant to this Agreement under applicable
securities or “blue sky” laws of the states of the United States (or to obtain an exemption from such qualification).


 



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4.14
Disclosure. The Company confirms that neither it nor any other Person acting on its behalf has provided any of the Investors or
their agents or counsel with any information that constitutes or could reasonably be expected to constitute material, non-public information
concerning the Company or any of its Subsidiaries, other than the existence of the transactions contemplated by this Agreement and the
other Transaction Documents. The Company understands and confirms that each of the Investors will rely on the foregoing representations
in effecting transactions in securities of the Company. All disclosure provided to the Investors regarding the Company and its Subsidiaries,
their businesses and the transactions contemplated hereby, including the schedules to this Agreement, furnished by or on behalf of the
Company or any of its Subsidiaries is true and correct in all material respects and does not contain any untrue statement of a material
fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under
which they were made, not misleading. Each press release issued by the Company or any of its Subsidiaries during the twelve (12) months
preceding the date of this Agreement did not at the time of release contain any untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances
under which they are made, not misleading. No event or circumstance has occurred or information exists with respect to the Company or
any of its Subsidiaries or its or their business, properties, liabilities, results of operations or financial conditions, which, under
applicable law, rule or regulation, requires public disclosure at or before the date hereof or announcement by the Company but which
has not been so publicly disclosed. The Company acknowledges and agrees that no Investor makes or has made any representations or warranties
with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.


 


4.15
Intellectual Property Rights. The Company and its Subsidiaries own or possess adequate rights or licenses to use all trademarks,
trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, original works, inventions,
licenses, approvals, governmental authorizations, trade secrets and other intellectual property rights and all applications and registrations
therefor (“Intellectual Property Rights”) necessary to conduct their respective businesses as now conducted
and as presently proposed to be conducted. None of the Company’s or its Subsidiaries’ Intellectual Property Rights have expired,
terminated or been abandoned, or are expected to expire, terminate or be abandoned, within two (2) years from the date of this Agreement.
The Company has no knowledge of any infringement by the Company or any of its Subsidiaries of Intellectual Property Rights of others.
Except as set forth in the SEC Documents, there is no claim, action or proceeding being made or brought, or to the Company’s Knowledge,
being threatened, against the Company or any of its Subsidiaries regarding their Intellectual Property Rights. The Company is not aware
of any facts or circumstances which might give rise to any of the foregoing infringements or claims, actions or proceedings. The Company
and each of its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their
Intellectual Property Rights, except where failure to take such measures would not, either individually or in the aggregate, reasonably
be expected to result in a Material Adverse Effect.


 


4.16
Tax Status. Except for occurrences that would not, either individually or in the aggregate, reasonably be expected to result in
a Material Adverse Effect, the Company and each of its Subsidiaries (i) has timely made or filed all foreign, federal and state income
and all other tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has timely 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 (iii) 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. There are no unpaid taxes in
any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company and its Subsidiaries
know of no basis for any such claim. The Company is not operated in such a manner as to qualify as a passive foreign investment company,
as defined in Section 1297 of the U.S. Internal Revenue Code of 1986, as amended.


 


4.17
Acknowledgement Regarding Investors’ Trading Activity. It is understood and acknowledged by the Company that (i) following
the public disclosure of the transactions contemplated by the Transaction Documents in accordance with the terms thereof, none of the
Investors have been asked by the Company or any of its Subsidiaries to agree, nor has any Investor agreed with the Company or any of
its Subsidiaries, to desist from effecting any transactions in or with respect to (including, without limitation, purchasing or selling,
long and/or short) any securities of the Company, or “derivative” securities based on securities issued by the Company or
to hold any of the Shares for any specified term; (ii) any Investor, and counterparties in “derivative” transactions to which
any such Investor is a party, directly or indirectly, presently may have a “short” position in the Common Stock which was
established prior to such Investor’s knowledge of the transactions contemplated by the Transaction Documents; and (iii) each Investor
shall not be deemed to have any affiliation with or control over any arm’s length counterparty in any “derivative”
transaction. The Company further understands and acknowledges that following the public disclosure of the transactions contemplated by
the Transaction Documents, one or more Investors may engage in hedging and/or trading activities at various times during the period that
the Securities are outstanding, and such hedging and/or trading activities, if any, can reduce the value of the existing stockholders’
equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges
that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement or any other Transaction Document
or any of the documents executed in connection herewith or therewith.


 



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4.18
Manipulation of Price. Neither the Company nor any of its Subsidiaries has, and, to the Company’s Knowledge, no Person acting
on their behalf has, directly or indirectly, (i) taken any action designed to cause or to result in the stabilization or manipulation
of the price of any security of the Company or any of its Subsidiaries 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 (other than the Placement Agent),
or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company
or any of its Subsidiaries (other than the Placement Agent).


 


4.19
Shell Company Status. The Company was previously a “shell issuer”, as defined in Rule 144(i)(1), promulgated under
the Securities Act. The Company confirms that: (i) effective February 10, 2012, it ceased to be a “shell issuer”; (ii) it
has not been a “shell issuer” between February 10, 2012 and the date of this Agreement; (iii) it is subject to the reporting
requirements of Section 13 of the Exchange Act; (iv) it has filed all reports and other materials required to be filed by Section 13
of the Exchange Act during the 12 month period prior to the date of this Agreement, and (v) more than one year ago, it filed current
“Form 10 information”, as defined in Rule 144(i)(3), with the SEC, which reflects that it is not a “shell issuer”.


 


5.
Registration Rights.


 


5.1.
Mandatory Registration. The Company shall prepare and, as soon as practicable, but in no event later than 45 days after the First
Closing Date, file with the SEC a Registration Statement on Form S-3 covering the resale of all of the Registrable Securities, provided
that if Form S-3 is unavailable for such a registration, the Company shall register the resale of the Registrable Securities on another
appropriate form reasonably acceptable to the Investors and (ii) undertake to register the resale of the Registrable Securities on Form
S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then
in effect and the availability for use of each prospectus contained therein until such time as a Registration Statement on Form S-3 covering
the resale of all the Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available
for use. The Company shall use commercially reasonable efforts to have such initial Registration Statement, and each other Registration
Statement required to be filed pursuant to the terms of this Agreement, declared effective by the SEC as soon as practicable, but in
no event later than 90 days after the First Closing Date (or 90 days after such date when the Company is then obligated to file another
Registration Statement).


 


5.2.
PiggyBack Registration. Whenever the Company proposes to register any of its securities under the Securities Act, whether for
its own account or for the account of another stockholder (except for the registration of securities (A) to be offered pursuant to an
employee benefit plan on Form S-8 or (B) pursuant to a registration made on Form S-4, or any successor forms then in effect) at any time
and the registration form to be used may be used for the registration of the Registrable Securities (a “Piggyback Registration”),
it will so notify in writing all holders of Registrable Securities no later than the earlier to occur of (i) the tenth (10th)
day following the Company’s receipt of notice of exercise of other demand registration rights, or (ii) thirty (30) days prior to
the anticipated filing date. Subject to the provisions of this Agreement, the Company will include in the Piggyback Registration all
Registrable Securities, on a pro rata basis based upon the total number of Registrable Securities with respect to which the Company has
received written requests for inclusion within ten (10) business days after the applicable holder’s receipt of the Company’s
notice.


 




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5.3.
Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne
by the Company, whether or not any Registrable Securities are sold pursuant to the Registration Statement. The fees and expenses referred
to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation,
fees and expenses (A) with respect to filings required to be made with the trading market on which the Common Stock is then listed for
trading, and (B) in compliance with applicable state securities or Blue Sky laws, (ii) processing expenses of the Placement Agent, including,
but not limited to, printing expenses, messenger, telephone and delivery expenses and customary marketing expenses, (iii) fees and disbursements
of counsel and independent public accountants for the Company, (iv) fees and disbursements of one counsel to the Placement Agent, and
(v) filing fees and counsel fees of the Placement Agent if a determination is made that a FINRA Rule 5110 filing is required to be made
with respect to the Registration Statement.


 


5.4.
Offering. In the event the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant
to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Company,
or in any other manner, such that the Staff or the SEC do not permit such Registration Statement to become effective and used for resales
in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Investors participating
therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company
shall reduce the number of shares to be included in such Registration Statement until such time as the Staff and the SEC shall so permit
such Registration Statement to become effective as aforesaid. In making such reduction, the Company shall (X) reduce, and if necessary,
eliminate, in order, (i) any Registrable Securities that are not Shares or PA Warrant Shares then (ii) any Registrable Securities that
are not Shares, then (Y) if necessary, reduce the number of shares to be included by all Investors on a pro rata basis (based upon the
number of Registrable Securities otherwise required to be included for each Investor) unless the inclusion of shares by a particular
Investor or a particular set of Investors are resulting in the Staff or the SEC’s “by or on behalf of the Company”
offering position, in which event the shares held by such Investor or set of Investors shall be the only shares subject to reduction
(and if by a set of Investors on a pro rata basis by such Investors or on such other basis as would result in the exclusion of the least
number of shares by all such Investors). In addition, in the event that the Staff or the SEC requires any Investor seeking to sell securities
under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order
to permit such Registration Statement to become effective, and such Investor does not consent to being so named as an underwriter in
such Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered
on behalf of such Investor, until such time as the Staff or the SEC does not require such identification or until such Investor accepts
such identification and the manner thereof. Notwithstanding anything else to the foregoing, any reduction pursuant to this paragraph
will first reduce all securities that are not Registrable Securities,. In the event of any reduction in Registrable Securities pursuant
to this paragraph, an affected Investor shall have the right to require, upon delivery of a written request to the Company signed by
such Investor, the Company to file a registration statement within thirty (30) days of such request (subject to any restrictions imposed
by Rule 415 promulgated by the SEC under the Securities Act or required by the Staff or the SEC) for resale by such Investor in a manner
acceptable to such Investor, and the Company shall following such request cause to be and keep effective such registration statement
in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as:
(i) all Registrable Securities held by such Investor have been registered and sold pursuant to an effective Registration Statement in
a manner acceptable to such Investor or (ii) all Registrable Securities may be resold by such Investor without restriction (including,
without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate”
status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) such
Investor agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to such Investor as to all Registrable
Securities held by such Investor and that have not theretofore been included in a Registration Statement under this Agreement (it being
understood that the special demand right under this sentence may be exercised by an Investor multiple times and with respect to limited
amounts of Registrable Securities in order to permit the resale thereof by such Investor as contemplated above).


 




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5.5.
Indemnification.


 


(a)
Indemnification by the Company. The Company will indemnify and hold harmless each Investor and its officers, directors, members,
shareholders, partners, representatives, employees and agents, successors and assigns, and each other person, if any, who controls such
Investor within the meaning of the Securities Act, against any losses, obligations, claims, damages, liabilities, contingencies, judgments,
fines, penalties, charges, costs (including, without limitation, court costs, reasonable attorneys’ fees and costs of defense and
investigation), amounts paid in settlement or expenses, joint or several, (collectively, “Claims”) incurred in investigating,
preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any
court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an indemnified
party is or may be a party thereto, to which any of them may become subject insofar as such Claims (or actions or proceedings, whether
commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of
any material fact contained in any Registration Statement, any preliminary prospectus or final prospectus contained therein, or the Private
Placement Memorandum, or any amendment or supplement thereof; (ii) any blue sky application or other document executed by the Company
specifically for that purpose or based upon written information furnished by the Company filed in any state or other jurisdiction in
order to qualify any or all of the Registrable Securities under the securities laws thereof (any such application, document or information
herein called a “Blue Sky Application”); (iii) the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading; (iv) any violation by the Company or its agents of any
rule or regulation promulgated under the Securities Act applicable to the Company or its agents and relating to action or inaction required
of the Company in connection with such registration; or (v) any failure to register or qualify the Registrable Securities included in
any such Registration Statement in any state where the Company or its agents has affirmatively undertaken or agreed in writing that the
Company will undertake such registration or qualification on an Investor’s behalf and will reimburse such Investor, and each such
officer, director or member and each such controlling person for any legal or other expenses reasonably incurred by them in connection
with investigating or defending any such Claim or action; provided, however, that the Company will not be liable in any
such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged
untrue statement or omission or alleged omission so made in conformity with information furnished by such Investor or any such controlling
person in writing specifically for use in such Registration Statement or Prospectus.


 


(b)
Indemnification by the Investors. Each Investor agrees, severally but not jointly, to indemnify and hold harmless, to the fullest
extent permitted by law, the Company, its directors, officers, employees, stockholders, partner, representatives and each person who
controls the Company (within the meaning of the Securities Act) against any Claims resulting from any untrue statement of a material
fact or any omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary prospectus or
amendment or supplement thereto or necessary to make the statements therein not misleading, to the extent, but only to the extent that
such untrue statement or omission is contained in any information furnished in writing by such Investor to the Company specifically for
inclusion in such Registration Statement or Prospectus or amendment or supplement thereto. In no event shall the liability of an Investor
be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Investor in connection with any claim relating
to this Section 5.3 and the amount of any damages such Investor has otherwise been required to pay by reason of such untrue statement
or omission) received by such Investor upon the sale of the Registrable Securities included in the Registration Statement giving rise
to such indemnification obligation.


 




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(c)
Conduct of Indemnification Proceedings. Any person entitled to indemnification hereunder shall (i) give prompt notice to the indemnifying
party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such
claim with counsel reasonably satisfactory to the indemnified party; provided that any person entitled to indemnification hereunder
shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel
shall be at the expense of such person unless (a) the indemnifying party has agreed to pay such fees or expenses, or (b) the indemnifying
party shall have failed to assume the defense of such claim or employ counsel reasonably satisfactory to such person or (c) in the reasonable
judgment of any such person, based upon written advice of its counsel, a conflict of interest exists between such person and the indemnifying
party with respect to such claims (in which case, if the person notifies the indemnifying party in writing that such person elects to
employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense
of such claim on behalf of such person); and provided, further, that the failure of any indemnified party to give notice
as provided herein shall not relieve the indemnifying party of its obligations hereunder, except to the extent that such failure to give
notice shall materially adversely affect the indemnifying party in the defense of any such claim or litigation. It is understood that
the indemnifying party shall not, in connection with any proceeding in the same jurisdiction, be liable for fees or expenses of more
than one separate firm of attorneys at any time for all such indemnified parties. No indemnifying party will, except with the consent
of the indemnified party, which consent shall not be unreasonably withheld or delayed, consent to entry of any judgment or enter into
any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party
of a release from all liability in respect of such claim or litigation.


 


(d)
Contribution. If for any reason the indemnification provided for in the preceding paragraphs (a) and (b) is unavailable to an
indemnified party or insufficient to hold it harmless, other than as expressly specified therein, then the indemnifying party shall contribute
to the amount paid or payable by the indemnified party as a result of such Claim in such proportion as is appropriate to reflect the
relative fault of the indemnified party and the indemnifying party, as well as any other relevant equitable considerations. No person
guilty of fraudulent misrepresentation within the meaning of Section 11(f) of the Securities Act shall be entitled to contribution from
any person not guilty of such fraudulent misrepresentation. In no event shall the contribution obligation of a holder of Registrable
Securities be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such holder in connection with any
claim relating to this Section 5.3 and the amount of any damages such holder has otherwise been required to pay by reason of such untrue
or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to
such contribution obligation.


 


5.6.
Cooperation by Investor. Each Investor shall furnish to the Company or the Underwriter, as applicable, such information regarding
the Investor and the distribution proposed by it as the Company may reasonably request in connection with any registration or offering
referred to in this Section 5. Each Investor shall cooperate as reasonably requested by the Company in connection with the preparation
of the registration statement with respect to such registration, and for so long as the Company is obligated to file and keep effective
such registration statement, shall provide to the Company, in writing, for use in the registration statement, all such information regarding
the Investor and its plan of distribution of the Securities included in such registration as may be reasonably necessary to enable the
Company to prepare such registration statement, to maintain the currency and effectiveness thereof and otherwise to comply with all applicable
requirements of law in connection therewith.


 




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6.
Transfer Restrictions.


 


6.1.
Transfer or Resale. Each Investor understands that:


 


(i)
Except as provided in the Registration Rights Agreement, the sale or resale of all or any portion of the Securities has not been and
is not being registered under the Securities Act or any applicable state securities laws, and all or any portion of the Securities may
not be transferred unless:


 


(A)
the Securities are sold pursuant to an effective registration statement under the Securities Act;


 


(B)
the Investor shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel that shall be in form, substance
and scope reasonably acceptable to the Company, to the effect that the Securities to be sold or transferred may be sold or transferred
pursuant to an exemption from such registration;


 


(C)
the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the Securities Act (or
a successor rule) (“Rule 144”)) of the Investor who agrees to sell or otherwise transfer the Securities only in accordance
with this Section 6.1 and who is an Accredited Investor;


 


(D)
the Securities are sold pursuant to Rule 144; or


 


(E)
the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule) (“Regulation S”);


 


and,
in each case, the Investor shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel, in form,
substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary,
the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.


 


6.2
Transfer Agent Instructions. If an Investor provides the Company with a customary opinion of counsel, that shall be in form, substance
and scope reasonably acceptable to the Company, to the effect that a public sale or transfer of such Securities may be made without registration
under the Securities Act and such sale or transfer is effected, the Company shall permit the transfer and promptly instruct its transfer
agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by such Investor.
The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investors, by vitiating
the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach
of its obligations under this Section 6.2 may be inadequate and agrees, in the event of a breach or threatened breach by the Company
of the provisions of this Section, that the Investors shall be entitled, in addition to all other available remedies, to an injunction
restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other
security being required.


 




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6.3
Public Information. At any time during the period commencing from the six (6) month anniversary of the Closing Date and ending
on the two (2) year anniversary of the Closing Date, if the Company shall fail for any reason to satisfy the current public information
requirement under Rule 144(c) (a “Public Information Failure”) then, in addition to such Investor’s other available
remedies, the Company shall pay to each Investor, in cash, as partial liquidated damages and not as a penalty, by reason of any such
delay in or reduction of its ability to sell the Shares, an amount in cash equal to one percent (1.0%) of the aggregate Purchase Price
of such Investor’s Shares on the day of a Public Information Failure and on every thirtieth (30th) day (pro-rated for
periods totaling less than thirty days) thereafter until the earlier of (a) the date such Public Information Failure is cured and (b)
such time that such public information is no longer required for the Investors to transfer the Shares pursuant to Rule 144. The payments
to which an Investor shall be entitled pursuant to this Section 6.3 are referred to herein as “Public Information Failure Payments.”
Public Information Failure Payments shall be paid on the earlier of (i) the last day of the calendar month during which such Public Information
Failure Payments are incurred and (ii) the third (3rd) Business Day after the event or failure giving rise to the Public Information
Failure Payments is cured. In the event the Company fails to make Public Information Failure Payments in a timely manner, such Public
Information Failure Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full. Nothing
herein shall limit such Investor’s right to pursue actual damages for the Public Information Failure, and such Investor shall have
the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance
and/or injunctive relief.


 


7.
Conditions to Closing of the Investors.


 


The
obligation of each Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, at or before the applicable
Closing Date, of each of the following conditions, provided that these conditions are for each Investor’s sole benefit and may
be waived by such Investor at any time in its sole discretion by providing the Company with prior written notice thereof:


 


7.1
Representations, Warranties and Covenants. The representations and warranties of the Company shall be true and correct in all
material respects as of the date when made and as of the Closing Date as though originally 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 in all material respects with the covenants, agreements and conditions required to be performed,
satisfied or complied with by the Company at or prior to the Closing Date. Such Investor shall have received a certificate, executed
by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as
may be reasonably requested by such Investor in the form reasonably acceptable to such Investor.


 


7.2
Consents. The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary
for the sale of the Securities.


 


7.3
Delivery by Company. The Company shall have duly executed and delivered to such Investor (A) each of the other Transaction Documents,
(B) an instruction letter to the Company’s transfer agent regarding the issuance of the Shares in the number as is set forth on
the signature page hereby being purchased by such Investor at the Closing pursuant to this Agreement, and (C) the Notes in the Principal
Amount set forth on the signature page hereby being purchased by such Investor at the Closing pursuant to this Agreement.


 




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7.4
Legal Opinion. Such Investor shall have received the opinion of the Company’s counsel, dated as of the Closing Date, in
the form reasonably acceptable to such Investor.


 


7.5
No Material Adverse Effect. Since the date of first execution of this Agreement, no event or series of events shall have occurred
that reasonably would have or result in a Material Adverse Effect.


 


7.6
No Prohibition. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered,
promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the
transactions contemplated by the Transaction Documents.


 


7.7
Other Documents. The Company shall have delivered to such Investor such other documents, instruments or certificates relating
to the transactions contemplated by this Agreement as such Investor or its counsel may reasonably request.


 


8.
Conditions to Closing of the Company.


 


The
obligations of the Company to effect the transactions contemplated by this Agreement with each Investor are subject to the fulfillment
at or prior to each Closing Date of the conditions listed below.


 


8.1.
Representations and Warranties. The representations and warranties made by such Investor in Section 3 shall be true and correct
in all material respects at the time of Closing as if made on and as of such date.


 


8.2.
Corporate Proceedings. All corporate and other proceedings required to be undertaken by such Investor in connection with the transactions
contemplated hereby shall have occurred and all documents and instruments incident to such proceedings shall be reasonably satisfactory
in substance and form to the Company.


 


8.4.
Simultaneous Closing of Acquisition. The Company shall have received all requisite approvals internally and from the owners of
Yellow Folder, LLC (“Yellow Folder”) to effectuate the closing of an acquisition of substantially all the assets of Yellow
Folder by the Company, with such acquisition closing to be simultaneous with, or immediately following, the First Closing of the Offering.


 


9.
Miscellaneous.


 


9.1.
Compensation of Placement Agent. The Investor acknowledges that it is aware that the Placement Agent will receive from the Company,
in consideration for its services as financial advisor and placement agent in respect of the transactions contemplated hereby, (a) a
commission success fee equal to 8% of the Purchase Price of the Securities sold at each Closing, payable in cash, (b) an expense allowance,
which shall include reasonable reimbursement of expenses incurred in connection with the transactions contemplated hereby (c) reimbursement
for all filing fees the Placement Agent is required to pay the Financial Industry Regulatory Authority (“FINRA”) and reasonable
fees and expenses of legal counsel to Placement Agent in connection with such filings with FINRA; (d) five-year warrants to purchase
such number of shares of the Company’s Common Stock equal to ten percent (10%) of the number of Shares sold in the Offering, at
an exercise price equal to $4.62 per share; and (e) an extension of all currently outstanding warrants previously issued by the Company
to the Placement Agent until a new expiration date of March 30, 2027.


 




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9.2.
Notices. All notices, requests, demands and other communications provided in connection with this Agreement shall be in writing
and shall be deemed to have been duly given at the time when hand delivered, delivered by express courier, or sent by facsimile (with
receipt confirmed by the sender’s transmitting device) in accordance with the contact information provided below or such other
contact information as the parties may have duly provided by notice.


 


	The
    Company:	With
    a copy to:	Kegler,
    Brown, Hill & Ritter Co., L.P.A.
	 	 	65
    E. State St., Ste 1800 
	Intellinetics,
    Inc.	 	Columbus,
    Ohio 43215 
	2190
    Dividend Drive	 	Telephone:	(614)
                                            462-5400

    

	Columbus,
    Ohio 43228-3806	 	Facsimile:	(614)
                                            464-2634

    

	Telephone:	(614)
    388-8909	 	Attention:	Erin
                                            C. Herbst

    

	Attention:	James
    F. DeSocio,	 	 	 
	 	President
    and 	 	 	 
	 	Chief
    Executive Officer	 	 	 


 


The
Investors:


 


As
per the contact information provided on the signature pages hereof.


 


Taglich
Brothers, Inc.:


 


	Taglich
    Brothers, Inc.	 
	37
    Main St.	 
	Cold
    Spring Harbor, NY 11724	 
	Telephone:	(212)
    661-6886	 
	Facsimile:	(212)
    661-6824	 
	Attention:	William
    M. Cooke, CFA	 
	 	Vice
    President, Investment Banking	 


 


9.3
Survival of Representations and Warranties. Each party hereto covenants and agrees that the representations and warranties of
such party contained in this Agreement shall survive the Closing. Each Investor shall be responsible only for its own representations,
warranties, agreements and covenants hereunder.


 


9.4
Indemnification.


 


(a)
The Company agrees to indemnify and hold harmless each Investor and its Affiliates and their respective directors, officers, employees
and agents from and against any and all losses, claims, damages, liabilities and expenses (including without limitation reasonable attorney
fees and disbursements and other expenses incurred in connection with investigating, preparing or defending any action, claim or proceeding,
pending or threatened and the costs of enforcement thereof) (collectively, “Losses”) to which such Person may become
subject as a result of any breach of representation, warranty, covenant or agreement made by or to be performed on the part of the Company
under the Transaction Documents, and will reimburse any such Person for all such amounts as they are incurred by such Person.


 




    	 	19	 



     


    

 


(b)
Promptly after receipt by any Investor (the “Indemnified Person”) of notice of any demand, claim or circumstances
which would or might give rise to a claim or the commencement of any action, proceeding or investigation in respect of which indemnity
may be sought pursuant to Section 9.4, such Indemnified Person shall promptly notify the Company in writing and the Company shall assume
the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Person, and shall assume the payment
of all fees and expenses; provided, however, that the failure of any Indemnified Person so to notify the Company shall
not relieve the Company of its obligations hereunder except to the extent that the Company is materially prejudiced by such failure to
notify. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such
counsel shall be at the expense of such Indemnified Person unless: (i) the Company and the Indemnified Person shall have mutually agreed
to the retention of such counsel; or (ii) in the reasonable judgment of counsel to such Indemnified Person representation of both parties
by the same counsel would be inappropriate due to actual or potential differing interests between them. The Company shall not be liable
for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled
with such consent, or if there be a final judgment for the plaintiff, the Company shall indemnify and hold harmless such Indemnified
Person from and against any loss or liability (to the extent stated above) by reason of such settlement or judgment. Without the prior
written consent of the Indemnified Person, which consent shall not be unreasonably withheld, the Company shall not effect any settlement
of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could
have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Person
from all liability arising out of such proceeding.


 


9.5.
Entire Agreement. This Agreement contains the entire agreement between the parties hereto in respect of the subject matter contained
herein and supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter contained
herein.


 


9.6
Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors
and assigns, and, except for the Placement Agent and other registered broker-dealers, if any, who are specifically agreed to be and acknowledged
by each party as third party beneficiaries hereof, is not for the benefit of, nor may any provision hereof be enforced by, any other
person.


 


9.7.
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and
assigns. Neither the Company nor any Investor shall assign this Agreement or any rights or obligations hereunder without the prior written
consent of the other. Notwithstanding the foregoing, but subject to the provisions of Section 6.1 hereof, any Investor may, without the
consent of the Company, assign its rights hereunder to any person that purchases Securities in a private transaction from an Investor
or to any of its “affiliates,” as that term is defined under the 1934 Act.


 


9.8.
Public Disclosures. The Company shall on or before 5:30 p.m., New York time, on the fourth (4th) Business Day after
the date of this Agreement, (x) issue a press release (the “Press Release”) reasonably acceptable to the Investors
disclosing all the material terms of the transactions contemplated by the Transaction Documents and (y) file a Current Report on Form
8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934
Act and attaching all the material Transaction Documents aside from the Confidential Private Placement Memorandum (including, without
limitation, this Agreement and all schedules to this Agreement) (including all attachments, the “8-K Filing”). From
and after the issuance of the Press Release and 8-K Filing, the Company shall have disclosed all material, non-public information (if
any) delivered to any of the Investors by the Company in connection with the transactions contemplated by the Transaction Documents.
Neither the Company nor any Investor shall issue any press releases or any other public statements with respect to the transactions contemplated
hereby; provided, however, the Company shall be entitled, without the prior approval of any Investor, to make a press release or other
public disclosure with respect to such transactions as is required by applicable law and regulations. Without the prior written consent
of the applicable Investor (which may be granted or withheld in such Investor’s sole discretion), the Company shall not disclose
the name of such Investor in any filing (other than in the 8-K Filing, any Registration Statement registering the Shares and any other
filing as is required by applicable law and regulations), announcement, release or otherwise.


 




    	 	20	 



     


    

 


9.9.
Binding Effect; Benefits. This Agreement and all the provisions hereof shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns; nothing in this Agreement, expressed or implied, is intended to confer
on any persons other than the parties hereto or their respective successors and permitted assigns, any rights, remedies, obligations
or liabilities under or by reason of this Agreement.


 


9.10.
Amendment; Waivers. All modifications, amendments or waivers to this Agreement shall require the written consent of all of the
following: (a) the Company, (b) a majority-in-interest of the Investors in Shares (based on the number of Shares purchased hereunder),
and (c) a majority-in-interest of the Investors in Notes (based on the principal amount of Notes purchased hereunder and then-outstanding).


 


9.11.
Applicable Law; Disputes. This Agreement shall be governed by and construed in accordance with the laws of the State of New York
without giving effect to the conflict of law provisions thereof, and the parties hereto irrevocably submit to the exclusive jurisdiction
of the United States District Court for the Southern District of New York, or, if jurisdiction in such court is lacking, the Supreme
Court of the State of New York, New York County, in respect of any dispute or matter arising out of or connected with this Agreement


 


9.12.
Further Assurances. Each party hereto shall do and perform or cause to be done and performed all such further acts and shall execute
and deliver all such other agreements, certificates, instruments and documents as any other party hereto reasonably may request in order
to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


9.13.
Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and
all of which taken together shall constitute one and the same instrument. This Agreement may also be executed via facsimile or by e-mail
delivery of a “pdf” format data file, which shall be deemed an original.


 


9.14
Independent Nature of Investors. The obligations of each Investor under this Agreement or other transaction document are several
and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the
obligations of any other Investor under this Agreement or any other transaction document. Each Investor shall be responsible only for
its own representations, warranties, agreements and covenants hereunder. The decision of each Investor to purchase Securities pursuant
to this Agreement has been made by such Investor independently of any other Investor and independently of any information, materials,
statements or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations, condition (financial
or otherwise) or prospects of the Company which may have been made or given by any other Investor or by any agent or employee of any
other Investor, and no Investor or any of its agents or employees shall have any liability to any other Investor (or any other person)
relating to or arising from any such information, materials, statements or opinions. Nothing contained herein or in any other transaction
document, and no action taken by any Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as a partnership,
an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert
or as a group with respect to such obligations or the transactions contemplated by this Agreement. Except as otherwise provided in this
Agreement or any other transaction document, each Investor shall be entitled to independently protect and enforce its rights arising
out of this Agreement or out of the other transaction documents, and it shall not be necessary for any other Investor to be joined as
an additional party in any proceeding for such purpose. Each Investor has been represented by its own separate legal counsel in connection
with the transactions contemplated hereby and acknowledge and understand that Kegler, Brown, Hill & Ritter Co., L.P.A. has served
as counsel to the Company only.


 


9.15
Omnibus Signature Page. This Agreement is intended to be read and construed in conjunction with the Transaction Documents pertaining
to the issuance by the Company of the Securities to the Investors. Accordingly, it is hereby agreed that the execution by the Investor
and the Company of this Agreement, in the place set forth herein, shall constitute an agreement to be bound by the terms and conditions
of both this Agreement and the Registration Rights Agreement with the same effect as if both this Agreement and the Registration Rights
Agreement were separately signed.


 


[SIGNATURE
PAGES IMMEDIATELY FOLLOW]


 




    	 	21	 



     


    

 


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


 


	 	INTELLINETICS,
    INC.
	 	 
	 	By:	
	 	 	James F. DeSocio
	 	 	President
    and Chief Executive Officer


 


	 	INVESTORS:

     

    The
    Investors executing the Signature Page in the form attached hereto as Annex A and delivering the same to the Company or its
    agents shall be deemed to have executed this Agreement and the Registration Rights Agreement and agreed to the terms hereof and thereof.



 




    	 	22	 



     


    

 


Annex
A


Securities
Purchase Agreement


Investor
Counterpart Signature Page


 


The
undersigned, desiring to: (i) enter into this Securities Purchase Agreement dated as of _________ __, 2022 (the “Agreement”),
with the undersigned, Intellinetics, Inc., a Nevada corporation (the “Company”), in or substantially in the form furnished
to the undersigned and (ii) purchase the Shares and/or Notes as set forth below, hereby agrees to purchase such Shares and/or Notes from
the Company as of the Closing and further agrees to join the Agreement as a party thereto, with all the rights and privileges appertaining
thereto, and to be bound in all respects by the terms and conditions thereof. The undersigned specifically acknowledges having read the
representations in the Agreement section entitled “Representations, Warranties and Acknowledgments of the Investors,” and
hereby represents that the statements contained therein are complete and accurate with respect to the undersigned as an Investor.


 


	The
    Investor hereby elects to purchase: 	 	Name
    of Investor:
	(to
    be completed by Investor)	 	 	 
	 	 	  	 
	 	 	If
    an entity:
	 	 	Print
    Name of Entity:
	 	 	 	 
	Common
    Stock:	 	 
	________________________
    Shares at a purchase price of $4.62 per Share	 	Signature:	 
	 	 	 	 
	 	 	Name:
    	 
	Total
    Share Purchase Price of	 	 	 
	 	 	Title:	 
	$_____________________________	 	 	 
	 	 	 	 
	12%
    Subordinated Note:	 	 	 
	 	 	 	 
		 	If
    an individual:
	$_______________________
    Notes	 	 	 
	 	 	Print
    Name:	 
	 	 	 	 
	 	 	Signature:	 
	 	 	 	 
	Total
    Purchase Price	 	 	 
		 	If
    joint individuals:
	$______________________________	 	 	 
	 	 	Print
    Name:	 
	 	 	 	 
	 	 	Signature:	 
	 	 	 	 
	 	 	All
    Investors:
	 	 	 	 
	 	 	Address:	 
	 	 	 	 
	 	 	 
	 	 	 	 
	 	 	Telephone
    No.: 	 
	 	 	 	 
	 	 	Email
    Address:	 


 




    	 	23	 



     


    

 


Exhibit
A-1


 


Closing
held on April 1, 2022


 


Schedule
of Investors


 


	Investor	 	Shares	 	Note
    Principal Amount	 	Purchase
    Price
	 	 	 	 	 	 	 
	FIRST
                                            CLOSING

    TOTAL
	 	 	 	 	 	 


 




    	 	24	 



     


    

 


Exhibit
B


 


Form
of Subordinated Promissory Note