Exhibit 10.1 


 


SECURITIES PURCHASE AGREEMENT


 


This Securities Purchase Agreement
(this “Agreement”) is dated as of April 8, 2022 between Digital Brands Group, Inc., a Delaware corporation
(“Company”), and each purchaser identified on the Annex A hereto (each, including its successors and assigns,
an “Investor” and collectively, the “Investors”).


 


WHEREAS,
the Investors wish to purchase from the Company, and the Company wishes to sell and issue to the Investors, (i) 20% OID
promissory notes in the form set forth in Appendix B hereto (each, a “Note” and collectively, the “Notes”),
and (ii) warrants in the form set forth in Appendix C (each a “Warrant” and collectively, the “Warrants”),
subject to the terms and conditions therein contained;


 


WHEREAS,
Alexander Capital, L.P. (“Placement Agent”) is acting as the exclusive placement agent for the offering of Notes and
Warrants contemplated by this Agreement (“Offering”); and


 


WHEREAS,
the Company and Investors are executing and delivering this Agreement in reliance upon an exemption from securities registration requirements
of the Securities Act afforded by the provisions of Section 4(a)(2) and/or Rule 506(b) of Regulation D promulgated
thereunder by the U.S. Securities and Exchange Commission.


 


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


 


ARTICLE I. DEFINITIONS


 


Section 1.01. Definitions.
In addition to the terms defined elsewhere in this Agreement:


 


(a)            capitalized
terms that are not otherwise defined herein have the meanings given to such terms in the Notes (as defined herein), and


 


(b)            the
following terms have the meanings set forth in this Agreement:


 


“$” or “USD”
means United States Dollars.


 


“Action”
shall have the meaning ascribed to such term in Section 3.01(j).


 


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


 


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


 


“Business Day”
means any day except Saturday, Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions
in the State of New York are authorized or required by law or other governmental action to close. If the last or appointed day for the
taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then such action may be taken
or such right may be exercised on the next succeeding Business Day.


 


“Closing” means the
closing of the purchase and sale of the Securities pursuant to section 2.01.


 


“Closing Date”
means for any Securities, the Business Day when: (i) all of the Transaction Documents for such Securities have been executed and
delivered by the applicable parties thereto, and conditions precedent to the applicable Investors’ obligations to pay the Subscription
Amount; and (ii) the Company’s obligations to deliver such Securities have been satisfied or waived.


 






     


     


    

 


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


 


“Common Stock”
means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter
be reclassified or changed.


 


“Confidential Investor
Questionnaire” means the Confidential Investor Questionnaire attached as Appendix A hereto.


 


“Conversion Shares”
means the shares of Common Stock issuable upon the default conversion set forth in the Notes.


 


“Exempt Issuance”
means the issuance of: (i) shares of Common Stock or options to employees, officers, or directors of the Company pursuant to any
stock or option plan duly adopted by a majority of the Board of Directors of the Company or a majority of the members of a committee of
directors established for such purpose.


 


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


 


“Existing Convertible
Instruments” means the convertible instruments existing prior to the Closing Date listed in Exhibit A.


 


“FINRA” means the
Financial Industry Regulatory Authority.


 


“GAAP”
shall have the meaning ascribed to such term in Section 3.01(h).


 


“Intellectual Property”
mean any and all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions,
copyrights, licenses and other intellectual property rights and similar rights as necessary or material for use in connection with its
business and which the failure to so have could reasonably be expected to have a Material Adverse Effect.


 


“Lead Investor” means
Target Capital 9 LLC.


 


“Legend Removal Date”
shall have the meaning ascribed to such term in section 4.01(c).


 


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


 


“Material Adverse
Effect” shall have the meaning ascribed to such term in Section  3.01(b).


 


“Material Permits”
shall have the meaning ascribed to such term in Section 3.01(n).


 


“Maximum Offering
Amount” means an aggregate Subscription Amount of up to USD Two Million U.S. Dollars ($2,000,000).


 


“Notes”
means the 20% OID promissory notes issued by the Company to the Investors hereunder, in the form of Appendix B attached hereto.


 






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


 


“Placement Agent”
has the meaning ascribed to such term in the recitals hereof.


 


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


 


“Required Approvals”
shall have the meaning ascribed to such term in Section 3.01(e).


 


“Required Minimum”
means, as of any date, upon the request of the holder of the Note (“Holder”), the maximum aggregate number of shares
of Conversion Shares and Warrants Shares then issued or potentially issuable in the future pursuant to this Agreement or exercise of the
Warrants, ignoring any exercise limits set forth therein.


 


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


 


“Securities” means
the Notes and the Warrants.


 


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


 


“State Securities
Laws” means the securities (or “blue sky”) rules, regulations or other similar laws


 


of a particular state.


 


“Subscription Amount”
means, as to each Investor, the aggregate amount to be paid for the Securities purchased hereunder as specified below such Investor’s
name on Annex A of this Agreement and next to the heading “Aggregate Subscription Amount,” in United States dollars
and in immediately available funds.


 


“Subsidiary”
means any subsidiary of the Company as set forth on Schedule 3.01(a) hereto and shall, where applicable, include any direct
or indirect subsidiary of the Company formed or acquired after the date hereof.


 


“Termination Date”
means a date determined by the Company on which the offering of the Securities shall terminate.


 


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


 


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


 


“Transaction Documents”
means this Agreement, the Notes, the Warrants, the Underlying Shares and all appendices, exhibits and schedules hereto and thereto and
any other documents or agreements executed in connection with the transactions contemplated hereunder.


 






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“Trigger Financing”
means any securities, capital raising, loan, investment or other transaction, or series of related transactions, whether publicly offered
or privately arranged, resulting in a debt and/or equity financing of the Company or any Subsidiary of $5,000,000 or more (whether or
not fully borrowed or funded).


 


“Underlying Securities”
means the Warrant Shares and the Conversion Shares.


 


“Warrants”
means the warrants issued by the Company to the Investors hereunder, in the form of Appendix C attached hereto.


 


“Warrant Coverage
Number” means, with respect to any Investor, the (A) product of (i) the “Original Principal Amount” of
the Notes purchased by such Investor hereunder, and (ii) 50% divided by (B) the “Exercise Price” then in
effect (and as defined) under the Warrants.


 


“Warrant Shares”
means the shares of Common Stock issuable upon the exercise of the Warrants.


 


ARTICLE II. PURCHASE AND SALE


 


Section 2.01         Closing.
On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery
of this Agreement by the parties hereto, the Company agrees to sell, and the Investors, severally and not jointly, agree to purchase,
the Securities up to the Maximum Offering Amount. At the Closing, the Investors shall deliver, via wire transfer, immediately available
funds equal to the Investors’ aggregate Subscription Amounts to the Company and the Company shall deliver to each Investor its respective
Notes and Warrants. The Company and each Investor shall deliver the other items set forth in section 2.02 deliverable at the Closing.
Upon satisfaction of the conditions set forth in section 2.02 and section 2.03, the Closing shall occur at the offices of Placement Agent’s
counsel, or such other location as the parties shall mutually agree or may be closed remotely by electronic delivery of documents. The
Company may conduct multiple closings for the sale of the Securities until it has received the Maximum Offering Amount. The Closing Date
for any Securities shall be the date indicated on the applicable Investor signature pages attached hereto and the final Closing Date
shall be no later than the Termination Date.


 


Section 2.02         Closing
Deliverables.


 


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


 


		(i)	this Agreement executed by the Company;



 


		(ii)	a Note, registered in the name of such Investor, with an original principal amount equal to the product:
(A) such Investor’s Subscription Amount and (B) 125%;



 


		(iii)	a Warrant, registered in the name of such Investor, for the purchase of such Investor’s Warrant
Coverage Number of shares of Common Stock;



 


		(iv)	the Registration Rights Agreement executed by the Company; and



 


		(v)	an officer’s certificate of the Company certifying the Company’s: (A) certified charter
(or similar formation document); (B) good standing certificate in its state of incorporation (or formation); (C) bylaws (or
similar governing document); (D) resolutions of the Board of directors (or similar governing body) approving and authorizing the
execution, delivery and performance of the Transaction Documents and the transactions contemplated thereby.



 






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


 


		(i)	this Agreement executed by such Investor;



 


		(ii)	such Investor’s Subscription Amount by wire transfer to counsel of the Placement Agent pursuant
to the wiring instructions set forth in section 2.03(c); and



 


		(iii)	a duly completed and signed Confidential Investor Questionnaire along with such other duly completed and
signed questionnaires as may be requested by the Placement Agent.



 


Section 2.03         Closing
Conditions.


 


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


 


		(i)	the accuracy in all material respects on the Closing Date of the representations and warranties of the
Investors contained herein;



 


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



 


		(iii)	the delivery by each Investor of the items set forth in section 2.02(b) of this Agreement.



 


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


 


		(i)	the accuracy in all material respects (or, to the extent representations or warranties are qualified by
materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the
Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date);



 


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



 


		(iii)	the delivery by the Company of the items set forth in section 2.02(a) of



 


this Agreement;
and


 


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



 






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		(c)	The wiring instructions for counsel of the Placement Agent shall be as follows:



 


	Account Name:	Carmel, Milazzo &
Feil LLP
	Account Address:	55
West 39th Street, 18th Floor
	 	New York, NY 10018
	Bank Name:	Signature
Bank
	Account Number:	1502747874
	Routing Number:	026013576
	Swift Code:	SIGNUS33



 


ARTICLE III.         REPRESENTATIONS
AND WARRANTIES


 


Section 3.01         Representations
and Warranties of the Company. The Company hereby makes the following representations and warranties to each Investor as of the date
hereof:


 


(a)            Subsidiaries.
All of the direct and indirect Subsidiaries of the Company are set forth in its SEC filings and/or on Schedule 3.1(a). Except as
set forth in its SEC filings and/or on Schedule 3.1(a), the Company owns, directly or indirectly, all of the capital stock or other
equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock
of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or
purchase securities.


 


(b)            Organization
and Qualification. Except as set forth in its SEC filings and/or on Schedule 3.1(b), the Company and each of the Subsidiaries
is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its
incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business
as currently conducted. Neither the Company nor any Subsidiary is in violation nor default of any of the provisions of its respective
formation document, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to
conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business
conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing,
as the case may be, could not have or reasonably be expected to result in: (i) a Material Adverse Effect on the legality, validity
or enforceability of any Transaction Document, (ii)a material adverse effect on the results of operations, assets, business, or financial
condition of the Company and the Subsidiaries, taken as a whole, or (ii) a material adverse effect on the Company’s ability
to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i) or (ii), a “Material
Adverse Effect”; provided, however, that “Material Adverse Effect” shall not include any event, occurrence, fact,
condition or change, directly or indirectly, arising out of or attributable to: (A) general economic or political conditions, (B) conditions
generally affecting the industry in which the Company operates, (C) any changes in financial or securities markets in general, (D) acts
of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof, (E) any pandemic, epidemics
or human health crises (including COVID-19), (F) any changes in applicable laws or accounting rules (including GAAP), (G) the
announcement, pendency or completion of the transactions contemplated by this Agreement, or (H) any action required or permitted
by this Agreement or any action taken (or omitted to be taken) with the written consent of or at the written request of the Purchaser)
and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail
such power and authority or qualification.


 






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


 


(d)            No
Conflicts. Except as set forth in its SEC filings and/or in Schedule 3.1(d), the execution, delivery and performance by the
Company of this Agreement and the other Transaction Documents to which it is a party, the issuance and sale of the Securities and the
consummation by it of the transactions contemplated hereby and thereby do not and will not, subject to the Required Approvals,
(i) conflict with or violate any provision of the Company’s or any Subsidiary’s formation documents, bylaws or other
organizational or charter documents, (ii) constitute a default (or an event that with notice or lapse of time or both would become
a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to
others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement,
credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company
or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) conflict
with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental
authority to which the Company or a Subsidiary is subject (including federal and state securities Laws and regulations), or by which any
property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such
as could not have or reasonably be expected to result in a Material Adverse Effect.


 


(e)            Filings,
Consents and Approvals. Except as set forth in its SEC filings and/or on Schedule 3.1(e), the Company is not required to obtain
any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal,
state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company
of the Transaction Documents, other than: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) application(s) to
each applicable Trading Market for the listing of the Shares for trading thereon in the time and manner required thereby, and (iii) such
filings as are required to be made under applicable state or federal securities Laws (collectively, the “Required Approvals”).


 


(f)            Issuance
of the Securities. The Note and Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction
Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Shares,
when issued upon conversion of the Note, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed
by the Company. The Company shall reserve from its duly authorized capital stock a number of shares of Common Stock issuable pursuant
to the Note equal to the amount set forth in Section 4.9.


 






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(g)            Capitalization.
The capitalization of the Company is as set forth in its SEC filings and/or on Schedule 3.1(g). The Company has not issued any
capital stock since its most recently filed periodic report under the Exchange Act, other than as set forth in its SEC filings and/or
on Schedule 3.1(g), pursuant to the exercise of employee stock awards under the Company’s equity incentive plans, the issuance
of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plans, the issuance of shares of Common
Stock or Common Stock Equivalents pursuant to agreements outstanding as of the date of the most recently filed periodic report under the
Exchange Act and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently
filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any
similar right to participate in the transactions contemplated by the Transaction Documents. Except as set forth in its SEC filings and/or
on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character
whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person
any right to subscribe for or acquire, any shares of Common Stock or the capital stock of any Subsidiary, or contracts, commitments, understandings
or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock
Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary
to issue shares of Common Stock or other securities to any Person (other than the Purchaser) and will not result in a right of any holder
of Company Securities to adjust the exercise, conversion, exchange or reset price under any of such securities. There are no outstanding
securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts,
commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the
Company or such Subsidiary. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements
or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully
paid and nonassessable, have been issued in compliance with all federal and state securities Laws, and none of such outstanding shares
was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. Other than the Required Approvals,
no further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the
Securities. There are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s capital
stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.


 


(h)            SEC
Reports; Financial Statements. To the Company’s knowledge, since May 17, 2021 the Company has filed all reports,
schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including
pursuant to Section 13(a) or 15(d) thereof, (the foregoing materials, including the exhibits thereto and documents incorporated
by reference therein, being collectively referred to herein as the “SEC Reports”). As of their respective dates, the Company
believes that the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable,
and that none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made,
not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting
requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing. Such financial statements
have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the
periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except
that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial
position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows
for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.


 






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(i)            Material
Changes; Undisclosed Events, Liabilities or Developments. Other than as set forth in its SEC filings and/or on Schedule
3.1(i) since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed
in a subsequent SEC Report filed prior to the date hereof, to the best of the Company’s knowledge (i) there has been no event,
occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company
has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary
course of business consistent with past practice, and (B) liabilities not required to be reflected in the Company’s financial
statements pursuant to GAAP or disclosed in filings made with the SEC, (iii) the Company has not altered its method of accounting,
(iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders or purchased,
redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity
securities to any officer, director or Affiliate, except pursuant to existing Company equity incentive plans. The Company does not have
pending before the SEC any request for confidential treatment of information. To the knowledge of the Company, except for the issuance
of the Securities contemplated by this Agreement or as set forth in its SEC filings and/or on Schedule 3.1(i), no event, liability,
fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company
or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition that would be required
to be disclosed by the Company under applicable securities Laws at the time this representation is made or deemed made that has not been
publicly disclosed at least one Trading Day prior to the date that this representation is made.


 


(j)            Litigation.
Except as set forth in its SEC filings and/or in Schedule 3.1(j), there is no action, suit, notice of violation, Proceeding or
investigation, inquiry or other similar Proceeding of any federal or state governmental authority pending or, to the knowledge of the
Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator,
governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”)
which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the issuance
of the Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse
Effect. Neither the Company nor any Subsidiary, nor to the Company’s knowledge any director or officer thereof, is or has been the
subject of any Action involving the Company and a claim of violation of or liability under federal or state securities Laws or a claim
of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation
by the SEC involving the Company or any current or former director or officer of the Company. To the knowledge of the Company, the SEC
has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary
under the Exchange Act or the Securities Act.


 


(k)            Labor
Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company,
which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees
is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the
Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that
their relationships with their employees are good. To the knowledge of the Company, no effort is underway to unionize or organize the
employees of the Company or any Subsidiary. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is
in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition
agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of
each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing
matters. The Company and its Subsidiaries are in compliance with all U.S. federal, state, local and foreign Laws and regulations relating
to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance
could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as set forth in its SEC
filings and/or on Schedule 3.1(k), there is no workmen’s compensation liability matter, employment-related charge, complaint,
grievance, investigation, inquiry or obligation of any kind pending, or to the Company’s knowledge, threatened, relating to an alleged
violation or breach by the Company or its Subsidiaries of any law, regulation or contract that could, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.


 






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


 


(m)           Environmental
Laws.         The Company and its Subsidiaries (i) are in compliance with all federal, state, local
and foreign Laws relating to pollution or protection of human health or the environment (including ambient air, surface water, groundwater,
land surface or subsurface strata), including Laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants,
contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise
relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials,
as well as all authorizations, codes, decrees, demands, or demand letters, injunctions, judgments, licenses, notices or notice letters,
orders, permits, plans or regulations, issued, entered, promulgated or approved thereunder (“Environmental Laws”); (ii) have
received all permits licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses;
and (iii) are in compliance with all terms and conditions of any such permit, license or approval where in each clause (i), (ii) and
(iii), the failure to so comply could be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.


 


(n)            Regulatory
Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal,
state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports, except
where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (“Material
Permits”), and neither the Company nor any Subsidiary has received any written notice of Proceedings relating to the revocation
or modification of any Material Permit.


 


(o)            Title
to Assets. Except as set forth in its SEC filings and/or on Schedule 3.1(o), the Company and the Subsidiaries have good and
marketable title in fee simple to all real property owned by them and good and marketable title in all personal property owned by them
that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for (i) Liens
as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such
property by the Company and the Subsidiaries, and (ii) Liens for the payment of federal, state or other taxes, for which appropriate
reserves have been made therefor in accordance with GAAP and, the payment of which is neither delinquent nor subject to penalties. To
the Company’s knowledge, any real property and facilities held under lease by the Company and the Subsidiaries are held by them
under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in material compliance.


 






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(p)            Intellectual
Property.


 


(i)            Except
as set forth in its SEC filings and/or in Schedule 3.1(p), the Company owns or possesses or has the right to use pursuant to a
valid and enforceable written license, sublicense, agreement, or permission all Intellectual Property necessary for the operation of the
business of the Company as presently conducted, except in each case as could not have or reasonably be expected to result in a Material
Adverse Effect.


 


(ii)            The
Company has no knowledge that the Intellectual Property interferes with, infringe upon, misappropriate, or otherwise come into conflict
with, any Intellectual Property rights of third parties, and the Company has no knowledge that facts exist which indicate a likelihood
of the foregoing. The Company has not received any charge, complaint, claim, demand, or notice alleging any such interference, infringement,
misappropriation, or conflict (including any claim that the Company must license or refrain from using any Intellectual Property rights
of any third party). To the knowledge of the Company, no third party has interfered with, infringed upon, misappropriated, or otherwise
come into conflict with, any Intellectual Property rights of the Company, except in each case as could not have or reasonably be expected
to result in a Material Adverse Effect.


 


(q)            Insurance.
The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and
in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged.


 


(r)            Transactions
With Affiliates. Except as disclosed in its SEC filings, none of the current officers, directors or Affiliates of the Company or any
Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers
and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing
for rental of real or personal property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring
payments to or from any officer, director, Affiliate or such employee or, to the knowledge of the Company, any entity in which any officer,
director, or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each
case in excess of $120,000 other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement
for expenses incurred on behalf of the Company and (iii) other employee benefits, including stock award agreements under any equity
incentive plan of the Company.


 


(s)            Sarbanes-Oxley;
Internal Accounting Controls. Except as disclosed in its SEC filings and/or in Schedule 3.1(s), the Company and the Subsidiaries
are in compliance with any and all applicable requirements of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof,
and any and all applicable rules and regulations promulgated by the SEC thereunder that are effective as of the date hereof and as
of the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls as set forth in the SEC
Reports. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company
and the Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date,
the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions
of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation
Date. Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined
in the Exchange Act) of the Company and its Subsidiaries that have materially affected, or is reasonably likely to materially affect,
the internal control over financial reporting of the Company and its Subsidiaries.


 






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(t)            Certain
Fees. Other than as set forth in its SEC filings and/or on Schedule 3.1(t), no brokerage or finder’s fees or commissions
are or will be payable by the Company or any Subsidiary 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 Purchaser 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 3.1(t) that
may be due in connection with the transactions contemplated by the Transaction Documents.


 


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


 


(v)            Registration
Rights. Other than as set forth in its SEC filings and/or on Schedule 3.1(v), no Person has any right to cause the Company
or any Subsidiary to effect the registration under the Securities Act of any securities of the Company or any Subsidiary.


 


(w)            Listing
and Maintenance Requirements. The Company has not, in the 12 months preceding the date hereof, received notice from any Trading Market
on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance
requirements of such Trading Market. The Company is, and has no reason to believe that it will not in the foreseeable future continue
to be, in material compliance with all such listing and maintenance requirements. The Common Stock is currently eligible for electronic
transfer through the Depository Trust Company (“DTC”) or another established clearing corporation and the Company is current
in payment of the fees to the DTC (or such other established clearing corporation) in connection with such electronic transfer. The Company
is not subject to any “chill” issued by the DTC.


 


(x)            Application
of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable
any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other
similar anti-takeover provision under the Company’s formation documents (or similar charter documents) or the Laws of its state
of incorporation that is or could become applicable to the Purchaser as a result of the Purchaser and the Company fulfilling their obligations
or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of
the Securities and the Purchaser’s ownership of the Securities.


 


(y)            Disclosure.
Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms
that neither it nor any other Person acting on its behalf has provided the Purchaser 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 Reports.
The Company understands and confirms that the Purchaser will rely on the foregoing representation in effecting transactions in securities
of the Company. The press releases disseminated by the Company since May 17, 2021 do not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they were made and when made, not misleading. The Company acknowledges and agrees that no Purchaser makes
or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth
in Section 3.2 hereof.


 


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


 






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(aa)          Solvency.
The Company has not filed for reorganization or liquidation under the bankruptcy or reorganization Laws of any jurisdiction. Except as
set forth in its SEC filings and/or Schedule 3.1(aa) sets forth as of the time immediately following the Closing hereof all outstanding
Indebtedness of the Company or any Subsidiary. For the purposes of this Agreement, “Indebtedness” means (x) any liabilities
for borrowed money or amounts owed in excess of $50,000 (other than trade accounts payable incurred in the ordinary course of business),
(y) all guaranties, endorsements and other contingent obligations in respect of indebtedness of others, whether or not the same are
or should be reflected in the Company’s consolidated balance sheet (or the notes thereto), except guaranties by endorsement of negotiable
instruments for deposit or collection or similar transactions in the ordinary course of business; and (z) the present value of any
lease payments in excess of $50,000 due under leases required to be capitalized in accordance with GAAP. Except as set forth in its SEC
filings and/or on Schedule 3.1(aa) or as would not have a Material Adverse Effect, neither the Company nor any Subsidiary is in
default with respect to any Indebtedness.


 


(bb)    
      Tax Status. Except for matters disclosed in its SEC filings and/or matters that would not,
individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, the Company and its
Subsidiaries each (i) has made or filed all United States federal, state and local income and all foreign income and franchise
tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all taxes and other
governmental assessments and charges that are material in amount, shown to be due on such returns, reports and declarations and
(iii) has set aside on its books provision reasonably adequate for the payment of all material taxes for periods subsequent to
the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due
by the taxing authority of any jurisdiction.


 


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


 


(dd)         Accountants.
The Company’s accounting firm is set forth in the SEC Reports. To the knowledge and belief of the Company, such accounting firm
is a registered public accounting firm as required by the Exchange Act.


 


(ee)          Acknowledgment
Regarding each Purchaser’s Purchase of Securities. The Company acknowledges and agrees that each Purchaser is acting solely
in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated thereby.
The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similar capacity)
with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by any Purchaser or any of its
representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely incidental
to the Purchaser’s purchase of the Securities. The Company further represents to the Purchaser that the Company’s decision
to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the transactions
contemplated hereby by the Company and its representatives.


 






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(ff)           Acknowledgement
Regarding each Purchaser’s Trading Activity. Notwithstanding anything in this
Agreement or elsewhere to the contrary, it is understood and acknowledged by the Company that: (i) no Purchaser has been asked by
the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company,
or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) past
or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative”
transactions, before or after the Closing of this or future private placement transactions, may negatively impact the market price of
the Company’s publicly-traded securities; (iii) each Purchaser, and counter-parties in “derivative” transactions
to which any Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and
(iv) the Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative”
transaction. The Company further understands and acknowledges that (y) the Purchaser may engage in hedging activities at various
times during the period that the Securities are outstanding, and (z) such hedging activities (if any) could reduce the value of the
existing shareholders' equity interests in the Company at and after the time that the hedging activities are being conducted. The Company
acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.


 


(gg)         Regulation
M Compliance.  The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly,
any action designed to cause or to result in the stabilization or manipulation of the price of the Common Stock to facilitate the sale
of the Securities, or (ii) paid or agreed to pay to any Person any compensation for soliciting another to purchase the Securities
or any other securities of the Company.


 


(hh)         Private
Placement. Assuming the accuracy of the Purchaser’s representations and warranties set forth in Section 3.2, no registration
under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchaser as contemplated hereby.


 


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


 


(jj)            No
Disqualification Events.  With respect to the Securities to be offered and sold hereunder in reliance on Rule 506(b) under
the Securities Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer
of the Company participating in the offering hereunder, any beneficial owner of 20% or more of the Company’s outstanding voting
equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the
Securities Act) connected with the Company in any capacity at the time of sale, nor any Person, including a placement agent, who will
receive a commission or fees for soliciting purchasers (each, an “Issuer Covered Person” and, together, “Issuer Covered
Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under
the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or
(d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.
The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Purchaser
a copy of any disclosures provided thereunder. Notwithstanding the above, the Company has specifically advised the Purchaser of certain
prior disciplinary actions related to an officer/director of the Company which would not be designated a Disqualification Event.


 


(kk)          Notice
of Disqualification Events. The Company will notify the Purchaser in writing, prior to the Closing Date of the Company becoming aware
of (i) any Disqualification Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time,
reasonably be expected to become a Disqualification Event relating to any Issuer Covered Person, in each case of which it is aware.


 






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(ll)            Office
of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company's knowledge, any director, officer, agent, employee
or Affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign Assets
Control of the U.S. Treasury Department (“OFAC”).


 


(mm)        U.S.
Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning
of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon any Purchaser’s request.


 


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


 


(oo)         Money
Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with
applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended,
applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”),
and no Action by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any Subsidiary
with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any Subsidiary, threatened.


 


(pp)         The
Company acknowledges and agrees that the representations contained in Section 3.02 shall not modify, amend or affect such Investor’s
right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties
contained in any other Transaction Document, or any other document or instrument executed and/or delivered in connection with this Agreement
or the consummation of the transaction contemplated hereby.


 


Section 3.02         Representations
and Warranties of the Investors.


 


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


 


(a)           Authority;
Organization. Such Investor has full power and authority (and, if such Investor is an individual, the capacity) to enter into this
Agreement and to perform all obligations required to be performed by it hereunder. If an entity, Such Investor is an entity duly organized,
validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate, limited liability
company or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents
and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance
by such Investor of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate or
similar action on the part of such Investor. Each Transaction Document to which it is a party has been duly executed by such Investor,
and when delivered by such Investor in accordance with the terms hereof, will constitute the valid and legally binding obligation of such
Investor, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable
bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights
generally; (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies;
and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.


 






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(b)           Own
Account. Such Investor understands that the Securities are and Underlying Securities will be ‘restricted securities’ and
have not been registered under the Securities Act or any applicable State Securities Law and is acquiring the Securities and any Underlying
Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof
in violation of the Securities Act or any applicable State Securities Law, has no present intention of distributing any of such Securities
or Underlying 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 the same (this representation and warranty not limiting
such Investor’s right to sell the Securities and Underlying Securities in compliance with applicable federal and State Securities
Laws) in violation of the Securities Act or any applicable State Securities Law. Such Investor is acquiring the Securities and any Underlying
Securities in the ordinary course of its investment business.


 


(c)           Non-Transferrable.
Such Investor agrees: (i) that the Investor will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities
or Underlying Securities or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration
of the Securities under the Securities Act and all applicable State Securities Laws, or in a transaction which is exempt from the registration
provisions of the Securities Act and all applicable State Securities Laws; (ii) that the certificates representing the Securities
and Underlying Securities will bear a legend making reference to the foregoing restrictions; and (iii) that the Company and its Affiliates
shall not be required to give effect to any purported transfer of such Securities and Underlying Securities except upon compliance with
the foregoing restrictions.


 


(d)           Investor
Status. Such Investor is an “accredited investor” as defined in Rule 501(a) under the Securities Act. The undersigned
agrees to furnish any additional information requested by the Company or any of its Affiliates to assure compliance with applicable U.S.
federal and state securities laws in connection with the purchase and sale of the Securities. The undersigned has completed the Confidential
Investor Questionnaire contained in Appendix A and the information contained therein is complete and accurate as of the date thereof
and is hereby affirmed as of the Closing Date. Any information that has been furnished or that will be furnished by the undersigned to
evidence its status as an accredited investor is accurate and complete, and does not contain any misrepresentation or material omission.


 


(e)           Experience
of Such Investor. Such Investor, either alone or together with its representatives, has such knowledge, sophistication, and experience
in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities
and Underlying Securities, and has so evaluated the merits and risks of such investment. Such Investor is able to bear the economic risk
of an investment in the Securities and Underlying Securities and, at the present time, is able to afford a complete loss of such investment.


 


(f)            No
Trading Market. Such Investor acknowledges that there is currently no Trading Market for the Securities and that none is expected
to develop for the Securities and a Trading Market may not develop for the Underlying Securities.


 


(g)           General
Solicitation. Such Investor undersigned acknowledges that neither the Company nor any other person offered to sell the Securities
to it by means of any form of general solicitation or advertising, including but not limited to: (i) any advertisement, article,
notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio; or (ii) any
seminar or meeting whose attendees were invited by any general solicitation or general advertising.


 






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(h)           Confidentiality.
Other than to other Persons party to this Agreement and its advisors who have agreed to keep information confidential or have a fiduciary
obligation to keep such information confidential, such Investor has maintained the confidentiality of all disclosures made to it in connection
with the transaction (including the existence and terms of this transaction).


 


(i)            Foreign
Investor. If such Investor is not a United States person, such Investor represents that it has satisfied itself as to the full observance
of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities and Underlying Securities or any use
of this Agreement, including: (i) the legal requirements within its jurisdiction for the purchase of the Securities and any Underlying
Securities; (ii) any foreign exchange restrictions applicable to such purchase; (iii) any governmental or other consents that
may need to be obtained; and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding,
redemption, sale or transfer of the Securities or Underlying Securities. The Investor further represents that its payment for, and its
continued beneficial ownership of the Securities and any Underlying Securities, will not violate any applicable securities or other laws
of its jurisdiction.


 


(j)             Information
from Company. Such Investor and its purchaser representatives or investment managers, if any, have been afforded the opportunity to
obtain any information necessary to verify the accuracy of any representations or information presented by the Company in this Agreement
and have had all inquiries to the Company answered, and have been furnished all requested materials, relating to the Company and the Offering
and sale of the Securities and anything set forth in the Transaction Documents. Neither the Investor nor the Investor’s purchaser’s
representatives or investment managers, if any, have been furnished any offering literature by the Company or any of its Affiliates, associates
or agents other than the Transaction Documents, and the agreements referenced therein.


 


(k)           Speculative
Nature of Investment; Risk Factors. SUCH INVESTOR UNDERSTANDS THAT AN INVESTMENT IN THE SECURITIES AND UNDERLYING SECURITIES INVOLVES
A HIGH DEGREE OF RISK. Such Investor acknowledges that: (i) any projections, forecasts or estimates as may have been provided
to the Investor are purely speculative and cannot be relied upon to indicate actual results that may be obtained through this investment;
any such projections, forecasts and estimates are based upon assumptions which are subject to change and which are beyond the control
of the Company or its management; (ii) the tax effects which may be expected by this investment are not susceptible to absolute prediction,
and new developments and rules of the Internal Revenue Service, audit adjustment, court decisions or legislative changes may have
an adverse effect on one or more of the tax consequences of this investment; and (iii) the Investor has been advised to consult with
his own advisor regarding legal matters and tax consequences involving this investment. The Investor represents that the Investor’s
investment objective is speculative in that the Investor seeks the maximum total return through an investment in a broad spectrum of securities,
which involves a higher degree of risk than other investment styles and therefore the Investor’s risk exposure is also speculative.
The Securities offered hereby are highly speculative and involve a high degree of risk and Investor should only purchase these securities
if Investor can afford to lose their entire investment.


 


(l)            Matters
Concerning the Placement Agent. Such Investor acknowledges that the Placement Agent is acting as the exclusive Placement Agent for
the Offering and that the Placement Agent will receive a cash commission in the amount of ten percent (10%) of the gross proceeds raised
in the Offering. The Placement Agent is acting as placement agent for the Company, and, in that capacity, is not acting as investment
advisor to the Investor in connection with the Securities and Underlying Securities being offered in this Offering. The Investor must
make his own investment decisions. In making those decisions, the Investor should be aware that the Placement Agent will receive a placement
fee as described above.


 






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(m)            Money
Laundering. If an entity, the operations of such Investor are and have been conducted at all times in compliance with applicable financial
record-keeping and reporting requirements of the Money Laundering Laws, and no Action or Proceeding by or before any court or governmental
agency, authority or body or any arbitrator involving the Company with respect to the Money Laundering Laws is pending or, to the knowledge
of the Company or any Subsidiary, threatened.


 


ARTICLE IV.         OTHER
AGREEMENTS OF THE PARTIES


 


Section 4.01         Transfer
Restrictions.


 


(a)            The
Securities and Underlying Securities may only be disposed of in compliance with state and federal securities laws. In connection with
any transfer of Securities or Underlying Securities other than pursuant to an effective registration statement or Rule 144, the Company
may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable
to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer
does not require registration of such transferred Securities or Underlying Securities under the Securities Act. The Securities and Underlying
Securities may not be sold or transferred by the Investors without the written consent of the Company, which shall not be unreasonably
withheld. As a condition of such sale or transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement
and shall have the rights of an Investor under this Agreement.


 


(b)            The
Investors agree to the imprinting, so long as is required by this Section 4.01, of a legend on any of the Securities and Underlying
Securities in the following form:


 


[NEITHER] THIS SECURITY [NOR
THE SECURITIES INTO WHICH THIS SECURITY IS [EXERCISABLE/CONVERTIBLE] HAS [NOT] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.


 


(c)            Upon
the Investor’s request in connection with a proposed sale of Securities or Underlying Securities pursuant to Rule 144 and if
the Company reasonably determines it is so required, upon receipt of customary documentation from Investor’s broker (if the Securities
or Underlying Securities are sold in brokers transactions), the Company shall, at its own cost and effort, retain legal counsel to provide
an opinion letter to the Company’s transfer agent opining that the Underlying Securities may be resold without registration under
the Securities Act, pursuant to Rule 144, promulgated thereunder, so long as the requirements of Rule 144 are met for any Securities
or Underlying Securities to be resold thereunder. The Company shall arrange for any such opinion letter to be provided not later than
five (5) Business Days after the date of delivery to and receipt by the Company of a written request by any Investor together with
(if required in order to render the opinion) any broker’s representation letter of other customary documentation reasonably requested
by the Company evidencing compliance with Rule 144 (“Legend Removal Date”), and such opinion letter may be a ‘blanket’
opinion letter covering Underlying Securities held by more than one Investor (if applicable to more than one Investor).


 






    18


     


    

 


(d)            Each
Investor, severally and not jointly with the other Investors, agrees that such Investor will sell any Securities and Underlying Securities
only pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements,
or an exemption therefrom, and that if Securities or Underlying Securities are sold pursuant to a registration statement, they will be
sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates
representing Securities as set forth in this Section 4.01 is predicated upon the Company’s reliance upon this understanding.


 


Section 4.02         Acknowledgment
of Dilution. The Company acknowledges that the issuance of the Underlying Securities may result in dilution of the outstanding shares
of Common Stock, which dilution may be substantial under certain market conditions. The Company further acknowledges that its obligations
under the Transaction Documents, including, without limitation, its obligation to issue the Underlying Securities pursuant to the Securities,
are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of
any such dilution or any claim the Company may have against any Investor and regardless of the dilutive effect that such issuance may
have on the ownership of the other stockholders of the Company.


 


Section 4.03         Registration
Rights. The Company shall cause the Registration Rights Agreement to remain in full force and effect and the Company shall comply
in all material respects with the terms thereof, a copy of which is annexed hereto as Appendix D.


 


Section 4.04         Integration.
The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2
of the Securities Act) that would be integrated with the offer or sale of the Securities or Underlying Securities to the Investors in
a manner that would require the registration under the Securities Act of the sale of the Securities to the Investors.


 


Section 4.05         Publicity.
The Company and each Investor shall consult with each other in issuing any other press releases with respect to the transactions contemplated
hereby, and neither the Company nor any Investor shall issue any such press release nor otherwise make any such public statement without
the prior consent of the Company with respect to any press release of any Investor, or without the prior consent of each Investor with
respect to any press release of the Company mentioning such Investor, which consent shall not unreasonably be withheld or delayed, except
if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of
such public statement or communication.


 


Section 4.06         Indemnification
of Investors. The Company shall indemnify, reimburse and hold harmless the Investors and their respective partners, members, shareholders,
officers, directors, employees and agents (and any other persons with other titles that have similar functions) (collectively, “Indemnitees”)
from and against any and all losses, claims, liabilities, damages, penalties, suits, costs and expenses, of any kind or nature, (including
fees relating to the cost of investigating and defending any of the foregoing) imposed on, incurred by or asserted against such Indemnitee
in any way related to or arising from or alleged to arise from: (i) any breach of any of the representations, warranties, covenants
or agreements made by the Company in this Agreement or in the other Transaction Documents; and (ii) any action instituted against
such Indemnitee in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate
of such Indemnitee, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon
a breach of such Indemnitee’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings
such Indemnitee may have with any such stockholder or any violations by such Indemnitee of state or federal securities laws or any conduct
by such Indemnitee which results from the gross negligence or willful misconduct of the Indemnitee as determined by a final, nonappealable
decision of a court of competent jurisdiction).


 






    19


     


    

 


Section 4.07         Reservation
of Underlying Securities.


 


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


 


(b)            If,
on any date, the number of authorized but unissued (and otherwise unreserved) shares of Common Stock is less than the Required Minimum
on such date, then the Board of Directors shall use commercially reasonable efforts to amend the Company’s certificate or articles
of incorporation to increase the number of authorized but unissued shares of Common Stock to at least the Required Minimum at such time,
as soon as possible and in any event not later than the 60th day after such date.


 


Section 4.08         Equal
Treatment of Investors. No consideration (including any modification of any Transaction Document) shall be offered or paid to any
Person to amend or consent to a waiver or modification of any provision of any of the Transaction Documents unless the same consideration
is also offered to all of the parties to the Transaction Documents. Further, the Company shall not make any payment of principal or interest
on the Notes in amounts which are disproportionate to the respective principal amounts outstanding on the Notes at any applicable time.
For clarification purposes, this provision constitutes a separate right granted to each Investor by the Company and negotiated separately
by each Investor, and is intended for the Company to treat the Investors as a class and shall not in any way be construed as the Investors
acting in concert or as a group with respect to the purchase, disposition or voting of Securities or otherwise.


 


Section 4.9           Form D;
Blue Sky Filings. The Company agrees to timely file a Form D with respect to the Securities and Underlying Securities as required
under Regulation D and to provide a copy thereof, promptly upon request of any Investor. The Company shall take such action as the Company
shall reasonably determine is necessary in order to obtain an exemption for, or to qualify the Securities and Underlying Securities for,
sale to the Investors under applicable State Securities Laws of the states of the United States, and shall provide evidence of such actions
promptly upon request of any Investor.


 


Section 4.10         Use
of Proceeds. The Company shall use the net proceeds from the sale of the Securities hereunder for general working capital purposes
and shall not use such proceeds: (i) for the satisfaction of any portion of the Company’s debt (other than payment of trade
payables in the ordinary course of the Company’s business and prior practices); (ii) for the redemption of any Common Stock
or Common Stock equivalents; (iii) for the settlement of any outstanding litigation; (iv) in violation of FCPA or OFAC regulations;
or (v) to lend, give credit or make advances to any officers, directors, employees or Affiliates of the Company.


 


ARTICLE V. MISCELLANEOUS


 


Section 5.01         Termination.
This Agreement may be terminated by any Investor, as to such Investor’s obligations hereunder only and without any effect whatsoever
on the obligations between the Company and the other Investors, by written notice to the Company, if the Closing has not been consummated
on or before the Termination Date; provided, however, that such termination will not affect the right of any party to sue for any breach
by the other party (or parties).


 


Section 5.02         Fees
and Expenses. Each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all
other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement.
The Company shall pay all transfer agent fees, stamp taxes and other taxes and duties levied in connection with the delivery of any Securities
to the Investors.


 






    20


     


    

 


Section 5.03         Entire
Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties
with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such
matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.


 


Section 5.04         Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall
be deemed given and effective on the earliest of: (i) one Business Day after the date of transmission, if such notice or communication
is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto prior to 5:30 p.m. (New
York City time) on a Business Day, with written confirmation of successful transmission; (ii) the next Business Day after the date
of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached
hereto on a day that is not a Business Day or later than 5:30 p.m. (New York City time) on any Business Day; (iii) the second
Business Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service; or (iv) upon actual
receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth
on the signature pages attached hereto.


 


Section 5.05         Amendments;
Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in
the case of an amendment, by the Company and the Investors holding at least a majority in principal amount of the Notes then outstanding.
No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing
waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall
any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.


 


Section 5.06         Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns.
The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of each Investor (other
than by merger). Any Investor may assign any or all of its rights under this Agreement to any Person to whom such Investor assigns or
transfers any Securities, provided that such transfer complies with the terms of this Agreement and all applicable federal and State Securities
Laws and that such transferee agrees in writing with the Company to be bound, with respect to the transferred Securities, by the provisions
of the Transaction Documents that apply to the ‘Investors’.


 


Section 5.07         No
Third-Party Beneficiaries. Except for the Placement Agent and the Indemnitees named herein, who are intended third-party beneficiaries
of this Agreement, including the representations and warranties made by the Company hereunder, this Agreement is intended for the benefit
of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof
be enforced by, any other Person.


 


Section 5.08         Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed
by and construed and enforced in accordance with the internal laws of the State of Arizona, without regard to the principles of conflict
of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions
contemplated by any of the Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors, officers,
shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York, New
York (the “New York Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New
York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed
herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not
to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such New York Courts,
or such New York Courts are improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service
of process and consents to process being served in any such suit, Action or Proceeding by mailing a copy thereof via registered or certified
mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and
agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be
deemed to limit in any way any right to serve process in any other manner permitted by applicable law. Each party hereto hereby irrevocably
waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or
relating to the Transaction Documents or the transactions contemplated hereby. If any party shall commence an action or proceeding to
enforce any provisions of the Transaction Documents, then the prevailing party in such action or proceeding shall be reimbursed by the
other party for its attorney’s fees and other costs and expenses incurred in the investigation, preparation and prosecution of such
Action or Proceeding.


 






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Section 5.09         Survival.
The representations and warranties contained herein shall survive the Closing and the delivery of the Securities and issuance of Underlying
Securities.


 


Section 5.10         Execution.
This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that
both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery
of a ‘.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose
behalf such signature is executed) with the same force and effect as if such facsimile or ‘.pdf” signature page was an
original thereof.


 


Section 5.11         Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force
and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts
to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.


 


Section 5.12         Rescission
and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of
the other Transaction Documents, whenever any Investor exercises a right, election, demand or option under a Transaction Document and
the Company does not timely perform its related obligations within the periods therein provided, then such Investor may rescind or withdraw,
in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part
without prejudice to its future actions and rights; provided, however, that in the case of a rescission of a conversion of a Note, the
Investor shall be required to return any shares of Common Stock subject to any such rescinded conversion or exercise notice.


 


Section 5.13         Replacement
of Securities. If any certificate or instrument evidencing any Securities or Underlying Securities is mutilated, lost, stolen or destroyed,
the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation),
or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to
the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also
pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities or Underlying
Securities.


 






    22


     


    

 


Section 5.14         Remedies.
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Investors
and the Company will be entitled to seek specific performance under the Transaction Documents. The parties agree that monetary damages
may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and
hereby agree to waive and not to assert in any action for specific performance of any such obligation the defense that a remedy at law
would be adequate.


 


Section 5.15         Payment
Set Aside. To the extent that the Company makes a payment or payments to any Investor pursuant to any Transaction Document or an Investor
enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part
thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required
to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other person under any law (including, without
limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such restoration
the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such
payment had not been made or such enforcement or setoff had not occurred.


 


Section 5.16         Independent
Nature of Investors’ Obligations and Rights. The obligations of each Investor under any 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 or non-performance
of the obligations of any other Investor under any Transaction Document. Nothing contained herein or in any other Transaction Document,
and no action taken by any Investor pursuant 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 the Transaction Documents. Each Investor shall be entitled to independently
protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of the other Transaction
Documents, and it shall not be necessary for any other 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 their review and negotiation of the Transaction Documents. The
Company has elected to provide all Investors with the same terms and Transaction Documents for the convenience of the Company and not
because it was required or requested to do so by the Investors.


 


Section 5.17         Construction.
The parties agree that each of them and/or their respective counsel has reviewed and had an opportunity to revise the Transaction Documents
and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party
shall not be employed in the interpretation of the Transaction Documents or any amendments hereto. In addition, each and every reference
to share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse and forward stock splits,
stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.


 


Section 5.18         Headings.
The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any
of the provisions hereof.


 


Section 5.19         WAIVER
OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH
KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY
AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.


 


[SIGNATURE PAGES FOLLOW]


 






    23


     


    

 


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


 


		DIGITAL BRANDS GROUP, INC.
	 	 
	 	By:	/s/ John Hilburn Davis IV
	 	 	Name:	John Hilburn Davis IV
	 	 	Title: 	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 agreed to the terms hereof.



 


[Signature
Page to Securities Purchase Agreement]


 






     


     


    

 


Annex A


 


Securities Purchase
Agreement Investor Counterpart Signature Page


 


The undersigned, desiring
to: (i) enter into this Securities Purchase Agreement dated as of April 8, 2022 (“Agreement”), with the undersigned,
Digital Brands Group, Inc., a Delaware corporation (“Company”), in the form furnished to the undersigned; and
(ii) purchase the Securities as set forth below, hereby agrees to purchase such Securities 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 and Warranties of the Investors,’ and hereby represents that the statements contained
therein are complete and accurate with respect to the undersigned as an Investor.


 


	INVESTOR (if an individual):		INVESTOR
                                            (if an entity):
	 	 	 
	 	 	Target Capital 9 LLC
	 	 	 
	By	 	 	 
	Name:	 	 	(Legal Name of Entity)
	Date:	 	 	 
	 	 	By	/s/ Dmitriy Shapiro
	PUCHASER
(if investing jointly)	 	Name:	Dmitriy Shapiro
	 	 	Title: 	Managing Partner
	By	 	 	Date:	4/6/2022
	Name:	 	 	 
	Date:	 	 	 
	Fax No.	 	 	Fax No.	 
	 	 	 



 


	Aggregate “Subscription Amount”: $1,505,000.00 
	Aggregate “Original Principal Amount” of Notes (above dollar amount times 1.25): $1,881,250.00
	State/Country of Domicile or Formation: 	 	 






	SS/EIN/TIN:	 	 
	Address:	 	 
	Telephone:	 	 
	E-Mail:	 	 



 





[Investor
Counter Signature Page to Securities Purchase Agreement]




 






     


     


    

 


The undersigned, desiring
to: (i) enter into this Securities Purchase Agreement dated as of April 8, 2022 (“Agreement”), with the undersigned,
Digital Brands Group, Inc., a Delaware corporation (“Company”), in the form furnished to the undersigned; and
(ii) purchase the Securities as set forth below, hereby agrees to purchase such Securities 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 and Warranties of the Investors,’ and hereby represents that the statements contained
therein are complete and accurate with respect to the undersigned as an Investor.


 


	INVESTOR (if an individual):		INVESTOR
                                            (if an entity):
	 	 	 
	 	 	Dragon Dynamic Catalytic Bdg Sac Fd
	 	 	 
	By	 	 	 
	Name:	 	 	(Legal Name of Entity)
	Date:	 	 	 
	 	 	By	/s/ Gary Carr
	PUCHASER
(if investing jointly)	 	Name:	Gary Carr
	 	 	Title: 	Director
	By	 	 	Date:	 4/8/22
	Name:	 	 	 
	Date:	 	 	 
	Fax No.	 	 	Fax No.	 


 


	Aggregate “Subscription Amount”: $500,000.00 
	Aggregate “Original Principal Amount”
of Notes (above dollar amount times 1.25): $625,000.00
	State/Country of Domicile or Formation: 	 	 





	SS/EIN/TIN:	 	 
	Address:	 	 
	Telephone:	 	 
	E-Mail:	 	 


 


[Investor
Counter Signature Page to Securities Purchase Agreement]


 






     


     


    

 


The undersigned, desiring
to: (i) enter into this Securities Purchase Agreement dated as of April 8, 2022 (“Agreement”), with the undersigned,
Digital Brands Group, Inc., a Delaware corporation (“Company”), in the form furnished to the undersigned; and
(ii) purchase the Securities as set forth below, hereby agrees to purchase such Securities 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 and Warranties of the Investors,’ and hereby represents that the statements contained
therein are complete and accurate with respect to the undersigned as an Investor.


 





	INVESTOR (if an individual):		INVESTOR
(if an entity):
	 	 	 
	 	 	622 Capital LLC
	 	 	 
	By	 	 	 
	Name:	 	 	(Legal Name of Entity)
	Date:	 	 	 
	 	 	By	/s/
                                            Gary Clyburn, Jr.
	PUCHASER
(if investing jointly)	 	Name:	Gary Clyburn, Jr.
	 	 	Title: 	Managing Member
	By	 	 	Date:	 April 1, 2022
	Name:	 	 	 
	Date:	 	 	 
	Fax No.	 	 	Fax No.	 


 


	Aggregate “Subscription Amount”: $200,000.00 
	Aggregate “Original Principal Amount”
of Notes (above dollar amount times 1.25): $250,000.00
	State/Country of Domicile or Formation: 	 	 





	SS/EIN/TIN:	 	 
	Address:	 	 
	Telephone:	 	 
	E-Mail:	 	 


 


[Investor
Counter Signature Page to Securities Purchase Agreement]


 






     


     


    

 


The undersigned, desiring
to: (i) enter into this Securities Purchase Agreement dated as of April 8, 2022 (“Agreement”), with the undersigned,
Digital Brands Group, Inc., a Delaware corporation (“Company”), in the form furnished to the undersigned; and
(ii) purchase the Securities as set forth below, hereby agrees to purchase such Securities 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 and Warranties of the Investors,’ and hereby represents that the statements contained
therein are complete and accurate with respect to the undersigned as an Investor.


 





	INVESTOR (if an individual):		INVESTOR
(if an entity):
	 	 	 
	 	 	108 Sussex, LLC
	 	 	 
	By	 	 	 
	Name:	 	 	(Legal Name of Entity)
	Date:	 	 	 
	 	 	By	/s/ Clark Reinhard
	PUCHASER
(if investing jointly)	 	Name:	Clark Reinhard
	 	 	Title: 	Owner
	By	 	 	Date:	 4/7/22
	Name:	 	 	 
	Date:	 	 	 
	Fax No.	 	 	Fax No.	 


 


	Aggregate “Subscription Amount”: $250,000.00 
	Aggregate “Original Principal Amount”
of Notes (above dollar amount times 1.25): $312,500.00
	State/Country of Domicile or Formation: 	 	 





	SS/EIN/TIN:	 	 
	Address:	 	 
	Telephone:	 	 
	E-Mail:	 	 


 


[Investor
Counter Signature Page to Securities Purchase Agreement]


 






     


     


    

 


APPENDIX A


 


CONFIDENTIAL INVESTOR QUESTIONNAIRE


 






     


     


    

 


APPENDIX B


 


FORM OF 20% OID PROMISSORY NOTE


 






     


     


    

 


APPENDIX C


 


FORM OF WARRANT


 






     


     


    

 


APPENDIX D


 


REGISTRATION RIGHTS AGREEMENT


 






     


     


    

 


EXHIBIT A


 


Existing Convertible Instruments