Exhibit
10.1


 


Form
Of SECURITIES PURCHASE AGREEMENT


 


This
Securities Purchase Agreement (this “Agreement”) is dated as of October 25, 2022 and is between Verb Technology Company,
Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including
its successors and assigns, a “Purchaser” and collectively the “Purchasers”).


 


WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities
Act (as defined below) as to the Shares and the Warrants, the Company desires to issue and sell to each Purchaser, and each Purchaser,
severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.


 


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


 


ARTICLE
I.



DEFINITIONS


 


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


 


“2019
Securities Purchase Agreement” means that certain Securities Purchase Agreement, dated August 14, 2019, entered into between
the Company and the purchasers named therein.


 


“2022
Securities Purchase Agreement” means that certain Securities Purchase Agreement, dated January 12, 2022, entered into between
the Company and the investors named therein, together with the convertible promissory notes issued thereunder.


 


“A.G.P.”
means A.G.P./Alliance Global Partners, the sole placement agent.


 


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


 


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


 


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


 


“Base
Prospectus” shall have the meaning ascribed to such term in Section 3.1(f).


 


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


 


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


 




    	 



     


    

 


“Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required
by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any
other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so
long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are
open for use by customers on such day.


 


“Closing”
means the closing of the purchase and sale of the Securities pursuant to Section 2.1.


 


“Closing
Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties
thereto, and all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount and (ii) the Company’s
obligations to deliver the Securities, in each case, have been satisfied or waived (or such other date as is mutually agreed to by the
Company and each Purchaser).


 


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


 


“Common
Stock” means the common stock of the Company, $0.0001 par value per share, and any other class of securities into which such
securities may hereafter be reclassified or changed.


 


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


 


“Common
Warrants” means the warrants to purchase shares of Common Stock, at an exercise price of $[__] per share, which warrants shall
be exercisable on April 25, 2023, the date that is six months following the date of this Agreement, and have a term of five years and
six months after issuance, in substantially the form set forth as Exhibit A.


 


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


 


“Company
Counsel” means Stradling Yocca Carlson & Rauth, P.C., 660 Newport Center Drive, Suite 1600, Newport Beach, California 92660.


 


“Disclosure
Schedules” means the Disclosure Schedules of the Company delivered concurrently herewith.


 


“Disclosure
Time” means, (i) if this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time) and
before midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the
date hereof, unless otherwise instructed as to an earlier time by A.G.P., and (ii) if this Agreement is signed between midnight (New
York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than 9:01 a.m. (New York City time) on the date hereof,
unless otherwise instructed as to an earlier time by A.G.P.


 




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“DWAC”
shall have the meaning ascribed to such term in Section 2.2(a)(iv).


 


“Environmental
Law” shall have the meaning ascribed to such term in Section 3.1(p).


 


“Evaluation
Date” shall have the meaning ascribed to such term in Section 3.1(v).


 


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


 


“Exempt
Issuance” means the issuance of (a) equity awards to employees, officers, directors, consultants or advisors of the Company
pursuant to any equity incentive plan or similar employee benefit plan duly adopted for such purpose by a majority of the non-employee
members of the Board of Directors or a majority of the members of the Compensation Committee of the Board of Directors, provided, however,
that with respect to consultants or advisors, such equity awards are granted only pursuant to agreements or arrangements in existence
on the date hereof, provided, further, that such agreements or arrangements are not amended or modified following the date of this Agreement
until the end of the prohibition period in Section 4.13(a) herein, (b) securities upon the exercise, exchange or conversion of the Securities,
(c) securities upon the exercise, exchange or conversion of securities that are exercisable or exchangeable for, or convertible into,
shares of Common Stock that are issued and outstanding on the date of this Agreement provided that such securities have not been amended
since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion
price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, and (d)
securities issued pursuant to acquisitions or strategic transactions approved by a majority of the non-employee members of the Board
of Directors, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration
rights that require the filing of any registration statement in connection therewith during the prohibition period in Section 4.13(a)
herein and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through
its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide
to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is
issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.


 


“FCPA”
means the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations
thereunder.


 


“Federal
Reserve” shall have the meaning ascribed to such term in Section 3.1(oo).


 


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


 




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“Hazardous
Substances” shall have the meaning ascribed to such term in Section 3.1(p).


 


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


 


“Issuer
Free Writing Prospectus” shall have the meaning ascribed to such term in Section 3.1(f).


 


“IT
Systems” shall have the meaning ascribed to such term in Section 3.1(qq).


 


“Lien”
means a lien, charge, mortgage, pledge, security interest, claim, right of first refusal, pre-emptive right, or other encumbrance of
any kind whatsoever.


 


“Lock-Up
Agreements” means the Lock-Up Agreements, each dated as of the date hereof, by and between the Company and the directors and
executive officers of the Company, in substantially the form of Exhibit C.


 


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


 


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


 


“Money
Laundering Laws” shall have the meaning assigned to such term in Section 3.1(pp).


 


“Offering”
means the offering of the Securities hereunder.


 


“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.


 


“Personal
Data” shall have the meaning ascribed to such term in Section 3.1(qq).


 


“Per
Share Purchase Price” equals $[__].


 


“Placement
Agency Agreement” means that certain Placement Agency Agreement by and between the Company and A.G.P., dated as of the date
hereof.


 


“Pre-Funded
Warrants” means the warrants to purchase the Pre-Funded Warrant Shares delivered to the Purchasers at the Closing in accordance
with Section 2.2(a) hereof, which Pre-Funded Warrants shall be exercisable immediately and will expire when exercised in full, in the
form of Exhibit B attached hereto.


 


“Pre-Funded
Warrant Purchase Price” equals $[___], 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 and prior to the Closing Date.


 




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


 


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such
as a deposition) pending or, to the Company’s knowledge, threatened in writing 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).


 


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


 


“Prospectus
Supplement” shall have the meaning ascribed to such term in Section 3.1(f).


 


“Purchaser
Party” shall have the meaning ascribed to such term in Section 4.9.


 


“Registration
Statement” shall have the meaning ascribed to such term in Section 3.1(f).


 


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


 


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


 


“Securities”
means, for each Purchaser, the Shares, Warrants and Pre-Funded Warrants purchased pursuant to this Agreement.


 


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


 


“Shares”
means the shares of Common Stock issued or issuable to each Purchaser pursuant to this Agreement.


 


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


 


“Subscription
Amount” means, as to each Purchaser, the aggregate amount to be paid for Shares (and/or the Pre-Funded Warrants) and Warrants
purchased hereunder as specified below such Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription
Amount,” in United States dollars and in immediately available funds (minus, if applicable, a Purchaser’s aggregate exercise
price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised).


 


“Subsidiary”
and “Subsidiaries” shall have the meanings ascribed to such terms in Section 3.1(a).


 


“Trading
Day” means any day on which the Trading Market is open for trading, including any day on which the Trading Market is open for
trading for a period of time less than the customary time; provided, that in the event that the shares of Common Stock
are not listed or quoted on a Trading Market, then Trading Day shall mean a Business Day.


 




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“Trading
Market” means The Nasdaq Capital Market (or any nationally recognized successor thereto); provided, however,
that in the event the Common Stock is ever listed or traded on The Nasdaq Global Market, The Nasdaq Global Select Market, the NYSE American,
the New York Stock Exchange, the NYSE Arca, the OTC Pink Market, or the OTCQX or the OTCQB operated by the OTC Markets Group, Inc. (or
any nationally recognized successor to any of the foregoing), then the “Trading Market” shall mean such other market or exchange
on which the Common Stock is then listed or traded.


 


“Transaction
Documents” means this Agreement, the Warrants, the Lock-Up Agreements, the Warrant Amendment Agreement and the Placement Agency
Agreement, all exhibits and schedules thereto and hereto, and any other documents or agreements executed in connection with the transactions
contemplated hereunder.


 


“Transfer
Agent” means VStock Transfer, LLC, the current transfer agent of the Company, at its principal office at 18 Lafayette Place,
Woodmere, New York 11598, and any successor transfer agent of the Company.


 


“Variable
Rate Transaction” shall have the meaning ascribed to such term in Section 4.13(b).


 


“Warrant
Amendment Agreement” means the Warrant Amendment Agreement to be entered into by the Company and each purchaser identified
on the signature pages thereto in substantially the form set forth as Exhibit D.


 


“Warrants”
means collectively, the Common Warrants and the Pre-Funded Warrants.


 


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


 


ARTICLE
II.



PURCHASE AND SALE


 


2.1       Closing.
On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers, severally
and not jointly, agree to purchase, up to an aggregate of $5.0 million of Securities. Notwithstanding anything herein to the contrary,
to the extent that a Purchaser determines, in its sole discretion, that such Purchaser’s Subscription Amount (together with such
Purchaser’s Affiliates and any Person acting as a group together with such Purchaser or any of such Purchaser’s Affiliates)
would cause such Purchaser’s beneficial ownership of the shares of Common Stock to exceed the Beneficial Ownership Limitation,
or as such Purchaser may otherwise choose, such Purchaser may elect to purchase Pre-Funded Warrants in lieu of the Shares as determined
pursuant to Section 2.2(a). The “Beneficial Ownership Limitation” shall be 4.99% (or, at the election of the Purchaser at
Closing, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of the Securities
on the Closing Date. In each case, the election to receive Pre-Funded Warrants is solely at the option of the Purchaser. Each Purchaser’s
Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery
Versus Payment” settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares
and Warrants, and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing.
Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices
of Blank Rome LLP, 1271 Avenue of the Americas, New York, New York 10020, or such other location as the parties shall mutually agree.
Unless otherwise directed by A.G.P., settlement of the Shares shall occur via “Delivery Versus Payment” (i.e., on the Closing
Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly
to the account(s) at A.G.P. identified by each Purchaser; upon receipt of such Shares, A.G.P. shall promptly electronically deliver such
Shares to the applicable Purchaser, and payment therefor shall be made by A.G.P. (or its clearing firm) by wire transfer to the Company).
Unless otherwise directed by A.G.P., the Warrants shall be issued to each Purchaser in originally signed form.


 




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2.2       Deliveries.


 


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


 


(i)       this
Agreement duly executed by the Company;


 


(ii)       a
legal opinion of Company Counsel, in a form reasonably acceptable to A.G.P.;


 


(iii)       subject
to the penultimate sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions,
on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer;


 


(iv)       subject
to the penultimate sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer
Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”)
Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser;


 


(v)       for
each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase
up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to the Pre-Funded
Warrants divided by the Pre-Funded Warrant Purchase Price, with an exercise price equal to $0.0001, subject to adjustment therein;


 


(vi)       an
originally signed Warrant registered in the name of such Purchaser to purchase up to the number of shares of Common Stock equal to 100%
of the number of Shares and Pre-Funded Warrant Shares, as applicable, being purchased by such Purchaser as reflected on the signature
page hereto with an exercise price equal to $[__], subject to adjustment as set forth therein;


 




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(vii)       Lock-Up
Agreements, in form and substance reasonably acceptable to the Purchasers, executed by each executive officer and director of the Company;


 


(viii)       Officer’s
Certificate, in form and substance satisfactory to A.G.P.


 


(ix)       Secretary’s
Certificate, in form and substance satisfactory to A.G.P.;


 


(x)       the
Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act); and


 


(xi)       the
Warrant Amendment Agreement.


 


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


 


(i)       this
Agreement duly executed by such Purchaser; and


 


(ii)       such
Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company
or its designee.


 


2.3       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 (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 Purchasers contained herein (unless as
of a specific date therein in which case they shall be accurate as of such date);


 


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


 


(iii)       all
Required Approvals shall have been obtained; and


 


(iv)       the
delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement.


 


(b)       The
respective obligations of the Purchasers hereunder in connection with 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 given
as of a specific date therein in which case they shall be accurate as of such date);


 




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(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)       all
Required Approvals have been obtained;


 


(iv)       the
delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;


 


(v)       there
shall have been no Material Adverse Effect with respect to the Company since the date hereof; and


 


(vi)       from
the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Trading Market,
and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended
or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading
Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have
occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect
on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes
it impracticable or inadvisable to purchase the Securities at the Closing; and


 


(vii)       a
listing of additional shares application shall have been filed with the Trading Market and no objection to the issuance of the Shares
shall have been made by the Trading Market.


 


ARTICLE
III.



REPRESENTATIONS AND WARRANTIES


 


3.1       Representations
and Warranties of the Company. The Company hereby makes the following representations and warranties to each Purchaser:


 


(a)       Subsidiaries.
All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a) (each, a “Subsidiary,”
and collectively, the “Subsidiaries”). 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. 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 capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which
any Subsidiary is or may become bound to issue capital stock.


 




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(b)       Organization
and Qualification. The Company and each of the Subsidiaries has been duly organized and validly exists as a corporation, limited
partnership or company in good standing (or the foreign equivalent thereof, if any) under the laws of its jurisdiction of organization.
The Company and each of the Subsidiaries is duly qualified to do business and is in good standing as a foreign or extra-provincial corporation,
partnership, company or limited liability company in each jurisdiction in which the character or location of its properties (owned, leased
or licensed) or the nature or conduct of its business makes such qualification necessary, except for those failures to be so qualified
or in good standing which (individually and in the aggregate) would not have a Material Adverse Effect. 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.
Neither the Company nor any Subsidiary is in violation or default of any of the provisions of its respective certificate or articles
of incorporation, bylaws or other organizational or charter documents. The term “Material Adverse Effect” means an
effect, change, event or occurrence that, alone or in conjunction with any other or others: (i) has or would reasonably be expected to
have a material adverse effect on: (A) the business, general affairs, management, condition (financial or otherwise), results of operations,
shareholders’ equity, properties or prospects of the Company and the Subsidiaries, taken as a whole, or (B) the legality, validity
or enforceability of any Transaction Document, (ii) the Company’s ability to perform in any material respect on a timely basis
its obligations under any Transaction Document or (iii) would result in the Prospectus or any amendment thereto containing a misrepresentation
within the meaning of applicable securities laws; provided that a change in the market price or trading volume of the Common Stock alone
shall not be deemed, in and of itself, to constitute a Material Adverse Effect.


 


(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. This Agreement and each other Transaction Document to which the Company is a party has
been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof,
will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except
(i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific
performance, injunctive relief or other equitable remedies, and (iii) insofar as indemnification and contribution provisions may be limited
by applicable law.


 




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(d)       No
Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which
it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby
do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles
of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that
with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or
assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, anti-dilution or similar adjustments,
acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument
(evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by
which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict
with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or
governmental authority, to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations),
or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clause (ii) and
(iii), for certain anti-dilution provisions of the 2019 Securities Purchase Agreement (and the securities issued thereunder), and such
as could not have or reasonably be expected to result in a Material Adverse Effect.


 


(e)       Filings,
Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to,
or make any filing or registration with, any court or other federal, state (including state blue sky laws), local or other governmental
authority or other Person in connection with the execution, delivery and performance by the Company of this Agreement and the other Transaction
Documents, including with respect to the sale issuance of the Securities, other than: (i) the filings required pursuant to Section
4.5 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(s) to each applicable
Trading Market for the listing of the Shares and Warrant Shares for trading thereon in the time and manner required thereby, and (iv)
such filings as are required to be made under applicable state securities laws (collectively, the “Required Approvals”).


 


(f)       Issuance
of the Shares and Warrant Shares; Qualification; Registration.


 


(i)       The
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 non-assessable, free and clear of all Liens imposed by the Company. The Warrants, when issued and paid for in
accordance with the applicable Transaction Documents, will be valid and binding obligations of the Company, enforceable against the Company
in accordance with their terms. The Warrant Shares, when issued in accordance with the terms of the Warrants, are, and will be upon the
exercise thereof, duly authorized, and will be validly issued, fully paid and non-assessable. The Company has reserved from its duly
authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement including with respect to issuance
of the Warrant Shares upon exercise of the Warrants. As of the Closing, the Company shall have reserved from its duly authorized capital
stock not less than 100% of the maximum number of shares of Common Stock issuable upon exercise of the Warrants (without taking into
account any limitations on the exercise of the Warrants set forth in the Warrants).


 


(ii)       The
Company was at the time of the filing of the Registration Statement eligible to use Form S-3. The Company is eligible to use Form S-3
under the Securities Act and it meets the transaction requirements with respect to the aggregate market value of securities being sold
pursuant to this offering and during the twelve (12) calendar months prior to this offering, as set forth in General Instruction I.B.1
of Form S-3, if applicable. The Company has prepared and filed with the Commission a registration statement under the Securities Act
on Form S-3 (File No. 333-264038) on March 31, 2022, providing for the offer and sale, from time to time, of up to $100,000,000 of the
Company’s securities (the “Registration Statement”). The Registration Statement became effective under the Securities
Act on April 14, 2022. The prospectus included in the Registration Statement at the time it became effective, including documents incorporated
therein by reference, is referred to herein as the “Base Prospectus.” No stop order suspending the effectiveness of
the Registration Statement has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending
or, to the knowledge of the Company, are contemplated by the Commission and any request on the part of the Commission for additional
information has been complied with. The term “Prospectus” means the prospectus supplement (the “Prospectus
Supplement”) relating to the offering and sale of the Securities to be filed with the Commission pursuant to Rule 424(b) under
the Securities Act, together with the Base Prospectus, including all documents incorporated therein by reference.


 




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(iii)       Any
“issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) relating to the Securities is hereafter
referred to as an “Issuer Free Writing Prospectus.” Any reference herein to the Base Prospectus and the Prospectus
shall be deemed to refer to and include the documents incorporated by reference therein as of the date of filing thereof; and any reference
herein to any “amendment” or “supplement” with respect to any of the Base Prospectus and the Prospectus shall
be deemed to refer to and include (i) the filing of any document with the Commission incorporated or deemed to be incorporated therein
by reference after the date of filing of such Base Prospectus or Prospectus and (ii) any such document so filed.


 


All
references in this Agreement to the Registration Statement, the Base Prospectus, or the Prospectus, or any Issuer Free Writing Prospectus,
or any amendments or supplements to any of the foregoing, shall be deemed to include any copy thereof filed with the Commission on the
Commission’s Electronic Data Gathering, Analysis and Retrieval System.


 


(g)       Securities
Act Compliance. The Registration Statement complies, and the Prospectus and any further amendments or supplements to the Registration
Statement or the Prospectus will comply, with the applicable provisions of the Securities Act. Each part of the Registration Statement,
when such part became effective, did not contain an untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading. The Prospectus and any amendments or supplements thereto,
at the time the Prospectus or any such amendment or supplement was issued and at the Closing Date, conformed and will conform in all
material respects to the requirements of the Securities Act. The Prospectus, as of its filing date, and any amendment thereof or supplement
thereto, did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading.


 


(h)       No
Stop Orders. No order preventing or suspending the use of the Base Prospectus or any Issuer Free Writing Prospectus has been issued
by the Commission.


 




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(i)       Capitalization.
The equity capitalization of the Company is as set forth on Schedule 3.1(i). All of the issued and outstanding shares of Common
Stock are duly authorized, validly issued, fully paid and non-assessable and have been duly and validly authorized and issued, in compliance
with all federal and state securities laws and not in violation of or subject to any preemptive or similar right that entitles any person
to acquire from the Company any Common Stock or other security of the Company or any security convertible into, or exercisable or exchangeable
for, Common Stock or any other such security, except for such rights as may have been fully satisfied or waived prior to the date hereof.
Except as a result of the purchase and sale of the Securities and as set forth in Schedule 3.1(i), the Company has 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 Common Stock, or
contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional Common Stock or
Common Stock Equivalents. No Person has any right of first refusal, pre-emptive right, right of participation, or any similar right to
participate in the transactions contemplated by the Transaction Documents. Except for the Required Approvals, no further approval or
authorization of any shareholder of the Company, 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.


 


(j)       Reports.
The Company has filed all reports, schedules, forms, statements and other ‎documents required to be filed by the Company under the
Securities Act and Exchange ‎Act, including pursuant to Section 13(a) or 15(d) thereof for the two years preceding the date hereof
(the foregoing materials, ‎including the exhibits thereto and documents incorporated by reference therein, together ‎with the
Prospectus, being collectively referred to ‎herein as the “SEC Reports”), on a timely basis or has received a
valid extension of such ‎time of filing and has filed any such SEC Reports prior to the expiration of any such ‎extension. As
of their respective dates, the SEC Reports complied in all material respects ‎with the requirements of the Securities Act and the
Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading. The Company is not, and has never been, an issuer identified in Rule 144(i)(1) of the Securities
Act.


 


(k)       Financial
Statements. The consolidated financial statements, including the notes thereto, included or incorporated by reference in the Registration
Statement and the Prospectus comply in all material respects with applicable accounting requirements and the rules and regulations of
the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with
accounting principles generally accepted in the United States (“GAAP”) applied on a consistent basis during the periods
involved, 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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(l)       Material
Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest consolidated financial statements included
in or incorporated by reference into the Registration Statement and the Prospectus, except as set forth in the Registration Statement
and the Prospectus, (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) neither the Company nor any Subsidiary has incurred any liabilities (contingent or otherwise) other
than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities
not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission,
(iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of
cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital
stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company
stock incentive plans or similar employee benefit plans or as a condition of entering into an employment agreement. The Company does
not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities
contemplated by this Agreement, 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 (1) Trading Day prior to the date that this representation
is made.


 


(m)       Litigation.
There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened
against or except for the action filed by the Company with respect to the 2019 Securities Purchase Agreement, 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 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 any director
or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities
laws or a claim of breach of fiduciary duty, which could result in a Material Adverse Effect. The Company has disclosed, in the documents
filed by the Company pursuant to Sections 12, 13, 14 or 15 of the Exchange Act and incorporated or deemed to be incorporated by reference
into the Prospectus, all such information that it is required to disclose in respect of any Action pursuant to the requirements of the
Securities Act and the Exchange Act, as applicable. There has not been, and to the knowledge of the Company, there is not pending or
contemplated, any material investigation by the Commission involving the Company or any current or former director or officer of the
Company which is required to be disclosed in the SEC Reports. The Commission has not issued any stop order or other order suspending
the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.


 




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(n)       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
or any Subsidiary, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’
employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither
the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe
that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary,
is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary
information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third
party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability
with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all U.S. federal, state, local
and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours,
except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect.


 


(o)       Compliance.
Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been waived
that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or
any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement
or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default
or violation has been waived), (ii) is in violation of any judgment, decree or order of any court, arbitrator or other governmental authority
or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation
all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality
and safety and employment and labor matters, except in each case of (i), (ii) and (iii) as could not have or reasonably be expected to
result in a Material Adverse Effect, and except in the case of (i) for certain alleged violations of the 2019 Securities Purchase Agreement.


 


(p)       Environmental
Law. There has been no storage, generation, transportation, handling, use, treatment, disposal, discharge, emission, contamination,
release or other activity involving any kind of hazardous, toxic or other wastes, pollutants, contaminants, petroleum products or other
hazardous or toxic substances, chemicals or materials (“Hazardous Substances”) by, due to, on behalf of, or caused
by the Company or any Subsidiary (or, to the Company’s knowledge, any other entity for whose acts or omissions the Company is or
may be liable) upon any property now or previously owned, operated, used or leased by the Company or any Subsidiary, or upon any other
property, which would be a violation of or give rise to any liability under any applicable law, rule, regulation, order, judgment, decree
or permit, common law provision or other legally binding standard relating to pollution or protection of human health and the environment
(“Environmental Law”), except for violations and liabilities which, individually or in the aggregate, would not have
a Material Adverse Effect. There has been no disposal, discharge, emission contamination or other release of any kind at, onto or from
any such property or into the environment surrounding any such property of any Hazardous Substances with respect to which the Company
or any Subsidiary has knowledge, except as would not, individually or in the aggregate, have a Material Adverse Effect. There is no pending
or, to the best of the Company’s knowledge, threatened administrative, regulatory or judicial action, claim or notice of noncompliance
or violation, investigation or proceedings relating to any Environmental Law against the Company or any Subsidiary, except as would not,
individually or in the aggregate, have a Material Adverse Effect. No property of the Company or any Subsidiary is subject to any Lien
under any Environmental Law. Except as disclosed in the Prospectus, neither the Company nor any Subsidiary is subject to any order, decree,
agreement or other individualized legal requirement related to any Environmental Law, which, in any case (individually or in the aggregate),
would have a Material Adverse Effect. The Company and each Subsidiary are in compliance in all material respects with all applicable
federal, state, local and Environmental Laws and each has all permits, authorizations and approvals required under any applicable Environmental
Laws and are each in compliance with their requirements. In the ordinary course of its business, the Company periodically reviews the
effect of Environmental Laws on the business, operations and properties of the Company and the Subsidiaries, in the course of which it
identifies and evaluates associated costs and liabilities (including, without limitation, any capital or operating expenditures required
for clean-up, closure or remediation of properties or compliance with Environmental Laws, or any permit, license or approval, any related
constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Company has reasonably
concluded that such associated costs and liabilities would not, individually or in the aggregate, have a Material Adverse Effect.


 




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(q)       Title
to Assets. 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. Any real property and facilities held under lease by the Company and the Subsidiaries
are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance in all
material respects.


 


(r)       Regulatory
Permits. The Company possesses all licenses, certificates, registrations, authorizations and permits issued by the appropriate federal,
state, local or foreign regulatory authorities necessary to conduct its business as described in the Registration Statement and the Prospectus
(collectively, the “Material Permits”) except where any failures to possess or make the same would not, individually
or in the aggregate, have a Material Adverse Effect. The Company is in compliance with all such Material Permits, including with all
conditions and limitations on the commercial rights granted by such Material Permits; all such Material Permits are valid and in full
force and effect, except where the validity or failure to be in full force and effect would not, individually or in the aggregate, have
a Material Adverse Effect. The Company has not received notification of any revocation, modification, suspension, termination or invalidation
(or proceedings related thereto) of any such Material Permit and the Company has no reason to believe that any such Material Permit will
not be renewed.


 




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(s)       Intellectual
Property. To the Company’s knowledge, the Company or its Subsidiaries owns or possesses or has valid rights to use all patents,
patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses,
inventions, trade secrets and similar rights (“Intellectual Property Rights”) necessary for the conduct of the business
of the Company and its Subsidiaries as currently carried on and as described in the Registration Statement and the Prospectus. To the
knowledge of the Company, no action or use by the Company necessary for the conduct of its business as currently carried on and as described
in the Registration Statement and the Prospectus will involve or give rise to any infringement of, or license or similar fees for, any
Intellectual Property Rights of others. Neither the Company nor any of its Subsidiaries has received any notice alleging any such infringement,
fee or conflict with asserted Intellectual Property Rights of others. Except as would not reasonably be expected to result, individually
or in the aggregate, in a Material Adverse Effect (A) to the knowledge of the Company, there is no infringement, misappropriation or
violation by third parties of any of the Intellectual Property Rights owned by the Company; (B) there is no pending or, to the knowledge
of the Company, threatened action, suit, proceeding or claim by others challenging the rights of the Company in or to any such Intellectual
Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim, that would, individually
or in the aggregate, together with any other claims in this Section 3.1(s), reasonably be expected to result in a Material Adverse Effect;
(C) the Intellectual Property Rights owned by the Company and, to the knowledge of the Company, the Intellectual Property Rights licensed
to the Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there is
no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope
of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim
that would, individually or in the aggregate, together with any other claims in this Section 3.1(s), reasonably be expected to result
in a Material Adverse Effect; (D) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim
by others that the Company infringes, misappropriates or otherwise violates any Intellectual Property Rights or other proprietary rights
of others, the Company has not received any written notice of such claim and the Company is unaware of any other facts which would form
a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 3.1(s),
reasonably be expected to result in a Material Adverse Effect; and (E) to the Company’s knowledge, no employee of the Company is
in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention
assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or
with a former employer where the basis of such violation relates to such employee’s employment with the Company, or actions undertaken
by the employee while employed with the Company and could reasonably be expected to result, individually or in the aggregate, in a Material
Adverse Effect. To the Company’s knowledge, all material technical information developed by and belonging to the Company which
has not been disclosed in a filed patent application has been kept confidential. The Company is not a party to or bound by any options,
licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth
in the Registration Statement and the Prospectus and are not described therein. The Registration Statement and the Prospectus contain
in all material respects the same description of the matters set forth in the preceding sentence. None of the technology employed by
the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to
the Company’s knowledge, any of its officers, directors or employees, or otherwise in violation of the rights of any persons.


 




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(t)       Insurance.
The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in
such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not
limited to, directors and officers insurance coverage. Neither the Company nor any Subsidiary has any reason to believe that it will
not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers
as may be necessary to continue its business without a significant increase in cost.


 


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


 


(v)       Sarbanes-Oxley;
Internal Accounting Controls. The Company and the Subsidiaries and their respective officers and directors are in compliance with
the applicable provisions of the Sarbanes-Oxley Act of 2002, as amended. The Company and the Subsidiaries maintain a system of internal
accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s
general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity
with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general
or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals
and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have established disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure
controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the
Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.
The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and
the Subsidiaries as of applicable dates specified under the Exchange Act (such date, the “Evaluation Date”). The Company
presented in its most recently filed Quarterly Report on Form 10-Q the conclusions of the certifying officers about the effectiveness
of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as set forth in the Prospectus,
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 the Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal
control over financial reporting of the Company and the Subsidiaries.


 




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(w)       Certain
Fees. Except for fees payable to A.G.P. as will be set forth in the Prospectus and the Placement Agency Agreement, 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 Purchasers shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons
for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated by the Transaction Documents.


 


(x)       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.


 


(y)       Registration
Rights. 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.


 


(z)       Listing
and Maintenance Requirements. The Company is subject to the reporting requirements of Section 13 of the Exchange Act and files periodic
reports with the SEC; upon issuance, the Securities will be registered with the SEC under Section 12(b) of the Exchange Act; and the
Company is not in breach of any filing or other requirements under the Exchange Act. The Company has taken no action designed to or which
is likely to have the effect of terminating the registration of its Common Stock under the Exchange Act nor has it received any notice
that the Commission is contemplating terminating such registration. The Company has not, in the 12 months preceding the date hereof,
received notice from any Trading Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not
in compliance with the listing or maintenance requirements of such Trading Market, provided that the Company received notice from the
Trading Market that it is not in compliance with the minimum bid price requirement under the listing rules of The Nasdaq Capital Market.
The Company is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing
and maintenance requirements, provided that the Common Stock is currently trading below the minimum bid price required under the listing
rules of The Nasdaq Capital Market. The Common Stock is currently eligible for electronic transfer through the Depository Trust Company
or another established clearing corporation and the Company is current in payment of the fees to the Depository Trust Company (or such
other established clearing corporation) in connection with such electronic transfer.


 




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(aa)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 ‎articles of incorporation (or similar charter documents) or the
laws of its jurisdiction of ‎incorporation that is or could become applicable to the Purchasers as a result of the ‎Purchasers
and the Company fulfilling their obligations or exercising their rights under the ‎Transaction Documents, including without limitation
as a result of the Company’s ‎issuance of the Securities and the Purchasers’ ownership of the Securities‎.


 


(bb)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 any of the Purchasers or their agents or counsel with any information
that it believes constitutes or might constitute material, non-public information which is not otherwise disclosed in the Prospectus.
The Company understands and confirms that the Purchasers will rely on the foregoing representation in effecting transactions in securities
of the Company. All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company and its Subsidiaries,
and their respective businesses and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, is true
and correct in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.
The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole 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 the 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.


 


(cc)No
Integrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2,
neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers
or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities
to be integrated with prior offerings by the Company for purposes of (i) the Securities Act, or (ii) 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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(dd)Solvency.
Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt by the Company
of the proceeds from the sale of the Securities hereunder, (i) the fair saleable value of the Company’s assets exceeds the amount
that will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including known contingent
liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital to carry on its business as
now conducted and as proposed to be conducted including its capital needs taking into account the particular capital requirements of
the business conducted by the Company, consolidated and projected capital requirements and capital availability thereof, and (iii) the
current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after
taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when
such amounts are required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts as they mature
(taking into account the timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of any
facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization
laws of any jurisdiction within one year from the Closing Date. Schedule 3.1(dd) sets forth as of the date hereof all outstanding secured
and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. For the purposes
of this Agreement, “Indebtedness” means (x) any liabilities for borrowed money or amounts owed by the Company 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 to third parties, 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. Neither the Company nor any Subsidiary is in default with
respect to any Indebtedness.


 


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


 


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


 




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(gg)Accountants.
The Company’s independent registered public accounting firm is as set forth in the Prospectus. To the knowledge of the Company,
such accounting firm (i) is a registered public accounting firm as required by the Exchange Act and (ii) expressed its opinion with respect
to the financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and
will express its opinion with respect to the financial statements to be included in the Company’s Annual Report on Form 10-K for
the fiscal year ended December 31, 2022.


 


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


 


(ii)       Acknowledgment
Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except
for Sections 3.2(e) and 4.14 hereof), it is understood and acknowledged by the Company that: (i) none of the Purchasers
has been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities
of the Company, or “derivative” securities based on securities issued by the Company or to hold the 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) any Purchaser, and counter-parties in “derivative”
transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the
Common Stock, and (iv) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party
in any “derivative” transaction. The Company further understands and acknowledges that (y) one or more Purchasers may engage
in hedging activities (in material compliance with applicable laws) 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.


 


(jj)Regulation
M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action
designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale
or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the
Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of
the Company, other than, in the case of clauses (ii) and (iii), compensation paid to A.G.P pursuant to the Placement Agency Agreement.


 




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(kk)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 sanctions, which shall include but are not limited
to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”)
and the Company will not, directly or indirectly, use the proceeds of this offering, or lend, contribute or otherwise make available
such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any
person currently subject to any sanctions, including but not limited to U.S. sanctions administered by OFAC.


 


(ll)Stock
Option Plans. Each stock option granted by the Company under the Company’s stock option plan or omnibus long-term incentive
plan was granted (i) in accordance with the terms of such plan and (ii) with an exercise price at least equal to the fair market value
of the Common Stock on the date such stock option would be considered granted under GAAP and applicable law. No stock option granted
under the Company’s stock option plan or omnibus long-term incentive plan has been backdated. The Company has not knowingly granted,
and there is no and has been no Company policy or practice to knowingly grant, stock options prior to, or otherwise knowingly coordinate
the grant of stock options with, the release or other public announcement of material information regarding the Company or the Subsidiaries
or their financial results or prospects.


 


(mm)Reserved.


 


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


 


(oo)       Bank
Holding Company Act. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company Act of
1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal
Reserve”). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly or indirectly, five percent
(5%) or more of the outstanding shares of any class of voting securities or twenty-five percent (25%) 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.


 


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


 




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(qq)Information
Technology. The Company’s and the Subsidiaries’ information technology assets and equipment, computers, systems, networks,
hardware, software, websites, applications, and databases (collectively, “IT Systems”) operate and perform in all
material respects as required in connection with the operation of the business of the Company and the Subsidiaries as currently conducted.
The Company and the Subsidiaries maintain commercially reasonable controls, policies, procedures, and safeguards to maintain and protect
their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and all personal,
personally identifiable, sensitive, confidential or regulated data (“Personal Data”) processed and stored thereon,
and to the knowledge of the Company, there have been no breaches, incidents, violations, outages, compromises or unauthorized uses of
or accesses to same, except for those that have been remedied without material cost or liability or the legal obligation to notify any
other person, nor are any such incidents under internal review or investigations relating to the same. The Company and the Subsidiaries
are presently in compliance in all material respects with all applicable laws or statutes and all applicable judgments, orders, rules
and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating
to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized
use, access, misappropriation or modification, except for any such noncompliance that would not have a Material Adverse Effect.


 


(rr)Other
Covered Persons. Other than A.G.P., the Company is not aware of any person that has been or will be paid (directly or indirectly)
remuneration for solicitation of purchasers in connection with the sale of any Securities.


 


(ss)Regulatory.
Except as described in the Registration Statement and the Prospectus, as applicable, the Company and its Subsidiaries (i) have not received
any notice from any court or arbitrator or governmental or regulatory authority or third party alleging or asserting noncompliance with
any laws or any licenses, exemptions, certificates, approvals, clearances, authorizations, permits, registrations and supplements or
amendments thereto required to conduct the Company’s business as presently conducted (“Authorizations”); (ii)
possess all material Authorizations and such Authorizations are valid and in full force and effect and are not in violation of any term
of any such Authorizations; (iii) have not received any written notice that any court or arbitrator or governmental or regulatory authority
has taken, is taking or intends to take, action to limit, suspend, materially modify or revoke any Authorizations nor is any such limitation,
suspension, modification or revocation threatened; (iv) have filed, obtained, maintained or submitted all material reports, documents,
forms, notices, applications, records, claims, submissions and supplements or amendments as required by any Authorizations and that all
such reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments were complete and accurate
on the date filed (or were corrected or supplemented by a subsequent submission); and (v) are not a party to any corporate integrity
agreements, monitoring agreements, consent decrees, settlement orders, or similar agreements with or imposed by any governmental or regulatory
authority, except in the case of each of clauses (i) through (v), such as could not have or reasonably be expected to result
in a Material Adverse Effect.


 




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(tt)Material
Agreements. The agreements and documents described in the Registration Statement or Prospectus conform in all material respects to
the descriptions thereof contained or incorporated by reference therein conformed in all material respects to the requirements of the
Securities Act or the Exchange Act, as applicable at the time filed, and were filed on a timely basis with the Commission and none of
such documents contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading; any further documents so filed and there are no
agreements or other documents required by the Securities Act and the rules and regulations thereunder to be described in the Prospectus
or to be filed with the Commission as exhibits to the Registration Statement or to be incorporated by reference in the Registration Statement
or Prospectus, that have not been so described or filed or incorporated by reference.


 


(uu)Integration.
The Company has not sold or issued any securities that would be integrated with the offering of the securities contemplated by this Agreement
pursuant to the Securities Act or the interpretations thereof by the Commission.


 


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


 


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


 




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(b)       Understandings
or Arrangements. Such Purchaser is acquiring the Securities as principal for its own account and has no direct or indirect arrangement
or understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty
not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with
applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business.
Such Purchaser is acquiring such Securities as principal for his, her or 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 in violation of the Securities Act or any applicable state securities law and has no
direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities
in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting such Purchaser’s
right to sell such Securities pursuant to a registration statement or otherwise in compliance with applicable federal and state securities
laws).


 


(c)       Purchaser
Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, either: (i) an “accredited
investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified institutional
buyer” as defined in Rule 144A(a) under the Securities Act.


 


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


 


(e)       Access
to Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits
and schedules thereto) and the SEC Reports and has been afforded: (i) the opportunity to ask such questions as it has deemed necessary
of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities
and the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial condition, results
of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity
to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary
to make an informed investment decision with respect to the investment. Such Purchaser acknowledges and agrees that neither A.G.P., nor
any Affiliate of A.G.P., has provided such Purchaser with any information or advice with respect to the Securities nor is such information
or advice necessary or desired. Neither A.G.P. nor any Affiliate has made or makes any representation as to the Company or the quality
of the Securities and A.G.P. and any Affiliate may have acquired non-public information with respect to the Company which such Purchaser
agrees need not be provided to it. In connection with the issuance of the Securities to such Purchaser, neither A.G.P., nor any of its
Affiliates has acted as a financial advisor or fiduciary to such Purchaser.


 




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(f)       Certain
Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor has
any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchases or
sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser first
received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material terms
of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing, in the
case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s
assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other
portions of such Purchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets
managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other than to
other Persons party to this Agreement or to such Purchaser’s representatives, including, without limitation, its officers, directors,
partners, legal and other advisors, employees, agents and Affiliates, such Purchaser has maintained the confidentiality of all disclosures
made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing,
for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty against, or a prohibition of, any
actions with respect to the borrowing of, arrangement to borrow, identification of the availability of, and/or securing of, securities
of the Company in order for such Purchaser (or its broker or other financial representative) to effect Short Sales or similar transactions
in the future.


 


(g)       General
Solicitation. Such Purchaser is not purchasing the Securities as a result of any advertisement, article, notice or other communication
regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at
any seminar or, to the knowledge of such Purchaser, any other general solicitation or general advertisement.


 


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


 


ARTICLE
IV.



OTHER AGREEMENTS OF THE PARTIES


 


4.1       Legends.
The Shares and Warrants shall be issued free of legends.


 


4.2       Warrant
Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the
issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to
any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent
registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale
or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement
is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available
for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company
to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company
shall use commercially reasonable best efforts to keep a registration statement (including the Registration Statement) registering the
issuance or resale of the Warrant Shares effective during the term of the Warrants.


 




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4.3       Furnishing
of Information. Until the Warrants have expired, the Company covenants to timely file (or obtain extensions in respect thereof and
file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange
Act even if the Company is not then subject to the reporting requirements of the Exchange Act.


 


4.4       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 for purposes of the rules and regulations
of any Trading Market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder
approval is obtained before the closing of such subsequent transaction.


 


4.5       Securities
Laws Disclosure; Publicity. The Company shall (a) by the Disclosure Time issue a press release disclosing the material terms of the
transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including such Transaction Documents as exhibits thereto
as are deemed required by Company Counsel, with the Commission within the time required by the Exchange Act. From and after the issuance
of such press release, the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information
delivered to any of the Purchasers by the Company or any of the Subsidiaries, or any of their respective officers, directors, employees
or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the issuance of
such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement,
whether written or oral, between the Company, any of the Subsidiaries or any of their respective officers, directors, agents, employees
or Affiliates on the one hand, and any of the Purchasers or any of their Affiliates on the other hand, shall terminate. The Company and
each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby,
and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the
prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with
respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is
required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement
or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name
of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such
Purchaser, except (a) as required by federal securities law in connection with the filing of final Transaction Documents with the Commission
and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers
with prior notice of such disclosure permitted under this clause (b).


 




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


 


4.7       Non-Public
Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents,
which shall be disclosed pursuant to Section 4.5, the Company covenants and agrees that neither it, nor any other Person acting
on its behalf will provide any Purchaser or any Purchaser’s agents or counsel with any information that constitutes, or the Company
reasonably believes constitutes, material non-public information, unless prior thereto such Purchaser shall have consented to the receipt
of such information and agreed with the Company to keep such information confidential. The Company understands and confirms that each
Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company,
any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates delivers any material, non-public
information to a Purchaser without such Purchaser’s consent, the Company hereby covenants and agrees that such Purchaser shall
not have any duty of confidentiality to the Company, any of the Subsidiaries, or any of their respective officers, directors, agents,
employees or Affiliates, or a duty to the Company, any of the Subsidiaries or any of their respective officers, directors, agents, employees
or Affiliates not to trade on the basis of, such material, non-public information, provided that the Purchaser shall remain subject to
applicable law. To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public
information regarding the Company or any Subsidiaries, the Company shall simultaneously file such material non-public information on
with the Commission pursuant to a Current Report on Form 8-K. The Company understands and confirms that each Purchaser shall be relying
on the foregoing covenant in effecting transactions in securities of the Company.


 


4.8       Use
of Proceeds. The Company shall use the net proceeds from the sale of the Securities hereunder for working capital and general corporate
purposes and shall not use such proceeds: (a) 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), (b) for the redemption of any Common Stock or Common Stock Equivalents,
(c) for the settlement of any outstanding litigation, or (d) in violation of FCPA or OFAC regulations, except in the case of (a) and
(b) for the repayment of debt as required pursuant to the terms of the 2022 Securities Purchase Agreement.


 




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4.9       Indemnification
of Purchasers. Subject to the provisions of this Section 4.9, the Company will indemnify and hold each ‎Purchaser and
its directors, officers, shareholders, members, partners, employees and agents (and ‎any other Persons with a functionally equivalent
role of a Person holding such titles ‎notwithstanding a lack of such title or any other title), each Person who controls such Purchaser
‎‎(within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), ‎and the directors, officers,
shareholders, agents, members, partners or employees (and any other ‎Persons with a functionally equivalent role of a Person holding
such titles notwithstanding a lack ‎of such title or any other title) of such controlling persons (each, a “Purchaser Party”)
harmless ‎from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and ‎expenses, including all
judgments, amounts paid in settlements, court costs and reasonable ‎attorneys’ fees and costs of investigation that any such
Purchaser Party may suffer or incur ‎caused by or based upon (a) any breach of any of the representations, warranties covenants or
agreements made by the ‎Company in this Agreement or in the other Transaction Documents or (b) any action instituted ‎against
the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any ‎shareholder of the Company who is not
an Affiliate of such Purchaser Party, with respect to any ‎of the transactions contemplated by the Transaction Documents (unless
such action is solely ‎based upon a material breach of such Purchaser Party’s representations, warranties or covenants ‎under
the Transaction Documents or any agreements or understandings such Purchaser Party may ‎have with any such shareholder or any violations
by such Purchaser Party of state or federal ‎securities laws or any conduct by such Purchaser Party which is finally judicially determined
to ‎constitute fraud, gross negligence or willful misconduct). The Company will indemnify each ‎Purchaser Party, to the fullest
extent permitted by applicable law, from and against any and all ‎losses, claims, damages, liabilities, costs (including, without
limitation, reasonable attorneys’ fees) ‎and expenses, as incurred, caused by or based upon (i) any untrue or alleged untrue
statement of ‎a material fact contained in the Registration Statement or any amendment thereto, any Issuer ‎Free Writing Prospectus,
the Prospectus or any amendment or supplement thereto, or caused by ‎or based upon any omission or alleged omission of a material
fact required to be stated therein or ‎necessary to make the statements therein (in the case of any prospectus or supplement thereto,
in ‎the light of the circumstances under which they were made) not misleading, except to the extent, ‎but only to the extent,
that such untrue statements or omissions are based solely upon information ‎regarding such Purchaser Party furnished in writing to
the Company by such Purchaser Party ‎expressly for use therein, or (ii) any violation or alleged violation by the Company of the
‎Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder ‎in connection therewith‎.
If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such
Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with
counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate
counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense
of such Purchaser Party except to the extent that (x) the employment thereof has been specifically authorized by the Company in writing,
(y) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (z) in such action there
is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position
of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such
separate counsel. The Company will not be liable to any Purchaser Party under this Agreement (1) for any settlement by a Purchaser Party
effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (2) to the extent,
but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations,
warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification
required by this Section 4.9 shall be made by periodic payments of the amount thereof during the course of the investigation or
defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause
of action or similar right of any Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant
to law.


 




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4.10       Reservation
of Common Stock. As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available at
all times, free of preemptive rights, a sufficient number of shares of Common Stock for the purpose of enabling the Company to issue
the Shares and the Warrant Shares pursuant to this Agreement and the Warrants. For avoidance of doubt, so long as any portion of any
of the Warrants remains outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the
purpose of issuance, no less than 100% of the sum of the maximum number of Warrant Shares issuable upon exercise in full of the Warrants
(without regard to any limitations on the exercise of the Warrants set forth therein); provided that at no time shall the number of shares
of Common Stock reserved pursuant to this Section 4.10 be reduced other than proportionally in connection with any exercise of
the Warrants.


 


4.11       Listing
of Common Stock. The Company hereby agrees to use commercially reasonable efforts to maintain the listing of the Common Stock on
The Nasdaq Capital Market and prior to the Closing, the Company shall apply to list all of the Shares and the Warrant Shares on The Nasdaq
Capital Market and secure the listing of all of the Shares and Warrant Shares on The Nasdaq Capital Market. The Company further agrees,
if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the
Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed
or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue
the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing
and other obligations under the bylaws or rules of the Trading Market. For so long as the Company maintains a listing or quotation of
the Common Stock on a Trading Market, the Company agrees to maintain the eligibility of the Common Stock for electronic transfer through
the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to
the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer.


 


4.12       Lock-Up.
The Company shall not amend, modify, waive or terminate any provision of any of the Lock-Up Agreements except to extend the term of the
lock-up period and shall enforce the provisions of each Lock-Up Agreement in accordance with its terms. If any party to a Lock-Up Agreement
breaches any provision of a Lock-Up Agreement, the Company shall promptly use its commercially reasonable efforts to seek specific performance
of the terms of such Lock-Up Agreement.


 




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4.13       Subsequent
Equity Sales.


 


(a)       From
the date hereof until seventy-five (75) days after the Closing Date, neither the Company nor any Subsidiary shall issue, enter into any
agreement to issue or announce the issuance or proposed issuance of any Common Stock or Common Stock Equivalents or (ii) file any registration
statement or any amendment or supplement thereto relating to the offering of any shares of capital stock of the Company or any securities
convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than a registration statement on Form
S-8), in each case other than as contemplated by this Agreement.


 


(b)       From
the date hereof until the six (6) month anniversary of the Closing Date, neither the Company nor any Subsidiary shall effect or enter
into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (or a
combination of units thereof) involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction
in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or
include the right to receive additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other
price that is based upon and/or varies with the trading prices of or quotations for the shares of Common Stock at any time after the
initial issuance of such debt or equity securities, or (B) with a conversion, exercise or exchange price that is subject to being reset
at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events
directly or indirectly related to the business of the Company or the market for the Common Stock or (ii) enters into, or effects a transaction
under, any agreement, including, but not limited to, an equity line of credit or at-the-market offering facility, whereby the Company
may issue securities at a future determined price). Any Purchaser shall be entitled to obtain injunctive relief against the Company to
preclude any issuance of Common Stock or Common Stock Equivalents that is prohibited by this Section 4.13(b), which remedy shall
be in addition to any right to collect damages.


 


(c)       Notwithstanding
the foregoing, Section 4.13(a) shall not apply in respect of an Exempt Issuance, except that no Variable Rate Transaction shall
be an Exempt Issuance.


 


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


 




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4.15       Certain
Transactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it
nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short
Sales of any of the Company’s securities during the period commencing with the execution of this Agreement and ending at such time
that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described
in Section 4.5. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions
contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press release as described in Section
4.5, such Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information included
in this Agreement, including the schedules hereto. Notwithstanding the foregoing, and notwithstanding anything contained in this Agreement
to the contrary, the Company expressly acknowledges and agrees that (i) no Purchaser makes any representation, warranty or covenant hereby
that it will not engage in effecting transactions in any securities of the Company after the time that the transactions contemplated
by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.5, (ii) no Purchaser
shall be restricted or prohibited from effecting any transactions in any securities of the Company in accordance with applicable securities
laws from and after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial
press release as described in Section 4.4 and (iii) no Purchaser shall have any duty of confidentiality or duty not to trade in
the securities of the Company to the Company or the Subsidiaries after the issuance of the initial press release as described in Section
4.5. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio
managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment
decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the covenant set forth above shall
only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities
covered by this Agreement.


 


4.16       Capital
Changes. Until the six-month anniversary of the Closing Date, the Company shall not voluntarily undertake a reverse or forward stock
split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the
Shares, provided, however, that this provision shall not be read to limit the ability of the Company to undertake a reverse stock split
or reclassification of the Common Stock if deemed by the Company to be necessary or appropriate in order to regain or maintain compliance
with the listing rules of The Nasdaq Capital Market.


 


4.17       Exercise
Procedures. The form of Notice of Exercise included in the Warrants sets forth the totality of the procedures required of the Purchasers
in order to exercise the Warrants. No additional legal opinion, other information, or instructions shall be required of the Purchasers
to exercise their Warrants. Without limiting the preceding sentences, no ink-original Notice of Exercise shall be required, nor shall
any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required in order to exercise
the Warrants. The Company shall honor exercises of the Warrants and shall deliver Warrant Shares in accordance with the terms, conditions,
and time periods set forth in the Transaction Documents.


 




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ARTICLE
V.



MISCELLANEOUS


 


5.1       Termination.
This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever
on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been
consummated on or before October 30, 2022; provided, however, that no such termination will affect the right of any party to sue for
any breach by any other party (or parties).


 


5.2       Fees
and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and expenses
of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation,
preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees (including, without
limitation, any fees required for same-day processing of any instruction letter delivered by the Company and any exercise notice delivered
by a Purchaser), stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchasers.


 


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


 


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


 


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


 




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


 


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


 


5.8       No
Third-Party Beneficiaries. A.G.P. shall be the third-party beneficiary of the representations and warranties of the Company in Section
3.1 and the representations and warranties of the Purchasers in Section 3.2. This Agreement is intended for the benefit of
the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof
be enforced by, any other Person, except as otherwise set forth in Section 4.9 and this Section 5.8.


 


5.9       Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed
by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts
of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions
contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates,
directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts
sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts
sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with
any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents),
and hereby irrevocably waives, and agrees not to assert in any action or proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, that such action or proceeding is improper or is an inconvenient venue for such Proceeding. Each party
hereby irrevocably waives personal service of process and consents to process being served in any such action or proceeding by mailing
a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect
for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.
If any party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then, in addition to the
obligations of the Company under Section 4.9, the prevailing party in such action or proceeding shall be reimbursed by the non-prevailing
party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution
of such action or proceeding.


 




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5.10       Survival.
The representations and warranties contained herein shall survive the Closing and the delivery of the Securities for a period of five
(5) years from the Closing.


 


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


 


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


 


5.13       Rescission
and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any
of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document
and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may rescind
or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in
whole or in part without prejudice to its future actions and rights provided, however, that in the case of
a rescission of an exercise of a Warrant, the applicable Purchaser shall be required to return any shares of Common Stock subject to
any such rescinded exercise notice concurrently with the return to such Purchaser of the aggregate exercise price paid to the Company
for such shares and the restoration of such Purchaser’s right to acquire such shares pursuant to such Purchaser’s Warrant
(including, issuance of a replacement warrant certificate evidencing such restored right).


 


5.14       Replacement
of Securities. If any certificate or instrument evidencing any Shares or Warrants 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.


 




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


 


5.16       Payment
Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document or a
Purchaser 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.


 


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


 




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5.18       Liquidated
Damages. The Company’s obligations to pay any partial liquidated damages or other amounts owing under the Transaction Documents
is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other amounts have
been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages or other amounts
are due and payable shall have been canceled.


 


5.19       Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted
herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.


 


5.20       Currency.
Unless otherwise stated, all dollar amounts and references to “‎‎$” in this Agreement refer to the lawful currency
of the United States.


 


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


 


5.22       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)


 




    	38



     


    

 


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


 


	VERB
TECHNOLOGY COMPANY, INC.
	 	Address
    for Notice:
	 	 	 	 
	By:	 	 	3401
    North Thanksgiving Way, Suite 240

    Lehi,
    Utah 84043

	Name:	Rory J. Cutaia 	 	 
	Title:	Chairman, Chief Executive Officer,  President and Secretary	 	 
	 	 	 	E-mail:  RORY@verb.tech


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK, SIGNATURE PAGE FOR PURCHASER FOLLOWS]


 




    	 



     


    

 


[PURCHASER
SIGNATURE PAGES TO VERB


 


SECURITIES
PURCHASE AGREEMENT]


 


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


 


	Name
    of Purchaser:	 


 


	Signature
    of Authorized Signatory of Purchaser:	 


 


	Name
    of Authorized Signatory:	 


 


	Title
    of Authorized Signatory:	 


 


	Email
    Address of Authorized Signatory:	 


 


	Facsimile
    Number of Authorized Signatory:	 
	 
	Address
    for Notice to Purchaser:


 


DWAC
for Shares:


 


Subscription
Amount: $_________________


 


Shares:
_________________


 


Warrant
Shares: __________________ Beneficial Ownership Blocker  ☐ 4.99% or ☐  9.99%


 


Pre-Funded
Warrant Shares: _________________ Beneficial Ownership Blocker ☐  4.99% or ☐  9.99%


 


EIN
Number: ____________________