Exhibit 10.1


 


Execution Version



5,000,000 Shares


 


GROWGENERATION CORP.


 


Common Stock


 


UNDERWRITING AGREEMENT


 


December 8, 2020


 


Oppenheimer
& Co. Inc.,

as Representative of the several

Underwriters named in Schedule I hereto


c/o Oppenheimer
& Co. Inc.


85 Broad
Street


New York,
New York 10004


 


Ladies and Gentlemen:


 


GrowGeneration Corp.,
a Colorado corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell
to you and the other underwriters named on Schedule I to this Agreement (the “Underwriters”), for whom
you are acting as Representative (the “Representative”), an aggregate of 5,000,000 shares (the “Firm
Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”). The
respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on
Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional
750,000 shares (the “Option Shares”) of Common Stock from the Company in connection with the sale of the Firm
Shares. The Firm Shares and the Option Shares are collectively called the “Shares.”


 


The Company has prepared
and filed in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”),
and the published rules and regulations thereunder (the “Rules”) adopted by the Securities and Exchange Commission
(the “Commission”) an automatic shelf registration statement on Form S-3 (No. 333-251174), including a
related prospectus dated December 7, 2020 (the “Base Prospectus”) relating to common stock, warrants, debt securities
and units of the Company that may be sold from time to time by the Company in accordance with Rule 415 of the Securities Act,
which automatic shelf registration statement became effective under Rule 462(e) under the Rules (“Rule 462(e)”).
Copies of such registration statement (including all post-effective amendments thereof and all documents incorporated or deemed
to be incorporated by reference therein) and of the related Base Prospectus have heretofore been delivered by the Company or are
otherwise available to you.


 






     


     

    

 


The term
“Preliminary Prospectus” means the Base Prospectus, together with any preliminary prospectus supplement
used or filed by the Company with the Commission pursuant to Rule 424(b) of the Rules for use in connection with the
offering of the Shares, in the form provided to the Underwriters by the Company. The term “Registration
Statement” as used in this Agreement means, as of any time, the registration statement as amended by any
post-effective amendments thereto to such time, including the exhibits and any schedules thereto at such time, the documents
incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the
Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B under the Rules
(“Rule 430B”). The term “Effective Date” shall mean each date that the Registration
Statement and any post-effective amendment or amendments thereto became or becomes effective and each deemed effective date
with respect to the Underwriters pursuant to Rule 430B(f)(2) under the Rules. The term “Prospectus” means
the Base Prospectus and any amendments or further supplements to such Base Prospectus, and including, without limitation, the
final prospectus supplement in connection with the proposed sale of the Shares contemplated by this Agreement filed pursuant
to Rule 424(b) under the Rules with the Commission. Unless otherwise stated herein, any reference herein to the Registration
Statement, any Preliminary Prospectus, the Statutory Prospectus (as hereinafter defined) and the Prospectus shall be deemed
to refer to and include the documents incorporated or deemed to be incorporated by reference therein, including pursuant to
Item 12 of Form S-3 under the Securities Act, which were filed under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”) on or before the date hereof or are so filed hereafter. Any reference herein to the
terms “amend,” “amendment” or “supplement” with respect to the Registration Statement,
any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed to refer to and include any such
document filed or to be filed under the Exchange Act after the date of the Registration Statement, any such Preliminary
Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed to be incorporated therein by
reference. 


 


The Company understands
that the Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Statutory Prospectus
(as hereinafter defined) and the Prospectus, as soon after the Effective Date and the date of this Agreement as the Representative
deems advisable. The Company hereby confirms that the Underwriters and dealers have been authorized to distribute or cause to be
distributed each Preliminary Prospectus, and each Issuer Free Writing Prospectus (as hereinafter defined) and are authorized to
distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto
to the Underwriters).


 


1. Sale, Purchase,
Delivery and Payment for the Shares. On the basis of the representations, warranties
and agreements contained in, and subject to the terms and conditions of, this Agreement:


 


(a) The
Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to
purchase from the Company, at a purchase price of $28.35 per share (the “Initial Price”), the number of Firm
Shares set forth opposite the name of such Underwriter under the column “Number of Firm Shares to be Purchased from the Company”
on Schedule I to this Agreement, subject to adjustment in accordance with Section 8 hereof.


 






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(b) The
Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the
Option Shares in connection with the sale of the Firm Shares at the Initial Price. The number of Option Shares to be
purchased by each Underwriter shall be the same percentage (adjusted by the Representative to eliminate fractions) of the
total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such
option may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day
before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of
this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by
written, facsimile or telegraphic notice, by the Representative to the Company no later than 12:00 noon, New York City time,
on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date
(as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if
other than the Firm Shares Closing Date) of such purchase.


 


(c) [Reserved.]


 


(d) Payment
of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices of Oppenheimer &
Co. Inc., 85 Broad Street, New York, New York 10004, at 10:00 a.m., New York City time, on the second business day following the
date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement,
as shall be agreed upon by the Company and the Representative (such time and date of delivery and payment are called the “Firm
Shares Closing Date”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters,
payment of the purchase price, and delivery of the certificates, for such Option Shares shall be made at the above-mentioned offices,
or at such other place as shall be agreed upon by the Representative and the Company, on each date of delivery as specified in
the notice from the Representative to the Company (such time and date of delivery and payment are called the “Option Shares
Closing Date”). The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a “Closing
Date” and, together, the “Closing Dates.”


 


(e) Payment
shall be made to the Company by wire transfer of immediately available funds , against delivery of the respective certificates
to the Representative for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them.


 


(f) Certificates
evidencing the Shares shall be registered in such names and shall be in such denominations as the Representative shall request
at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise
of the option as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative through
the facilities of the Depository Trust Company (“DTC”) for the account of such Underwriter. The Company will
cause the certificates representing the Shares to be made available for checking and packaging, at such place as is designated
by the Representative, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case
of the Option Shares).


 






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2. Representations
and Warranties of the Company. The Company represents and warrants to each Underwriter
as of the date hereof, as of the Firm Shares Closing Date and as of each Option Shares Closing Date (if any), as follows:


 


(a)
The Company meets the requirements for use of Form S-3 under the Securities Act. The Registration Statement is an “automatic
shelf registration statement” (as defined in Rule 405) and the Shares have been and remain eligible for registration by the
Company on such automatic shelf registration statement. Each of the Registration Statement and any post-effective amendment thereof,
as of the applicable Effective Date, as of the date of the Prospectus, as of the date any supplement or amendment to the Prospectus
is filed with the Commission and as of each Closing Date, (i) complied or will comply, in all material respects, with the requirements
of the Securities Act and the Rules and the Exchange Act and the rules and regulations of the Commission thereunder and (ii) did
not or will not, contain any untrue statement of a material fact or omit to state any 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.
Each Preliminary Prospectus and any amendment or supplement thereto, at the time of its filing with the Commission (whether filed
as part of the Registration Statement or any amendment thereto or pursuant to Rule 424 of the Rules), complied in all material
respects with the requirements of the Securities Act and the Rules and did not contain any untrue statement of a material fact
or omit to state any 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 Prospectus and any amendment or supplement thereto, as of
the date of the Prospectus and any amendment or supplement thereto, as of the time of filing with the Commission pursuant to Rule
424(b) and as of each Closing Date, will comply in all material respects with the requirements of the Securities Act and the Rules
and will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading. If applicable, each Preliminary Prospectus
and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted
copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T. Notwithstanding
the foregoing, none of the representations and warranties in this paragraph 2(a) shall apply to statements in, or omissions from,
the Registration Statement, any Preliminary Prospectus or the Prospectus made in reliance upon, and in conformity with, information
herein or otherwise furnished in writing by the Representative on behalf of the several Underwriters specifically for use in the
Registration Statement, any Preliminary Prospectus or the Prospectus. With respect to the preceding sentence, the Company
acknowledges that the only information furnished in writing by the Representative for use in the Registration Statement, any Preliminary
Prospectus or the Prospectus consists of the following: the statements appearing in the fourth, twelfth, thirteenth and fourteenth
paragraphs under the caption “Underwriting” in the Prospectus (collectively, the “Underwriter Information”).


 


(b) As
of the Applicable Time (as hereinafter defined), none of (i) the price to the public and the number of Shares offered and
sold, as indicated on the cover page of the Prospectus and the Statutory Prospectus (as hereinafter defined), all considered
together (collectively, the “General Disclosure Package”), (ii) any individual Issuer Free Writing
Prospectus when considered together with the General Disclosure Package and (iii) any individual Written Testing-the Waters
Communication (as defined herein), when considered together with the General Disclosure Package, included, includes or will
include any untrue statement of a material fact or omitted, omits or will omit to state any 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; provided, however, that this representation and warranty shall not apply to statements in
or omissions in the General Disclosure Package made in reliance upon and in conformity with the Underwriter Information.


 






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Each Issuer Free Writing
Prospectus (as hereinafter defined), including any electronic road show (including without limitation any “bona fide electronic
road show” as defined in Rule 433(h)(5) under the Securities Act) (each, a “Road Show”) (i) is identified
in Schedule III hereto and (iii) complied when issued, and complies, in all material respects with the requirements of the
Securities Act and the Rules and the Exchange Act and the rules and regulations of the Commission thereunder.


 


As used in this Section
and elsewhere in this Agreement:


 


“Applicable
Time” means 7:40 p.m. (Eastern time) on the date of this Underwriting Agreement.


 


“Statutory Prospectus”
as of any time means the Preliminary Prospectus relating to the Shares that is included in the Registration Statement immediately
prior to the Applicable Time, including any document incorporated by reference therein and any prospectus supplement deemed to
be a part thereof.


 


“Issuer Free
Writing Prospectus” means each “free writing prospectus” (as defined in Rule 405 of the Rules) prepared by
or on behalf of the Company or used or referred to by the Company in connection with the offering of the Shares, including, without
limitation, each Road Show.


 


(c) The
Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the
Registration Statement or suspending or preventing the use of any Preliminary Prospectus, the Prospectus or any “free writing
prospectus”, as defined in Rule 405 under the Rules, has been issued by the Commission and no proceedings for that purpose
have been instituted or are threatened under the Securities Act. Any required filing of any Preliminary Prospectus and/or the Prospectus
and any supplement thereto pursuant to Rule 424(b) of the Rules has been or will be made in the manner and within the time period
required by such Rule 424(b). Any material required to be filed by the Company pursuant to Rule 433(d) or Rule 163(b)(2) of the
Rules has been or will be made in the manner and within the time period required by such Rules.


 


(d) The
documents incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, at the time
they became effective or were filed with the Commission, as the case may be, complied in all material respects with the
requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission
thereunder, and none of such documents contained an 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, and any further documents so filed and incorporated by reference in the Registration
Statement, any Preliminary Prospectus and the Prospectus, when such documents become effective or are filed with the
Commission, as the case may be, will conform in all material respects to the requirements of the Securities Act or the
Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue
statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they are made, not misleading.


 






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(e) Each
Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and
sale of the Shares or until any earlier date that the Company notified or notifies the Representative as described in the next
sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information
contained in the Registration Statement, including any document incorporated by reference therein and any prospectus supplement
deemed to be a part thereof that has not been superseded or modified, the Statutory Prospectus or the Prospectus.


 


If at any time following
issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer
Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Statutory
Prospectus or the Prospectus or included or would include an untrue statement of a material fact or omitted or would 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
prevailing at the subsequent time, not misleading, the Company has promptly notified or will promptly notify the Representative
and has promptly amended or will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate
or correct such conflict, untrue statement or omission.


 


(f) The
financial statements of the Company (including all notes and schedules thereto) included in the Registration Statement, the Statutory
Prospectus and Prospectus present fairly the financial position of the Company and its consolidated subsidiaries at the dates indicated
and the statement of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for
the periods specified; and such financial statements and related schedules and notes thereto, and the unaudited financial information
filed with the Commission as part of the Registration Statement, have been prepared in conformity with generally accepted accounting
principles, consistently applied throughout the periods involved. The summary and selected financial data included in the Statutory
Prospectus and Prospectus present fairly the information shown therein as at the respective dates and for the respective periods
specified and have been presented on a basis consistent with the consolidated financial statements set forth in the Prospectus
and other financial information.


 


(g) Plante
& Moran, PLLC (the “P&M”), the Company’s auditors on an ongoing basis, are independent public
accountants as required by the Securities Act and the Rules.


 


(h) Connolly
Grady & Cha, LLP (“CGC”), the Company’s auditors for the years ended December 31, 2019 and 2018, whose
reports are filed with the Commission as part of the Registration Statement, the General Disclosure Package, the Statutory Prospectus
or the Prospectus, as applicable, are and, during the periods covered by their reports, were, independent public accountants as
required by the Securities Act and the Rules.


 






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(i) The
Company and each of its subsidiaries, including each entity (corporation, partnership, joint venture, association or other business
organization) controlled directly or indirectly by the Company (each, a “subsidiary”), are duly organized, validly
existing and in good standing under the laws of their respective jurisdictions of incorporation or organization and each such entity
has all requisite power and authority to carry on its business as is currently being conducted as described in the Registration
Statement, the General Disclosure Package, the Statutory Prospectus and the Prospectus, and to own, lease and operate its properties.
All of the issued shares of capital stock of, or other ownership interests in, each subsidiary have been duly and validly authorized
and issued and are fully paid and non-assessable and are owned, directly or indirectly, by the Company, free and clear of any lien,
charge, mortgage, pledge, security interest, claim, limitation on voting rights, equity, trust or other encumbrance, preferential
arrangement, defect or restriction of any kind whatsoever. The Company and each of its subsidiaries is duly qualified to do business
and is in good standing as a foreign corporation in each jurisdiction in which the nature of the business conducted by it or location
of the assets or properties owned, leased or licensed by it requires such qualification, except where the failure to so qualify
individually or in the aggregate would not have a material adverse effect on the assets, properties, condition, financial or otherwise,
or in the results of operations, business affairs or business prospects of the Company and its subsidiaries considered as a whole
(a “Material Adverse Effect”); and to the Company’s knowledge, no proceeding has been instituted in any
such jurisdiction revoking, limiting or curtailing, or seeking to revoke, limit or curtail, such power and authority or qualification.
The Company does not own, lease or license any asset or property or conduct any business outside the United States of America and
Canada.


 


(j) At
the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of
complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated
report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), and (iii) at the time the Company or
any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) of the Rules made any offer
relating to the Shares in reliance on the exemption of Rule 163 of the Rules, the Company is a “well-known seasoned
issuer” as defined in Rule 405 of the Rules, including not having been an “ineligible issuer” as defined in
Rule 405 of the Rules. The Registration Statement is an “automatic shelf registration statement,” as defined in
Rule 405 of the Rules, that initially became effective within three years of the date hereof. If immediately prior to the
third anniversary (the “Renewal Deadline”) of the initial effective date of the Registration Statement,
any of the Shares remain unsold by the Underwriters, the Company will, prior to the Renewal Deadline file, if it has not
already done so and is eligible to do so, a new automatic shelf registration statement relating to the Shares, in a form
satisfactory to the Representative. If the Company is no longer eligible to file an automatic shelf registration statement,
the Company will, prior to the Renewal Deadline, if it has not already done so, file a new shelf registration statement
relating to the Shares, in a form satisfactory to the Representative, and will use its best efforts to cause such
registration statement to be declared effective within 180 days after the Renewal Deadline. The Company will take all other
action necessary or appropriate to permit the public offering and sale of the Shares to continue as contemplated in the
expired Registration Statement. References herein to the Registration Statement shall include such new automatic shelf
registration statement or such new shelf registration statement, as the case may be.


 






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The Company
has not received from the Commission any notice pursuant to Rule 401(g)(2) of the Rules objecting to the use of the automatic shelf
registration form. If at any time when Shares remain unsold by the Underwriters the Company receives from the Commission a notice
pursuant to Rule 401(g)(2) of the Rules or otherwise ceases to be eligible to use the automatic shelf registration statement form
, the Company will (i) promptly notify the Representative, (ii) promptly file a new registration statement or post-effective amendment
on the proper form relating to the Shares, in a form satisfactory to the Representative, (iii) use its best efforts to cause such
registration statement or post-effective amendment to be declared effective as soon as practicable, and (iv) promptly notify the
Representative of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering
and sale of the Shares to continue as contemplated in the Registration Statement that was the subject of the notice under Rule
401(g)(2) or for which the Company has otherwise become ineligible. References herein to the Registration Statement relating to
the Shares shall include such new registration statement or post-effective amendment, as the case may be.


 


The Company
agrees to pay the required filing fees to the Commission relating to the Shares within the time required by Rule 456(b)(1) of the
Rules without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Rules.


 


(k) The
Company and each of its subsidiaries has all requisite corporate power and authority, and all necessary authorizations,
approvals, consents, orders, licenses, certificates and permits of and from all governmental or regulatory bodies or any
other person or entity (collectively, the “Permits”), to own, lease and license its assets and properties
and conduct its business, all of which are valid and in full force and effect, except where the lack of such Permits,
individually or in the aggregate, would not have a Material Adverse Effect. The Company and each of its subsidiaries has
fulfilled and performed in all material respects all of its obligations with respect to such Permits and no event has
occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other
material impairment of the rights of the Company thereunder. Except as may be required under the Securities Act and state and
foreign Blue Sky laws, no other Permits are required to enter into, deliver and perform this Agreement and to issue and sell
the Shares. The Company and each of its subsidiaries are in compliance in all material respects with all applicable federal,
state, local and foreign laws, regulations, orders and decrees, including with respect to the ownership, testing,
development, manufacture, packaging, processing, use, distribution, storage, import, export or disposal of any product
manufactured or distributed by the Company or its subsidiaries.


 






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(l)
Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company owns or
possesses the valid right to use all (i) valid and enforceable patents, patent applications, trademarks, trademark
registrations, service marks, service mark registrations, Internet domain name registrations, copyrights, copyright
registrations, licenses, trade secret rights (“Intellectual Property Rights”) and (ii) inventions,
software, works of authorships, trademarks, service marks, trade names, databases, formulae, know how, Internet domain names
and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential
information, systems, or procedures) (collectively, “Intellectual Property Assets”) necessary to conduct
its business as currently conducted, and as proposed to be conducted and described in the Registration Statement, the General
Disclosure Package and the Prospectus. The Company has not received any notice of, nor is aware of, any infringement of or
conflict with asserted rights of others with respect to any Intellectual Property Rights or Intellectual Property Assets.
Further, the Company has not received any opinion from its legal counsel concluding that any activities of its business
infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and
has not received written notice of any challenge, which is to its knowledge still pending, by any other person to the rights
of the Company with respect to any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company.
To the Company’s knowledge, the Company’s business as now conducted does not give rise to any infringement of,
any misappropriation of, or other violation of, any valid and enforceable Intellectual Property Rights of any other person.
All licenses for the use of the Intellectual Property Rights described in the Registration Statement, the General Disclosure
Package and the Prospectus are valid, binding upon, and enforceable by or against the parties thereto in accordance to its
terms. The Company has complied in all material respects with, and is not in breach nor has received any asserted or
threatened claim of breach of any Intellectual Property license, and the Company has no knowledge of any breach or
anticipated breach by any other person to any Intellectual Property license. No claim has been made against the Company
alleging the infringement by the Company of any patent, trademark, service mark, trade name, copyright, trade secret, license
in or other intellectual property right or franchise right of any person. The Company has taken all reasonable steps to
protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and
confidentiality agreements. The consummation of the transactions contemplated by this Agreement will not result in the loss
or impairment of or payment of any additional amounts with respect to, nor require the consent of any other person in respect
of, the Company’s right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for
use in the conduct of the business as currently conducted. The Company has at all times complied with all applicable laws
relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by
the Company in the conduct of the Company’s business. No claims have been asserted or threatened against the Company
alleging a violation of any person’s privacy or personal information or data rights and the consummation of the
transactions contemplated hereby will not breach or otherwise cause any violation of any law related to data privacy, data
protection, or the collection and use of personal information collected, used, or held for use by the Company in the conduct
of the Company’s business. The Company takes reasonable measures to ensure that such information is protected against
unauthorized access, use, modification, or other misuse. The Company has taken all necessary actions to obtain ownership of
all works of authorship and inventions made by its employees, consultants and contractors during the time they were employed
by or under contract with the Company and which relate to the Company’s business. All founders and key employees have
signed confidentiality and invention assignment agreements with the Company.


 






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(m) (i)(x)
To the knowledge of Company, there has been no security breach or other compromise of any Personal Data (as defined herein) and/or
any of the Company’s information technology and computer systems, networks, hardware, software used to store and/or process
any Personal Data (collectively, “IT Systems and Data”) and (y) the Company has not been notified of, and has
no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise
to their IT Systems and Data; (ii) the Company is presently in compliance 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 Data and to the protection of such IT Systems
and Data from unauthorized use, access, misappropriation or modification, if any, except as would not, in the case of this clause
(ii), individually or in the aggregate, have a Material Adverse Effect; and (iii) the Company has implemented backup and disaster
recovery technology consistent with industry standards and practices. “Personal Data” means (i) a natural
person’s name, street address, telephone number, email address, photograph, social security number, bank information, or
customer or account number; (ii) any information which would qualify as “personally identifying information” under
the Federal Trade Commission Act, as amended; (iii) Protected Health Information as defined by Health Insurance Portability
and Accountability Act, as amended; and (iv) any other piece of information that identifies such natural person, or his or
her family, or identifies a specific person’s health condition or sexual orientation.


 


(n) The
Company and each of its subsidiaries has good and marketable title in fee simple to all real property, and good and marketable
title to all other property owned by it, in each case free and clear of all liens, encumbrances, claims, security interests and
defects, except such as do not materially affect the value of such property and do not materially interfere with the use made or
proposed to be made of such property by the Company and its subsidiaries. All property held under lease by the Company and its
subsidiaries is held by them under valid, existing and enforceable leases, free and clear of all liens, encumbrances, claims, security
interests and defects, except such as are not material and do not materially interfere with the use made or proposed to be made
of such property by the Company and its subsidiaries.


 


(o)
Subsequent to the respective dates as of which information is given in the Registration Statement, the General Disclosure
Package, the Statutory Prospectus and the Prospectus, (i) there has not been any event which could have a Material Adverse
Effect; (ii) neither the Company nor any of its subsidiaries has sustained any loss or interference with its assets,
businesses or properties (whether owned or leased) from fire, explosion, earthquake, flood or other calamity, including a
health epidemic or pandemic outbreak of infectious disease (including without limitation, a further outbreak or escalation of
COVID-19 or any related/mutated form of COVID-19), whether or not covered by insurance, or from any labor dispute or any
court or legislative or other governmental action, order or decree which would have a Material Adverse Effect; and (iii)
since the date of the latest balance sheet included in the Registration Statement, the General Disclosure Package and the
Prospectus, neither the Company nor its subsidiaries has, except as described in the Registration Statement, the General
Disclosure Package, the Statutory Prospectus and the Prospectus, (A) issued any securities or incurred any liability or
obligation, direct or contingent, for borrowed money, except such liabilities or obligations incurred in the ordinary course
of business, (B) entered into a definitive agreement for any transaction (whether or not in the ordinary course of business)
that is material to the Company and its subsidiaries taken as a whole or (C) declared or paid any dividend or made any
distribution on any shares of its stock or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or
otherwise acquire any shares of its capital stock.


 






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(p) There
is no document, contract or other agreement required to be described in the Registration Statement, the General Disclosure Package,
the Statutory Prospectus or the Prospectus or to be filed as an exhibit to the Registration Statement which is not described or
filed as required by the Securities Act or Rules. Each description of a contract, document or other agreement in the Registration
Statement, the General Disclosure Package, the Statutory Prospectus or the Prospectus accurately reflects in all respects the terms
of the underlying contract, document or other agreement. Except as would not have a Material Adverse Effect, each contract, document
or other agreement described in the Registration Statement, the General Disclosure Package, the Statutory Prospectus or the Prospectus
or listed in the exhibits to the Registration Statement or incorporated by reference is in full force and effect and is valid and
enforceable by and against the Company or its subsidiary, as the case may be, in accordance with its terms. Neither the Company
nor any of its subsidiaries, if a subsidiary is a party, nor to the Company’s knowledge, any other party is in default in
the observance or performance of any term or obligation to be performed by it under any such agreement, and no event has occurred
which with notice or lapse of time or both would constitute such a default, in any such case which default or event, individually
or in the aggregate, would have a Material Adverse Effect. No default exists, and no event has occurred which with notice or lapse
of time or both would constitute a default, in the due performance and observance of any term, covenant or condition, by the Company
or its subsidiary, if a subsidiary is a party thereto, of any other agreement or instrument to which the Company or any of its
subsidiaries is a party or by which Company or its properties or business or a subsidiary or its properties or business may be
bound or affected which default or event, individually or in the aggregate, would have a Material Adverse Effect.


 


(q) The
statistical and market related data included in the Registration Statement, the General Disclosure Package, the Statutory Prospectus
or the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate.


 


(r)
Neither the Company nor any subsidiary (i) is in violation of its certificate or articles of incorporation, by-laws,
certificate of formation, limited liability company agreement, partnership agreement or other organizational documents, (ii)
is in default under, and no event has occurred which, with notice or lapse of time, or both, would constitute a default
under, or result in the creation or imposition of any lien, charge, mortgage, pledge, security interest, claim, limitation on
voting rights, equity, trust or other encumbrance, preferential arrangement, defect or restriction of any kind whatsoever,
upon, any property or assets of the Company or any subsidiary pursuant to, any bond, debenture, note, indenture, mortgage,
deed of trust, loan agreement or other agreement or instrument to which it is a party or by which it is bound or to which any
of its properties or assets is subject or (iii) is in violation of any statute, law, rule, regulation, ordinance, directive,
judgment, decree or order of any judicial, regulatory or other legal or governmental agency or body, foreign or domestic,
except (in the case of clauses (ii) and (iii) above) for violations or defaults that could not (individually or in the
aggregate) reasonably be expected to have a Material Adverse Effect.


 






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(s) This
Agreement has been duly authorized, executed and delivered by the Company.


 


(t) Neither
the execution, delivery and performance of this Agreement by the Company nor the consummation of any of the transactions contemplated
hereby (including, without limitation, the issuance and sale by the Company of the Shares) will give rise to a right to terminate
or accelerate the due date of any payment due under, or conflict with or result in the breach of any term or provision of, or constitute
a default (or an event which with notice or lapse of time or both would constitute a default) under, or require any consent or
waiver under, or result in the execution or imposition of any lien, charge or encumbrance upon any properties or assets of the
Company or its subsidiaries pursuant to the terms of, any indenture, mortgage, deed of trust or other agreement or instrument to
which the Company or any of its subsidiaries is a party or by which either the Company or its subsidiaries or any of their properties
or businesses is bound, or any franchise, license, permit, judgment, decree, order, statute, rule or regulation applicable to the
Company or any of its subsidiaries or violate any provision of the charter or by-laws of the Company or any of its subsidiaries,
except for such consents or waivers which have already been obtained and are in full force and effect.


 


(u) The
Company has authorized and outstanding capital stock as set forth under the captions “Capitalization” and
“Description of Capital Stock” in the Registration Statement, the General Disclosure Package and the Prospectus.
The certificates evidencing the Shares are in due and proper legal form and have been duly authorized for issuance by the
Company. All of the issued and outstanding shares of Common Stock have been duly and validly issued and are fully paid and
nonassessable. There are no statutory preemptive or other similar rights to subscribe for or to purchase or acquire any
shares of Common Stock of the Company or any of its subsidiaries or any such rights pursuant to its Certificate of
Incorporation or by-laws or any agreement or instrument to or by which the Company or any of its subsidiaries is a party or
bound. The Shares, when issued and sold pursuant to this Agreement, will be duly and validly issued, fully paid and
nonassessable and none of them will be issued in violation of any preemptive or other similar right. Neither the filing of
the Registration Statement nor the offering or sale of the Shares as contemplated by this Agreement gives rise to any rights
for or relating to the registration of any shares of Common Stock or other securities of the Company. Except as disclosed in
the Registration Statement, the General Disclosure Package, the Statutory Prospectus and the Prospectus, there is no
outstanding option, warrant or other right calling for the issuance of, and there is no commitment, plan or arrangement to
issue, any share of stock of the Company or any of its subsidiaries or any security convertible into, or exercisable or
exchangeable for, such stock. The exercise price of each option to acquire Common Stock, stock bonus and other stock plans or
arrangements (each, a “Company Stock Option”) is no less than the fair market value of a share of Common
Stock as determined on the date of grant of such Company Stock Option. All grants of Company Stock Options were validly
issued and properly approved by the Board of Directors of the Company in material compliance with all applicable laws and
regulatory rules or requirements, including all applicable federal securities laws, and the terms of the plans under which
such Company Stock Options were issued and were recorded on the Company’s financial statements in accordance with GAAP,
and no such grants involved any “back dating”, “forward dating,” “spring loading” or
similar practices with respect to the effective date of grant. The description of the Company Stock Options and the options
or other rights granted thereunder set forth in the Registration Statement, the General Disclosure Package and the Prospectus
accurately and fairly presents in all material respects the information required to be shown with respect to such plans,
arrangements and awards. The Common Stock and the Shares conform in all material respects to all statements in relation
thereto contained in the Registration Statement, General Disclosure Package, the Statutory Prospectus and the Prospectus. All
outstanding shares of capital stock of each of the Company’s subsidiaries have been duly authorized and validly issued,
and are fully paid and nonassessable and are owned directly by the Company or by another wholly-owned subsidiary of the
Company free and clear of any security interests, liens, encumbrances, equities or claims, other than those described in the
Registration Statement, the General Disclosure Package, the Statutory Prospectus and the Prospectus.


 






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(v) No
holder of any security of the Company has any right, which has not been waived, to have any security owned by such holder included
in the Registration Statement or to demand registration of any security owned by such holder for a period of 90 days after the
date of this Agreement. Each director and executive officer of the Company listed on Schedule II hereto has delivered to
the Representative her or his enforceable written lock-up agreement in the form attached to this Agreement as Exhibit A
hereto (“Lock-Up Agreement”).


 


(w) There
are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property
of the Company or any of its subsidiaries is the subject which, if determined adversely to the Company or any of its subsidiaries
could individually or in the aggregate have a Material Adverse Effect; and, to the knowledge of the Company, no such proceedings
are threatened or contemplated by governmental authorities or threatened by others.


 


(x) All
necessary corporate action has been duly and validly taken by the Company and to authorize the execution, delivery and performance
of this Agreement and the issuance and sale of the Shares by the Company.


 


(y) Neither
the Company nor any of its subsidiaries is involved in any labor dispute nor, to the knowledge of the Company, is any such dispute
threatened, which dispute would have a Material Adverse Effect. The Company is not aware of any existing or imminent labor disturbance
by the employees of any of its principal suppliers or contractors which would have a Material Adverse Effect. The Company is not
aware of any threatened or pending litigation between the Company or its subsidiaries and any of its executive officers which,
if adversely determined, could have a Material Adverse Effect and has no reason to believe that such officers will not remain in
the employment of the Company.


 






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(z) No
transaction has occurred between or among the Company and any of its officers or directors, stockholders or five percent stockholders
or any affiliate or affiliates of any such officer or director or stockholder or five percent stockholders that is required to
be described in and is not described in the Registration Statement, the General Disclosure Package, the Statutory Prospectus and
the Prospectus.


 


(aa)The
Company has not taken, nor will it take, directly or indirectly, any action designed to or which might reasonably be expected to
cause or result in, or which has constituted or which might reasonably be expected to constitute, the stabilization or manipulation
of the price of the Common Stock or any security of the Company, within the meaning of Regulation M of the Exchange Act, to facilitate
the sale or resale of any of the Shares.


 


(bb)The
Company and each of its subsidiaries has filed all Federal, state, local and foreign tax returns which are required to be filed
through the date hereof, which returns are true and correct in all material respects or has received timely extensions thereof,
and has paid all taxes shown on such returns and all assessments received by it to the extent that the same are material and have
become due. There are no tax audits or investigations pending, which if adversely determined would have a Material Adverse Effect;
nor are there any material proposed additional tax assessments against the Company or any of its subsidiaries.


 


(cc)The
Shares have been duly authorized for listing on The Nasdaq Capital Market.


 


(dd)The
Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Common Stock under
the Exchange Act or the listing of the Common Stock on The Nasdaq Capital Market, nor has the Company received any notification
that the Commission or The Nasdaq Capital Market is contemplating terminating such registration or listing.


 


(ee)The
books, records and accounts of the Company and its subsidiaries accurately and fairly reflect, in all material respects, the
transactions in, and dispositions of, the assets of, and the results of operations of, the Company and its subsidiaries.
Except as disclosed in Registration Statement, the General Disclosure Package and the Prospectus, the Company and each of its
subsidiaries maintains a system of “internal control over financial reporting” sufficient to provide reasonable
assurances 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 accordance with generally accepted
accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with
management’s general or specific authorization, (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 and (v) interactive
data in eXtensible Business Reporting Language included in the Registration Statement fairly presents the information called
for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable
thereto.


 






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(ff)The
Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange
Act), which: (i) are designed to ensure that material information relating to the Company is made known to the Company’s
principal executive officer and its principal financial officer by others within the Company, particularly during the periods in
which the periodic reports required under the Exchange Act are required to be prepared; (ii) provide for the periodic evaluation
of the effectiveness of such disclosure controls and procedures at the end of the periods in which the periodic reports are required
to be prepared; and (iii) except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus,
are effective in all material respects to perform the functions for which they were established.


 


(gg)Based
on the Company’s most recent evaluation of its internal controls over financial reporting pursuant to Rule 13a-15(c) of the
Exchange Act, and except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company
is not aware of (i) any material weakness or significant deficiency in the design or operation of internal controls which could
adversely affect the Company’s ability to record, process, summarize and report financial data or any material weaknesses
in internal controls; or (ii) any fraud, whether or not material, that involves management or other employees who have a role in
the Company’s internal controls over financial reporting.


 


(hh)Except
as described in the Registration Statement, the General Disclosure Package, the Statutory Prospectus and the Prospectus and as
preapproved in accordance with the requirements set forth in Section 10A of the Exchange Act, the Auditor has not been engaged
by the Company to perform any “prohibited activities” (as defined in Section 10A of the Exchange Act).


 


(ii) There
are no material off-balance sheet arrangements (as defined in Item 303 of Regulation S-K) that have or are reasonably likely to
have a material current or future effect on the Company’s financial condition, revenues or expenses, changes in financial
condition, results of operations, liquidity, capital expenditures or capital resources.


 


(jj)The
Company’s Board of Directors has, subject to the exceptions, cure periods and phase in periods specified in the
applicable stock exchange rules (“Exchange Rules”) and validly appointed an audit committee to oversee
internal accounting controls whose composition satisfies the requirements of Listing Rule 5605 of the Nasdaq Stock Market and
the Board of Directors and/or the audit committee has adopted a charter that satisfies the requirements of Listing Rule 5605
of the Nasdaq Stock Market. The audit committee has adopted a charter that complies in all material respects with the
requirements of the Exchange Rules and has reviewed the adequacy of its charter within the past twelve months.


 


(kk)There
is and has been no failure on the part of the Company or any of its directors or officers, in their capacities as such, to comply
with any provision of the Sarbanes-Oxley Act of 2002, as amended, including, without limitation, Section 402 related to loans and
Sections 302 and 906 related to certifications.


 






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(ll)The
Company and its subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in
such amounts as are customary in the businesses in which they are engaged or propose to engage after giving effect to the transactions
described in the Registration Statement, the General Disclosure Package, Statutory Prospectus and the Prospectus; all policies
of insurance and fidelity or surety bonds insuring the Company or any of its subsidiaries or the Company’s or its subsidiaries’
respective businesses, assets, employees, officers and directors are in full force and effect; the Company and each of its subsidiaries
are in compliance with the terms of such policies and instruments in all material respects; and neither the Company nor any subsidiary
of the Company has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage
expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that is not
materially greater than the current cost. Neither the Company nor any of its subsidiaries has been denied any insurance coverage
which it has sought or for which it has applied.


 


(mm)Each
approval, consent, order, authorization, designation, declaration or filing of, by or with any regulatory, administrative or other
governmental body necessary in connection with the execution and delivery by the Company of this Agreement and the consummation
of the transactions herein contemplated required to be obtained or performed by the Company (except such additional steps as may
be required by the Financial Industry Regulatory Authority (“FINRA”) or may be necessary to qualify the Shares
for public offering by the Underwriters under the state securities or Blue Sky laws) has been obtained or made and is in full force
and effect.


 


(nn)There
are no affiliations with FINRA among the Company’s officers, directors or, to the knowledge of the Company, any five percent
or greater stockholder of the Company, except as set forth in the Registration Statement, the General Disclosure Package and the
Prospectus or otherwise disclosed in writing to the Representative.


 


(oo) All
of the information provided to the Underwriters or to counsel for the Underwriters by the Company, its counsel, its officers and
directors and the holders of any securities (debt or equity) or options to acquire any securities of the Company in connection
with the offering of the Shares is true, complete, correct and compliant in all material respects with FINRA’s rules, and
any letters, filings or other supplemental information provided to FINRA pursuant to FINRA Rules or NASD Conduct Rules is true,
complete, correct and compliant in all material respects.


 


(pp)(i)
Each of the Company and each of its subsidiaries is in compliance in all material respects with all rules, laws and regulation
relating to the use, treatment, storage and disposal of toxic substances and protection of health or the environment (“Environmental
Law”) which are applicable to its business; (ii) neither the Company nor its subsidiaries has received any notice from
any governmental authority or third party of an asserted claim under Environmental Laws; (iii) each of the Company and each of
its subsidiaries has received all permits, licenses or other approvals required of it under applicable Environmental Laws to conduct
its business and is in compliance with all terms and conditions of any such permit, license or approval; (iv) to the Company’s
knowledge, no facts currently exist that will require the Company or any of its subsidiaries to make future material capital expenditures
to comply with Environmental Laws; and (v) no property which is or has been owned, leased or occupied by the Company or its subsidiaries
has been designated as a Superfund site pursuant to the Comprehensive Environmental Response, Compensation of Liability Act of
1980, as amended (42 U.S.C. Section 9601, et. seq.) (“CERCLA”) or otherwise designated as a contaminated site
under applicable state or local law. Neither the Company nor any of its subsidiaries has been named as a “potentially responsible
party” under CERCLA.


 






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(qq)The
Company and each of its subsidiaries (i) is in compliance, in all material respects, with any and all applicable foreign,
federal, state and local laws, rules, regulations, treaties, statutes and codes promulgated by any and all governmental authorities
(including pursuant to the Occupational Health and Safety Act) relating to the protection of human health and safety in the workplace
(“Occupational Laws”); (ii) has received all material permits, licenses or other approvals required of
it under applicable Occupational Laws to conduct its business as currently conducted; and (iii) is in compliance, in all material
respects, with all terms and conditions of any such permits, licenses or approvals. No action, proceeding, revocation proceeding,
writ, injunction or claim is pending or, to the Company’s knowledge, threatened against the Company or any of its subsidiaries
relating to Occupational Laws, and the Company does not have knowledge of any facts, circumstances or developments relating to
its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions,
suits, investigations or proceedings.


 


(rr)The
Company is not and, after giving effect to the offering and sale of the Shares and the application of proceeds thereof as described
in the Registration Statement, General Disclosure Package, Statutory Prospectus and the Prospectus, will not be an required to
register as an “investment company” or an entity “controlled” by an “investment company” within
the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”).


 


(ss)Neither
the Company nor any of its subsidiaries nor any director, officer or employee of the Company or any of its subsidiaries nor
any director, officer, agent, employee, affiliate or other person associated with or acting on behalf of the Company or any
of its subsidiaries has, directly or indirectly, (i) used any corporate funds for unlawful contributions, gifts,
entertainment or other unlawful expenses relating to political activity; (ii) made or taken an act in furtherance of an
offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government
official or employee, including of any government-owned or controlled entity or of a public international organization, or
any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official
or candidate for political office; (iii) violated or is in violation of any anti-bribery laws, including but not limited to,
any applicable law, rule or regulation of any locality, including but not limited to any law, rule or regulation promulgated
to implement the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions,
signed December 17, 1997, including the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act 2010, or
any other applicable law, rule or regulation of similar purpose and scope or anti-corruption law; or (iv) made, offered,
agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without
limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and
its subsidiaries have instituted, maintained and enforced, and will continue to maintain and enforce, policies and procedures
designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws.


 






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(tt)The
operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable financial
recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money
laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or
guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-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 of its subsidiaries with respect to the Anti-Money Laundering Laws is pending, or to the knowledge of the Company,
threatened.


 


(uu)(i)Neither
the Company, nor any of its subsidiaries, directors, officers, or employees, nor, to the knowledge of the Company, any agent or
affiliate of the Company or any of its subsidiaries, or other person associated with or acting on behalf of the Company or any
of its subsidiaries is (i) currently the subject or the target of any sanctions administered or enforced by the U.S. government
(including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”)
or the U.S. Department of State and including, without limitation, the designation as a “specially designated national”
or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other
relevant sanctions authority (collectively, “Sanctions”), nor is (ii) located, organized or resident in a country
or territory that is the subject or the target of Sanctions, including, without limitation, the Crimea region of Ukraine, Cuba,
Iran, North Korea and Syria (each, a “Sanctioned Country”).


 


(ii) The
will not, directly or indirectly, use the proceeds of the offering of the Shares hereunder, or lend, contribute or otherwise
make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any
activities or business of or with any person that, at the time of such funding or facilitation, is the subject or the target
of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner
that will result in a violation by any person (including any person participating in the transaction, whether as underwriter,
advisor, investor or otherwise) of Sanctions.


 


(iii) For
the past five years, the Company and its subsidiaries have not engaged in and are not now engaged in, and will not engage in, any
dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of
Sanctions or with any Sanctioned Country.


 


(iv) The
Company has implemented and maintains in effect policies and procedures designed to ensure compliance by the Company, and the Company
and its subsidiaries, and their respective directors, officers and employees, and to the knowledge of the Company, the agents of
the Company and its subsidiaries, are in compliance with all applicable Sanctions, and are not knowingly engaged in any activity
that would reasonably be expected to result in the Company being designated as the subject or target of Sanctions.


 






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(vv)Except
as described in the Registration Statement, the General Disclosure Package, the Statutory Prospectus and the Prospectus, the Company
has not sold or issued any shares of Common Stock during the six-month period preceding the date of the Prospectus, including any
sales pursuant to Rule 144A under, or Regulations D or S of, the Securities Act, other than shares issued pursuant to employee
benefit plans, qualified stock options plans, other employee compensation plans or pursuant to outstanding options, rights or warrants,
or in connection with the acquisition of a business or its assets. For the avoidance of doubt, the Company has not sold or issued
any securities that would be integrated with the offering of the Shares contemplated by this Agreement pursuant to the Securities
Act, the Rules or any interpretations thereof by the Commission.


 


(ww)(i)
Each employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as
amended (“ERISA”), for which the Company or any member of its “Controlled Group”
(defined as any entity, whether or not incorporated, that is under common control with the Company within the meaning of
Section 4001(a)(14) of ERISA or any entity that would be regarded as a single employer with the Company under Section 414(b),
(c), (m) or (o) of the Code would have any liability (each, a “Plan”) has been maintained in compliance
with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to,
ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code,
has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption;
(iii) for each Plan that is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, no Plan has
failed (whether or not waived), or is reasonably expected to fail, to satisfy the minimum funding standards (within the
meaning of Section 302 of ERISA or Section 412 of the Code) applicable to such Plan; (iv) no Plan is, or is reasonably
expected to be, in “at risk status” (within the meaning of Section 303(i) of ERISA) and no Plan that is a
“multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA is in “endangered status” or
“critical status” (within the meaning of Sections 304 and 305 of ERISA); (v) the fair market value of the assets
of each Plan exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to
fund such Plan); (vi) no “reportable event” (within the meaning of Section 4043(c) of ERISA and the regulations
promulgated thereunder) has occurred or is reasonably expected to occur; (vii) each Plan that is intended to be qualified
under Section 401(a) of the Code is so qualified, and nothing has occurred, whether by action or by failure to act, which
would cause the loss of such qualification; (viii) neither the Company nor any member of the Controlled Group has incurred,
nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to
the Pension Benefit Guarantee Corporation, in the ordinary course and without default) in respect of a Plan (including a
“multiemployer plan”, within the meaning of Section 4001(a)(3) of ERISA); and (ix) none of the following events
has occurred or is reasonably likely to occur: (A) a material increase in the aggregate amount of contributions required to
be made to all Plans by the Company or its Controlled Group affiliates in the current fiscal year of the Company and its
Controlled Group affiliates compared to the amount of such contributions made in the Company’s and its Controlled Group
affiliates’ most recently completed fiscal year; or (B) a material increase in the Company and its subsidiaries’
“accumulated post-retirement benefit obligations” (within the meaning of Accounting Standards Codification Topic
715-60) compared to the amount of such obligations in the Company and its subsidiaries’ most recently completed fiscal
year, except in each case with respect to the events or conditions set forth in (i) through (ix) hereof, as would not,
individually or in the aggregate, have a Material Adverse Effect.


 






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(xx) None
of the Company, its directors or its officers has distributed nor will distribute prior to the later of (i) the Firm Shares Closing
Date, or the Option Shares Closing Date, and (ii) completion of the distribution of the Shares, any offering material in connection
with the offering and sale of the Shares other than any Preliminary Prospectus, the Prospectus, the Registration Statement and
other materials, if any, permitted by the Securities Act and consistent with Section 3(d) below.


 


(yy)Since
the date of the preliminary prospectus included in the Registration Statement filed with the Commission on December 7, 2020 (or,
if earlier, the first date on which the Company engaged directly or through any Person authorized to act on its behalf in any Testing-the-Waters
Communication (as defined herein)) through the date hereof, the Company has been and is an “emerging growth company,”
as defined in Section 2(a)(19) of the Securities Act (an “Emerging Growth Company”). “Testing-the-Waters
Communication” means any oral or written communication with potential investors undertaken in reliance on Section 5(d)
or Rule 163(b) of the Securities Act.


 


(zz)The
Company (a) has not alone engaged in any Testing-the-Waters Communication other than Testing-the-Waters Communications with the
consent of the Representative with entities that are qualified institutional buyers within the meaning of Rule 144A under the
Securities Act or institutions that are accredited investors within the meaning of Rule 501 under the Securities Act and (b) has
not authorized anyone other than the Representative to engage in Testing-the-Waters Communications. The Company reconfirms that
the Representative has been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Company has
not distributed any Written Testing-the-Waters Communications (as defined herein). “Written Testing-the-Waters Communication”
means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities
Act.


 


(aaa)No
forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) contained
in the Registration Statement, the General Disclosure Package or the Prospectus has been made or reaffirmed without a reasonable
basis or has been disclosed other than in good faith.


 


(bbb)Other
than as contemplated by this Agreement, the Company has not incurred any liability for any finder’s or broker’s fee
or agent’s commission in connection with the execution and delivery of this Agreement or the consummation of the transactions
contemplated hereby.


 


(ccc)There
are no business relationships or related-party transactions involving the Company or any of its subsidiaries or any other person
required to be described in the Registration Statement, the General Disclosure Package and the Prospectus that have not been described
as required.


 






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


 


(eee)There
are (and prior to the Firm Shares Closing Date and as of each Option Shares Closing Date (if any), will be) no debt securities,
convertible securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries that are rated by a “nationally
recognized statistical rating organization,” as such term is defined in Section 3(a)(62) under the Exchange Act.


 


(fff)The
Company (i) does not have any material lending or other relationship with any banking or lending affiliate of any Underwriter and
(ii) does not intend to use any of the proceeds from the sale of the Shares to repay any outstanding debt owed to any affiliate
of any Underwriter.


 


(ggg)No
subsidiary of the Company is currently prohibited, directly or indirectly, under any agreement or other instrument to which it
is a party or is subject, from paying any dividends to the Company, from making any other distribution on such subsidiary’s
capital stock or similar ownership interest, from repaying to the Company any loans or advances to such subsidiary from the Company
or from transferring any of such subsidiary’s properties or assets to the Company or any other subsidiary of the Company.


 


3. Conditions of
the Underwriters’ Obligations. The obligations of the Underwriters under
this Agreement are several and not joint. The respective obligations of the Underwriters to purchase the Shares are subject to
each of the following terms and conditions:


 


(a) Notification
that the Registration Statement has been filed shall have been received by the Representative, and the Prospectus shall have been
timely filed with the Commission in accordance with Section 4(a) of this Agreement and any material required to be filed by the
Company pursuant to Rule 433(d) of the Rules shall have been timely filed with the Commission in accordance with such rule.


 


(b) No
order preventing or suspending the use of any Preliminary Prospectus, the Prospectus or any “free writing prospectus”
(as defined in Rule 405 of the Rules), shall have been or shall be in effect and no order suspending the effectiveness of the Registration
Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the Commission, and any
requests for additional information on the part of the Commission (to be included in the Registration Statement or the Prospectus
or otherwise) shall have been complied with to the satisfaction of the Commission and the Representative. If the Company has elected
to rely upon Rule 430A, Rule 430A information previously omitted from the effective Registration Statement pursuant to Rule 430A
shall have been transmitted to the Commission for filing pursuant to Rule 424(b) within the prescribed time period and the Company
shall have provided evidence satisfactory to the Representative of such timely filing, or a post-effective amendment providing
such information shall have been promptly filed and declared effective in accordance with the requirements of Rule 430A.


 






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(c) The
representations and warranties of the Company contained in this Agreement and in the certificates delivered pursuant to Section
3(d) shall be true and correct when made and on and as of each Closing Date as if made on such date. The Company shall have performed
all covenants and agreements and satisfied all the conditions contained in this Agreement required to be performed or satisfied
by them at or before such Closing Date.


 


(d) The
Representative shall have received on each Closing Date a certificate, addressed to the Representative and dated such Closing
Date, of the chief executive officer and the chief financial officer of the Company to the effect that: (i) the
representations, warranties and agreements of the Company in this Agreement were true and correct when made and are true and
correct as of such Closing Date; (ii) the Company has performed all covenants and agreements and satisfied all conditions
contained herein; (iii) they have carefully examined the Registration Statement, the Prospectus, the General Disclosure
Package, and any individual Issuer Free Writing Prospectus and, in their opinion (A) as of the Effective Date the
Registration Statement and Prospectus did not include, and as of the Applicable Time, neither (i) the General Disclosure
Package, nor (ii) any individual Issuer Free Writing Prospectus, when considered together with the General Disclosure
Package, included, any untrue statement of a material fact and did not omit to state a material fact required to be stated
therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not
misleading, and (B) since the Effective Date no event has occurred which should have been set forth in a supplement or
otherwise required an amendment to the Registration Statement, the Statutory Prospectus or the Prospectus; (iv) no stop order
suspending the effectiveness of the Registration Statement has been issued and, to their knowledge, no proceedings for that
purpose have been instituted or are pending under the Securities Act and (v) there has not occurred any material adverse
change in the assets, properties, condition, financial or otherwise, or in the results of operations, business affairs or
business prospects of the Company and its subsidiaries considered as a whole.


 


(e) The
Representative shall have received: (i) simultaneously with the execution of this Agreement a signed letter from each of P&M
and CGC addressed to the Representative and dated the date of this Agreement, in form and substance reasonably satisfactory to
the Representative, containing statements and information of the type ordinarily included in accountants’ “comfort
letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration
Statement, the General Disclosure Package and the Prospectus, and (ii) on each Closing Date, a signed letter from each of P&M
and CGC addressed to the Representative and dated the date of such Closing Date(s), in form and substance reasonably satisfactory
to the Representative containing statements and information of the type ordinarily included in accountants’ “comfort
letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration
Statement, the General Disclosure Package and the Prospectus, provided, that such letter delivered on the Firm Shares Closing
Date and as of each Option Shares Closing Date (if any), shall use a “cut-off” date no more than two business days
prior to the Firm Shares Closing Date and each Option Shares Closing Date (if any).


 






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(f) The
Representative shall have received on each Closing Date from Robinson & Cole LLP, counsel for the Company, an opinion and negative
assurance letter, addressed to the Representative and dated such Closing Date in form and substance reasonably satisfactory to
the Representative.


 


(g) The
Representative shall have received on each Closing Date from Andrew I. Telsey, P.C., Colorado local counsel for the Company, an
opinion letter, addressed to the Representative and dated such Closing Date in form and substance reasonably satisfactory to the
Representative.


 


(h) The
Representative shall have received on each Closing Date from White & Case LLP, counsel for the Representative, an opinion and
negative assurance letter, addressed to the Representative and dated such Closing Date in form and substance reasonably satisfactory
to the Representative.


 


(i) All
proceedings taken in connection with the sale of the Firm Shares and the Option Shares as herein contemplated shall be reasonably
satisfactory in form and substance to the Representative, and their counsel.


 


(j) The
Representative shall have received copies of the Lock-up Agreements executed by each entity or person listed on Schedule II
hereto.


 


(k) The
Shares shall have been approved for listing on The Nasdaq Capital Market, subject only to official notice of issuance.


 


(l) The
Representative shall be reasonably satisfied that since the respective dates as of which information is given in the
Registration Statement, the Statutory Prospectus, the General Disclosure Package and the Prospectus, (i) there shall not have
been any material change in the capital stock of the Company or any material change in the indebtedness (other than in the
ordinary course of business) of the Company, (ii) except as set forth or contemplated by the Registration Statement, the
Statutory Prospectus, the General Disclosure Package or the Prospectus, no material oral or written agreement or other
transaction shall have been entered into by the Company that is not in the ordinary course of business or that could
reasonably be expected to result in a material reduction in the future earnings of the Company, (iii) no loss or damage
(whether or not insured) to the property of the Company shall have been sustained that had or could reasonably be expected to
have a Material Adverse Effect, (iv) no legal or governmental action, suit or proceeding affecting the Company or any of its
properties that is material to the Company or that affects or could reasonably be expected to affect the transactions
contemplated by this Agreement shall have been instituted or threatened and (v) there shall not have been any material change
in the assets, properties, condition (financial or otherwise), or in the results of operations, business affairs or business
prospects of the Company or its subsidiaries considered as a whole that makes it impractical or inadvisable in the
Representative’s judgment to proceed with the purchase or offering of the Shares as contemplated hereby.


 






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(m) On
or before the Firm Shares Closing Date, FINRA shall have confirmed that it has not raised any objection with respect to the fairness
and reasonableness of the underwriting terms and agreements in connection with the offering of the Shares.


 


(n) No
action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal,
state or foreign governmental or regulatory authority that would, as of the Firm Shares Closing Date or an Option Shares Closing
Date (if any), prevent the issuance or sale of the Shares; and no injunction or order of any federal, state or foreign court shall
have been issued that would, as of the Closing Date or an Option Shares Closing Date (if any), prevent the issuance or sale of
the Shares.


 


(o) The
Representative shall have received on or prior to each Closing Date satisfactory evidence of the good standing of the Company in
its jurisdiction of organization and its good standing as a foreign entity in such other jurisdictions as the Representative may
reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities
of such jurisdictions.


 


(p) The
Company shall have furnished or caused to be furnished to the Representative such further certificates or documents (including
a Secretary’s Certificate) as the Representative shall have reasonably requested.


 


4. Covenants and
other Agreements of the Company and the Underwriters.


 


(a) The
Company covenants and agrees as follows:


 


(i) The
Company will use its best efforts to cause the Registration Statement, if not effective at the time of execution of this
Agreement, and any amendments thereto, to become effective as promptly as possible. The Company shall prepare the Prospectus
in a form approved by the Representative and file such Prospectus pursuant to Rule 424(b) under the Securities Act not later
than the Commission’s close of business on the second business day following the execution and delivery of this
Agreement, or, if applicable, such earlier time as may be required by the Rules. The Company will file with the Commission
all Issuer Free Writing Prospectuses in the time and manner required under Rules 433(d) or 163(b)(2), as the case may be.


 


(ii) The
Company shall promptly advise the Representative in writing (A) when any post-effective amendment to the Registration Statement
shall have become effective or any supplement to the Prospectus shall have been filed, (B) of any request by the Commission for
any amendment of the Registration Statement or the Prospectus or for any additional information, (C) of the issuance by the Commission
of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of
any preliminary prospectus or any “free writing prospectus,” as defined in Rule 405 of the Rules, or the institution
or threatening of any proceeding for that purpose and (D) of the receipt by the Company of any notification with respect to the
suspension of the qualification of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for
such purpose. The Company shall not file any amendment of the Registration Statement or supplement to the Prospectus or any document
incorporated by reference in the Registration Statement or any Issuer Free Writing Prospectus unless the Company has furnished
the Representative a copy for its review prior to filing and shall not file any such proposed amendment or supplement to which
the Representative reasonably objects. The Company shall use its best efforts to prevent the issuance of any such stop order and,
if issued, to obtain as soon as possible the withdrawal thereof.


 






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(iii) If,
at any time when a prospectus relating to the Shares (or, in lieu thereof, the notice referred to in Rule 173(a) of the Rules)
is required to be delivered under the Securities Act and any event occurs as a result of which the Prospectus as then amended or
supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements
therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend or supplement
the Prospectus to comply with the Securities Act or the Rules, the Company promptly shall prepare and file with the Commission,
subject to the second sentence of paragraph (ii) of this Section 4(a), an amendment or supplement which shall correct such statement
or omission or an amendment which shall effect such compliance.


 


(iv) If
at any time following issuance of an Issuer Free Writing Prospectus there occurs an event or development as a result of which
such Issuer Free Writing Prospectus would conflict with the information contained in the Registration Statement or would
include an untrue statement of a material fact or would 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 prevailing at the subsequent time, not
misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense,
such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.


 


(v) The
Company shall make generally available to its security holders and to the Representative as soon as practicable, but not later
than 45 days after the end of the 12-month period beginning at the end of the fiscal quarter of the Company during which the
Effective Date occurs (or 90 days if such 12-month period coincides with the Company’s fiscal year), an earning statement
(which need not be audited) of the Company, covering such 12-month period, which shall satisfy the provisions of Section 11(a)
of the Securities Act or Rule 158 of the Rules.


 


(vi) The
Company shall furnish to the Representative and counsel for the Underwriters, without charge, signed copies of the Registration
Statement (including all exhibits thereto and amendments thereof) and to each other Underwriter a copy of the Registration Statement
(without exhibits thereto) and all amendments thereof and, so long as delivery of a prospectus by an Underwriter or dealer may
be required by the Securities Act or the Rules, as many copies of any Preliminary Prospectus, any Issuer Free Writing Prospectus
and the Prospectus and any amendments thereof and supplements thereto as the Representative may reasonably request. If applicable,
the copies of the Registration Statement, preliminary prospectus, any Issuer Free Writing Prospectus and Prospectus and each amendment
and supplement thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with
the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.


 






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(vii) The
Company shall cooperate with the Representative and their counsel in endeavoring to qualify the Shares for offer and sale in connection
with the offering under the laws of such jurisdictions as the Representative may designate and shall maintain such qualifications
in effect so long as required for the distribution of the Shares; provided, however, that the Company shall not be
required in connection therewith, as a condition thereof, to qualify as a foreign corporation or to execute a general consent to
service of process in any jurisdiction or subject itself to taxation as doing business in any jurisdiction.


 


(viii) The
Company, during the period when the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) of the Rules) is required
to be delivered under the Securities Act and the Rules or the Exchange Act, will file all reports and other documents required
to be filed with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange
Act and the regulations promulgated thereunder.


 


(ix)
Without the prior written consent of the Representative, for a period of 90 days after the date of this Agreement, the
Company shall not issue, sell or register with the Commission (other than on Form S-8 or on any successor form), or otherwise
dispose of, directly or indirectly, any equity securities of the Company (or any securities convertible into, exercisable for
or exchangeable for equity securities of the Company), except for (i) the issuance of the Shares pursuant to the Registration
Statement; (ii) the issuance of shares of Common Stock or securities convertible into or exercisable or exchangeable for
shares of Common Stock, to an unaffiliated third-party on an arm’s-length basis, representing in the aggregate no more
than 10% of the Company’s issued and outstanding shares of Common Stock as of the date of this Agreement, which may be
issued only in connection with the acquisition of a business or assets, so long as recipients of such securities agree to be
bound by a Lock-Up Agreement in substantially the form attached as Exhibit A hereto; and (iii) the issuance of shares
pursuant to the Company’s existing stock option plan or bonus plan as described in the Registration Statement, the
General Disclosure Package and the Prospectus.


 


(x) On
or before completion of this offering, the Company shall make all filings required under applicable securities laws and by The
Nasdaq Capital Market (including any required registration under the Exchange Act).


 


(xi) Prior
to the Closing Date, the Company will issue no press release or other communications directly or indirectly and hold no press conference
with respect to the Company, the condition, financial or otherwise, or the earnings, business affairs or business prospects of
any of them, or the offering of the Shares without the prior written consent of the Representative unless in the judgment of the
Company and its counsel, and after notification to the Representative, such press release or communication is required by law.


 






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(xii) The
Company will apply the net proceeds from the offering of the Shares in the manner set forth under “Use of Proceeds”
in the Registration Statement, the General Disclosure Package and the Prospectus.


 


(xiii) The
Company will promptly notify the Representative if the Company ceases to be an Emerging Growth Company or a “well-known seasoned
issuer” (as defined in Rule 405 of the Rules) at any time prior to the later of (a) completion of the distribution of
the Shares within the meaning of the Securities Act and (b) completion of the 90-day restricted period referred to in Section 4(a)(ix)
hereof.


 


(xiv) If
at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs an event or development
as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material
fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
existing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or
supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or
omission.


 


(b) The
Company agrees to pay, or reimburse if paid by the Representative, whether or not the transactions contemplated hereby are
consummated or this Agreement is terminated, all costs and expenses incident to the public offering of the Shares and the
performance of the obligations of the Company under this Agreement including those relating to: (i) the preparation,
printing, reproduction filing and distribution of the Registration Statement including all exhibits thereto, each Preliminary
Prospectus, the Prospectus, any Issuer Free Writing Prospectus, all amendments and supplements thereto and any document
incorporated by reference therein, and the printing, filing and distribution of this Agreement; (ii) the preparation and
delivery of certificates for the Shares to the Underwriters; (iii) the registration or qualification of the Shares for offer
and sale under the securities or Blue Sky laws of the various jurisdictions referred to in Section 4(a)(vi), including the
reasonable fees and disbursements of counsel for the Underwriters in connection with such registration and qualification and
the preparation, printing, distribution and shipment of preliminary and supplementary Blue Sky memoranda; (iv) the furnishing
(including costs of shipping and mailing) to the Representative and to the Underwriters of copies of each Preliminary
Prospectus, the Prospectus and all amendments or supplements to the Prospectus, any Issuer Free Writing Prospectus, and of
the several documents required by this Section to be so furnished, as may be reasonably requested for use in connection with
the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; (v) the filing fees of
FINRA in connection with its review of the terms of the public offering and reasonable fees and disbursements of counsel for
the Underwriters in connection with such review; (vi) inclusion of the Shares for listing on The Nasdaq Capital Market; (vii)
all transfer taxes, if any, with respect to the sale and delivery of the Shares by the Company to the Underwriters; and (vii)
all reasonable out-of-pocket costs and expenses incident to the performance of the obligations of the Representative under
this Agreement (including, without limitation, the fees and expenses of the Underwriters’ outside attorneys), provided
that, excluding expenses related to clause (iii) and (v), such costs and expenses shall not exceed $200,000 without the
Company’s prior approval (such approval not to be unreasonably withheld, conditioned or delayed).


 






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(c) The
Company acknowledges and agrees that each of the Underwriters has acted and is acting solely in the capacity of a principal in
an arm’s length transaction between the Company, on the one hand, and the Underwriters, on the other hand, with respect to
the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial
advisor, agent or fiduciary to the Company or any other person. Additionally, the Company acknowledges and agrees that the Underwriters
have not advised and will not advise the Company or any other person as to any legal, tax, investment, accounting or regulatory
matters in any jurisdiction. The Company has consulted with its own advisors concerning such matters and shall be responsible for
making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have
no responsibility or liability to the Company or any other person with respect thereto, whether arising prior to or after the date
hereof. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions
have been and will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. The Company
agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or
owes a fiduciary duty to the company or any other person in connection with any such transaction or the process leading thereto.


 


(d) The
Company represents and agrees that, unless it obtains the prior consent of the Representative, and each Underwriter represents
and agrees that, unless it obtains the prior consent of the Company and the Representative, it, its directors or officers has not
made and will not make any offer relating to the Shares that would constitute an “issuer free writing prospectus,”
as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405,
required to be filed with the Commission. The Company has complied and will comply with the requirements of Rule 433 under the
Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission where required, legending and
record keeping. The Company represents that is has satisfied and agrees that it will satisfy the conditions set forth in Rule 433
of the Rules to avoid a requirement to file with the Commission any Road Show.


 






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5. Indemnification.


 


(a) The
Company agrees to indemnify and hold harmless each Underwriter, its officers and employees and each person, if any, who controls
any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses,
claims, damages and liabilities, joint or several (including any reasonable investigation, legal and other expenses incurred in
connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted), to which they, or
any of them, may become subject under the Securities Act, the Exchange Act or other Federal or state law or regulation, at common
law or otherwise, insofar as such losses, claims, damages or liabilities arise out of or are based upon any untrue statement or
alleged untrue statement of a material fact contained in any preliminary prospectus, the Registration Statement, the Statutory
Prospectus, the Prospectus, any Issuer Free Writing Prospectus or any “issuer-information” filed or required to be
filed pursuant to Rule 433(d) of the Rules, any amendment thereof or supplement thereto, any Written Testing-the-Waters Communication,
or in any Blue Sky application or other information or other documents executed by the Company filed in any state or other jurisdiction
to qualify any or all of the Shares under the securities laws thereof (any such application, document or information being hereinafter
referred to as a “Blue Sky Application”) or arise out of or are based upon any omission or alleged omission
to state therein a material fact required to be stated therein or necessary to make the statements therein, with respect to the
Statutory Prospectus, the Prospectus and any Issuer Free Writing Prospectus, in the light of the circumstances under which they
were made, not misleading; provided, however, that such indemnity shall not inure to the benefit of any Underwriter (or any person
controlling such Underwriter) on account of any losses, claims, damages or liabilities arising from the sale of the Shares to
any person by such Underwriter if such untrue statement or omission or alleged untrue statement or omission was made in such preliminary
prospectus, the Registration Statement, the Prospectus, the Statutory Prospectus, any Issuer Free Writing Prospectus or such amendment
or supplement thereto, any Written Testing-the-Waters Communication, or in any Blue Sky Application in reliance upon and in conformity
with the Underwriter Information. This indemnity agreement will be in addition to any liability which the Company may otherwise
have. 


 


(b) Each
Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company and each person, if any, who controls
the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, each director of the Company,
and each officer of the Company who signs the Registration Statement, against any losses, claims, damages or liabilities to which
such party may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained
in any preliminary prospectus, the Registration Statement, the Statutory Prospectus, the Prospectus or any Issuer Free Writing
Prospectus, or any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission
to state therein a material fact required to be stated therein or necessary to make the statements therein, with respect to the
Statutory Prospectus, the Prospectus and any Issuer Free Writing Prospectus, in the light of the circumstances under which they
were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement
or omission or alleged omission was made in any Preliminary Prospectus, the Registration Statement, the Statutory Prospectus, the
Prospectus, any Issuer Free Writing Prospectus or any such amendment thereof or supplement thereto in reliance upon and in conformity
with the Underwriter Information; provided, however, that the obligation of each Underwriter to indemnify the Company
(including any controlling person, director or officer thereof) shall be limited to the amount of the underwriting discount and
commissions applicable to the Shares to be purchased by such Underwriter hereunder.


 






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(c) Any
party that proposes to assert the right to be indemnified under this Section will, promptly after receipt of notice of
commencement of any action, suit or proceeding against such party in respect of which a claim is to be made against an
indemnifying party or parties under this Section, notify each such indemnifying party of the commencement of such action,
suit or proceeding, enclosing a copy of all papers served. No indemnification provided for in Section 5(a) or 5(b) shall be
available to any party who shall fail to give notice as provided in this Section 5(c) if the party to whom notice was not
given was unaware of the proceeding to which such notice would have related and was prejudiced by the failure to give such
notice but the omission so to notify such indemnifying party of any such action, suit or proceeding shall not relieve it from
any liability that it may have to any indemnified party for contribution or otherwise than under this Section. In case any
such action, suit or proceeding shall be brought against any indemnified party and it shall notify the indemnifying party of
the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish,
jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably
satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof and the approval by the indemnified party of such counsel, the indemnifying party
shall not be liable to such indemnified party for any legal or other expenses, except as provided below and except for the
reasonable costs of investigation subsequently incurred by such indemnified party in connection with the defense thereof. The
indemnified party shall have the right to employ its counsel in any such action, but the fees and expenses of such counsel
shall be at the expense of such indemnified party unless (i) the employment of counsel by such indemnified party has been
authorized in writing by the indemnifying parties, (ii) the indemnified party shall have been advised by counsel that there
may be one or more legal defenses available to it which are different from or in addition to those available to the
indemnifying party (in which case the indemnifying parties shall not have the right to direct the defense of such action on
behalf of the indemnified party) or (iii) the indemnifying parties shall not have employed counsel to assume the defense of
such action within a reasonable time after notice of the commencement thereof, in each of which cases the fees and expenses
of counsel shall be at the expense of the indemnifying parties.


 


(d) The
indemnifying party under this Section 5 shall not be liable for any settlement of any proceeding effected without its written consent,
but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify
the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. No indemnifying
party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry
of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is a party or could
be named and indemnity was or would be sought hereunder by such indemnified party, unless such settlement, compromise or consent
(a) includes an unconditional release of such indemnified party from all liability for claims that are the subject matter of such
action, suit or proceeding and (b) does not include a statement as to or an admission of fault, culpability or a failure to act
by or on behalf of any indemnified party.


 






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6. Contribution.
In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in Section
5(a) or 5(b) is due in accordance with its terms but for any reason is unavailable to or insufficient to hold harmless an
indemnified party in respect to any losses, liabilities, claims, damages or expenses referred to therein, then each
indemnifying party shall contribute to the aggregate losses, liabilities, claims, damages and expenses (including any
investigation, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any
action, suit or proceeding or any claims asserted, but after deducting any contribution received by any person entitled
hereunder to contribution from any person who may be liable for contribution) incurred by such indemnified party, as
incurred, in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and
the Underwriters on the other hand from the offering of the Shares pursuant to this Agreement or, if such allocation is not
permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to above
but also the relative fault of the Company on the one hand and the Underwriters on the other hand in connection with the
statements or omissions, which resulted in such losses, liabilities, claims, damages or expenses, as well as any other
relevant equitable considerations. The Company, and the Underwriters agree that it would not be just and equitable if
contribution pursuant to this Section 6 were determined by pro rata allocation (even if the Underwriters were treated as one
entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations
referred to above. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party
and referred to above shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in
investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency
or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission
or alleged omission. Notwithstanding the provisions of this Section 6, no Underwriter (except as may be provided in the
Agreement Among Underwriters) shall be required to contribute any amount in excess of the underwriting discounts and
commissions applicable to the Shares purchased by such Underwriter. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. For purposes of this Section 6, each person, if any, who controls an Underwriter within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall have the same rights to contribution
as such Underwriter, and each director of the Company including any person who, with his or her consent, is named in the
Registration Statement as about to become a director of the Company, each officer of the Company who signed the Registration
Statement, and each person, if any, who controls the Company within the meaning of the Section 15 of the Securities Act or
Section 20 of the Exchange Act, shall have the same rights to contribution as the Company. Any party entitled to contribution
will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of
which a claim for contribution may be made against another party or parties under this Section 6, notify such party or
parties from whom contribution may be sought, but the omission so to notify such party or parties from whom contribution may
be sought shall not relieve the party or parties from whom contribution may be sought from any other obligation it or they
may have hereunder or otherwise than under this Section 6. No party shall be liable for contribution with respect to any
action, suit, proceeding or claim settled without its written consent. Such Underwriter’s obligations to contribute
pursuant to this Section 6 are several in proportion to their respective underwriting commitments and not joint.


 






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7. Termination.


 


(a)
This Agreement may be terminated with respect to the Shares to be purchased on a Closing Date by the Representative by
notifying the Company at any time at or before a Closing Date in the absolute discretion of the Representative if: (i) there
has occurred any material adverse change in the securities markets or any event, act or occurrence that has materially
disrupted, or in the opinion of the Representative, will in the future materially disrupt, the securities markets or there
shall be such a material adverse change in general financial, political or economic conditions or the effect of international
conditions on the financial markets in the United States is such as to make it, in the judgment of the Representative,
inadvisable or impracticable to market the Shares or enforce contracts for the sale of the Shares; (ii) there has occurred
any outbreak or material escalation of hostilities or acts of terrorism or other calamity or crisis, including a health
epidemic or pandemic outbreak of infectious disease (including COVID-19 to the extent that there is a material worsening of
such outbreak that actually occurs after the date hereof in the markets in which the Company operates), the effect of which
on the financial markets of the United States is such as to make it, in the judgment of the Representative, inadvisable or
impracticable to market the Shares or enforce contracts for the sale of the Shares; (iii) trading in the Shares or any
securities of the Company has been suspended or materially limited by the Commission or trading generally on the New York
Stock Exchange, the NYSE American or the Nasdaq Stock Market has been suspended or materially limited, or minimum or maximum
ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities have been required, by
any of said exchanges or by such system or by order of the Commission, FINRA, or any other governmental or regulatory
authority; or (iv) a banking moratorium has been declared by any state or Federal authority; or (v) in the judgment of the
Representative, there has been, since the time of execution of this Agreement or since the respective dates as of which
information is given in the Prospectus, any event that could have a Material Adverse Effect.


 


(b) If
this Agreement is terminated pursuant to any of its provisions, the Company shall not be under any liability to any Underwriter,
and no Underwriter shall be under any liability to the Company, except that (y) if this Agreement is terminated by the Representative
or the Underwriters because of any failure, refusal or inability on the part of the Company to comply with the terms or to fulfill
any of the conditions of this Agreement, the Company will reimburse the Underwriters for all out-of-pocket expenses (including
the reasonable fees and disbursements of their counsel) incurred by them in connection with the proposed purchase and sale of the
Shares or in contemplation of performing their obligations hereunder and (z) no Underwriter who shall have failed or refused to
purchase the Shares agreed to be purchased by it under this Agreement, without some reason sufficient hereunder to justify cancellation
or termination of its obligations under this Agreement, shall be relieved of liability to the Company or to the other Underwriters
for damages occasioned by its failure or refusal.


 






    32


     

    

 


8. Substitution
of Underwriters. If any Underwriter shall default in its obligation to purchase
on any Closing Date the Shares agreed to be purchased hereunder on such Closing Date, the Representative shall have the right,
within 36 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters,
to purchase such Shares on the terms contained herein. If, however, the Representative shall not have completed such arrangements
within such 36-hour period, then the Company shall be entitled to a further period of thirty-six hours within which to procure
another party or other parties satisfactory to the Underwriters to purchase such Shares on such terms. If, after giving effect
to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the Representative and the Company
as provided above, the aggregate number of Shares which remains unpurchased on such Closing Date does not exceed one-eleventh
of the aggregate number of all the Shares that all the Underwriters are obligated to purchase on such date, then the Company shall
have the right to require each non-defaulting Underwriter to purchase the number of Shares which such Underwriter agreed to purchase
hereunder at such date and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the
number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter or Underwriters
for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its
default. In any such case, either the Representative or the Company shall have the right to postpone the applicable Closing Date
for a period of not more than seven days in order to effect any necessary changes and arrangements (including any necessary amendments
or supplements to the Registration Statement or Prospectus or any other documents), and the Company agrees to file promptly any
amendments to the Registration Statement or the Prospectus which in the opinion of the Company and the Underwriters and their
counsel may thereby be made necessary.


 


If, after giving effect
to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the Representative and the Company
as provided above, the aggregate number of such Shares which remains unpurchased exceeds 10% of the aggregate number of all the
Shares to be purchased at such date, then this Agreement, or, with respect to a Closing Date which occurs after the First Closing
Date, the obligations of the Underwriters to purchase and of the Company, as the case may be, to sell the Option Shares to be purchased
and sold on such date, shall terminate, without liability on the part of any non-defaulting Underwriter to the Company, and without
liability on the part of the Company, except as provided in Sections 4(b), 5, 6 and 7. The provisions of this Section 8 shall not
in any way affect the liability of any defaulting Underwriter to the Company or the nondefaulting Underwriters arising out of such
default. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 8
with like effect as if such person had originally been a party to this Agreement with respect to such Shares.


 


9. Miscellaneous.
The respective agreements, representations, warranties, indemnities and other statements of the Company, and the several Underwriters,
as set forth in this Agreement or made by or on behalf of them pursuant to this Agreement, shall remain in full force and effect,
regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or the Company
or any of their respective officers, directors or controlling persons referred to in Sections 5 and 6 hereof, and shall survive
delivery of and payment for the Shares. In addition, the provisions of Sections 4(b), 5, 6 and 7 shall survive the termination
or cancellation of this Agreement.


 


This Agreement has
been and is made for the benefit of the Underwriters, the Company and their respective successors and assigns, and, to the extent
expressed herein, for the benefit of persons controlling any of the Underwriters, or the Company, and directors and officers of
the Company, and their respective successors and assigns, and no other person shall acquire or have any right under or by virtue
of this Agreement. The term “successors and assigns” shall not include any purchaser of Shares from any Underwriter
merely because of such purchase.


 






    33


     

    

 


All notices and communications
hereunder shall be in writing and mailed or delivered or by telephone or telegraph if subsequently confirmed in writing, (a) if
to the Representative, c/o Oppenheimer & Co. Inc., 85 Broad Street, New York, New York 10004 Attention: Equity Capital Markets,
with a copy to Oppenheimer & Co. Inc., 85 Broad Street, New York, New York 10004 Attention: General Counsel, and to White &
Case LLP, 1221 Avenue of the Americas, New York, New York 10020 and (b) if to the Company, to its agent for service as such agent’s
address appears on the cover page of the Registration Statement with a copy to GrowGeneration Corp., 930 W. 7th Avenue,
Suite A, Denver, Colorado 80204, Attention: Darren Lampert, Chief Executive Officer, with a copy to Robinson & Cole LLP, 666
Third Avenue, 20th Floor, New York, New York 10017, Attention: Mitchell Lampert.


 


This Agreement shall
be governed by and construed in accordance with the laws of the State of New York.


 


This Agreement may
be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.


 


Please confirm that
the foregoing correctly sets forth the agreement among us.


 


[Signature page follows]


 




    34


     

    

 


	 	Very truly yours,
	 	 
	 	GROWGENERATION CORP.



 


	 	By:	/s/ Darren Lampert
	 	Name:	Darren Lampert
	 	Title:	Chief Executive Officer


Confirmed:


 


	OPPENHEIMER & CO. INC.	 
	 	 
		 
	 	 
	Acting severally on behalf of itself and as representative of the several Underwriters named in Schedule
    I annexed hereto.	 
	 	 
	By OPPENHEIMER & CO. INC.	 



 


	By: 	 /s/ Peter Bennett	 
		Name: Peter Bennett	 
	 	Title:  Managing Director	 


 




     


     

    

 


Schedule
I


 


	 
Name
	 	Number of Firm

    Shares to Be

    Purchased	 	 	Number of Option

    Shares to be

    Purchased	 
	 	 	 	 	 	 	 
	Oppenheimer & Co. Inc.	 	 	2,799,950	 	 	 	419,993	 
	Stifel, Nicolaus & Company, Incorporated	 	 	1,790,960	 	 	 	268,645	 
	Craig-Hallum Capital Group LLC	 	 	136,364	 	 	 	20,454	 
	Ladenburg Thalmann & Co. Inc.	 	 	136,363	 	 	 	20,454	 
	Lake Street Capital Markets, LLC	 	 	136,363	 	 	 	20,454	 
	Total	 	 	5,000,000	 	 	 	750,000	 



  




    Sch I - 1


     

    

 


Schedule
II


 


Lock-up Signatories


 


Michael Salaman


 


Darren Lampert


 


Stephen Aiello


 


Sean Stiefel


 


Paul Ciasullo


 


Monty Lamirato


 


Tony Sullivan


 




    Sch II - 1


     

    

 


Schedule
III


 


Issuer Free Writing Prospectuses


 


		1.	Road Show Presentation, dated December 7 – 8, 2020.



 




    Sch III - 1


     

    

 


Exhibit A


 


FORM OF LOCK-UP AGREEMENT


 


[●], 2020


 


Oppenheimer
& Co. Inc.

as Representative of the Several Underwriters


c/o Oppenheimer
& Co. Inc.


85 Broad
Street


New York,
New York 10004


 


Re:Public Offering
of GrowGeneration Corp.


 


Ladies and Gentlemen:


 


The undersigned, an
executive officer, director or holder of common stock, par value $0.001 (“Common Stock”), or rights to acquire
Common Stock, of GrowGeneration Corp. (the “Company”) understands that you, as Representative of the
several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the
Company, providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule
I to the Underwriting Agreement (the “Underwriters”), of shares of Common Stock of the Company (the “Shares”).
Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.


 


In consideration
of the Underwriters’ agreement to enter into the Underwriting Agreement and to proceed with the Public Offering of the
Shares, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees
for the benefit of the Company, you and the other Underwriters that, without the prior written consent of Oppenheimer &
Co. Inc. on behalf of the Underwriters, the undersigned will not, during the period ending 90 days (the “Lock-Up
Period”) after the date of the prospectus relating to the Public Offering (the “Prospectus”),
directly or indirectly (1) offer, pledge, assign, encumber, announce the intention to sell, sell, contract to sell, sell any
option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or
otherwise transfer or dispose of, any shares of Common Stock or any securities convertible into or exercisable or
exchangeable for Common Stock owned either of record or beneficially (as defined in the Securities Exchange Act of 1934, as
amended (the “Exchange Act”)) by the undersigned on the date hereof or hereafter acquired or (2) enter
into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the
Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether any such transaction
described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or
otherwise, or publicly announce an intention to do any of the foregoing. In addition, the undersigned agrees that, without
the prior written consent of Oppenheimer & Co. Inc. on behalf of the Underwriters, it will not, during the period ending
90 days after the date of the Prospectus, make any demand for or exercise any right with respect to, the registration of any
shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The foregoing shall
not apply to Common Stock to be transferred as a gift or gifts (provided, that (a) any donee shall execute and deliver
to Oppenheimer & Co. Inc., acting on behalf of the Underwriters, not later than one business day prior to such transfer,
a written agreement, in substantially the form of this agreement and otherwise satisfactory in form and substance to
Oppenheimer & Co. Inc. and (b) if the undersigned is required to file a report under Section 16(a) of the Exchange Act,
reporting a reduction in beneficial ownership of shares of Common Stock or beneficially owned shares or any securities
convertible into or exercisable or exchangeable for Common Stock or beneficially owned shares during the Lock-Up Period, the
undersigned shall include a statement in such report to the effect that such transfer is being made as a gift).


 






    A-1


     

    

 


In furtherance of the
foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein,
are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of
this Letter Agreement.


 


The undersigned hereby
represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein
conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs
or personal representatives of the undersigned.


 


The undersigned understands
that, if the Underwriting Agreement does not become effective, or if the Underwriting Agreement (other than the provisions thereof
which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder,
the undersigned shall be released form all obligations under this Letter Agreement.


 


The undersigned, whether
or not participating in the Public Offering, understands that the Underwriters are entering into the Underwriting Agreement and
proceeding with the Public Offering in reliance upon this Letter Agreement.


 


This Letter Agreement
shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws
principles thereof.


 


[Signature page follows]


 




    A-2


     

    

 


	 	Very truly yours,
	 	 
	 	[STOCKHOLDER]



 


	 	By:	
	 		Name:
	 		Title: