Exhibit 10.1


 


Execution Version


 





COMMON STOCK PURCHASE AGREEMENT


 


Dated as of October 12, 2021


 


by and between


 


CINEDIGM CORP.


 


and


 


B. RILEY PRINCIPAL CAPITAL, LLC


 




     


     


    

 


Table
of Contents




 





		 	

                                                                                Page

	 	 	 
	Article I DEFINITIONS	1
	Article II PURCHASE AND SALE OF COMMON STOCK	1
	Section 2.1.	Purchase and Sale of Stock	1
	Section 2.2.	Closing Date; Settlement Dates	2
	Section 2.3.	Initial Public Announcements and Required Filings	2
	Article III PURCHASE TERMS 	3
	Section 3.1.	VWAP Purchases	3
	Section 3.2.	Settlement	3
	Section 3.3.	Compliance with Rules of Trading Market.	4
	Section 3.4.	Beneficial Ownership Limitation	4
	Article IV REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE INVESTOR	5
	Section 4.1.	Organization and Standing of the Investor	5
	Section 4.2.	Authorization and Power	5
	Section 4.3.	No Conflicts	5
	Section 4.4.	Investment Purpose	6
	Section 4.5.	Accredited Investor Status	6
	Section 4.6.	Reliance on Exemptions	6
	Section 4.7.	Information	6
	Section 4.8.	No Governmental Review	7
	Section 4.9.	No General Solicitation	7
	Section 4.10.	Not an Affiliate	7
	Section 4.11.	No Prior Short Sales	7
	Section 4.12.	Statutory Underwriter Status	7
	Section 4.13.	Resales of Securities	7
	Article V REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY	8
	Section 5.1.	Organization, Good Standing and Power	8
	Section 5.2.	Authorization, Enforcement	8
	Section 5.3.	Capitalization	8
	Section 5.4.	Issuance of Securities	8
	Section 5.5.	No Conflicts	9
	Section 5.6.	Commission Documents, Financial Statements; Disclosure Controls and Procedures; Internal Controls Over Financial Reporting; Accountants	9
	Section 5.7.	Subsidiaries	11
	Section 5.8.	No Material Adverse Effect or Material Adverse Change	11
	Section 5.9.	No Material Defaults	11
	Section 5.10.	Intentionally Omitted	12
	Section 5.11.	Indebtedness; Solvency	12
	Section 5.12.	Title To Assets	12
	Section 5.13.	Actions Pending	12


 






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	Section 5.14.	Compliance With Law; Compliance with Continued Listing Standards	12
	Section 5.15.	Certain Fees	13
	Section 5.16.	Disclosure	13
	Section 5.17.	Operation of Business	13
	Section 5.18.	Environmental Compliance	14
	Section 5.19.	No Improper Practices	14
	Section 5.20.	Transactions With Affiliates	15
	Section 5.21.	Labor Disputes	15
	Section 5.22.	Use of Proceeds	15
	Section 5.23.	Investment Company Act Status	15
	Section 5.24.	ERISA	16
	Section 5.25.	Taxes	16
	Section 5.26.	Insurance	16
	Section 5.27.	Exemption from Registration	16
	Section 5.28.	No General Solicitation or Advertising	16
	Section 5.29.	No Integrated Offering	17
	Section 5.30.	Dilutive Effect	17
	Section 5.31.	Manipulation of Price	17
	Section 5.32.	Securities Act	17
	Section 5.33.	Listing and Maintenance Requirements; DTC Eligibility	18
	Section 5.34.	Application of Takeover Protections	18
	Section 5.35.	No Unlawful Payments	18
	Section 5.36.	Money Laundering Laws	18
	Section 5.37.	OFAC	19
	Section 5.38.	U.S. Real Property Holding Corporation	19
	Section 5.39.	Information Technology; Compliance With Data Privacy Laws	19
	Section 5.40.	No Disqualification Events	20
	Section 5.41.	Acknowledgement Regarding Investor’s Acquisition of Securities	20
	Article VI ADDITIONAL COVENANTS	20
	Section 6.1.	Securities Compliance	20
	Section 6.2.	Reservation of Common Stock	21
	Section 6.3.	Registration and Listing	21
	Section 6.4.	Compliance with Laws.	21
	Section 6.5.	Keeping of Records and Books of Account; Due Diligence.	22
	Section 6.6.	No Frustration; No Variable Rate Transactions.	22
	Section 6.7.	Corporate Existence	23
	Section 6.8.	Fundamental Transaction	23
	Section 6.9.	Selling Restrictions.	23
	Section 6.10.	Effective Registration Statement	24
	Section 6.11.	Blue Sky	24
	Section 6.12.	Non-Public Information	24
	Section 6.13.	Broker-Dealer	24
	Section 6.14.	Disclosure Schedule.	25
	Section 6.15.	Delivery of Bring Down Opinions and Compliance Certificates Upon Occurrence of Certain Events	25


 






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	Article VII CONDITIONS TO CLOSING, COMMENCEMENT AND VWAP PURCHASES	26
	Section 7.1.	Conditions Precedent to Closing	26
	Section 7.2.	Conditions Precedent to Commencement	27
	Section 7.3.	Conditions Precedent to VWAP Purchases after Commencement Date	30
	Article VIII TERMINATION	34
	Section 8.1.	Automatic Termination	34
	Section 8.2.	Other Termination	34
	Section 8.3.	Effect of Termination	35
	Article IX INDEMNIFICATION 	35
	Section 9.1.	Indemnification of Investor	35
	Section 9.2.	Indemnification Procedures	36
	Article X MISCELLANEOUS	37
	Section 10.1.	Certain Fees and Expenses; Commitment Shares; Commencement Irrevocable Transfer Agent Instructions.	37
	Section 10.2.	Specific Enforcement, Consent to Jurisdiction, Waiver of Jury Trial.	39
	Section 10.3.	Entire Agreement	39
	Section 10.4.	Notices	39
	Section 10.5.	Waivers	40
	Section 10.6.	Amendments	41
	Section 10.7.	Headings	41
	Section 10.8.	Construction	41
	Section 10.9.	Binding Effect	41
	Section 10.10.	No Third Party Beneficiaries	41
	Section 10.11.	Governing Law	41
	Section 10.12.	Survival	41
	Section 10.13.	Counterparts	42
	Section 10.14.	Publicity	42
	Section 10.15.	Severability	42
	Section 10.16.	Further Assurances	42


 


Annex I. Definitions


 










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COMMON STOCK PURCHASE
AGREEMENT


 


This COMMON STOCK PURCHASE
AGREEMENT is made and entered into as of October 12, 2021 (this “Agreement”), by and between B. Riley Principal
Capital, LLC, a Delaware limited liability company (the “Investor”), and Cinedigm Corp., a Delaware corporation
(the “Company”).


 


RECiTALS


 


WHEREAS, the parties
desire that, upon the terms and subject to the conditions and limitations set forth herein, the Company may issue and sell to the Investor,
from time to time as provided herein, and the Investor shall purchase from the Company, up to the lesser of (i) $50,000,000 in aggregate
gross purchase price of newly issued shares of the Company’s Class A common stock, par value $0.001 per share (“Common
Stock”), and (ii) the Exchange Cap (to the extent applicable under Section 3.3);


 


WHEREAS, such sales
of Common Stock by the Company to the Investor will be made in reliance upon the provisions of Section 4(a)(2) of the Securities Act (“Section
4(a)(2)”) and Rule 506(b) of Regulation D promulgated by the Commission under the Securities Act (“Regulation D”),
and upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all
of the sales of Common Stock to the Investor to be made hereunder;


 


WHEREAS, the parties
hereto are concurrently entering into a Registration Rights Agreement in the form attached as Exhibit A hereto (the “Registration
Rights Agreement”), pursuant to which the Company shall register the resale of the Registrable Securities (as defined in
the Registration Rights Agreement), upon the terms and subject to the conditions set forth therein; and


 


WHEREAS, in consideration
for the Investor’s execution and delivery of this Agreement, the Company is concurrently causing its transfer agent to issue to
the Investor the Commitment Shares pursuant to and in accordance with Section 10.1(ii);


 


NOW, THEREFORE, the
parties hereto, intending to be legally bound, hereby agree as follows:


 


Article
I

DEFINITIONS


 


Capitalized terms used in
this Agreement shall have the meanings ascribed to such terms in Annex I hereto, and hereby made a part hereof, or as otherwise
set forth in this Agreement.


 


Article
II

PURCHASE AND SALE OF COMMON STOCK


 


Section 2.1.  Purchase
and Sale of Stock. Upon the terms and subject to the conditions of this Agreement, during the Investment Period, the
Company, in its sole discretion, shall have the right, but not the obligation, to issue and sell to the Investor, and the Investor
shall purchase from the Company, up to the lesser of (i) $50,000,000 (the “Total Commitment”) in aggregate
gross purchase price of duly authorized, validly issued, fully paid and non-assessable shares of Common Stock and (ii) the Exchange
Cap, to the extent applicable under Section 3.3 (such lesser amount of shares of Common Stock, the “Aggregate
Limit”), by the delivery to the Investor of VWAP Purchase Notices as provided in Article III.


 






     


     


    

 


Section 2.2. 
Closing Date; Settlement Dates. This Agreement shall become effective and binding (the “Closing”)
upon (a) the delivery of counterpart signature pages of this Agreement and the Registration Rights Agreement executed by each of the parties
hereto and thereto, and (b) the delivery of all other documents, instruments and writings required to be delivered at the Closing, in
each case as provided in Section 7.1(iv), to the offices of Dorsey & Whitney LLP, 51 West 52nd Street, New York, NY 10019-6119,
at 8:00 a.m., New York City time, on the Closing Date. In consideration of and in express reliance upon the representations, warranties
and covenants contained in, and upon the terms and subject to the conditions of, this Agreement, during the Investment Period, the Company,
at its sole option and discretion, may issue and sell to the Investor, and, if the Company elects to so issue and sell, the Investor shall
purchase from the Company, the Shares in respect of each VWAP Purchase. The delivery of Shares in respect of each VWAP Purchase, and the
payment for such Shares, shall occur in accordance with Section 3.2.


 


Section 2.3.  Initial
Public Announcements and Required Filings. The Company shall, not later than 5:00 p.m., New York City time, on the date of
this Agreement, file with the Commission a Current Report on Form 8-K disclosing the execution of this Agreement and the
Registration Rights Agreement by the Company and the Investor and describing the material terms thereof, including, without
limitation, the issuance of the Commitment Shares to the Investor in accordance with Section 10.1(ii), and attaching as exhibits
thereto copies of each of this Agreement and the Registration Rights Agreement and, if applicable, any press release issued by the
Company disclosing the execution of this Agreement and the Registration Rights Agreement by the Company (including all exhibits
thereto, the “Current Report”). The Company shall provide the Investor a reasonable opportunity to comment
on a draft of the Current Report prior to filing the Current Report with the Commission and shall give due consideration to all such
comments. From and after the filing of the Current Report with the Commission, the Company shall have publicly disclosed all
material, nonpublic information delivered to the Investor (or the Investor’s representatives or agents) by the Company or any
of its Subsidiaries, or any of their respective officers, directors, employees, agents or representatives (if any) in connection
with the transactions contemplated by the Transaction Documents. The Investor covenants that until such time as the transactions
contemplated by this Agreement and the Registration Rights Agreement are publicly disclosed by the Company as described in this
Section 2.3, the Investor shall maintain the confidentiality of all disclosures made to it in connection with the transactions
contemplated by the Transaction Documents (including the existence and terms of the transactions contemplated thereby), except that
the Investor may disclose the terms of such transactions to its financial, accounting, legal and other advisors (provided that the
Investor directs such Persons to maintain the confidentiality of such information). Not later than 15 calendar days following the
Closing Date, the Company shall file a Form D with respect to the issuance and sale of the Securities in accordance with Regulation
D and shall provide a copy thereof to the Investor promptly after such filing. The Company shall use its commercially reasonable
efforts to prepare and, as soon as practicable, but in no event later than the applicable Filing Deadline, file with the Commission
the Initial Registration Statement and any New Registration Statement covering only the resale by the Investor of the Registrable
Securities in accordance with the Securities Act and the Registration Rights Agreement. At or before 8:30 a.m. (New York City time)
on the Trading Day immediately following the Effective Date of the Initial Registration Statement and any New Registration Statement
(or any post-effective amendment thereto), the Company shall use its commercially reasonable efforts to file with the Commission in
accordance with Rule 424(b) under the Securities Act the final Prospectus to be used in connection with sales pursuant to such
Registration Statement (or post-effective amendment thereto).


 






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Article
III

PURCHASE TERMS


 


Subject to the satisfaction
of the conditions set forth in Article VII, the parties agree as follows:


 


Section 3.1. 
VWAP Purchases. Upon the initial satisfaction of all of the conditions set forth in Section 7.2 (the “Commencement”
and the date of initial satisfaction of all of such conditions, the “Commencement Date”) and from time to time
thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3, the Company shall have the right, but not the
obligation, to direct the Investor, by its timely delivery to the Investor of a VWAP Purchase Notice, after 6:00 a.m., New York City time,
but prior to 9:00 a.m., New York City time, on a VWAP Purchase Date, to purchase the applicable VWAP Purchase Share Amount, not to exceed
the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such VWAP Purchase Date in accordance with
this Agreement (each such purchase, a “VWAP Purchase”). The Company may timely deliver a VWAP Purchase Notice
to the Investor as often as every Trading Day, so long as (i) the Closing Sale Price of the Common Stock on the Trading Day immediately
preceding such Trading Day is not less than the Threshold Price, and (ii) all Shares subject to all prior VWAP Purchases theretofore required
to have been received by the Investor as DWAC Shares under this Agreement have been delivered to the Investor as DWAC Shares in accordance
with this Agreement. The Investor is obligated to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance
with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase
Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount, such
VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such
VWAP Purchase Notice exceeds such applicable VWAP Purchase Maximum Amount, and the Investor shall have no obligation to purchase, and
shall not purchase, such excess Shares pursuant to such VWAP Purchase Notice; provided, however, that the Investor shall
remain obligated to purchase the applicable VWAP Purchase Maximum Amount pursuant to such VWAP Purchase. At or prior to 5:30 p.m., New
York City time, on the VWAP Purchase Date for each VWAP Purchase, the Investor shall provide to the Company a written confirmation for
such VWAP Purchase (each, a “VWAP Purchase Confirmation”) setting forth the applicable VWAP Purchase Price per
Share to be paid by the Investor in such VWAP Purchase, and the total aggregate VWAP Purchase Price to be paid by the Investor for the
total VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing, the Company shall not
deliver any VWAP Purchase Notices to the Investor during the PEA Period.


 


Section 3.2.
 Settlement. The Shares constituting the applicable VWAP Purchase Share Amount purchased by the Investor in each VWAP
Purchase shall be delivered to the Investor as DWAC Shares not later than 1:00 p.m., New York City time, on the Trading Day immediately
following the applicable VWAP Purchase Date for such VWAP Purchase (the “VWAP Purchase Share Delivery Date”)
(it being acknowledged and agreed that the Company may not deliver any additional VWAP Purchase Notice to the Investor until all such
Shares subject to such VWAP Purchase, and all Shares subject to all prior VWAP Purchase Notices, have been received by the Investor as
DWAC Shares in accordance with this Agreement). For each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal
to the product of (a) the total number of Shares purchased by the Investor in such VWAP Purchase and (b) the applicable VWAP Purchase
Price for such Shares, as full payment for such Shares purchased by the Investor in such VWAP Purchase, via wire transfer of immediately
available funds, not later than 5:00 p.m., New York City time, on the Trading Day immediately following the applicable VWAP Purchase
Share Delivery Date for such VWAP Purchase, provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased
by the Investor in such VWAP Purchase on such VWAP Purchase Share Delivery Date in accordance with the first sentence of this Section
3.2, or, if any of such Shares are received by the Investor after 1:00 p.m., New York City time, then the Company’s receipt of
such funds in its designated account may occur on the Trading Day next following the Trading Day on which the Investor shall have received
all of such Shares as DWAC Shares, but not later than 5:00 p.m., New York City time, on such next Trading Day. If the Company or its
transfer agent shall fail for any reason to deliver to the Investor, as DWAC Shares, any Shares purchased by the Investor in a VWAP Purchase
prior to 10:30 a.m., New York City time, on the Trading Day immediately following the applicable VWAP Purchase Share Delivery Date for
such VWAP Purchase, and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) shares of
Common Stock to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company
on such VWAP Purchase Share Delivery Date in respect of such VWAP Purchase, then the Company shall, within one (1) Trading Day after
the Investor’s request, either (i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including
brokerage commissions, if any) for the shares of Common Stock so purchased (the “Cover Price”), at which point
the Company’s obligation to deliver such Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver
to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price
over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares purchased by the Investor in such
VWAP Purchase. The Company shall not issue any fraction of a share of Common Stock to the Investor in connection with any VWAP Purchase
effected pursuant to this Agreement. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Company
shall round such fraction of a share of Common Stock up or down to the nearest whole share. All payments to be made by the Investor pursuant
to this Agreement shall be made by wire transfer of immediately available funds to such account as the Company may from time to time
designate by written notice to the Investor in accordance with the provisions of this Agreement.


 






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Section 3.3. 
Compliance with Rules of Trading Market.


 


(a) Exchange
Cap. Subject to Section 3.3(b), the Company shall not issue or sell any shares of Common Stock pursuant to this Agreement,
and the Investor shall not purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after
giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement and the
transactions contemplated hereby would exceed 33,805,110 (such number of shares equal to 19.99% of the shares of Common Stock issued
and outstanding immediately prior to the execution of this Agreement), which number of shares shall be reduced, on a share-for-share
basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be
aggregated with the transactions contemplated by this Agreement under applicable rules of the Trading Market (such maximum number of
shares, the “Exchange Cap”), unless the Company’s stockholders have approved the issuance of Common
Stock pursuant to this Agreement in excess of the Exchange Cap in accordance with the applicable rules of the Trading Market. For
the avoidance of doubt, the Company may, but shall be under no obligation to, request its stockholders to approve the issuance of
Common Stock pursuant to this Agreement; provided, that if such stockholder approval is not obtained, the Exchange Cap shall
be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this
Agreement (except as set forth in Section 3.3(b)).


 


(b)
At-Market Transaction. Notwithstanding Section 3.3(a) above, the Exchange Cap shall not be applicable for any purposes
of this Agreement and the transactions contemplated hereby, solely to the extent that (and only for so long as) the Average Price shall
equal or exceed the Base Price (it being hereby acknowledged and agreed that the Exchange Cap shall be applicable for all purposes of
this Agreement and the transactions contemplated hereby at all other times during the term of this Agreement, unless the stockholder approval
referred to in Section 3.3(a) is obtained). The parties acknowledge and agree that the Minimum Price used to determine the Base Price
hereunder represents the lower of (i) the Nasdaq official closing price of the Common Stock on the Trading Market (as reflected on Nasdaq.com)
on the Trading Day immediately prior to the date of this Agreement and (ii) the average Nasdaq official closing price of the Common Stock
on the Trading Market (as reflected on Nasdaq.com) for the five (5) consecutive Trading Days ending on the Trading Day immediately prior
to the date of this Agreement.


 


(c)
General. The Company shall not issue or sell any shares of Common Stock pursuant to this Agreement if such issuance
or sale would reasonably be expected to result in (A) a violation of the Securities Act or (B) a breach of the rules of the Trading Market.
The provisions of this Section 3.3 shall be implemented in a manner otherwise than in strict conformity with the terms of this Section
3.3 only if necessary to ensure compliance with the Securities Act and the applicable rules of the Trading Market.


 


Section 3.4.  Beneficial
Ownership Limitation. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not issue
or sell, and the Investor shall not purchase or acquire, any shares of Common Stock under this Agreement which, when
aggregated with all other shares of Common Stock then beneficially owned by the Investor and its affiliates (as calculated pursuant
to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by
the Investor of more than 4.99% of the outstanding shares of Common Stock (the “Beneficial Ownership
Limitation”). Upon the written request of the Investor, the Company shall promptly (but not later than the next
business day on which the Company’s transfer agent is open for business) confirm orally or in writing to the Investor the
number of shares of Common Stock then outstanding. The Investor and the Company shall each cooperate in good faith in the
determinations required under this Section 3.4 and the application of this Section 3.4. The Investor’s written certification
to the Company of the applicability of the Beneficial Ownership Limitation, and the resulting effect thereof hereunder at any time,
shall be conclusive with respect to the applicability thereof and such result absent manifest error. The provisions of this Section
3.4 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.4 to the
extent necessary to properly give effect to the limitations contained in this Section 3.4.


 






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Article
IV

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE INVESTOR


 


The Investor hereby makes
the following representations, warranties and covenants to the Company:


 


Section 4.1. 
Organization and Standing of the Investor. The Investor is a limited liability company duly organized, validly existing
and in good standing under the laws of the State of Delaware.


 


Section 4.2. 
Authorization and Power. The Investor has the requisite limited liability company power and authority to enter into
and perform its obligations under this Agreement and the Registration Rights Agreement and to purchase or acquire the Securities in accordance
with the terms hereof. The execution, delivery and performance by the Investor of this Agreement and the Registration Rights Agreement
and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary limited liability
company action, and no further consent or authorization of the Investor, its officers or its sole member is required. Each of this Agreement
and the Registration Rights Agreement has been duly executed and delivered by the Investor and constitutes a valid and binding obligation
of the Investor enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation, conservatorship, receivership, or similar laws relating to, or affecting generally
the enforcement of, creditor’s rights and remedies or by other equitable principles of general application (including any limitation
of equitable remedies).


 


Section 4.3.  No
Conflicts. The execution, delivery and performance by the Investor of this Agreement and the Registration Rights Agreement
and the consummation by the Investor of the transactions contemplated hereby and thereby do not and shall not (i) result in a
violation of such Investor’s certificate of formation, limited liability company agreement or other applicable organizational
instruments, (ii) conflict with, constitute a default (or an event which, with notice or lapse of time or both, would become a
default) under, or give rise to any rights of termination, amendment, acceleration or cancellation of, any material agreement,
mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Investor is a party
or is bound, (iii) create or impose any lien, charge or encumbrance on any property of the Investor under any agreement or any
commitment to which the Investor is party or under which the Investor is bound or under which any of its properties or assets are
bound, or (iv) result in a violation of any federal, state, local or foreign statute, rule, or regulation, or any order, judgment or
decree of any court or governmental agency applicable to the Investor or by which any of its properties or assets are bound or
affected, except, in the case of clauses (ii), (iii) and (iv), for such conflicts, defaults, terminations, amendments, acceleration,
cancellations and violations as would not, individually or in the aggregate, prohibit or otherwise interfere with, in any material
respect, the ability of the Investor to enter into and perform its obligations under this Agreement and the Registration Rights
Agreement. The Investor is not required under any applicable federal, state or local law, rule or regulation to obtain any consent,
authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute,
deliver or perform any of its obligations under this Agreement and the Registration Rights Agreement or to purchase or acquire the
Securities in accordance with the terms hereof; provided, however, that for purposes of the representation made in
this sentence, the Investor is assuming and relying upon the accuracy of the relevant representations and warranties and the
compliance with the relevant covenants and agreements of the Company in the Transaction Documents to which it is a party.


 






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Section 4.4. 
Investment Purpose. The Investor is acquiring the Securities for its own account, for investment purposes and not with
a view towards, or for resale in connection with, the public sale or distribution thereof, in violation of the Securities Act or any applicable
state securities laws; provided, however, that by making the representations herein, the Investor does not agree, or make
any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose
of the Securities at any time in accordance with, or pursuant to, a registration statement filed pursuant to the Registration Rights Agreement
or an applicable exemption under the Securities Act. The Investor does not presently have any agreement or understanding, directly or
indirectly, with any Person to sell or distribute any of the Securities. The Investor is acquiring the Securities hereunder in the ordinary
course of its business.


 


Section 4.5. 
Accredited Investor Status. The Investor is an “accredited investor” as that term is defined in Rule 501(a)
of Regulation D.


 


Section 4.6. 
Reliance on Exemptions. The Investor understands that the Securities are being offered and sold to it in reliance on
specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part
upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments
and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the
Investor to acquire the Securities.


 


Section 4.7.  Information.
All materials relating to the business, financial condition, management and operations of the Company and materials relating to the
offer and sale of the Securities which have been requested by the Investor have been furnished or otherwise made available to the
Investor or its advisors, including, without limitation, the Commission Documents. The Investor understands that its investment in
the Securities involves a high degree of risk. The Investor is able to bear the economic risk of an investment in the Securities and
has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of a
proposed investment in the Securities. The Investor and its advisors have been afforded the opportunity to ask questions of and
receive answers from representatives of the Company concerning the financial condition and business of the Company and other matters
relating to an investment in the Securities. Neither such inquiries nor any other due diligence investigations conducted by the
Investor or its advisors, if any, or its representatives shall modify, amend or affect the Investor’s right to rely on the
Company’s representations and warranties contained in this Agreement or in any other Transaction Document to which the Company
is a party or the Investor’s right to rely on any other document or instrument executed and/or delivered in connection with
this Agreement or the consummation of the transaction contemplated hereby (including, without limitation, the opinions of the
Company’s counsel delivered pursuant to Sections 7.1(iv) and 7.2(xvi)). The Investor has sought such accounting, legal and tax
advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities. The
Investor understands that it (and not the Company) shall be responsible for its own tax liabilities that may arise as a result of
this investment or the transactions contemplated by this Agreement.


 






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Section 4.8. 
No Governmental Review. The Investor understands that no United States federal or state agency or any other government
or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the
investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


Section 4.9. 
No General Solicitation. The Investor is not purchasing or acquiring the Securities as a result of any form of general
solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Securities.


 


Section 4.10. 
Not an Affiliate. The Investor is not an officer, director or an Affiliate of the Company. As of the date of this Agreement,
the Investor does not beneficially own any shares of Common Stock or securities exercisable for or convertible into shares of Common Stock.
During the Investment Period, the Investor will not acquire for its own account any shares of Common Stock or securities exercisable for
or convertible into shares of Common Stock, other than pursuant to this Agreement; provided, however, that nothing in this
Agreement shall prohibit or be deemed to prohibit the Investor from purchasing, in an open market transaction or otherwise, shares of
Common Stock necessary to make delivery by the Investor in satisfaction of a sale by the Investor of Shares that the Investor anticipated
receiving from the Company in connection with the settlement of a VWAP Purchase if the Company or its transfer agent shall have failed
for any reason (other than a failure of the Investor or its Broker-Dealer to set up a DWAC and required instructions) to electronically
transfer all of the Shares subject to such VWAP Purchase to the Investor on the applicable VWAP Purchase Share Delivery Date by crediting
the Investor’s or its designated Broker-Dealer’s account at DTC through its DWAC delivery system in compliance with Section
3.2 of this Agreement.


 


Section 4.11. 
No Prior Short Sales. At no time prior to the date of this Agreement has the Investor engaged in or effected, in any
manner whatsoever, directly or indirectly, for its own account or for the account of any of its Affiliates, any (i) “short sale”
(as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Common Stock or (ii) hedging transaction, which establishes
a net short position with respect to the Common Stock.


 


Section 4.12. 
Statutory Underwriter Status. The Investor acknowledges that it will be disclosed as an “underwriter” and
a “selling stockholder” in each Registration Statement and in any Prospectus contained therein to the extent required by applicable
law and to the extent the Prospectus is related to the resale of Registrable Securities.


 


Section 4.13.  Resales
of Securities. The Investor represents, warrants and covenants that it will resell Securities purchased or acquired by the
Investor from the Company pursuant to this Agreement only pursuant to the Registration Statement in which the resale of such
Securities is registered under the Securities Act, in a manner described under the caption “Plan of Distribution” in
such Registration Statement, and in a manner in compliance with all applicable U.S. federal and applicable state securities laws,
rules and regulations.


 






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Article
V

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY


 


Except as set forth in the
disclosure schedule delivered by the Company to the Investor (which is hereby incorporated by reference in, and constitutes an integral
part of, this Agreement) (the “Disclosure Schedule”), the Company hereby makes the following representations,
warranties and covenants to the Investor:


 


Section 5.1. 
Organization, Good Standing and Power. The Company and each of its Material Subsidiaries has been duly incorporated,
is validly existing as a corporation or limited liability company in good standing under the laws of its jurisdiction of incorporation
or organization, has the corporate or limited liability company power and authority to own its property and to conduct its business as
described in the Commission Documents and is duly qualified to transact business and is in good standing in each jurisdiction in which
the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure
to be so qualified or be in good standing would not have a Material Adverse Effect.


 


Section 5.2. 
Authorization, Enforcement. The Company has the requisite corporate power and authority to enter into and perform its
obligations under each of the Transaction Documents to which it is a party and to issue the Securities in accordance with the terms hereof
and thereof. Except for approvals of the Company’s Board of Directors or a committee thereof as may be required in connection with
any issuance and sale of Shares to the Investor hereunder (which approvals shall be obtained prior to the delivery of any VWAP Purchase
Notice), the execution, delivery and performance by the Company of each of the Transaction Documents to which it is a party and the consummation
by it of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, and
no further consent or authorization of the Company, its Board of Directors or its stockholders is required. Each of the Transaction Documents
to which the Company is a party has been duly executed and delivered by the Company and constitutes a valid and binding obligation of
the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally
the enforcement of, creditor’s rights and remedies or by other equitable principles of general application (including any limitation
of equitable remedies).


 


Section 5.3.  Capitalization.
The authorized capital stock of the Company and the shares thereof issued and outstanding were as set forth in the Commission
Documents as of the dates reflected therein. All of the outstanding shares of Common Stock have been duly authorized and validly
issued, and are fully paid and non-assessable. Except as set forth in the Commission Documents, this Agreement and the Registration
Rights Agreement, there are no agreements or arrangements under which the Company is obligated to register the sale of any
securities under the Securities Act. Except as set forth in the Commission Documents, no shares of Common Stock are entitled to
preemptive rights and there are no outstanding debt securities and no contracts, commitments, understandings, or arrangements by
which the Company is or may become bound to issue additional shares of the capital stock of the Company or options, warrants, scrip,
rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or
exchangeable for, any shares of capital stock of the Company other than those issued or granted in the ordinary course of business
pursuant to the Company’s equity incentive and/or compensatory plans or arrangements. Except for customary transfer
restrictions contained in agreements entered into by the Company to sell restricted securities or as set forth in the Commission
Documents, the Company is not a party to, and it has no Knowledge of, any agreement restricting the voting or transfer of any shares
of the capital stock of the Company. Except as set forth in the Commission Documents, there are no securities or instruments
containing anti-dilution or similar provisions that will be triggered by this Agreement or any of the other Transaction Documents or
the consummation of the transactions described herein or therein. The Company has filed with the Commission true and correct copies
of the Company’s Certificate of Incorporation as in effect on the Closing Date (the “Charter”), and
the Company’s Bylaws as in effect on the Closing Date (the “Bylaws”).


 


Section 5.4. 
Issuance of Securities. The Commitment Shares have been, and the Shares to be issued under this Agreement have been,
or with respect to Shares to be purchased by the Investor pursuant to a particular VWAP Purchase Notice, will be, prior to the delivery
to the Investor hereunder of such VWAP Purchase Notice, duly authorized by all necessary corporate action on the part of the Company.
The Commitment Shares, when issued to the Investor in accordance with this Agreement, and the Shares, when issued and sold against payment
therefor in accordance with this Agreement, shall be validly issued and outstanding, fully paid and non-assessable and free from all liens,
charges, taxes, security interests, encumbrances, rights of first refusal, preemptive or similar rights and other encumbrances with respect
to the issue thereof, and the Investor shall be entitled to all rights accorded to a holder of Common Stock. 25,000,000 shares of Common
Stock have been duly authorized and reserved by the Company for issuance as Shares pursuant to one or more VWAP Purchases under this Agreement.


 






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Section 5.5.  No
Conflicts. The execution, delivery and performance by the Company of each of the Transaction Documents to which it is a
party and the consummation by the Company of the transactions contemplated hereby and thereby do not and shall not (i) result in a
violation of any provision of the Company’s Charter or Bylaws, (ii) conflict with or result in a breach or violation of any of
the terms or provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would become a
default) under, or give rise to any rights of termination, amendment, acceleration or cancellation of, any material agreement,
mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any of
its Subsidiaries is a party or is bound, (iii) create or impose a lien, charge or encumbrance on any property or assets of the
Company or any of its Subsidiaries under any agreement or any commitment to which the Company or any of its Subsidiaries is a party
or by which the Company or any of its Subsidiaries is bound or to which any of their respective properties or assets is subject, or
(iv) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree applicable
to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries are bound or
affected (including federal and state securities laws and regulations and the rules and regulations of the Trading Market or
applicable Eligible Market), except, in the case of clauses (ii), (iii) and (iv), for such conflicts, defaults, terminations,
amendments, acceleration, cancellations, liens, charges, encumbrances and violations as would not, individually or in the aggregate,
have a Material Adverse Effect. Except as specifically contemplated by this Agreement or the Registration Rights Agreement and as
required under the Securities Act and any applicable state securities laws, the Company is not required under any federal, state,
local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with,
any court or governmental agency (including, without limitation, the Trading Market) in order for it to execute, deliver or perform
any of its obligations under the Transaction Documents to which it is a party, or to issue the Securities to the Investor in
accordance with the terms hereof and thereof (other than such consents, authorizations, orders, filings or registrations as have
been obtained or made prior to the Closing Date); provided, however, that, for purposes of the representation made in
this sentence, the Company is assuming and relying upon the accuracy of the representations and warranties of the Investor in this
Agreement and the compliance by it with its covenants and agreements contained in this Agreement and the Registration Rights
Agreement.


 


Section 5.6. 
Commission Documents, Financial Statements; Disclosure Controls and Procedures; Internal Controls Over Financial Reporting;
Accountants.


 


(a) The Company has timely
filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all Commission Documents for
the twelve months preceding the date of this Agreement. The Company has delivered or made available to the Investor via EDGAR or
otherwise true and complete copies of the Commission Documents filed with or furnished to the Commission prior to the Closing Date
(including, without limitation, the 2021 Form 10-K). No Subsidiary of the Company is required to file or furnish any report,
schedule, registration, form, statement, information or other document with the Commission. As of its filing date, each Commission
Document filed with or furnished to the Commission prior to the Closing Date (including, without limitation, the 2021 Form 10-K)
complied in all material respects with the requirements of the Exchange Act and other federal, state and local laws, rules and
regulations applicable to it, and, as of its filing date (or, if amended or superseded by a filing prior to the Closing Date, on the
date of such amended or superseded filing). Each Registration Statement, on the date it is filed with the Commission, on the date it
is declared effective by the Commission, on each VWAP Purchase Date shall comply in all material respects with the requirements of
the Securities Act (including, without limitation, Rule 415 under the Securities Act) and shall not contain any untrue statement of
a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein
not misleading, except that this representation and warranty shall not apply to statements in or omissions from such Registration
Statement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by
or on behalf of the Investor expressly for use therein. The Prospectus and each Prospectus Supplement required to be filed pursuant
to this Agreement or the Registration Rights Agreement after the Closing Date, when taken together, on its date and on each VWAP
Purchase Date shall comply in all material respects with the requirements of the Securities Act (including, without limitation, Rule
424(b) under the Securities Act) and shall not contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they
were made, not misleading, except that this representation and warranty shall not apply to statements in or omissions from the
Prospectus or any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished
to the Company in writing by or on behalf of the Investor expressly for use therein. Each Commission Document (other than the
Initial Registration Statement or any New Registration Statement, or the Prospectus included therein or any Prospectus Supplement
thereto) to be filed with or furnished to the Commission after the Closing Date and incorporated by reference in the Initial
Registration Statement or any New Registration Statement, or the Prospectus included therein or any Prospectus Supplement thereto
required to be filed pursuant to this Agreement or the Registration Rights Agreement (including, without limitation, the Current
Report), when such document is filed with or furnished to the Commission and, if applicable, when such document becomes effective,
as the case may be, shall comply in all material respects with the requirements of the Securities Act or the Exchange Act, as
applicable, and other federal, state and local laws, rules and regulations applicable to it. The Company has delivered or made
available to the Investor via EDGAR or otherwise true and complete copies of all comment letters and substantive correspondence
received by the Company from the Commission relating to the Commission Documents filed with or furnished to the Commission as of the
Closing Date, together with all written responses of the Company thereto in the form such responses were filed via EDGAR. There are
no outstanding or unresolved comments or undertakings in such comment letters received by the Company from the Commission. The
Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the
Company under the Securities Act or the Exchange Act.


 






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(b) The consolidated
financial statements of the Company included or incorporated by reference in the Commission Documents, together with the related
notes and schedules, present fairly, in all material respects, the consolidated financial position of the Company and the
consolidated Subsidiaries as of the dates indicated and the consolidated results of operations, cash flows and changes in
stockholders’ equity of the Company and the consolidated Subsidiaries for the periods specified (subject, in the case of
unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate) and
have been prepared in compliance with the published requirements of the Securities Act and Exchange Act, as applicable, and in
conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a
consistent basis (except (i) for such adjustments to accounting standards and practices as are noted therein and (ii) in the case of
unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) during the periods
involved. The pro forma financial statements or data included or incorporated by reference in the Commission Documents, if any,
comply with the requirements of Regulation S-X of the Securities Act, including, without limitation, Article 11 thereof, and the
assumptions used in the preparation of such pro forma financial statements and data are reasonable, the pro forma adjustments used
therein are appropriate to give effect to the circumstances referred to therein and the pro forma adjustments have been properly
applied to the historical amounts in the compilation of those statements and data. The other financial and statistical data with
respect to the Company and the Subsidiaries contained or incorporated by reference in the Commission Documents, if any, are
accurately and fairly presented and prepared on a basis consistent with the financial statements and books and records of the
Company. There are no financial statements (historical or pro forma) that are required to be included or incorporated by reference
in the Commission Documents that are not included or incorporated by reference as required. The Company and the Subsidiaries do not
have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations or any
“variable interest entities” as that term is used in Accounting Standards Codification Paragraph 810-10-25-20), not
described in Commission Documents which are required to be described in the Commission Documents. All disclosures contained or
incorporated by reference in the Commission Documents, if any, regarding “non-GAAP financial measures” (as such term is
defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and
Item 10 of Regulation S-K under the Securities Act, to the extent applicable


 


(c)
Except as set forth in the Commission Documents, the Company maintains a system of internal accounting controls sufficient to provide
reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii)
transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability;
(iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded
accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to
any differences. The Company is not aware of any material weaknesses in its internal control over financial reporting (other than as set
forth in the Commission Documents). Except as set forth in the Commission Documents, since the date of the latest audited financial statements
of the Company included in the 2021 Form 10-K, there has been no change in the Company’s internal control over financial reporting
that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Except as set forth in the Commission Documents, the Company has established disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15 and 15d-15) that comply with the requirements of the Exchange Act. The Company’s certifying officers have evaluated
the effectiveness of the Company’s controls and procedures as of a date within 90 days prior to the filing date of the Form 10-K
for the fiscal year most recently ended (such date, the “Evaluation Date”). The Company presented in its Form 10-K
for the fiscal year most recently ended the conclusions of the certifying officers about the effectiveness of the disclosure controls
and procedures based on their evaluations as of the most recent Evaluation Date and, except as set forth in such Form 10-K or any Commission
Document filed with the Commission for a period subsequent to the period covered by such Form 10-K, the “disclosure controls and
procedures” are effective.


 


(d)
EisnerAmper LLP (the “Accountant”), whose report on the consolidated financial statements of the Company
is filed with the Commission as part of the Company’s most recent Annual Report on Form 10-K filed with the Commission, are and,
during the periods covered by their report, were independent public accountants within the meaning of the Securities Act and the Public
Company Accounting Oversight Board (United States). To the Company’s Knowledge, the Accountant is not in violation of the auditor
independence requirements of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) with respect to the Company.


 






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(e) There is and has been
no failure on the part of the Company or, to the Knowledge of the Company, any of the Company’s directors or officers, in
their capacities as such, to comply in all material respects with any applicable provisions of the Sarbanes-Oxley Act and the rules
and regulations promulgated thereunder. Each of the principal executive officer and the principal financial officer of the Company
(or each former principal executive officer of the Company and each former principal financial officer of the Company as applicable)
has made all certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act with respect to all reports, schedules,
forms, statements and other documents required to be filed by it or furnished by it to the Commission during the past 12 months. For
purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall
have the meanings given to such terms in the Exchange Act Rules 13a-15 and 15d-15.


 


Section 5.7. 
Subsidiaries. Exhibit 21.1 of the 2021 Form 10-K and Schedule 5.7, together, set forth each Subsidiary of the Company
as of the Closing Date, other than those that may be omitted pursuant to Item 601 of Regulation S-K, showing its jurisdiction of incorporation
or organization and the percentage of the Company’s ownership of the outstanding capital stock or other ownership interests of such
Subsidiary, and the Company does not have any other Subsidiaries as of the Closing Date.


 


Section 5.8. 
No Material Adverse Effect or Material Adverse Change. Since the date of the most recent financial statements of the
Company included in 2021 Form 10-K, there has not been (i) any Material Adverse Effect, or any development that would result in a Material
Adverse Effect, (ii) any transaction which is material to the Company and the Subsidiaries taken as a whole, (iii) any obligation or liability,
direct or contingent (including any off-balance sheet obligations), incurred by the Company or the Subsidiaries, which is material to
the Company and the Subsidiaries taken as a whole, (iv) any material change in the capital stock (other than (A) the grant of additional
awards under the Company’s existing equity incentive plans or other inducement awards or grants, (B) changes in the number of outstanding
Common Stock of the Company due to the issuance of shares upon the exercise or conversion of securities exercisable for, or convertible
into, Common Stock outstanding on the date hereof, (C) as a result of the issuance of Securities, (D) any repurchases of capital stock
of the Company, (E) as described in a proxy statement filed on Schedule 14A or a Registration Statement on Form S-4, (F) as consideration
for acquisitions, or (G) otherwise publicly announced) or outstanding long-term indebtedness of the Company or the Subsidiaries or
(v) any dividend or distribution of any kind declared, paid or made on the capital stock of the Company or any Subsidiary, other than
in each case above in the ordinary course of business or as otherwise disclosed in the Commission Documents (including any document incorporated
by reference therein).


 


Section 5.9. 
No Material Defaults. Neither the Company nor any Subsidiary has defaulted on any installment on indebtedness for borrowed
money or on any rental on one or more long-term leases, which defaults, individually or in the aggregate, would have a Material Adverse
Effect. The Company has not filed a report pursuant to Section 13(a) or 15(d) of the Exchange Act since the filing of the 2021 Form 10-K,
indicating that it (i) has failed to pay any dividend or sinking fund installment on preferred stock or (ii) has defaulted on any installment
on indebtedness for borrowed money or on any rental on one or more long-term leases, which defaults, individually or in the aggregate,
would have a Material Adverse Effect.


 






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Section 5.10. 
Intentionally Omitted.


 


Section 5.11.  Indebtedness;
Solvency. The Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended June 30, 2021 sets forth, as of
June 30, 2021, all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any
Subsidiary has commitments through such date. For the purposes of this Agreement, “Indebtedness” shall
mean (a) any liabilities for borrowed money or amounts owed in excess of $100,000 (other than trade accounts payable incurred in the
ordinary course of business), (b) all guaranties, endorsements, indemnities and other contingent obligations in respect of
Indebtedness of others in excess of $100,000, whether or not the same are or should be reflected in the Company’s balance
sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar
transactions in the ordinary course of business; and (c) the present value of any lease payments in excess of $100,000 due under
leases required to be capitalized in accordance with GAAP. There is no existing or continuing default or event of default in respect
of any Indebtedness of the Company or any of its Subsidiaries. The Company has not taken any steps, and does not currently expect to
take any steps, to seek protection pursuant to Title 11 of the United States Code or any similar federal or state bankruptcy law or
law for the relief of debtors, nor does the Company have any Knowledge that its creditors intend to initiate involuntary bankruptcy,
insolvency, reorganization or liquidation proceedings or other proceedings for relief under Title 11 of the United States Code or
any other federal or state bankruptcy law or any law for the relief of debtors. The Company is financially solvent and is generally
able to pay its debts as they become due.


 


Section 5.12. 
Title To Assets. The Company and the Subsidiaries have good and valid title in fee simple to all items of real property
and good and valid title to all personal property described in the Commission Documents as being owned by them that are material to the
businesses of the Company or such Subsidiary, in each case free and clear of all liens, encumbrances and claims, except those that (i)
do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries or (ii) would
not, individually or in the aggregate, have a Material Adverse Effect. Any real property described in the Commission Documents as being
leased by the Company and the Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not
materially interfere with the use made or proposed to be made of such property by the Company or the Subsidiaries or (B) would not, individually
or in the aggregate, have a Material Adverse Effect.


 


Section 5.13. 
Actions Pending. Except as disclosed in the Commission Documents, there are no actions, suits, claims, investigations
or proceedings pending or, to the Company’s Knowledge, threatened to which the Company or any of the Subsidiaries is or would be
a party, or of which any of the respective properties or assets of the Company and the Subsidiaries is or would be subject, at law or
in equity, before any court or arbitral body or by or before any federal, state, local or foreign governmental or regulatory commission,
board, body, authority or agency, which are required to be disclosed in the Commission Documents, or which would reasonably be expected
to result in a judgment, decree or order having, individually or in the aggregate, a Material Adverse Effect.


 


Section 5.14. 
Compliance With Law; Compliance with Continued Listing Standards. The Company has not been advised, and has no reason
to believe, that it and each of its Subsidiaries are not conducting business in compliance with all applicable laws, rules and regulations
of the jurisdictions in which it is conducting business, except where failure to be so in compliance would not result in a Material Adverse
Effect. Except as disclosed in the Commission Documents, the Company has not received any notice of any continuing failure to maintain
requirements for continued listing or quotation of its Common Stock on the Trading Market or in violation of any of the rules, regulations
or requirements of the Trading Market.


 






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Section 5.15. Certain
Fees. No brokerage or finder’s fees or commissions are or will be payable by the Company to any broker, financial advisor
or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the
Transaction Documents. The Investor shall have no obligation with respect to any fees or with respect to any claims made by or on behalf
of other Persons for fees of a type contemplated in this Section 5.15 incurred by the Company or its Subsidiaries that may be due or
payable in connection with the transactions contemplated by the Transaction Documents.


 


Section 5.16. 
Disclosure. The Company confirms that neither it nor any other Person acting on its behalf has provided the Investor
or any of its agents, advisors or counsel with any information that constitutes or could reasonably be expected to constitute material,
nonpublic information concerning the Company or any of its Subsidiaries, other than the existence of the transactions contemplated by
the Transaction Documents. The Company understands and confirms that the Investor will rely on the foregoing representations in effecting
resales of Securities under the Registration Statement. All disclosure provided to Investor regarding the Company and its Subsidiaries,
their businesses and the transactions contemplated by the Transaction Documents (including, without limitation, the representations and
warranties of the Company contained in the Transaction Documents to which it is a party (as modified by the Disclosure Schedule)) furnished
in writing by or on behalf of the Company or any of its Subsidiaries for purposes of or in connection with the Transaction Documents (other
than forward-looking information and projections and information of a general economic nature and general information about the Company’s
industry), taken together, is true and correct in all material respects on the date on which such information is dated or certified, and
does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements
made therein, in the light of the circumstances under which they were made, not misleading at such time. Each press release issued by
the Company or any of its Subsidiaries during the 12 months preceding the Closing Date did not at the time of release (or, if amended
or superseded by a later dated press release issued by the Company or any of its Subsidiaries prior to the Closing Date or by a later
dated Commission Document filed with or furnished to the Commission by the Company prior to the Closing Date, at the time of issuance
of such later dated press release or filing or furnishing of such Commission Document, as applicable) contain any untrue statement of
a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in
the light of the circumstances under which they are made, not misleading.


 


Section 5.17. 
Operation of Business.


 


(a) The Company and the
Subsidiaries possess or have obtained, all licenses, certificates, consents, orders, approvals, permits and other authorizations
issued by, and have made all declarations and filings with, the appropriate federal, state, local or foreign governmental or
regulatory authorities that are necessary for the ownership or lease of their respective properties or the conduct of their
respective businesses as currently conducted, as described in the Registration Statement and the Prospectus (the
“Permits”), except where the failure to possess, obtain or make the same would not, individually or in the
aggregate, have a Material Adverse Effect. Neither the Company nor any Subsidiary has received written notice of any proceeding
relating to revocation or modification of any such Permit or has any reason to believe that such Permit will not be renewed in the
ordinary course, except where the failure to obtain any such renewal would not, individually or in the aggregate, have a Material
Adverse Effect. This Section 5.17(a) does not relate to environmental matters, such items being the subject of Section 5.18.


 






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(b)
The Company and the Subsidiary own or possess adequate enforceable rights to use all patents, patent applications, trademarks (both
registered and unregistered), trade names, trademark registrations, service marks, service mark registrations, Internet domain name registrations,
copyrights, copyright registrations, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary
or confidential information, systems or procedures) (collectively, the “Intellectual Property”), necessary for
the conduct of their respective businesses as conducted as of the date hereof, except to the extent that the failure to own or possess
adequate rights to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. The Company and the Subsidiaries have not received any written notice of any claim of infringement or conflict which asserted
Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material
Adverse Effect. There are no pending, or to the Company’s Knowledge, threatened judicial proceedings or interference proceedings
challenging the Company’s or any Subsidiary’s rights in or to or the validity of the scope of any of the Company’s or
its Subsidiaries’ Intellectual Property. No other entity or individual has any right or claim in any of the Company’s or any
of its Subsidiary’s Intellectual Property by virtue of any contract, license or other agreement entered into between such entity
or individual and the Company or any Subsidiary or by any non-contractual obligation, other than by written licenses granted by the Company
or any Subsidiary. The Company has not received any written notice of any claim challenging the rights of the Company or its Subsidiaries
in or to any Intellectual Property owned, licensed or optioned by the Company or any Subsidiary which claim, if the subject of an unfavorable
decision, would result in a Material Adverse Effect.


 


Section 5.18. 
Environmental Compliance. The Company and the Subsidiaries (i) are in compliance with any and all applicable federal,
state, local and foreign laws, rules, regulations, decisions and orders relating to the protection of human health and safety, the environment
or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”);
(ii) have received and are in compliance with all permits, licenses or other approvals required of them under applicable Environmental
Laws to conduct their respective businesses as described in the Commission Documents; and (iii) have not received notice of any actual
or potential liability for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants
or contaminants, except, in the case of any of clauses (i), (ii) or (iii) above, for any such failure to comply or failure to receive
required permits, licenses, other approvals or liability as would not, individually or in the aggregate, have a Material Adverse Effect.


 


Section 5.19. 
No Improper Practices. (i) Neither the Company nor, to the Company’s Knowledge,
the Subsidiaries, nor to the Knowledge of the Company, any of their respective executive officers has, in the past five years, made any
unlawful contributions to any candidate for any political office (or failed fully to disclose any contribution in violation of law) or
made any contribution or other payment to any official of, or candidate for, any federal, state, municipal, or foreign office or other
person charged with similar public or quasi-public duty in violation of any law or of the character required to be disclosed in the Commission
Documents; (ii) no relationship, direct or indirect, exists between or among the Company or, to the Company’s Knowledge, the Subsidiaries
or any affiliate of any of them, on the one hand, and the directors, officers and stockholders of the Company or, to the Company’s
Knowledge, the Subsidiaries, on the other hand, that is required by the Securities Act to be described in the Commission Documents that
is not so described; (iii) no relationship, direct or indirect, exists between or among the Company or the Subsidiaries or any affiliate
of them, on the one hand, and the directors, officers, stockholders or directors of the Company or, to the Company’s Knowledge,
the Subsidiaries, on the other hand, that is required by the rules of FINRA to be described in the Commission Documents that is not so
described; (iv) there are no material outstanding loans or advances or material guarantees of indebtedness by the Company or, to the
Company’s Knowledge, the Subsidiaries to or for the benefit of any of their respective officers or directors or any of the members
of the families of any of them; and (v) the Company has not offered, or caused any placement agent to offer, Common Stock to any person
with the intent to influence unlawfully (A) a customer or supplier of the Company or the Subsidiaries to alter the customer’s or
supplier’s level or type of business with the Company or the Subsidiaries or (B) a trade journalist or publication to write or
publish favorable information about the Company or the Subsidiaries or any of their respective products or services, and, (vi) neither
the Company nor the Subsidiaries nor, to the Company’s Knowledge, any employee or agent of the Company or the Subsidiaries has
made any payment of funds of the Company or the Subsidiaries or received or retained any funds in violation of any law, rule or regulation,
which payment, receipt or retention of funds is of a character required to be disclosed in the Commission Documents.


 






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Section 5.20. 
Transactions With Affiliates. Except as set forth in the Commission Documents, there are no loans, leases, agreements,
contracts, royalty agreements, management contracts, service arrangements or other continuing transactions exceeding $120,000 between
(a) the Company or any Subsidiary, on the one hand, and (b) any person or entity who would be covered by Item 404(a) of Regulation S-K,
on the other hand. Except as disclosed in the Commission Documents, there are no outstanding amounts payable to or receivable from, or
advances by the Company or any of its Subsidiaries to, and neither the Company nor any of its Subsidiaries is otherwise a creditor of
or debtor to, any beneficial owner of more than 5% of the outstanding shares of Common Stock, or any director, employee or affiliate of
the Company or any of its Subsidiaries, other than (i) reimbursement for reasonable expenses incurred on behalf of the Company or any
of its Subsidiaries or (ii) as part of the normal and customary terms of such person’s employment or service as a director with
the Company or any of its Subsidiaries.


 


Section 5.21. 
Labor Disputes. No labor disturbance by or dispute with employees of the Company or any Subsidiary exists or, to the
Knowledge of the Company, is threatened which would result in a Material Adverse Effect.


 


Section 5.22. 
Use of Proceeds. The proceeds from the sale of the Shares by the Company to Investor shall be used by the Company and
its Subsidiaries in the manner as will be set forth in the Prospectus included in any Registration Statement (and any post-effective amendment
thereto) and any Prospectus Supplement thereto filed pursuant to the Registration Rights Agreement.


 


Section 5.23. 
Investment Company Act Status. The Company is not, and as a result of the consummation of the transactions contemplated
by the Transaction Documents and the application of the proceeds from the sale of the Shares as will be set forth in the Prospectus included
in any Registration Statement (and any post-effective amendment thereto) and any Prospectus Supplement thereto filed pursuant to the
Registration Rights Agreement the Company will not be an “investment company” within the meaning of the Investment Company
Act of 1940, as amended.


 






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Section 5.24. 
ERISA. To the Knowledge of the Company, (i) each material employee benefit plan, within the meaning of Section 3(3)
of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) that is maintained, administered
or contributed to by the Company or any of its affiliates for employees or former employees of the Company and the Subsidiaries has been
maintained in material compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including
but not limited to ERISA and the Internal Revenue Code of 1986, as amended (the “Code”); and (ii) no prohibited
transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred which would result in a material liability
to the Company with respect to any such plan excluding transactions effected pursuant to a statutory or administrative exemption, other
than, in the case of (i) and (ii) above, as would not have a Material Adverse Effect.


 


Section 5.25. 
Taxes. The Company and each of its Subsidiaries has filed all federal, state, local and foreign tax returns required
to be filed through the date of this Agreement or have requested extensions thereof (except where the failure to file would not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect) and have paid all taxes required to be paid thereon (except
for cases in which the failure to file or pay would not reasonably be expected to have a Material Adverse Effect, or, except as currently
being contested in good faith and for which reserves required by GAAP have been created in the financial statements of the Company), and
no tax deficiency has been determined adversely to the Company or any of its Subsidiaries which have had a Material Adverse Effect, nor
does the Company have any notice or Knowledge of any tax deficiency which could reasonably be expected to be determined adversely to the
Company or any of its Subsidiaries and which would reasonably be expected to have a Material Adverse Effect.


 


Section 5.26. 
Insurance. The Company and the Subsidiaries carry, or are covered by, insurance in such amounts and covering such risks
as the Company and the Subsidiaries reasonably believe are adequate for the conduct of their business.


 


Section 5.27. 
Exemption from Registration. Subject to, and in reliance on, the representations, warranties and covenants made herein
by the Investor, the offer and sale of the Securities in accordance with the terms and conditions of this Agreement is exempt from the
registration requirements of the Securities Act pursuant to Section 4(a)(2) and Rule 506(b) of Regulation D; provided, however,
that at the request of and with the express agreements of the Investor (including, without limitation, the representations, warranties
and covenants of Investor set forth in Section 4.9 through 4.13), the Securities to be issued from and after Commencement to or for the
benefit of the Investor pursuant to this Agreement shall be issued to the Investor or its designee only as DWAC Shares and will not bear
legends noting restrictions as to resale of such Securities under federal or state securities laws, nor will any such Securities be subject
to stop transfer instructions.


 


Section 5.28.  No
General Solicitation or Advertising. Neither the Company, nor any of its Subsidiaries or Affiliates, nor any Person acting
on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D)
in connection with the offer or sale of the Securities.



 






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Section 5.29.
No Integrated Offering. None of the Company, its Subsidiaries or any of their Affiliates, nor any Person acting on their
behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances
that would require registration under the Securities Act of the offer, issuance and sale of any of the Securities by the Company to the
Investor pursuant to this Agreement, whether through integration with prior offerings or otherwise, or cause this offering of the Securities
by the Company to require approval of stockholders of the Company under any applicable stockholder approval provisions, including, without
limitation, under the rules and regulations of the Trading Market. None of the Company, its Subsidiaries, their Affiliates nor any Person
acting on their behalf will take any action or steps referred to in the preceding sentence that would require registration under the Securities
Act of the offer, issuance and sale of any of the Securities by the Company to the Investor pursuant to this Agreement or cause the offering
of any of the Securities by the Company to be integrated with any other offering of securities of the Company.


 


Section 5.30. Dilutive
Effect. The Company is aware and acknowledges that issuance of the Securities could cause dilution to existing stockholders and
could significantly increase the outstanding number of shares of Common Stock. The Company further acknowledges that its obligation to
issue the Commitment Shares and to issue the Shares pursuant to the terms of a VWAP Purchase in accordance with this Agreement is, in
each case, absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other
stockholders of the Company.


 


Section 5.31. Manipulation
of Price. Neither the Company nor any of its officers, directors or Affiliates has, and, to the Knowledge of the Company,
no Person acting on their behalf has, (i) taken, directly or indirectly, any action designed or intended to cause or to result in the
stabilization or manipulation of the price of any security of the Company, or which caused or resulted in, or which would in the future
reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, in each
case to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation for soliciting
purchases of, any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase
any other securities of the Company. Neither the Company nor any of its officers, directors or Affiliates will during the term of this
Agreement, and, to the Knowledge of the Company, no Person acting on their behalf will during the term of this Agreement, take any of
the actions referred to in the immediately preceding sentence.


 


Section 5.32.
Securities Act. The Company has complied and shall comply with all applicable federal and state securities laws in connection
with the offer, issuance and sale of the Securities hereunder, including, without limitation, the applicable requirements of the Securities
Act. Each Registration Statement, upon filing with the Commission and at the time it is declared effective by the Commission, shall satisfy
all of the requirements of the Securities Act to register the resale of the Registrable Securities included therein by the Investor in
accordance with the Registration Rights Agreement on a delayed or continuous basis under Rule 415 under the Securities Act at then-prevailing
market prices, and not fixed prices. The Company is not, and has not previously been at any time, an issuer identified in, or subject
to, Rule 144(i).


 






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Section 5.33. Listing and Maintenance
Requirements; DTC Eligibility. As of the date of this Agreement and the Closing Date, the Common Stock is registered pursuant
to Section 12(b) of the Exchange Act, and the Company has taken no action designed to, or which to its Knowledge is likely to have the
effect of, terminating the registration of the Common Stock under the Exchange Act, nor has the Company received any notification that
the Commission is contemplating terminating such registration. As of the date of this Agreement and the Closing Date, the Company has
not received notice from the Trading Market or any Eligible Market on which the Common Stock is or has been listed or quoted to the effect
that the Company is not in compliance with the listing or maintenance requirements of such Trading Market or Eligible Market, as applicable.
As of the Closing Date, the Company is in compliance with all such listing and maintenance requirements. The Common Stock is eligible
for participation in the DTC book entry system and has shares on deposit at DTC for transferred electronically to third parties via DTC
through its Deposit/Withdrawal at Custodian (“DWAC”) delivery system. The Company has not received notice from
DTC to the effect that a suspension of, or restriction on, accepting additional deposits of the Common Stock, electronic trading or book-entry
services by DTC with respect to the Common Stock is being imposed or is contemplated.


 


Section 5.34.
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including
any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Charter or the laws of its
state of incorporation that is or could become applicable to the Investor as a result of the Investor and the Company fulfilling their
respective obligations or exercising their respective rights under the Transaction Documents (as applicable), including, without limitation,
as a result of the Company’s issuance of the Securities and the Investor’s ownership of the Securities.


 


Section 5.35.
No Unlawful Payments. Neither the Company nor any of its Subsidiaries nor any director or officer, nor, to the Knowledge
of the Company, any employee, agent, representative or Affiliate of the Company, has taken within the past five years any action in furtherance
of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else
of value, directly or indirectly, to any “government official” (including any officer or employee of a government or 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) to influence official action or secure an improper
advantage (to the extent acting on behalf of or providing services to the Company); and the Company and its Subsidiaries have conducted
their businesses within the past five years in compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”),
and other applicable anti-corruption or anti-bribery laws, and have instituted and maintain policies and procedures designed to promote
and achieve compliance with such laws and with the representation and warranty contained herein.


 


Section 5.36. Money
Laundering Laws. The operations of the Company are and have been conducted at all times within the past five years in
material compliance with all applicable financial recordkeeping and reporting requirements, including those of the Currency and
Foreign Transactions Reporting Act of 1970, as amended, and the applicable anti-money laundering statutes, including but not limited
to, applicable federal, state, international, foreign or other laws, regulations or government guidance regarding anti-money
laundering, including, without limitation, Title 18 US. Code section 1956 and 1957, the Patriot Act, the Bank Secrecy Act, and
international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial
Action Task Force on Money Laundering, of which the United States is a member and with which designation the United States
representative to the group or organization continues to concur, all as amended, and any Executive order, directive, or regulation
pursuant to the authority of any of the foregoing, or any orders or licenses issued thereunder, of jurisdictions where the Company
conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued,
administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”), and no
action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company
with respect to the Money Laundering Laws is pending or, to the Knowledge of the Company, threatened.


 






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Section 5.37.
OFAC. Neither the Company nor any of its Subsidiaries, nor any director, officer, or employee thereof, nor, to the Company’s
Knowledge, any agent, affiliate or representative of the Company, is a Person that is, or is owned or controlled by a Person that is (i)
the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the
United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively,
“Sanctions”), nor (ii) located, organized or resident in a country or territory that is the subject of Sanctions
(including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria). Neither the Company nor any of its Subsidiaries will,
directly or indirectly, use the proceeds from the sale of Shares under this Agreement, or lend, contribute or otherwise make available
such proceeds to any Subsidiary, joint venture partner or other Person (a) to fund or facilitate any activities or business of or with
any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions, or (b) in any
other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as
underwriter, advisor, investor or otherwise). For the past five years, neither the Company nor any of its Subsidiaries have knowingly
engaged in, or are now knowingly engaged in, any dealings or transactions with any Person, or in any country or territory, that at the
time of the dealing or transaction is or was the subject of Sanctions.


 


Section 5.38.
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so
long as any of the Securities are held by the Investor, shall become a U.S. real property holding corporation within the meaning of Section
897 of the Code.


 


Section 5.39. Information
Technology; Compliance With Data Privacy Laws. (i)(x) To the Knowledge of Company, there has been no security breach or
other compromise of any Company’s information technology and computer systems, networks, hardware, software, data (including
the data of their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of them),
equipment or technology (collectively, “IT Systems and Data”) and (y) the Company has not been notified in
writing 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) to the Knowledge of the Company, the Company is presently in material compliance
with all applicable laws or statutes and all 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, 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.


 






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Section 5.40.
No Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive
officer, other officer of the Company participating in the offering contemplated hereby, any beneficial owner of 20% or more of the Company’s
outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under
the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person”)
is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a
“Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under the
Securities Act. The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification
Event.


 


Section 5.41.
Acknowledgement Regarding Investor’s Acquisition of Securities. The Company acknowledges and agrees that the Investor
is acting solely in the capacity of an arm’s-length purchaser with respect to this Agreement and the transactions contemplated by
the Transaction Documents. The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the
Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated by the Transaction Documents, and
any advice given by the Investor or any of its representatives or agents in connection therewith is merely incidental to the Investor’s
acquisition of the Securities. The Company further represents to the Investor that the Company’s decision to enter into the Transaction
Documents to which it is a party has been based solely on the independent evaluation of the transactions contemplated thereby by the Company
and its representatives. The Company acknowledges and agrees that the Investor has not made and does not make any representations or warranties
with respect to the transactions contemplated by the Transaction Documents other than those specifically set forth in Article IV.


 


Article
VI

ADDITIONAL COVENANTS


 


The Company covenants with
the Investor, and the Investor covenants with the Company, as follows, which covenants of one party are for the benefit of the other party,
during the Investment Period (and with respect to the Company, for the period following the termination of this Agreement specified in
Section 8.3 pursuant to and in accordance with Section 8.3):


 


Section 6.1.
Securities Compliance. The Company shall notify the Commission and the Trading Market, if and as applicable, in accordance
with their respective rules and regulations, of the transactions contemplated by the Transaction Documents, and shall take all necessary
action, undertake all proceedings and obtain all registrations, permits, consents and approvals for the legal and valid issuance of the
Securities to the Investor in accordance with the terms of the Transaction Documents, as applicable.


 






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Section 6.2. Reservation
of Common Stock. The Company has available and the Company shall reserve and keep available at all times, free of preemptive
and other similar rights of stockholders, the requisite aggregate number of authorized but unissued shares of Common Stock to enable
the Company to timely effect (i) the issuance and delivery of all Commitment Shares to be issued and delivered to the Investor under
Section 10.1(ii) hereof within the time period specified in Section 10.1(ii) hereof, and (ii) the issuance, sale and delivery of all
Shares to be issued, sold and delivered in respect of each VWAP Purchase effected under this Agreement, in the case of this clause
(ii), at least prior to the delivery by the Company to the Investor in connection with such VWAP Purchase the applicable VWAP
Purchase Notice. Without limiting the generality of the foregoing, (a) as of the date of this Agreement, the Company has available,
out of its authorized and unissued Common Stock, 210,084 shares of Common Stock for the purpose of issuing all of the Commitment
Shares under this Agreement to be issued and delivered to the Investor under Section 10.1(ii) hereof within the time period
specified in Section 10.1(ii) hereof, and (b) as of the date of this Agreement the Company has reserved, and as of the Commencement
Date shall have continued to reserve, out of its authorized and unissued Common Stock, 25,000,000 shares of Common Stock solely for
the purpose of issuing Shares pursuant to one or more VWAP Purchases that may be effected by the Company, in its sole discretion,
from time to time from and after the Commencement Date under this Agreement. The number of shares of Common Stock so reserved for
the purpose of effecting VWAP Purchases under this Agreement may be increased from time to time by the Company from and after the
Commencement Date, and such number of reserved shares may be reduced from and after the Commencement Date only by the number of
Shares actually issued, sold and delivered to the Investor pursuant to any VWAP Purchase effected from and after the Commencement
Date pursuant to this Agreement.


 


Section 6.3.
Registration and Listing. The Company shall use its commercially reasonable efforts to cause the Common Stock to continue
to be registered as a class of securities under Sections 12(b) of the Exchange Act, and to comply with its reporting and filing obligations
under the Exchange Act, and shall not take any action or file any document (whether or not permitted by the Securities Act or the Exchange
Act) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under the Exchange Act
or Securities Act, except as permitted herein. The Company shall use its commercially reasonable efforts to continue the listing and trading
of its Common Stock and the listing of the Securities purchased or acquired by the Investor hereunder on the Trading Market (or another
Eligible Market) and to comply with the Company’s reporting, filing and other obligations under the rules and regulations of the
Trading Market (or other Eligible Market, as applicable). The Company shall not take any action which could be reasonably expected to
result in the delisting or suspension of the Common Stock on the Trading Market (or other Eligible Market, as applicable). If the Company
receives any final and non-appealable notice that the listing or quotation of the Common Stock on the Trading Market (or other Eligible
Market, as applicable) shall be terminated on a date certain, the Company shall promptly (and in any case within 24 hours) notify the
Investor of such fact in writing and shall use its commercially reasonable efforts to cause the Common Stock to be listed or quoted on
another Eligible Market.


 


Section 6.4.
Compliance with Laws.


 


(i) During the Investment
Period, the Company (a) shall comply, and cause each Subsidiary to comply, with all laws, rules, regulations and orders applicable
to the business and operations of the Company and its Subsidiaries, except as would not have a Material Adverse Effect and (b) with
applicable provisions of the Securities Act and the Exchange Act, including Regulation M thereunder, applicable state securities or
“Blue Sky” laws, and applicable listing rules of the Trading Market (or Eligible Market, as applicable), except as would
not, individually or in the aggregate, prohibit or otherwise interfere with the ability of the Company to enter into and perform its
obligations under this Agreement in any material respect or for Investor to conduct resales of Securities under the Registration
Statement in any material respect. Without limiting the foregoing, neither the Company, nor any of its Subsidiaries, nor to the
Knowledge of the Company, any of their respective directors, officers, agents, employees or any other Persons acting on their behalf
shall, in connection with the operation of the Company’s and its Subsidiaries’ respective businesses, (1) use any
corporate funds for unlawful contributions, payments, gifts or entertainment or to make any unlawful expenditures relating to
political activity to government officials, candidates or members of political parties or organizations, (2) pay, accept or receive
any unlawful contributions, payments, expenditures or gifts, or (3) violate or operate in noncompliance with any export
restrictions, anti-boycott regulations, embargo regulations or other applicable domestic or foreign laws and regulations, including,
without limitation, the FCPA and the Money Laundering Laws.


 






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(ii)   The Investor shall comply with all laws, rules, regulations and orders applicable to the performance by it of its obligations under
this Agreement and its investment in the Securities, except as would not, individually or in the aggregate, prohibit or otherwise interfere
with the ability of the Investor to enter into and perform its obligations under this Agreement in any material respect. Without limiting
the foregoing, the Investor shall comply with all applicable provisions of the Securities Act and the Exchange Act, including Regulation
M thereunder, and all applicable state securities or “Blue Sky” laws.


 


Section 6.5.
Keeping of Records and Books of Account; Due Diligence.


 


(i)
The Investor and the Company shall each maintain records showing the remaining Total Commitment, the remaining Aggregate Limit
and the dates and VWAP Purchase Share Amount for each VWAP Purchase.


 


(ii)
Subject to the requirements of Section 6.12, from time to time from and after the Closing Date, the Company shall make available
for inspection and review by the Investor during normal business hours and after reasonable notice, customary documentation reasonably
requested by the Investor and/or its appointed counsel or advisors to conduct due diligence; provided, however, that after
the Closing Date, the Investor’s continued due diligence shall not be a condition precedent to the Commencement or to the Investor’s
obligation to accept any VWAP Purchase Notice timely delivered by the Company to the Investor in accordance with this Agreement.


 


Section 6.6.
No Frustration; No Variable Rate Transactions.


 


(i) No
Frustration. The Company shall not enter into, announce or recommend to its stockholders any agreement, plan, arrangement or
transaction in or of which the terms thereof would restrict, materially delay, conflict with or impair the ability or right of the
Company to perform its obligations under the Transaction Documents to which it is a party, including, without limitation, the
obligation of the Company to deliver (i) the Commitment Shares to the Investor not later than 4:00 p.m. (New York time) on the
Trading Day immediately following the Closing Date in accordance with Section 10.1(ii), and (ii) the Shares to the Investor in
respect of a VWAP Purchase not later than the VWAP Purchase Share Delivery Date in accordance with Section 3.2. For the avoidance of
doubt, nothing in this Section 6.6(i) shall in any way limit the Company’s right to terminate this Agreement in accordance
with Section 8.2 (subject in all cases to Section 8.3).


 






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(ii)
No Variable Rate Transactions. The Company shall not effect or enter into an agreement to effect any issuance by
the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (or a combination of units thereof) involving a Variable
Rate Transaction, other than in connection with an Exempt Issuance. The Investor shall be entitled to seek injunctive relief against the
Company and its Subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect damages, without
the necessity of showing economic loss and without any bond or other security being required.


 


Section 6.7.
Corporate Existence. The Company shall take all steps necessary to preserve and continue the corporate existence of
the Company; provided, however, that, except as provided in Section 6.8, nothing in this Agreement shall be deemed to prohibit
the Company from engaging in any Fundamental Transaction with another Person. For the avoidance of doubt, nothing in this Section 6.7
shall in any way limit the Company’s right to terminate this Agreement in accordance with Section 8.2 (subject in all cases to Section
8.3).


 


Section 6.8.
Fundamental Transaction. If a VWAP Purchase Notice has been delivered to the Investor and the transactions contemplated
therein have not yet been fully settled in accordance with Section 3.2 of this Agreement, the Company shall not effect any Fundamental
Transaction until the expiration of five (5) Trading Days following the date of full settlement thereof and the issuance to the Investor
of all of the Shares that are issuable to the Investor pursuant to the VWAP Purchase to which such VWAP Purchase Notice relates.


 


Section 6.9.
Selling Restrictions.


 


(i) Except as expressly
set forth below, the Investor covenants that from and after the Closing Date through and including the Trading Day next following
the expiration or termination of this Agreement as provided in Article VIII (the “Restricted Period”),
none of the Investor, its officers, its sole member, or any entity managed or controlled by the Investor or its sole member
(collectively, the “Restricted Persons” and each of the foregoing is referred to herein as a
“Restricted Person”) shall, directly or indirectly, (i) engage in any Short Sales of the Common Stock or
(ii) hedging transaction, which establishes a net short position with respect to the Common Stock, with respect to each of clauses
(i) and (ii) hereof, either for its own account or for the account of any other Restricted Person. Notwithstanding the foregoing, it
is expressly understood and agreed that nothing contained herein shall (without implication that the contrary would otherwise
be true) prohibit any Restricted Person during the Restricted Period from: (1) selling “long” (as defined under Rule 200
promulgated under Regulation SHO) the Securities; or (2) selling a number of shares of Common Stock equal to the number of
Shares that the Investor is unconditionally obligated to purchase under a pending VWAP Purchase Notice but has not yet
received from the Company or its transfer agent pursuant to this Agreement, so long as (X) the Investor (or its Broker-Dealer, as
applicable) delivers the Shares purchased pursuant to such VWAP Purchase Notice to the purchaser thereof promptly upon the
Investor’s receipt of such Shares from the Company in accordance with Section 3.2 of this Agreement and (Y) neither the
Company or its transfer agent shall have failed for any reason to deliver such Shares to the Investor or its Broker-Dealer so that
such Shares are timely received by the Investor as DWAC Shares on the applicable VWAP Purchase Share Delivery Date in accordance
with Section 3.2 of this Agreement.


 






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(ii)
In addition to the foregoing, in connection with any sale of Securities (including any sale permitted by paragraph (i) above),
the Investor shall comply in all respects with all applicable laws, rules, regulations and orders, including, without limitation, the
requirements of the Securities Act and the Exchange Act.


 


Section 6.10.
Effective Registration Statement. During the Investment Period, the Company shall use its commercially reasonable efforts
to maintain the continuous effectiveness of the Initial Registration Statement and each New Registration Statement filed with the Commission
under the Securities Act for the applicable Registration Period pursuant to and in accordance with the Registration Rights Agreement.


 


Section 6.11.
Blue Sky. The Company shall take such action, if any, as is necessary by the Company in order to obtain an exemption
for or to qualify the Securities for sale by the Company to the Investor pursuant to the Transaction Documents, and at the request of
the Investor, the subsequent resale of Registrable Securities by the Investor, in each case, under applicable state securities or “Blue
Sky” laws and shall provide evidence of any such action so taken to the Investor from time to time following the Closing Date; provided,
however, that the Company shall not be required in connection therewith or as a condition thereto to (x) qualify to do business
in any jurisdiction where it would not otherwise be required to qualify but for this Section 6.11, (y) subject itself to general taxation
in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction.


 


Section 6.12.
Non-Public Information. Neither the Company or any of its Subsidiaries, nor any of their respective directors, officers,
employees or agents shall disclose any material non-public information about the Company to the Investor, unless a simultaneous public
announcement thereof is made by the Company in the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant
by the Company or any of its Subsidiaries, or any of their respective directors, officers, employees and agents (as determined in the
reasonable good faith judgment of the Investor), (i) the Investor shall promptly provide written notice of such breach to the Company
and (ii) after such notice has been provided to the Company and, provided that the Company shall have failed to publicly disclose such
material, non-public information within 24 hours following demand therefor by the Investor, in addition to any other remedy provided herein
or in the other Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release,
public advertisement or otherwise, of such material, non-public information without the prior approval by the Company, any of its Subsidiaries,
or any of their respective directors, officers, employees or agents. The Investor shall not have any liability to the Company, any of
its Subsidiaries, or any of their respective directors, officers, employees, stockholders or agents, for any such disclosure.


 


Section 6.13. Broker-Dealer.
The Investor shall use one or more broker-dealers to effectuate all sales, if any, of the Securities that it may purchase or
otherwise acquire from the Company pursuant to the Transaction Documents, as applicable, which (or whom) shall be a DTC participant
(collectively, the “Broker-Dealer”). The Investor shall, from time to time, provide the Company and the
Transfer Agent with all information regarding the Broker-Dealer reasonably requested by the Company. The Investor shall be solely
responsible for all fees and commissions of the Broker-Dealer (if any), which shall not exceed customary brokerage fees and
commissions and shall be responsible for designating only a DTC participant eligible to receive DWAC Shares.


 






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Section 6.14.
Disclosure Schedule.


 


(i)
The Company may, from time to time, update the Disclosure Schedule as may be required to satisfy the conditions set forth in Section
7.2(i) and Section 7.3(i) (to the extent such condition set forth in Section 7.3(i) relates to the condition in Section 7.2(i) as of a
specific VWAP Purchase Condition Satisfaction Time). For purposes of this Section 6.14, any disclosure made in a schedule to the Compliance
Certificate shall be deemed to be an update of the Disclosure Schedule. Notwithstanding anything in this Agreement to the contrary, no
update to the Disclosure Schedule pursuant to this Section 6.14 shall cure any breach of a representation or warranty of the Company contained
in this Agreement and made prior to the update and shall not affect any of the Investor’s rights or remedies with respect thereto.


 


(ii)
Notwithstanding anything to the contrary contained in the Disclosure Schedule or in this Agreement, the information and disclosure
contained in any Schedule of the Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in any other Schedule
of the Disclosure Schedule as though fully set forth in such Schedule for which applicability of such information and disclosure is readily
apparent on its face. The fact that any item of information is disclosed in the Disclosure Schedule shall not be construed to mean that
such information is required to be disclosed by this Agreement. Except as expressly set forth in this Agreement, such information and
the thresholds (whether based on quantity, qualitative characterization, dollar amounts or otherwise) set forth herein shall not be used
as a basis for interpreting the terms “material” or “Material Adverse Effect” or other similar terms in this Agreement.


 


Section 6.15. Delivery
of Bring Down Opinions and Compliance Certificates Upon Occurrence of Certain Events. Within three (3) Trading Days
immediately following (i) the end of each PEA Period, if the Company is required under the Securities Act to file with the
Commission (A) a post-effective amendment to the Initial Registration Statement required to be filed by the Company with the
Commission pursuant to Section 2(a) of the Registration Rights Agreement, (B) a New Registration Statement required to be filed by
the Company with the Commission pursuant to Section 2(c) of the Registration Rights Agreement, or (C) a post-effective amendment to
a New Registration Statement required to be filed by the Company with the Commission pursuant to Section 2(c) of the Registration
Rights Agreement, in each case with respect to a fiscal year ending after the Commencement Date, to register the resale of
Securities by the Investor under the Securities Act pursuant to this Agreement and the Registration Rights Agreement, and (ii) the
date the Company files with the Commission (A) a Prospectus Supplement to the Prospectus contained in the Initial Registration
Statement or any New Registration Statement under the Securities Act, (B) an annual report on Form 10-K under the Exchange Act with
respect to a fiscal year ending after the Commencement Date, (C) an amendment on Form 10-K/A to an annual report on Form 10-K under
the Exchange Act with respect to a fiscal year ending after the Commencement Date, which contains amended material financial
information (or a restatement of material financial information) or an amendment to other material information contained in a
previously filed Form 10-K, and (D) a Commission Document under the Exchange Act (other than those referred to in clauses (ii)(A)
and (ii)(B) of this Section 6.15), which contains amended material financial information (or a restatement of material financial
information) or an amendment to other material information contained or incorporated by reference in the Initial Registration
Statement, any New Registration Statement, or the Prospectus or any Prospectus Supplement contained in the Initial Registration
Statement or any New Registration Statement (it being hereby acknowledged and agreed that the filing by the Company with the
Commission of a quarterly report on Form 10-Q that includes only updated financial information as of the end of the Company’s
most recent fiscal quarter shall not, in and of itself, constitute an “amendment” or “restatement” for
purposes of clause (ii) of this Section 6.15), in each case of this clause (ii) if the Company is not also then required under the
Securities Act to file a post-effective amendment to the Initial Registration Statement, any New Registration Statement or a
post-effective amendment to any New Registration Statement, in each case with respect to a fiscal year ending after the Commencement
Date, to register the resale of Securities by the Investor under the Securities Act pursuant to this Agreement and the Registration
Rights Agreement, and in any case of this clause (ii), not more than once per calendar quarter, the Company shall (I) deliver to the
Investor a Compliance Certificate, dated such date, and (II) cause to be furnished to the Investor an opinion “bring
down” from outside counsel to the Company substantially in the form mutually agreed to by the Company and the Investor prior
to the date of this Agreement, modified, as necessary, to relate to such Registration Statement or post-effective amendment, or the
Prospectus contained therein as then amended or supplemented by such Prospectus Supplement, as applicable (each such opinion, a
“Bring Down Opinion”).


 






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Article
VII

CONDITIONS TO CLOSING, COMMENCEMENT AND VWAP PURCHASES


 


Section 7.1.
Conditions Precedent to Closing. The Closing is subject to the satisfaction of each of the conditions set forth in this
Section 7.1 on the Closing Date.


 


(i)
Accuracy of the Investor’s Representations and Warranties. The representations and warranties of the Investor
contained in this Agreement (a) that are not qualified by “materiality” shall be true and correct in all material respects
as of the Closing Date, except to the extent such representations and warranties are as of another date, in which case, such representations
and warranties shall be true and correct in all material respects as of such other date and (b) that are qualified by “materiality”
shall be true and correct as of the Closing Date, except to the extent such representations and warranties are as of another date, in
which case, such representations and warranties shall be true and correct as of such other date.


 


(ii) Accuracy of the
Company’s Representations and Warranties. The representations and warranties of the Company contained in this
Agreement (a) that are not qualified by “materiality” or “Material Adverse Effect” shall be true and correct
in all material respects as of the Closing Date, except to the extent such representations and warranties are as of another date, in
which case, such representations and warranties shall be true and correct in all material respects as of such other date and
(b) that are qualified by “materiality” or “Material Adverse Effect” shall be true and correct as of
the Closing Date, except to the extent such representations and warranties are as of another date, in which case, such
representations and warranties shall be true and correct as of such other date.


 






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(iii)
Payment of Document Preparation Fee; Issuance of Commitment Shares. On or prior to the Closing Date, the Company
shall have paid by wire transfer of immediately available funds (a) to an account designated by the Investor or the Investor’s counsel
on or prior to the date hereof, the Document Preparation Fee in accordance with Section 10.1(i), all of which Document Preparation Fee
shall be fully earned and non-refundable as of the Closing Date, regardless of whether any VWAP Purchases are made or settled hereunder
or any subsequent termination of this Agreement. On the Closing Date, the Company shall deliver irrevocable instructions to its transfer
agent to issue to the Investor, not later than 4:00 p.m. (New York City time) on the Trading Day immediately following the Closing Date,
a certificate or book-entry statement representing the Commitment Shares in the name of the Investor or its designee (in which case such
designee name shall have been provided to the Company prior to the Closing Date), in consideration for the Investor’s execution
and delivery of this Agreement. Such certificate or book-entry statement shall be delivered to the Investor by overnight courier at its
address set forth in Section 10.4 hereof. For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the Closing
Date regardless of whether any VWAP Purchases are made or settled hereunder or any subsequent termination of this Agreement.


 


(iv)
Closing Deliverables. At the Closing, counterpart signature pages of this Agreement and the Registration Rights Agreement
executed by each of the parties hereto shall be delivered as provided in Section 2.2. Simultaneously with the execution and delivery of
this Agreement and the Registration Rights Agreement, the Investor’s counsel shall have received (a) the opinions of outside counsel
to the Company, dated the Closing Date, in the forms mutually agreed to by the Company and the Investor prior to the date of this Agreement,
(b) the closing certificate from the Company, dated the Closing Date, in the form of Exhibit B hereto, and (c) a copy of the irrevocable
instructions to the Company’s transfer agent regarding the issuance to the Investor or its designee of the certificate(s) or book-entry
statement(s) representing the Commitment Shares pursuant to and in accordance with Section 10.1(ii) hereof.


 


Section 7.2.
Conditions Precedent to Commencement. The right of the Company to commence delivering VWAP Purchase Notices under this
Agreement, and the obligation of the Investor to accept VWAP Purchase Notices delivered to the Investor by the Company under this Agreement,
are subject to the initial satisfaction, at Commencement, of each of the conditions set forth in this Section 7.2.


 


(i) Accuracy of the
Company’s Representations and Warranties. The representations and warranties of the Company contained in this
Agreement (a) that are not qualified by “materiality” or “Material Adverse Effect” shall have been true and
correct in all material respects when made and shall be true and correct in all material respects as of the Commencement Date with
the same force and effect as if made on such date, except to the extent such representations and warranties are as of another date,
in which case, such representations and warranties shall be true and correct in all material respects as of such other date and
(b) that are qualified by “materiality” or “Material Adverse Effect” shall have been true and correct
when made and shall be true and correct as of the Commencement Date with the same force and effect as if made on such date, except
to the extent such representations and warranties are as of another date, in which case, such representations and warranties shall
be true and correct as of such other date.


 






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(ii)
Performance of the Company. The Company shall have performed, satisfied and complied in all material respects with
all covenants, agreements and conditions required by this Agreement and the Registration Rights Agreement to be performed, satisfied or
complied with by the Company at or prior to the Commencement. The Company shall deliver to the Investor on the Commencement Date the compliance
certificate substantially in the form attached hereto as Exhibit C (the “Compliance Certificate”).


 


(iii)
Initial Registration Statement Effective. The Initial Registration Statement covering the resale by the Investor
of the Registrable Securities included therein required to be filed by the Company with the Commission pursuant to Section 2(a) of the
Registration Rights Agreement shall have been declared effective under the Securities Act by the Commission, and the Investor shall be
permitted to utilize the Prospectus therein to resell (i) all of the Commitment Shares and (ii) all of the Shares included in such Prospectus.


 


(iv)
No Material Notices. None of the following events shall have occurred and be continuing: (a) receipt of any request
by the Commission or any other federal or state governmental authority for any additional information relating to the Initial Registration
Statement, the Prospectus contained therein or any Prospectus Supplement thereto, or for any amendment of or supplement to the Initial
Registration Statement, the Prospectus contained therein or any Prospectus Supplement thereto; (b) the issuance by the Commission or any
other federal or state governmental authority of any stop order suspending the effectiveness of the Initial Registration Statement or
prohibiting or suspending the use of the Prospectus contained therein or any Prospectus Supplement thereto, or of the suspension of qualification
or exemption from qualification of the Securities for offering or sale in any jurisdiction, or the initiation or contemplated initiation
of any proceeding for such purpose; or (c) the occurrence of any event or the existence of any condition or state of facts, which makes
any statement of a material fact made in the Initial Registration Statement, the Prospectus contained therein or any Prospectus Supplement
thereto untrue or which requires the making of any additions to or changes to the statements then made in the Initial Registration Statement,
the Prospectus contained therein or any Prospectus Supplement thereto in order to state a material fact required by the Securities Act
to be stated therein or necessary in order to make the statements then made therein (in the case of the Prospectus or any Prospectus Supplement,
in light of the circumstances under which they were made) not misleading, or which requires an amendment to the Initial Registration Statement
or a supplement to the Prospectus contained therein or any Prospectus Supplement thereto to comply with the Securities Act or any other
law. The Company shall have no Knowledge of any event that could reasonably be expected to have the effect of causing the suspension of
the effectiveness of the Initial Registration Statement or the prohibition or suspension of the use of the Prospectus contained therein
or any Prospectus Supplement thereto in connection with the resale of the Registrable Securities by the Investor.


 


(v) Other Commission
Filings. The Current Report and the Form D shall have been filed with the Commission as required pursuant to Section 2.3.
The final Prospectus included in the Initial Registration Statement shall have been filed with the Commission prior to Commencement
in accordance with Section 2.3 and the Registration Rights Agreement. All reports, schedules, registrations, forms, statements,
information and other documents required to have been filed by the Company with the Commission pursuant to the reporting
requirements of the Exchange Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the
Exchange Act, prior to Commencement shall have been filed with the Commission.


 






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(vi)
No Suspension of Trading in or Notice of Delisting of Common Stock. Trading in the Common Stock shall not have been
suspended by the Commission, the Trading Market or the FINRA (except for any suspension of trading of limited duration agreed to by the
Company, which suspension shall be terminated prior to the Commencement Date), the Company shall not have received any final and non-appealable
notice that the listing or quotation of the Common Stock on the Trading Market shall be terminated on a date certain (unless, prior to
such date certain, the Common Stock is listed or quoted on any other Eligible Market), nor shall there have been imposed any suspension
of, or restriction on, accepting additional deposits of the Common Stock, electronic trading or book-entry services by DTC with respect
to the Common Stock that is continuing, the Company shall not have received any notice from DTC to the effect that a suspension of, or
restriction on, accepting additional deposits of the Common Stock, electronic trading or book-entry services by DTC with respect to the
Common Stock is being imposed or is contemplated (unless, prior to such suspension or restriction, DTC shall have notified the Company
in writing that DTC has determined not to impose any such suspension or restriction).


 


(vii)
Compliance with Laws. The Company shall have complied with all applicable federal, state and local governmental laws,
rules, regulations and ordinances in connection with the execution, delivery and performance of this Agreement and the other Transaction
Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, including, without limitation,
the Company shall have obtained all permits and qualifications required by any applicable state securities or “Blue Sky” laws
for the offer and sale of the Securities by the Company to the Investor and the subsequent resale of the Registrable Securities by the
Investor (or shall have the availability of exemptions therefrom).


 


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


 


(ix)
No Proceedings or Litigation. No action, suit or proceeding before any arbitrator or any court or governmental authority
shall have been commenced, and no inquiry or investigation by any governmental authority shall have been commenced, against the Company
or any Subsidiary, or any of the officers, directors or Affiliates of the Company or any Subsidiary, seeking to restrain, prevent or change
the transactions contemplated by the Transaction Documents, or seeking material damages in connection with such transactions.


 


(x)
Listing of Securities. All of the Securities that have been and may be issued pursuant to this Agreement shall have
been approved for listing or quotation on the Trading Market (or on an Eligible Market) as of the Commencement Date, subject only to notice
of issuance.


 




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(xi)
 No Material Adverse Effect. No condition, occurrence, state of facts or event constituting a Material Adverse Effect
shall have occurred and be continuing.


 


(xii)
No Bankruptcy Proceedings. No Person shall have commenced a proceeding against the Company pursuant to or within
the meaning of any Bankruptcy Law. The Company shall not have, pursuant to or within the meaning of any Bankruptcy Law, (a) commenced
a voluntary case, (b) consented to the entry of an order for relief against it in an involuntary case, (c) consented to the appointment
of a Custodian of the Company or for all or substantially all of its property, or (d) made a general assignment for the benefit of its
creditors. A court of competent jurisdiction shall not have entered an order or decree under any Bankruptcy Law that (I) is for relief
against the Company in an involuntary case, (II) appoints a Custodian of the Company or for all or substantially all of its property,
or (III) orders the liquidation of the Company or any of its Subsidiaries.


 


(xiii)
Commitment Shares Issued as DWAC Shares. The Company shall have caused the Company’s transfer agent to credit
the Investor’s or its designee’s account at DTC as DWAC Shares such number of shares of Common Stock equal to the number of
Commitment Shares issued to the Investor pursuant to Section 10.1(ii) hereof, in accordance with Section 10.1(iv) hereof.


 


(xiv)
Delivery of Commencement Irrevocable Transfer Agent Instructions and Notice of Effectiveness. The Commencement Irrevocable
Transfer Agent Instructions shall have been executed by the Company and delivered to acknowledged in writing by the Company’s transfer
agent, and the Notice of Effectiveness relating to the Initial Registration Statement shall have been executed by the Company’s
outside counsel and delivered to the Company’s transfer agent, in each case directing such transfer agent to issue to the Investor
or its designated Broker-Dealer all of the Commitment Shares and Shares included in the Initial Registration Statement as DWAC Shares
in accordance with this Agreement and the Registration Rights Agreement.


 


(xv)   
Reservation of Shares. As of the Commencement Date, the Company shall have reserved out of its authorized and unissued
Common Stock, 25,000,000 shares of Common Stock solely for the purpose of issuing Shares pursuant to VWAP Purchases that may be effected
by the Company, in its sole discretion, from and after the Commencement Date under this Agreement.


 


(xvi)
Opinions and Bring-Down Opinions of Company Counsel. On the Commencement Date, the Investor shall have received the
opinions, bring-down opinions and negative assurances from outside counsel to the Company, dated the Commencement Date, in the forms mutually
agreed to by the Company and the Investor prior to the date of this Agreement.


 


Section 7.3. Conditions
Precedent to VWAP Purchases after Commencement Date. The right of the Company to deliver VWAP Purchase Notices under this
Agreement after the Commencement Date, and the obligation of the Investor to accept VWAP Purchase Notices under this Agreement after
the Commencement Date, are subject to the satisfaction of each of the conditions set forth in this Section 7.3 at the applicable
VWAP Purchase Commencement Time for the VWAP Purchase to be effected pursuant to the applicable VWAP Purchase Notice timely
delivered by the Company to the Investor in accordance with this Agreement (each such time, a “VWAP Purchase Condition
Satisfaction Time”).


 






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(i)
Satisfaction of Certain Prior Conditions. Each of the conditions set forth in subsections (i), (ii), and (vii) through
(xiv) set forth in Section 7.2 shall be satisfied at the applicable VWAP Purchase Condition Satisfaction Time after the Commencement Date
(with the terms “Commencement” and “Commencement Date” in the conditions set forth in subsections (i) and (ii)
of Section 7.2 replaced with “applicable VWAP Purchase Condition Satisfaction Time”); provided, however, that
the Company shall not be required to deliver the Compliance Certificate after the Commencement Date, except as provided in Section 6.15
and Section 7.3(x).


 


(ii)
Initial Registration Statement Effective. The Initial Registration Statement covering the resale by the Investor
of the Registrable Securities included therein filed by the Company with the Commission pursuant to Section 2(a) of the Registration Rights
Agreement, and any post-effective amendment thereto required to be filed by the Company with the Commission after the Commencement Date
and prior to the applicable VWAP Purchase Date pursuant to the Registration Rights Agreement, in each case shall have been declared effective
under the Securities Act by the Commission and shall remain effective for the applicable Registration Period (as defined in the Registration
Rights Agreement), and the Investor shall be permitted to utilize the Prospectus therein, and any Prospectus Supplement thereto, to resell
(a) all of the Commitment Shares, (b) all of the Shares included in the Initial Registration Statement, and any post-effective amendment
thereto, that have been issued and sold to the Investor hereunder pursuant to all VWAP Purchase Notices delivered by the Company to the
Investor prior to such applicable VWAP Purchase Date and (c) all of the Shares included in the Initial Registration Statement, and any
post-effective amendment thereto, that are issuable pursuant to the applicable VWAP Purchase Notice delivered by the Company to the Investor
with respect to a VWAP Purchase to be effected hereunder on such applicable VWAP Purchase Date.


 


(iii)
Any Required New Registration Statement Effective. Any New Registration Statement covering the resale by the Investor
of the Registrable Securities included therein, and any post-effective amendment thereto, required to be filed by the Company with the
Commission pursuant to the Registration Rights Agreement after the Commencement Date and prior to the applicable VWAP Purchase Date, in
each case shall have been declared effective under the Securities Act by the Commission and shall remain effective for the applicable
Registration Period, and the Investor shall be permitted to utilize the Prospectus therein, and any Prospectus Supplement thereto, to
resell (a) all of the Commitment Shares (if any) included in such New Registration Statement, and any post-effective amendment thereto,
(b) all of the Shares included in such New Registration Statement, and any post-effective amendment thereto, that have been issued and
sold to the Investor hereunder pursuant to all VWAP Purchase Notices delivered by the Company to the Investor prior to such applicable
VWAP Purchase Date and (c) all of the Shares included in such new Registration Statement, and any post-effective amendment thereto, that
are issuable pursuant to the applicable VWAP Purchase Notice delivered by the Company to the Investor with respect to a VWAP Purchase
to be effected hereunder on such applicable VWAP Purchase Date.


 


(iv) Delivery of
Subsequent Irrevocable Transfer Agent Instructions and Notice of Effectiveness. With respect to any post-effective amendment
to the Initial Registration Statement, any New Registration Statement or any post-effective amendment to any New Registration
Statement, in each case declared effective by the Commission after the Commencement Date, the Company shall have delivered or caused
to be delivered to the Company’s transfer agent (a) irrevocable instructions in the form substantially similar to the
Commencement Irrevocable Transfer Agent Instructions executed by the Company and acknowledged in writing by its transfer agent and
(b) the Notice of Effectiveness, in each case modified as necessary to refer to such Registration Statement or post-effective
amendment and the Registrable Securities included therein, to issue the Registrable Securities included therein as DWAC Shares in
accordance with the terms of this Agreement and the Registration Rights Agreement.


 






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(v) No Material
Notices. None of the following events shall have occurred and be continuing: (a) receipt of any request by the Commission or
any other federal or state governmental authority for any additional information relating to the Initial Registration Statement or
any post-effective amendment thereto, any New Registration Statement or any post-effective amendment thereto, or the Prospectus
contained in any of the foregoing or any Prospectus Supplement thereto, or for any amendment of or supplement to the Initial
Registration Statement or any post-effective amendment thereto, any New Registration Statement or any post-effective amendment
thereto, or the Prospectus contained in any of the foregoing or any Prospectus Supplement thereto; (b) the issuance by the
Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of the Initial
Registration Statement or any post-effective amendment thereto, any New Registration Statement or any post-effective amendment
thereto, or prohibiting or suspending the use of the Prospectus contained in any of the foregoing or any Prospectus Supplement
thereto, or of the suspension of qualification or exemption from qualification of the Securities for offering or sale in any
jurisdiction, or the initiation or contemplated initiation of any proceeding for such purpose; or (c) the occurrence of any event or
the existence of any condition or state of facts, which makes any statement of a material fact made in the Initial Registration
Statement or any post-effective amendment thereto, any New Registration Statement or any post-effective amendment thereto, or the
Prospectus contained in any of the foregoing or any Prospectus Supplement thereto untrue or which requires the making of any
additions to or changes to the statements then made in the Initial Registration Statement or any post-effective amendment thereto,
any New Registration Statement or any post-effective amendment thereto, or the Prospectus contained in any of the foregoing or any
Prospectus Supplement thereto in order to state a material fact required by the Securities Act to be stated therein or necessary in
order to make the statements then made therein (in the case of the Prospectus or any Prospectus Supplement, in light of the
circumstances under which they were made) not misleading, or which requires an amendment to the Initial Registration Statement or
any post-effective amendment thereto, any New Registration Statement or any post-effective amendment thereto, or the Prospectus
contained in any of the foregoing or any Prospectus Supplement thereto to comply with the Securities Act or any other law (other
than the transactions contemplated by the applicable VWAP Purchase Notice delivered by the Company to the Investor with respect to a
VWAP Purchase to be effected hereunder on such applicable VWAP Purchase Date and the settlement thereof). The Company shall have no
Knowledge of any event that could reasonably be expected to have the effect of causing the suspension of the effectiveness of the
Initial Registration Statement or any post-effective amendment thereto, any New Registration Statement or any post-effective
amendment thereto, or the prohibition or suspension of the use of the Prospectus contained in any of the foregoing or any Prospectus
Supplement thereto in connection with the resale of the Registrable Securities by the Investor.


 






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(vi)
Other Commission Filings. The final Prospectus included in any post-effective amendment to the Initial Registration
Statement, and any Prospectus Supplement thereto, required to be filed by the Company with the Commission pursuant to Section 2.3 and
the Registration Rights Agreement after the Commencement Date and prior to the applicable VWAP Purchase Date, shall have been filed with
the Commission in accordance with Section 2.3 and the Registration Rights Agreement. The final Prospectus included in any New Registration
Statement and in any post-effective amendment thereto, and any Prospectus Supplement thereto, required to be filed by the Company with
the Commission pursuant to Section 2.3 and the Registration Rights Agreement after the Commencement Date and prior to the applicable VWAP
Purchase Date, shall have been filed with the Commission in accordance with Section 2.3 and the Registration Rights Agreement. All reports,
schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission
pursuant to the reporting requirements of the Exchange Act, including all material required to have been filed pursuant to Section 13(a)
or 15(d) of the Exchange Act, after the Commencement Date and prior to the applicable VWAP Purchase Date, shall have been filed with the
Commission and, if any Registrable Securities are covered by a Registration Statement on Form S-3, such filings shall have been made within
the applicable time period prescribed for such filing under the Exchange Act.


 


(vii)
No Suspension of Trading in or Notice of Delisting of Common Stock. Trading in the Common Stock shall not have been
suspended by the Commission, the Trading Market (or Eligible Market, as applicable) or FINRA (except for any suspension of trading of
limited duration agreed to by the Company, which suspension shall be terminated prior to the applicable VWAP Purchase Date), the Company
shall not have received any final and non-appealable notice that the listing or quotation of the Common Stock on the Trading Market (or
Eligible Market, as applicable) shall be terminated on a date certain (unless, prior to such date certain, the Common Stock is listed
or quoted on any other Eligible Market), nor shall there have been imposed any suspension of, or restriction on, accepting additional
deposits of the Common Stock, electronic trading or book-entry services by DTC with respect to the Common Stock that is continuing, the
Company shall not have received any notice from DTC to the effect that a suspension of, or restriction on, accepting additional deposits
of the Common Stock, electronic trading or book-entry services by DTC with respect to the Common Stock is being imposed or is contemplated
(unless, prior to such suspension or restriction, DTC shall have notified the Company in writing that DTC has determined not to impose
any such suspension or restriction).


 


(viii)
Certain Limitations. The issuance and sale of the Shares issuable pursuant to the applicable VWAP Purchase Notice
shall not (a) exceed the applicable VWAP Purchase Maximum Amount, (b) cause the Aggregate Limit or the Beneficial Ownership Limitation
to be exceeded, or (c) cause the Exchange Cap (to the extent applicable under Section 3.3) to be exceeded, unless in the case of this
clause (c), the Company’s stockholders have theretofore approved the issuance of Common Stock under this Agreement in excess of
the Exchange Cap in accordance with the applicable rules of the Trading Market.


 


(ix) Shares
Authorized and Delivered. All of the Shares issuable pursuant to the applicable VWAP Purchase Notice shall have been duly
authorized by all necessary corporate action of the Company. All Shares relating to all prior VWAP Purchase Notices required to have
been received by the Investor as DWAC Shares under this Agreement prior to the applicable VWAP Purchase Condition Satisfaction Time
for the applicable VWAP Purchase shall have been delivered to the Investor as DWAC Shares in accordance with this Agreement.


 






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(x)
Bring-Down Opinions of Company Counsel. The Investor shall have received (a) all Bring Down Opinions from outside
counsel to the Company for which the Company was obligated to instruct its outside counsel to deliver to the Investor prior to the applicable
VWAP Purchase Condition Satisfaction Time for the applicable VWAP Purchase and (b) all Compliance Certificates from the Company that the
Company was obligated to deliver to the Investor prior to the applicable VWAP Purchase Condition Satisfaction Time for the applicable
VWAP Purchase, in each case in accordance with Section 6.15.


 


Article
VIII

TERMINATION


 


Section 8.1.
Automatic Termination. Unless earlier terminated as provided hereunder, this Agreement shall terminate automatically
on the earliest to occur of (i) the first day of the month next following the 24-month anniversary of the Commencement Date, (ii) the
date on which the Investor shall have purchased the Total Commitment worth of Shares pursuant to this Agreement, (iii) the date on which
the Common Stock shall have failed to be listed or quoted on the Trading Market or any Eligible Market, (iv) the thirtieth (30th)
Trading Day next following the date on which, pursuant to or within the meaning of any Bankruptcy Law, the Company commences a voluntary
case or any Person commences a proceeding against the Company, in each case that is not discharged or dismissed prior to such thirtieth
(30th) Trading Day, and (v) the date on which, pursuant to or within the meaning of any Bankruptcy Law, a Custodian is appointed
for the Company or for all or substantially all of its property, or the Company makes a general assignment for the benefit of its creditors.


 


Section 8.2. Other
Termination. Subject to Section 8.3, the Company may terminate this Agreement after the Commencement Date effective upon ten
(10) Trading Days’ prior written notice to the Investor in accordance with Section 10.4; provided, however, that
(i) the Company shall have issued all of the Commitment Shares required to be issued to the Investor pursuant to Section 10.1(ii) of
this Agreement and shall have paid the Document Preparation Fee required to be paid to the Investor or its counsel pursuant to
Section 10.1(i) of this Agreement, in each case prior to such termination, and (ii) prior to issuing any press release, or making
any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel
on the form and substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may be terminated at any
time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided
in such written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon ten
(10) Trading Days’ prior written notice to the Company in accordance with Section 10.4, if: (a) any condition, occurrence,
state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (b) a Fundamental Transaction shall
have occurred; (c) the Initial Registration Statement and any New Registration Statement is not filed by the applicable Filing
Deadline therefor or declared effective by the Commission by the applicable Effectiveness Deadline (as defined in the Registration
Rights Agreement) therefor, or the Company is otherwise in breach or default in any material respect under any of the other
provisions of the Registration Rights Agreement, and, if such failure, breach or default is capable of being cured, such failure,
breach or default is not cured within 10 Trading Days after notice of such failure, breach or default is delivered to the Company
pursuant to Section 10.4; (d) while a Registration Statement, or any post-effective amendment thereto, is required to be maintained
effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the
effectiveness of such Registration Statement, or any post-effective amendment thereto, lapses for any reason (including, without
limitation, the issuance of a stop order by the Commission) or such Registration Statement or any post-effective amendment thereto,
the Prospectus contained therein or any Prospectus Supplement thereto otherwise becomes unavailable to the Investor for the resale
of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such
lapse or unavailability continues for a period of 20 consecutive Trading Days or for more than an aggregate of 60 Trading Days in
any 365-day period, other than due to acts of the Investor; (e) trading in the Common Stock on the Trading Market (or if the Common
Stock is then listed on an Eligible Market, trading in the Common Stock on such Eligible Market) shall have been suspended and such
suspension continues for a period of three (3) consecutive Trading Days; or (f) the Company is in material breach or default of this
Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 Trading Days
after notice of such breach or default is delivered to the Company pursuant to Section 10.4. Unless notification thereof is required
elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company
shall promptly (but in no event later than 24 hours) notify the Investor (and, if required under applicable law, including, without
limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market (or
Eligible Market, as applicable), the Company shall publicly disclose such information in accordance with Regulation FD and the
applicable rules and regulations of the Trading Market (or Eligible Market, as applicable)) upon becoming aware of any of the events
set forth in the immediately preceding sentence.


 






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Section 8.3. Effect
of Termination. In the event of termination by the Company or the Investor (other than by mutual termination) pursuant to
Section 8.2, written notice thereof shall forthwith be given to the other party as provided in Section 10.4 and the transactions
contemplated by this Agreement shall be terminated without further action by either party. If this Agreement is terminated as
provided in Section 8.1 or Section 8.2, this Agreement shall become void and of no further force and effect, except that (i) the
provisions of Article V (Representations, Warranties and Covenants of the Company), Article IX (Indemnification), Article X
(Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such
termination, and, (ii) so long as the Investor owns any Securities, the covenants and agreements of the Company contained in Article
VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of six (6) months following
such termination. Notwithstanding anything in this Agreement to the contrary, no termination of this Agreement by any party shall
(i) become effective prior to the second (2nd) Trading Day immediately following the settlement date related to any
pending VWAP Purchase Notice that has not been fully settled in accordance with the terms and conditions of this Agreement (it being
hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise affect any of
the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending VWAP
Purchase, and that the parties shall fully perform their respective obligations with respect to any such pending VWAP Purchase under
the Transaction Documents), (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights
or obligations under the Registration Rights Agreement, all of which shall survive any such termination, (iii) affect any Commitment
Shares issued or issuable to the Investor pursuant to Section 10.1(ii), all of which Commitment Shares shall be fully earned as of
the Closing Date, regardless of whether the Commencement shall have occurred, whether any VWAP Purchases are made or settled
hereunder or any subsequent termination of this Agreement, or (iv) affect the Document Preparation Fee payable or paid to the
Investor (or its counsel), all of which Document Preparation Fee shall be non-refundable when paid on the Closing Date pursuant to
Section 10.1(i), regardless of whether the Commencement shall have occurred, whether any VWAP Purchases are made or settled
hereunder or any subsequent termination of this Agreement. Nothing in this Section 8.3 shall be deemed to release the Company or the
Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents to which it is
a party, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its
obligations under the Transaction Documents to which it is a party.


 


Article
IX

INDEMNIFICATION


 


Section 9.1. Indemnification
of Investor. In consideration of the Investor’s execution and delivery of this Agreement and acquiring the Securities
hereunder and in addition to all of the Company’s other obligations under the Transaction Documents to which it is a party,
subject to the provisions of this Section 9.1, the Company shall indemnify and hold harmless the Investor, each of its directors,
officers, stockholders, members, partners, employees, representatives, agents and advisors (and any other Persons with a
functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title), each
Person, if any, who controls the Investor (within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange
Act), and the respective directors, officers, stockholders, members, partners, employees, representatives, agents and advisors (and
any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any
other title) of such controlling Persons (each, an “Investor Party”), from and against all losses,
liabilities, obligations, claims, contingencies, damages, costs and expenses (including all judgments, amounts paid in settlement,
court costs, reasonable attorneys’ fees and costs of defense and investigation) (collectively,
“Damages”) that any Investor Party may suffer or incur as a result of or relating to (a) any breach of any
of the representations, warranties, covenants or agreements made by the Company in this Agreement, the Registration Rights Agreement
or in the other Transaction Documents to which it is a party or (b) any action, suit, claim or proceeding (including for these
purposes a derivative action brought on behalf of the Company) instituted against such Investor Party arising out of or resulting
from the execution, delivery, performance or enforcement of the Transaction Documents, other than claims for indemnification within
the scope of Section 6 of the Registration Rights Agreement; provided, however, that (x) the foregoing indemnity shall
not apply to any Damages to the extent, but only to the extent, that such Damages resulted directly and primarily from a breach of
any of the Investor’s representations, warranties, covenants or agreements contained in this Agreement or the Registration
Rights Agreement, and (y) the Company shall not be liable under subsection (b) of this Section 9.1 to the extent, but only to the
extent, that a court of competent jurisdiction shall have determined by a final judgment (from which no further appeals are
available) that such Damages resulted directly and primarily from any acts or failures to act, undertaken or omitted to be taken by
such Investor Party through its fraud, bad faith, gross negligence, or willful or reckless misconduct.


 






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The Company shall reimburse
any Investor Party promptly upon demand (with accompanying presentation of sufficiently detailed documentary evidence) for all legal and
other costs and expenses reasonably incurred by such Investor Party in connection with (i) any action, suit, claim or proceeding, whether
at law or in equity, to enforce compliance by the Company with any provision of the Transaction Documents or (ii) any other any action,
suit, claim or proceeding, whether at law or in equity, with respect to which it is entitled to indemnification under this Section 9.1;
provided that the Investor shall promptly reimburse the Company for all such legal and other costs and expenses to the extent a
court of competent jurisdiction determines that any Investor Party was not entitled to such reimbursement.


 


An Investor Party’s
right to indemnification or other remedies based upon the representations, warranties, covenants and agreements of the Company set forth
in the Transaction Documents shall not in any way be affected by any investigation or knowledge of such Investor Party. Such representations,
warranties, covenants and agreements shall not be affected or deemed waived by reason of the fact that an Investor Party knew or should
have known that any representation or warranty might be inaccurate or that the Company failed to comply with any agreement or covenant.
Any investigation by such Investor Party shall be for its own protection only and shall not affect or impair any right or remedy hereunder.


 


To the extent that the foregoing
undertakings by the Company set forth in this Section 9.1 may be unenforceable for any reason, the Company shall make the maximum contribution
to the payment and satisfaction of each of the Damages which is permissible under applicable law.


 


Section 9.2. Indemnification
Procedures. Promptly after an Investor Party receives notice of a claim or the commencement of an action for which the
Investor Party intends to seek indemnification under Section 9.1, the Investor Party will notify the Company in writing of the claim
or commencement of the action, suit or proceeding; provided, however, that failure to notify the Company will not
relieve the Company from liability under Section 9.1, except to the extent it has been materially prejudiced by the failure to give
notice. The Company will be entitled to participate in the defense of any claim, action, suit or proceeding as to which
indemnification is being sought, and if the Company acknowledges in writing the obligation to indemnify the Investor Party against
whom the claim or action is brought, the Company may (but will not be required to) assume the defense against the claim, action,
suit or proceeding with counsel satisfactory to it. After the Company notifies the Investor Party that the Company wishes to assume
the defense of a claim, action, suit or proceeding, the Company will not be liable for any further legal or other expenses incurred
by the Investor Party in connection with the defense against the claim, action, suit or proceeding except that if, in the opinion of
counsel to the Investor Party, it would be inappropriate under the applicable rules of professional responsibility for the same
counsel to represent both the Company and such Investor Party. In such event, the Company will pay the reasonable fees and expenses
of no more than one separate counsel for all such Investor Parties promptly as such fees and expenses are incurred. Each Investor
Party, as a condition to receiving indemnification as provided in Section 9.1, will cooperate in all reasonable respects with the
Company in the defense of any action or claim as to which indemnification is sought. The Company will not be liable for any
settlement of any action effected without its prior written consent, which consent shall not be unreasonably withheld, delayed or
conditioned. The Company will not, without the prior written consent of the Investor Party, effect any settlement of a pending or
threatened action with respect to which an Investor Party is, or is informed that it may be, made a party and for which it would be
entitled to indemnification, unless the settlement includes an unconditional release of the Investor Party from all liability and
claims which are the subject matter of the pending or threatened action.


 


The remedies provided for
in this Article IX are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Investor Party
at law or in equity.


 






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Article
X

MISCELLANEOUS


 


Section 10.1.
Certain Fees and Expenses; Commitment Shares; Commencement Irrevocable Transfer Agent Instructions.


 


(i)
Certain Fees and Expenses. Each party shall bear its own fees and expenses related to the transactions contemplated
by this Agreement; provided, however, that the Company shall pay, on or prior to the Closing Date, by wire transfer of immediately
available funds to an account designated by the Investor (or to an account designated by the Investor’s counsel) on or prior to
the date of this Agreement, a non-accountable and non-refundable document preparation fee of up to $50,000, exclusive of disbursements
and out-of-pocket expenses (the “Document Preparation Fee”), in connection with the preparation, negotiation,
execution and delivery of the Transaction Documents and legal due diligence of the Company. For the avoidance of doubt, the Document Preparation
Fee shall be non-refundable when paid on or prior to the Closing Date, regardless of whether the Commencement shall have occurred, any
VWAP Purchases are made or settled hereunder or any subsequent termination of this Agreement. The Company shall pay all U.S. federal,
state and local stamp and other similar transfer and other taxes and duties levied in connection with issuance of the Securities pursuant
hereto.


 


(ii) Commitment
Shares. In consideration for the Investor’s execution and delivery of this Agreement, concurrently with the execution
and delivery of this Agreement on the Closing Date, the Company shall deliver irrevocable instructions to its transfer agent to
issue to the Investor, not later than 4:00 p.m. (New York City time) on the Trading Day immediately following the Closing Date, one
or more certificate(s) or book-entry statement(s) representing the Commitment Shares in the name of the Investor or its designee (in
which case such designee name shall have been provided to the Company prior to the Closing Date). Such certificate or book-entry
statement shall be delivered to the Investor by overnight courier at its address set forth in Section 10.4. For the avoidance of
doubt, all of the Commitment Shares shall be fully earned as of the Closing Date regardless of whether the Commencement shall have
occurred, whether any VWAP Purchases are effected by the Company or settled hereunder or any subsequent termination of this
Agreement. Upon issuance pursuant to this Section 10.1(ii), the Commitment Shares shall constitute “restricted
securities” as such term is defined in Rule 144(a)(3) under the Securities Act and, subject to the provisions of subsection
(iv) of this Section 10.1, the certificate or book-entry statement representing the Commitment Shares shall bear the restrictive
legend set forth below in subsection (iii) of this Section 10.1. The Commitment Shares shall constitute Registrable Securities and
shall be included in the Initial Registration Statement and any post-effective amendment thereto, and the Prospectus included
therein, and, if necessary to register the resale thereof by the Investor under the Securities Act, in any New Registration
Statement and any post-effective amendment thereto, and the Prospectus included therein, in each case in accordance with this
Agreement and the Registration Rights Agreement.


 







(iii)
Legends. The certificate(s) or book-entry statement(s) representing the Commitment Shares issued prior to the Effective
Date of the Initial Registration Statement, except as set forth below, shall bear a restrictive legend in substantially the following
form (and stop transfer instructions may be placed against transfer of the Commitment Shares):


 


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


 






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Notwithstanding the foregoing
and for the avoidance of doubt, all Shares to be issued in respect of any VWAP Purchase Notice delivered to the Investor pursuant to this
Agreement shall be issued to the Investor in accordance with Section 3.2 by crediting the Investor’s or its designees’ account
at DTC as DWAC Shares, and the Company shall not take any action or give instructions to any transfer agent of the Company otherwise.


 


(iv) Irrevocable
Transfer Agent Instructions; Notice of Effectiveness. On the earlier of (a) the Commencement Date and (b) such time that the
Investor shall request, provided all conditions of Rule 144 are met, the Company shall, no later than one (1) Trading Day following
the delivery by the Investor to the Company or its transfer agent of one or more legended certificates or book-entry statements
representing the Commitment Shares issued to the Investor pursuant to Section 10.1(ii) (which certificates or book-entry statements
the Investor shall promptly deliver on or prior to the first to occur of the events described in clauses (a) and (b) of this
sentence), cause the Company’s transfer agent to credit the Investor’s or its designee’s account at DTC as DWAC
Shares such number of shares of Common Stock equal to the number of Commitment Shares issued to the Investor pursuant to Section
10.1(ii). The Company shall take all actions to carry out the intent and accomplish the purposes of the immediately preceding
sentence, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to
its transfer agent, and any successor transfer agent of the Company, as may be requested from time to time by the Investor or
necessary or desirable to carry out the intent and accomplish the purposes of the immediately preceding sentence. On the Effective
Date of the Initial Registration Statement and prior to Commencement, the Company shall deliver or cause to be delivered to its
transfer agent (and thereafter, shall deliver or cause to be delivered to any subsequent transfer agent of the Company), (i)
irrevocable instructions executed by the Company and acknowledged in writing by the Company’s transfer agent (the
“Commencement Irrevocable Transfer Agent Instructions”) and (ii) the notice of effectiveness in the form
attached as an exhibit to the Registration Rights Agreement (the “Notice of Effectiveness”) relating to
the Initial Registration Statement executed by the Company’s outside counsel, in each case directing the Company’s
transfer agent to issue to the Investor or its designee all of the Commitment Shares and the Shares included in the Initial
Registration Statement as DWAC Shares in accordance with this Agreement and the Registration Rights Agreement. With respect to any
post-effective amendment to the Initial Registration Statement, any New Registration Statement or any post-effective amendment to
any New Registration Statement, in each case declared effective by the Commission after the Commencement Date, the Company shall
deliver or cause to be delivered to its transfer agent (and thereafter, shall deliver or cause to be delivered to any subsequent
transfer agent of the Company) (i) irrevocable instructions in the form substantially similar to the Commencement Irrevocable
Transfer Agent Instructions executed by the Company and acknowledged in writing by the Company’s transfer agent and (ii) the
Notice of Effectiveness, in each case modified as necessary to refer to such Registration Statement or post-effective amendment and
the Registrable Securities included therein, to issue the Registrable Securities included therein as DWAC Shares in accordance with
the terms of this Agreement and the Registration Rights Agreement. For the avoidance of doubt, all Shares and Commitment Shares to
be issued and delivered from and after Commencement to or for the benefit of the Investor pursuant to this Agreement shall be issued
and delivered to the Investor or its designee only as DWAC Shares. The Company represents and warrants to the Investor that, while
this Agreement is effective, no instruction other than those referred to in this Section 10.1(iv) will be given by the Company to
its transfer agent, or any successor transfer agent of the Company, with respect to the Shares and the Commitment Shares from and
after Commencement, and the Shares and the Commitment Shares covered by the Initial Registration Statement or any post-effective
amendment thereof, or any New Registration Statement or post-effective amendment thereof, as applicable, shall otherwise be freely
transferable on the books and records of the Company and no stop transfer instructions shall be maintained against the transfer
thereof. The Company agrees that if the Company fails to fully comply with the provisions of this Section 10.1(iv) within three (3)
Trading Days after the date on which the Investor has provided the deliverables referred to above that the Investor is required to
provide to the Company or its transfer agent, the Company shall, at the Investor’s written instruction, purchase from the
Investor all shares of Common Stock acquired by the Investor pursuant to this Agreement that contain the restrictive legend referred
to in Section 10.1(iii) hereof (or any similar restrictive legend), or that have any stop transfer orders maintained that prohibit
or impede the transfer thereof in any respect, at the greater of (i) the purchase price paid for such shares of Common Stock (as
applicable) and (ii) the Closing Sale Price of the Common Stock on the date of the Investor’s written instruction.


 






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Section 10.2. 
Specific Enforcement, Consent to Jurisdiction, Waiver of Jury Trial.


 


(i)  The
Company and the Investor acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this
Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that
either party shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement by
the other party and to enforce specifically the terms and provisions hereof (without the necessity of showing economic loss and
without any bond or other security being required), this being in addition to any other remedy to which either party may be entitled
by law or equity.


 


(ii) 
Each of the Company and the Investor (a) hereby irrevocably submits to the jurisdiction of the U.S. District Court and other courts
of the United States sitting in the State of New York for the purposes of any suit, action or proceeding arising out of or relating to
this Agreement, and (b) hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of
the suit, action or proceeding is improper. Each of the Company and the Investor consents to process being served in any such suit, action
or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Agreement and agrees that
such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 10.2 shall affect or
limit any right to serve process in any other manner permitted by law.


 


(iii) 
EACH OF THE COMPANY AND THE INVESTOR HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO
A TRIAL BY JURY IN RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR DISPUTES RELATING HERETO. EACH OF THE COMPANY AND THE INVESTOR (A) CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN TO ENTER INTO THIS AGREEMENT
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.2.


 


Section 10.3. 
Entire Agreement. The Transaction Documents set forth the entire agreement and understanding of the parties with respect
to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings between the parties,
both oral and written, with respect to such matters. There are no promises, undertakings, representations or warranties by either party
relative to subject matter hereof not expressly set forth in the Transaction Documents. The Disclosure Schedule and all exhibits to this
Agreement are hereby incorporated by reference in, and made a part of, this Agreement as if set forth in full herein.


 


Section 10.4. 
Notices. Any notice, demand, request, waiver or other communication required or permitted to be given hereunder shall
be in writing and shall be effective (a) upon hand delivery or electronic mail delivery at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to be received), or the first business day following such
delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second
business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt
of such mailing, whichever shall first occur. The address for such communications shall be:


 






    39


     

    

 


If to the Company:


 


Cinedigm Corp.





237 West 35th Street, Suite 605





New York, NY 10001

Telephone Number: (212) 206-8600





Email: gloffredo@cinedigm.com





Attention: Gary Loffredo, Esq.


 


With a copy (which shall not
constitute notice) to:


 


Kelley Drye & Warren LLP





Three World Trade Center





175 Greenwich Street





New York, NY 10007

Telephone Number: (212) 808-5038





Email: csherman@kelleydrye.com

Attention: Carol Weiss Sherman, Esq.


 


If to the Investor:


 


B. Riley Principal Capital, LLC





11100 Santa Monica Blvd., Suite 800





Los Angeles, CA 90025

Telephone Number: (310) 966-1444





Email: legal@brileyfin.com





Attention: General Counsel


 


With a copy (which shall not
constitute notice) to:


 


Dorsey & Whitney
LLP





51 West 52nd
Street





New York, NY 10019





Telephone Number:
(212) 415-9214





Email: marsico.anthony@dorsey.com





Attention: Anthony J. Marsico, Esq.


 


Either party hereto may from time to time change
its address for notices by giving at least five (5) days’ advance written notice of such changed address to the other party hereto.


 


Section 10.5. 
Waivers. No provision of this Agreement may be waived by the parties from and after the date that is one (1) Trading
Day immediately preceding the date on which the Initial Registration Statement is initially filed with the Commission. Subject to the
immediately preceding sentence, no provision of this Agreement may be waived other than in a written instrument signed by the party against
whom enforcement of such waiver is sought. No failure or delay in the exercise of any power, right or privilege hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercises
thereof or of any other right, power or privilege.


 






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Section 10.6. 
Amendments. No provision of this Agreement may be amended by the parties from and after the date that is one (1) Trading
Day immediately preceding the date on which the Initial Registration Statement is initially filed with the Commission. Subject to the
immediately preceding sentence, no provision of this Agreement may be amended other than by a written instrument signed by both parties
hereto.


 


Section 10.7. 
Headings. The article, section and subsection headings in this Agreement are for convenience only and shall not constitute
a part of this Agreement for any other purpose and shall not be deemed to limit or affect any of the provisions hereof. Unless the context
clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular and plural forms
thereof. The terms “including,” “includes,” “include” and words of like import shall be construed
broadly as if followed by the words “without limitation.” The terms “herein,” “hereunder,” “hereof”
and words of like import refer to this entire Agreement instead of just the provision in which they are found.


 


Section 10.8. 
Construction. The parties agree that each of them and their respective counsel has reviewed and had an opportunity to
revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of the Transaction Documents. In addition, each and every reference
to share prices (including the Threshold Price) and number of shares of Common Stock in any Transaction Document shall, in all cases,
be subject to adjustment for any stock splits, stock combinations, stock dividends, recapitalizations, reorganizations and other similar
transactions that occur on or after the date of this Agreement. Any reference in this Agreement to “Dollars” or “$”
shall mean the lawful currency of the United States of America. Any references to “Section” or “Article” in this
Agreement shall, unless otherwise expressly stated herein, refer to the applicable Section or Article of this Agreement.


 


Section 10.9. 
Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
successors. Neither the Company nor the Investor may assign this Agreement or any of their respective rights or obligations hereunder
to any Person.


 


Section 10.10. No Third
Party Beneficiaries. Except as expressly provided in Article IX, this Agreement is intended only for the benefit of the parties
hereto and their respective successors, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.


 


Section 10.11. Governing
Law. This Agreement shall be governed by and construed in accordance with the internal procedural and substantive laws of the
State of New York, without giving effect to any laws or rules of such state that would cause the application of the laws of any other
jurisdiction.


 


Section 10.12. Survival.
The representations, warranties, covenants and agreements of the Company and the Investor contained in this Agreement shall survive
the execution and delivery hereof until the termination of this Agreement; provided, however, that (i) the provisions
of Article V (Representations, Warranties and Covenants of the Company), Article VIII (Termination), Article IX (Indemnification)
and this Article X (Miscellaneous) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so
long as the Investor owns any Securities, the covenants and agreements of the Company and the Investor contained in Article VI
(Additional Covenants), shall remain in full force and effect notwithstanding such termination for a period of six months following
such termination.


 






    41


     

    

 


Section 10.13. Counterparts.
This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and
shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile
signature or signature delivered by e-mail in a “.pdf” format data file, including any electronic signature complying with
the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com, www.echosign.adobe.com, etc., shall be considered due execution and shall
be binding upon the signatory thereto with the same force and effect as if the signature were an original signature.


 


Section 10.14. Publicity.
The Company shall afford the Investor and its counsel with a reasonable opportunity to review and comment upon, shall consult with the
Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its
counsel on, any press release, Commission filing or any other public disclosure made by or on behalf of the Company relating to the Investor,
its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated thereby, prior to the issuance, filing
or public disclosure thereof. For the avoidance of doubt, the Company shall not be required to submit for review any such disclosure (i)
contained in periodic reports filed with the Commission under the Exchange Act if it shall have previously provided the same disclosure
to the Investor or its counsel for review in connection with a previous filing or (ii) any Prospectus Supplement if it contains disclosure
that does not reference the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated
thereby. The Company agrees and acknowledges that its failure to comply with this provision in all material respects constitutes a Material
Adverse Effect for purposes of Section 7.2(xi).


 


Section 10.15. Severability.
The provisions of this Agreement are severable and, in the event that any court of competent jurisdiction shall determine that any one
or more of the provisions or part of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision
of this Agreement, and this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision, or part
of such provision, had never been contained herein, so that such provisions would be valid, legal and enforceable to the maximum extent
possible.


 


Section 10.16. Further
Assurances. From and after the Closing Date, upon the request of the Investor or the Company, each of the Company and the Investor
shall execute and deliver such instrument, documents and other writings as may be reasonably necessary or desirable to confirm and carry
out and to effectuate fully the intent and purposes of this Agreement.


 


[Signature Pages Follow]


 






    42


     

    

 


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








 


	 	CINEDIGM CORP.:
	 	 
	 	By:	/s/ Gary S. Loffredo

	 	Name: 	Gary Loffredo

	 	Title:	President, Chief Operating Officer, 

General Counsel and Secretary
	 	 	 
	 	B. RILEY PRINCIPAL CAPITAL, LLC:
	 	 
	 	By:	/s/ Daniel Shribman
	 	Name:	Daniel Shribman
	 	Title:	President




 






    


     

    

 


ANNEX I TO THE

COMMON STOCK PURCHASE AGREEMENT

DEFINITIONS


 


“Accountant”
shall have the meaning assigned to such term in Section 5.6(d).


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control
with a Person, as such terms are used in and construed under Rule 144.


 


“Aggregate Limit”
shall have the meaning assigned to such term in Section 2.1.


 


“Agreement”
shall have the meaning assigned to such term in the preamble of this Agreement.


 


“Average Price”
means a price per Share (rounded to the nearest tenth of a cent) equal to the quotient obtained by dividing (i) the aggregate gross purchase
price paid by the Investor for all Shares purchased pursuant to this Agreement, by (ii) the aggregate number of Shares issued pursuant
to this Agreement.


 


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


 


“Base Price”
means a price per Share equal to the sum of (i) the Minimum Price and (ii) $0.0149 (subject to adjustment for any reorganization, recapitalization,
non-cash dividend, stock split, reverse stock split or other similar transaction that occurs on or after the date of this Agreement).


 


“Beneficial Ownership
Limitation” shall have the meaning assigned to such term in Section 3.4.


 


“Bloomberg”
means Bloomberg, L.P.


 


“Bring Down Opinion”
shall have the meaning assigned to such term in Section 6.15.


 


“Broker-Dealer”
shall have the meaning assigned to such term in Section 6.13.


 


“Bylaws”
shall have the meaning assigned to such term in Section 5.3.


 


“Charter”
shall have the meaning assigned to such term in Section 5.3.


 


“Closing”
shall have the meaning assigned to such term in Section 2.2.


 


“Closing Date”
means the date of this Agreement.


 


“Closing Sale
Price” means, for the Common Stock as of any date, the last closing trade price for the Common Stock on the Trading Market,
as reported by Bloomberg, or, if the Trading Market begins to operate on an extended hours basis and does not designate the closing trade
price for the Common Stock, then the last trade price for the Common Stock prior to 4:00 p.m., New


 






    I-1


     

    

 


York City time, as reported by Bloomberg. All
such determinations shall be appropriately adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other
similar transactions during such period.


 


“Code”
shall have the meaning assigned to such term in Section 5.24.


 


“Commencement”
shall have the meaning assigned to such term in Section 3.1.


 


“Commencement
Date” shall have the meaning assigned to such term in Section 3.1.


 


“Commencement
Irrevocable Transfer Agent Instructions” shall have the meaning assigned to such term in Section 10.1(iv).


 


“Commission”
means the U.S. Securities and Exchange Commission or any successor entity.


 


“Commission Documents”
shall mean (1) all reports, schedules, registrations, forms, statements, information and other documents filed with or furnished to the
Commission by the Company pursuant to the reporting requirements of the Exchange Act, including all material filed with or furnished to
the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, since March 31, 2021, including, without limitation,
the Annual Report on Form 10-K filed by the Company for its fiscal year ended March 31, 2021 (the “2021 Form 10-K”),
and which hereafter shall be filed with or furnished to the Commission by the Company, including, without limitation, the Current Report,
(2) each Registration Statement, as the same may be amended from time to time, the Prospectus contained therein and each Prospectus Supplement
thereto and (3) all information contained in such filings and all documents and disclosures that have been and heretofore shall be incorporated
by reference therein.


 


“Commitment Shares”
means 210,084 shares of duly authorized, validly issued, fully paid and non-assessable shares of Common Stock which, concurrently with
the execution and delivery of this Agreement on the Closing Date, the Company has caused its transfer agent to issue and deliver to the
Investor not later than 4:00 p.m. (New York City time) on the Trading Day immediately following the Closing Date.


 


“Common Stock”
shall have the meaning assigned to such term in the recitals of this Agreement.


 


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


 


“Company”
shall have the meaning assigned to such term in the preamble of this Agreement.


 


“Compliance Certificate”
shall have the meaning assigned to such term in Section 7.2(ii).


 






    I-2


     

    

 


“Current Report”
shall have the meaning assigned to such term in Section 2.3.





 


“Cover Price”
shall have the meaning assigned to such term in Section 3.2.


 


“Custodian”
shall mean any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.


 


“Damages”
shall have the meaning assigned to such term in Section 9.1.


 


“Disclosure Schedule”
shall have the meaning assigned to such term in the preamble to Article V.


 


“Disqualification
Event” shall have the meaning assigned to such term in Section 5.40.


 


“Document Preparation
Fee” shall have the meaning assigned to such term in Section 10.1(i).


 


“DTC”
means The Depository Trust Company, a subsidiary of The Depository Trust & Clearing Corporation, or any successor thereto.


 


“DWAC”
shall have the meaning assigned to such term in Section 5.33.


 


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


 


“EDGAR”
means the Commission’s Electronic Data Gathering, Analysis and Retrieval System.


 


“Effective Date”
means, with respect to the Initial Registration Statement filed pursuant to Section 2(a) of the Registration Rights Agreement (or any
post-effective amendment thereto) or any New Registration Statement filed pursuant to Section 2(c) of the Registration Rights Agreement
(or any post-effective amendment thereto), as applicable, the date on which the Initial Registration Statement (or any post-effective
amendment thereto) or any New Registration Statement (or any post-effective amendment thereto) is declared effective by the Commission.


 


“Effectiveness
Deadline” shall have the meaning assigned to such term in the Registration Rights Agreement.


 


“Eligible Market”
means The Nasdaq Capital Market, The Nasdaq Global Select Market, the New York Stock Exchange or the NYSE American (or any nationally
recognized successor to any of the foregoing).


 


“Environmental
Laws” shall have the meaning assigned to such term in Section 5.18 hereof.


 






    I-3


     

    

 


“ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as amended.


 


“Evaluation Date”
shall have the meaning assigned to such term in Section 5.6(c).


 


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


 


“Exchange Cap”
shall have the meaning assigned to such term in Section 3.3(a)(i) hereof.


 


“Exempt Issuance”
means the issuance of (a) Common Stock, options or other equity incentive awards to employees, officers, directors or vendors of the Company
pursuant to any equity incentive plan duly adopted for such purpose, by the Company’s Board of Directors or a majority of the members
of a committee of the Board of Directors established for such purpose, (b) (1) any Shares issued to the Investor pursuant to this Agreement,
(2) any securities issued upon the exercise or exchange of or conversion of any shares of Common Stock or Common Stock Equivalents held
by the Investor at any time, or (3) any securities issued upon the exercise or exchange of or conversion of any Common Stock Equivalents
issued and outstanding on the date of this Agreement, or in payment of dividends on the Company’s Series A Preferred Stock issued
and outstanding on the date of this Agreement, provided that such securities referred to in this clause (3) have not been amended since
the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price
of such securities, (c) securities issued pursuant to acquisitions, divestitures, licenses, partnerships, collaborations or strategic
transactions approved by the Company’s Board of Directors or a majority of the members of a committee of directors established for
such purpose, which acquisitions, divestitures, licenses, partnerships, collaborations or strategic transactions can have a Variable Rate
Transaction component, provided that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself
or through its subsidiaries, an operating company or an asset in a business synergistic with the business of the Company and shall provide
to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is
issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, (d)
Common Stock issued by the Company to the Investor or an Affiliate of the Investor in connection with any “equity line of credit”
or other continuous offering or similar offering of Common Stock pursuant to a written agreement between the Company and the Investor
or an Affiliate of the Investor, whereby the Company may sell Common Stock to the Investor or an Affiliate of the Investor at a future
determined price, or (e) Common Stock issued by the Company by any method deemed to be an “at the market offering” as defined
in Rule 415(a)(4) under the Securities Act, exclusively to or through B. Riley Securities, Inc., pursuant to one or more written agreements
between the Company and B. Riley Securities, Inc.


 


“FCPA”
shall have the meaning assigned to such term in Section 5.35.


 


“Filing Deadline”
shall have the meaning assigned to such term in the Registration Rights Agreement.


 


“FINRA”
means the Financial Industry Regulatory Authority.


 


“Fundamental
Transaction” means that (i) the Company shall, directly or indirectly, in one or more related transactions, (1)
consolidate or merge with or into (whether or not the Company is the surviving corporation) another Person, with the result that the
holders of the Company’s capital stock immediately prior to such consolidation or merger together beneficially own less than
50% of the outstanding voting power of the surviving or resulting corporation, or (2) sell, lease, license, assign, transfer, convey
or otherwise dispose of all or substantially all of the properties or assets of the Company to another Person, or (3) take action to
facilitate a purchase, tender or exchange offer by another Person that is accepted by the holders of more than 50% of the
outstanding shares of Common Stock (excluding any shares of Common Stock held by the Person or Persons making or party to, or
associated or affiliated with the Persons making or party to, such purchase, tender or exchange offer), or (4) consummate a stock or
share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off
or scheme of arrangement) with another Person whereby such other Person acquires more than 50% of the outstanding shares of Common
Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or
affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination), or (5)
reorganize, recapitalize or reclassify its Common Stock, or (ii) any “person” or “group” (as these terms are
used for purposes of Sections 13(d) and 14(d) of the Exchange Act) is or shall become the “beneficial owner” (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued
and outstanding Common Stock.


 






    I-4


     

    

 


“GAAP”
shall have the meaning assigned to such term in Section 5.6(b).


 


“Indebtedness”
shall have the meaning assigned to such term in Section 5.11.


 


“Initial Registration
Statement” shall have the meaning assigned to such term in the Registration Rights Agreement.


 


“Intellectual
Property” shall have the meaning assigned to such term in Section 5.17(b).


 


“Investment Period”
means the period commencing on the Commencement Date and expiring on the date this Agreement is subsequently terminated pursuant to Article
VIII.


 


“Investor”
shall have the meaning assigned to such term in the preamble of this Agreement.


 


“Investor Party”
shall have the meaning assigned to such term in Section 9.1.


 


“Issuer Covered
Person” shall have the meaning assigned to such term in Section 5.40.


 


“IT Systems and
Data” shall have the meaning assigned to such term in Section 5.39.


 


“Knowledge”
means the actual knowledge of any of the Company’s Chief Executive Officer, the Company’s Chief Financial Officer or the Company’s
Chief Operating Officer, after reasonable inquiry of all officers, directors and employees of the Company and its Subsidiaries under such
Person’s direct supervision who would reasonably be expected to have knowledge or information with respect to the matter in question.


 


“Material
Adverse Effect” means (i) any condition, occurrence, state of facts or event having, or insofar as reasonably can be
foreseen would likely have, any material adverse effect on the legality, validity or enforceability of any of the Transaction
Documents or the transactions contemplated thereby, (ii) any condition, occurrence, state of facts or event having, or insofar as
reasonably can be foreseen would likely have, any effect on the business, operations, properties or financial condition of the
Company that is material and adverse to the Company and its Subsidiaries, taken as a whole, and/or (iii) any condition, occurrence,
state of facts or event that would, or insofar as reasonably can be foreseen would likely, prohibit or otherwise materially
interfere with or delay the ability of the Company to perform any of its obligations under any of the Transaction Documents to which
it is a party; provided, however, that no facts, circumstances, changes or effects exclusively and directly resulting
from, relating to or arising out of the following, individually or in the aggregate, shall be taken into account in determining
whether a Material Adverse Effect has occurred or insofar as reasonably can be foreseen would likely occur: (a) changes in
conditions in the U.S. or global capital, credit or financial markets generally, including changes in the availability of capital or
currency exchange rates, provided such changes shall not have affected the Company in a materially disproportionate manner as
compared to other similarly situated companies; (b) changes generally affecting the industries in which the Company and its
Subsidiaries operate, provided such changes shall not have affected the Company and its Subsidiaries, taken as a whole, in a
materially disproportionate manner as compared to other similarly situated companies; (c) any effect of the announcement of, or
the consummation of the transactions contemplated by, this Agreement and the Registration Rights Agreement on the Company’s
relationships, contractual or otherwise, with customers, suppliers, vendors, bank lenders, strategic venture partners or employees;
(d) changes arising in connection with earthquakes, hostilities, acts of war, sabotage or terrorism or military actions or any
escalation or material worsening of any such hostilities, acts of war, sabotage or terrorism or military actions existing as of the
date hereof; (e) any action taken by the Investor, its Affiliates or its or their successors and assigns with respect to the
transactions contemplated by this Agreement; and (f) the effect of any changes in applicable laws or accounting rules, provided such
changes shall not have affected the Company in a materially disproportionate manner as compared to other similarly situated
companies.


 






    I-5


     

    

 


“Material Subsidiaries”
means each of Cinedigm Entertainment Holdings, LLC, Cinedigm DC Holdings, LLC, Access Digital Cinema Phase 2, Corp. and Cinedigm OTT Holdings,
LLC.


 


“Minimum Price”
means $2.38, representing the Nasdaq official closing price of the Common Stock on the Trading Market (as reflected on Nasdaq.com) on
the Trading Day immediately preceding the date of this Agreement (subject to adjustment for any reorganization, recapitalization, non-cash
dividend, stock split, reverse stock split or other similar transaction that occurs on or after the date of this Agreement).


 


“Money Laundering
Laws” shall have the meaning assigned to such term in Section 5.36.


 


“New Registration
Statement” shall have the meaning assigned to such term in the Registration Rights Agreement.


 


“Notice of Effectiveness”
shall have the meaning assigned to such term in Section 10.1(iv).


 






    I-6


     

    

 


“PEA Period”
means the period commencing at 9:30 a.m., New York City time, on the fifth (5th) Trading Day immediately prior to the filing
of any post-effective amendment to the Initial Registration Statement or any New Registration Statement, and ending at 9:30 a.m., New
York City time, on the Trading Day immediately following, the Effective Date of such post-effective amendment.


 


“Permits”
shall have the meaning assigned to such term in Section 5.17(a).


 


“Person”
means any person or entity, whether a natural person, trustee, corporation, partnership, limited partnership, limited liability company,
trust, unincorporated organization, business association, firm, joint venture, governmental agency or authority.


 


“Plan”
shall have the meaning assigned to such term in Section 5.24.


 


“Prospectus”
shall have the meaning assigned to such term in the Registration Rights Agreement.


 


“Prospectus Supplement”
shall have the meaning assigned to such term in the Registration Rights Agreement.


 


“Registrable Securities”
shall have the meaning assigned to such term in the Registration Rights Agreement.


 


“Registration
Rights Agreement” shall have the meaning assigned to such term in the recitals hereof.


 


“Registration
Statement” shall have the meaning assigned to such term in the Registration Rights Agreement.


 


“Regulation D”
shall have the meaning assigned to such term in the recitals of this Agreement.


 


“Restricted Period”
shall have the meaning assigned to such term in Section 6.9(i).


 


“Restricted Person”
shall have the meaning assigned to such term in Section 6.9(i).


 


“Restricted Persons”
shall have the meaning assigned to such term in Section 6.9(i).


 


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


 


“Sanctions”
shall have the meaning assigned to such term in Section 5.37.


 


“Sarbanes-Oxley
Act” shall have the meaning assigned to such term in Section 5.6(d).


 


“Section 4(a)(2)”
shall have the meaning assigned to such term in the recitals of this Agreement.


 






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“Securities”
means, collectively, the Shares and the Commitment Shares.


 


“Securities Act”
shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder.


 


“Shares”
shall mean the shares of Common Stock that are and/or may be purchased by the Investor under this Agreement pursuant to one or more VWAP
Purchase Notices, but not including the Commitment Shares.


 


“Short Sales”
shall mean “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act.


 


“Subsidiary”
shall mean any corporation or other entity of which at least a majority of the securities or other ownership interest having ordinary
voting power for the election of directors or other persons performing similar functions are at the time owned directly or indirectly
by the Company and/or any of its other Subsidiaries.


 


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


 


“Total Commitment”
shall have the meaning assigned to such term in Section 2.1.


 


“Trading Day”
shall mean any day on which the Trading Market or, if the Common Stock is then listed on an Eligible Market, such Eligible Market is open
for “regular” trading, including any day on which the Trading Market (or such Eligible Market, as applicable) is open for
“regular” trading for a period of time less than the customary “regular” trading period.


 


“Trading Market”
means The Nasdaq Global Market (or any nationally recognized successor thereto).


 


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


 


“Variable
Rate Transaction” means a transaction in which the Company (i) issues or sells any equity or debt securities that are
convertible into, exchangeable or exercisable for, or include the right to receive additional shares of Common Stock or Common Stock
Equivalents either (A) at a conversion price, exercise price, exchange rate or other price that is based upon and/or varies with the
trading prices of or quotations for the Common Stock at any time after the initial issuance of such equity or debt securities, or
(B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of
such equity or debt security or upon the occurrence of specified or contingent events directly or indirectly related to the business
of the Company or the market for the Common Stock (including, without limitation, any “full ratchet” or “weighted
average” anti-dilution provisions, but not including any standard anti-dilution protection for any reorganization,
recapitalization, non-cash dividend, stock split or other similar transaction), (ii) issues or sells any equity or debt securities,
including without limitation, Common Stock or Common Stock Equivalents, either (A) at a price that is subject to being reset at some
future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events
directly or indirectly related to the business of the Company or the market for the Common Stock (other than standard anti-dilution
protection for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction), or (B) that are
subject to or contain any put, call, redemption, buy-back, price-reset or other similar provision or mechanism (including, without
limitation, a “Black-Scholes” put or call right, other than in connection with a “fundamental transaction”)
that provides for the issuance of additional equity securities of the Company or the payment of cash by the Company, or (iii) enters
into any agreement, including, but not limited to, an “equity line of credit” or “at the market offering” or
other continuous offering or similar offering of Common Stock or Common Stock Equivalents, whereby the Company may sell Common Stock
or Common Stock Equivalents at a future determined price.


 






    I-8


     

    

 


“VWAP”
means, for the Common Stock for a specified period, the dollar volume-weighted average price for the Common Stock on the Trading Market
(or, if the Common Stock is then listed on an Eligible Market, on such Eligible Market), for such period, as reported by Bloomberg through
its “AQR” function. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination,
recapitalization or other similar transaction during such period.


 


“VWAP Purchase”
shall have the meaning assigned to such term in Section 3.1.


 


“VWAP Purchase
Condition Satisfaction Time” shall have the meaning assigned to such term in Section 7.3.


 


“VWAP Purchase
Confirmation” shall have the meaning assigned to such term in Section 3.1.


 


“VWAP Purchase
Commencement Time” means, with respect to a VWAP Purchase made pursuant to Section 3.1, 9:30:01 a.m., New York City time,
on the applicable VWAP Purchase Date, or such later time on such VWAP Purchase Date publicly announced by the Trading Market (or, if the
Common Stock is then listed on an Eligible Market, by such Eligible Market) as the official open (or commencement) of “regular”
trading on the Trading Market (or such Eligible Market, as applicable) on such VWAP Purchase Date.


 


“VWAP Purchase
Date” means, with respect to a VWAP Purchase made pursuant to Section 3.1, the Trading Day on which the Investor receives,
after 6:00 a.m., New York City time, but prior to 9:00 a.m., New York City time, on such Trading Day, a valid VWAP Purchase Notice for
such VWAP Purchase in accordance with this Agreement.


 


“VWAP
Purchase Maximum Amount” means, with respect to a VWAP Purchase made pursuant to Section 3.1, a number of Shares equal
to the lesser of (i) such number of shares of Common Stock which, when aggregated with all other shares of Common Stock then
beneficially owned by the Investor and its Affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3
promulgated thereunder), would cause the Investor’s beneficial ownership of Common Stock to equal, or approximate as closely
as possible without exceeding, the Beneficial Ownership Limitation and (ii) such number of shares of Common Stock equal to the
product of (A) the VWAP Purchase Share Percentage, multiplied by (B) the total number (or volume) of shares of Common Stock traded
on the Trading Market (or, if the Common Stock is then listed on an Eligible Market, on such Eligible Market) during the applicable
VWAP Purchase Period on the applicable VWAP Purchase Date for such VWAP Purchase.


 






    I-9


     

    

 


“VWAP Purchase
Notice” means, with respect to a VWAP Purchase made pursuant to Section 3.1, an irrevocable written notice timely delivered
by the Company to the Investor on a VWAP Purchase Date directing the Investor to purchase a VWAP Purchase Share Amount (such specified
VWAP Purchase Share Amount subject to adjustment as set forth in Section 3.1 as necessary to give effect to the VWAP Purchase Maximum
Amount), at the applicable VWAP Purchase Price therefor on the applicable VWAP Purchase Date for such VWAP Purchase in accordance with
this Agreement.


 


“VWAP Purchase
Period” means, with respect to a VWAP Purchase made pursuant to Section 3.1, the period on the applicable VWAP Purchase
Date for such VWAP Purchase beginning at the applicable VWAP Purchase Commencement Time and ending at the applicable VWAP Purchase Termination
Time.


 


“VWAP Purchase
Price” means, with respect to a VWAP Purchase made pursuant to Section 3.1, the purchase price per Share to be purchased
by the Investor in such VWAP Purchase equal to ninety-five percent (95.0%) of the VWAP of the Common Stock for the applicable VWAP Purchase
Period on the applicable VWAP Purchase Date for such VWAP Purchase (to be appropriately adjusted for any reorganization, recapitalization,
non-cash dividend, stock split, reverse stock split or other similar transaction).


 


“VWAP Purchase
Share Amount” means, with respect to a VWAP Purchase made pursuant to Section 3.1, the number of Shares to be purchased
by the Investor in such VWAP Purchase as specified by the Company in the applicable VWAP Purchase Notice, which number of Shares shall
not exceed the applicable VWAP Purchase Maximum Amount.


 


“VWAP Purchase
Share Delivery Date” shall have the meaning assigned to such term in Section 3.2.


 


“VWAP Purchase
Share Percentage” means, with respect to a VWAP Purchase made pursuant to Section 3.1, thirty percent (30%).


 


“VWAP Purchase
Termination Time” means, with respect to a VWAP Purchase made pursuant to Section 3.1, 4:00 p.m., New York City time, on
the applicable VWAP Purchase Date, or such earlier time publicly announced by the Trading Market (or, if the Common Stock is then listed
on an Eligible Market, by such Eligible Market) as the official close of “regular” trading on the Trading Market (or such
Eligible Market, as applicable) on such applicable VWAP Purchase Date.


 






    I-10


     

    

 


EXHIBIT A TO THE

COMMON STOCK PURCHASE AGREEMENT






 


[TO BE FURNISHED SEPARATELY]


 






    A-1


     

    

 


EXHIBIT B TO THE

COMMON STOCK PURCHASE AGREEMENT

CERTiFICATE OF THE COMPANY


 


CLOSING CERTIFICATE


 


[●], 2021


 


The undersigned, the [●]
of Cinedigm Corp., a Delaware corporation (the “Company”), delivers this certificate in connection with the
Common Stock Purchase Agreement, dated as of October 12, 2021 (the “Agreement”), by and between the Company
and B. Riley Principal Capital, LLC, a Delaware limited liability company (the “Investor”), and hereby certifies
on the date hereof that (capitalized terms used herein without definition have the meanings assigned to them in the Agreement):


 


1. Attached
hereto as Exhibit A is a true, complete and correct copy of the Certificate of Incorporation of the Company, as amended through
the date hereof, as filed with the Secretary of State of the State of Delaware. The Certificate of Incorporation of the Company has not
been further amended or restated, and no document with respect to any amendment to the Certificate of Incorporation of the Company has
been filed in the office of the Secretary of State of the State of Delaware since the date shown on the face of the state certification
relating to the Company’s Certificate of Incorporation, which is in full force and effect on the date hereof, and no action has
been taken by the Company in contemplation of any such amendment or the dissolution, merger or consolidation of the Company.


 


2. Attached
hereto as Exhibit B is a true and complete copy of the Bylaws of the Company, as amended and restated through, and as in full force
and effect on, the date hereof, and no proposal for any amendment, repeal or other modification to the Bylaws of the Company has been
taken or is currently pending before the Board of Directors or stockholders of the Company.


 


3. The
Board of Directors of the Company has approved the transactions contemplated by the Transaction Documents; said approval has not been
amended, rescinded or modified and remains in full force and effect as of the date hereof. Attached hereto as Exhibit C are true,
correct and complete copies of the resolutions duly adopted by the Board of Directors of the Company on [●], 2021.


 


4. Each
person who, as an officer of the Company, or as attorney-in-fact of an officer of the Company, signed the Transaction Documents to which
the Company is a party, was duly elected, qualified and acting as such officer or duly appointed and acting as such attorney-in-fact,
and the signature of each such person appearing on any such document is his genuine signature.


 


IN WITNESS WHEREOF,
I have signed my name as of the date first above written.


 


	 	
		Name:
		Title:



 






    B-1


     

    




 


EXHIBIT C TO THE

COMMON STOCK PURCHASE AGREEMENT

COMPLIANCE CERTIFICATE


 


[______ _, 20__]


 


The undersigned, the [●]
of Cinedigm Corp., a Delaware corporation (the “Company”), delivers this certificate in connection with the
Common Stock Purchase Agreement, dated as of October 12, 2021 (the “Agreement”), by and between the Company
and B. Riley Principal Capital, LLC, a Delaware limited liability company (the “Investor”), and hereby certifies
on the date hereof that, to the best of his knowledge after reasonable investigation, on behalf of the Company (capitalized terms used
herein without definition have the meanings assigned to them in the Agreement):


 


1. The
undersigned is the duly appointed [●] of the Company.


 


2. Except
as set forth in the attached Disclosure Schedule, the representations and warranties of the Company set forth in Article V of the Agreement
(i) that are not qualified by “materiality” or “Material Adverse Effect” are true and correct in all material
respects as of [the Commencement Date] [the date hereof] with the same force and effect as if made on [the Commencement Date] [the date
hereof], except to the extent such representations and warranties are as of another date, in which case, such representations and warranties
are true and correct in all material respects as of such other date and (ii) that are qualified by “materiality” or “Material
Adverse Effect” are true and correct as of [the Commencement Date] [the date hereof] with the same force and effect as if made on
[the Commencement Date] [the date hereof], except to the extent such representations and warranties are as of another date, in which case,
such representations and warranties are true and correct as of such other date.


 


3. The
Company has performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by the Agreement
and the Registration Rights Agreement to be performed, satisfied or complied with by the Company [at or prior to Commencement][on or prior
to the date hereof].


 


4. The
Shares issuable in respect of each VWAP Purchase Notice effected pursuant to the Agreement shall be delivered to the Investor electronically
as DWAC Shares, and shall be freely tradable and transferable and without restriction on resale and without any stop transfer instructions
maintained against such Shares. In accordance with Section 10.1(iv) of the Agreement, the Commitment Shares have been delivered to the
Investor electronically as DWAC Shares, and the Commitment Shares are freely tradable and transferable and without restriction on resale
and without any stop transfer instructions maintained against the Commitment Shares.


 


5. As
of [the Commencement Date][the date hereof], the Company does not possess any material non-public information.


 


6. As
of [the Commencement Date][the date hereof], the Company has reserved out of its authorized and unissued Common Stock, [●] shares
of Common Stock solely for the purpose of effecting VWAP Purchases under the Agreement.


 


7. No
stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus under the Securities Act has been issued
and no proceedings for such purpose or pursuant to Section 8A of the Securities Act are pending before or, to the Knowledge of the Company,
threatened by the Commission.


 






    C-1


     

    

 


The undersigned has executed
this Certificate this [●] day of [●], 202[●].


 


	 	By:	
	 	Name: 	 
	 	Title:	 








 






    C-2


     

    



DISCLOSURE SCHEDULE

RELATING TO THE COMMON STOCK

PURCHASE AGREEMENT, DATED AS OF October 12, 2021

BETWEEN CINEDIGM CORP. AND B. Riley Principal Capital, LLC


 


This disclosure schedule is
made and given pursuant to Article V of the Common Stock Purchase Agreement, dated as of October 12, 2021 (the “Agreement”),
by and between Cinedigm Corp., a Delaware corporation (the “Company”), and B. Riley Principal Capital, LLC,
a Delaware limited liability company. Unless the context otherwise requires, all capitalized terms are used herein as defined in the Agreement.
The numbers below correspond to the section numbers of representations and warranties in the Agreement most directly modified by the below
exceptions.


 






    C-3


     

    

 


Disclosure Schedule





Section 5.3





Capitalization


 


		1.	Pursuant to an Asset Purchase Agreement, dated September 17, 2021, by and among the Company, Bloody Disgusting
Acquisition, LLC and Bloody Disgusting, LLC (the “APA”), the Company is required to file a registration statement within
90 days of September 17, 2021 registering forty percent of the shares of Common Stock constituting the stock closing purchase price under
the APA.



 


		2.	Pursuant to a Stock Purchase Agreement (“SPA”), dated as of May 12, 2021, by and between the
Company and Samrat Ganguly, the Company is required to include the resale of the purchase price stock under the SPA in any registration
statement (that the Company may file and is expected to be effective within 6 months of May 12, 2021) that includes the resale of securities
by other company stockholders.



 






    C-4


     

    

 


Disclosure Schedule 





Section 5.6





Commission Documents


 


		1.	Annual Report on Form 10-K for the fiscal year ended March 31, 2021 filed on July 30, 2021.



 


		2.	Quarterly Report on Form 10-Q for fiscal quarter ended June 30, 2021 filed on September 9, 2021.



 




    


     

    


 





Disclosure Schedule 


Commission Documents


Section 5.7


Subsidiaries





 


		1.	Bloody Disgusting Acquisition, LLC, a Delaware limited liability company.