Exhibit 10.1


 


AMENDED
AND RESTATED SECURITIES PURCHASE AGREEMENT


 


This
Amended and Restated Securities Purchase Agreement (this “Agreement”) is dated as of October 1, 2021, between
Digital Brands Group, Inc. a Delaware corporation (the “Company”), Oasis Capital, LLC (“Oasis”) and FirstFire
Global Opportunities Fund, LLC (“FirstFire” and together with Oasis, individually each a “Purchaser” and collectively
the “Purchasers”).


 


WHEREAS, subject to the terms
and conditions set forth in this Agreement and pursuant to an exemption from the registration requirements of Section 5 of the Securities
Act contained in Section 4(a)(2) thereof and/or Rule 506(b) thereunder, the Company desires to issue and sell to the
Purchasers, and the Purchasers desire to purchase from the Company, securities of the Company as more fully described in this Agreement.


 


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


 


ARTICLE I.


DEFINITIONS


 


1.1           Definitions.
For the purposes of this Agreement, the following words and phrases have the meanings set forth in this Section 1.1:


 


“Acquiring Person”
shall have the meaning ascribed to such term in Section 4.5.


 


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


 


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


 


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


 


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


 


“Closing Date”
means, as applicable, the Initial Closing Date or any Subsequent Closing Date.


 


“Closing Price”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed
or quoted on a Trading Market, the closing price of the Common Stock for such date (or the nearest preceding date) on the Trading Market
on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York
City time) to 4:02 p.m. (New York City time)) (or a similar organization or agency succeeding to its functions of reporting prices),
or (b) in all other cases, the fair market value of a share of Common Stock as determined by the Board of Directors of the Company.


 


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


 


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


 






    1 


     


    

  


“Conversion Price”
shall have the meaning ascribed to it in the Note.


 


“Disqualification Event”
shall have the meaning ascribed to such term in Section 3.1(jj).


 


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


 


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


 


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


 


“Exempt Issuance”
means the issuance of (a) shares of Common Stock (ordinary shares) or options to employees, officers or directors of the Company,
pursuant to any stock or option plan duly adopted for such purpose by the Board of Directors, (b) securities issuable pursuant to
existing agreements, exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of
this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities
or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock dividends,
stock splits or combinations) or to extend the term of such securities, (c) securities issued pursuant to acquisitions or strategic
transactions approved by a majority of the directors of the Company, 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 owner of an asset in a business
synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds,
but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity
whose primary business is investing in securities, or (d) securities issued for bonafide services provided to the Company not for
the purpose of raising capital or to an entity whose primary business is investing in securities.


 


“FCPA” means the
Foreign Corrupt Practices Act of 1977.


 


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


 


“Governmental Authority”
means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government
or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority
(to the extent that the rules, regulations or orders of such organization or authority have the force of Laws), or any arbitrator, court
or tribunal of competent jurisdiction.


 


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


 


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


 


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


 






    2 


     


    

 


“Intellectual
Property” means all of the following in any jurisdiction throughout the world: (a) all inventions (whether patentable
or unpatentable and whether or not reduced to practice), all improvements thereto, and all U.S. and foreign patents, patent applications,
and patent disclosures, together with all reissuances, continuations, continuations-in-part, revisions, extensions, and reexaminations
thereof, (b) all trademarks, service marks, brand names, certification marks, trade dress, logos, trade names, domain names, assumed
names and corporate names, together with all colorable imitations thereof, and including all goodwill associated therewith, and all applications,
registrations, and renewals in connection therewith, (c) all copyrights, and all applications, registrations, and renewals in connection
therewith, (d) all trade secrets under applicable state laws and the common law and know-how (including formulas, techniques, technical
data, designs, drawings, specifications, customer and supplier lists, pricing and cost information, and business and marketing plans and
proposals), (e) all computer software (including source code, object code, diagrams, data and related documentation), and (f) all
copies and tangible embodiments of the foregoing (in whatever form or medium).


 


“Issuer Covered Person”
shall have the meaning ascribed to such term in Section 3.1(jj).


 


“Laws” means any
U.S. federal, state, local, foreign or other laws, rules regulations, guidelines, orders, injunctions, building and other codes,
ordinances, permits, licenses, authorizations, judgements, decrees of federal, state, local, foreign or other authorities, and all orders,
writs, decrees and consents of any governmental or political subdivision or agency thereof, or any court of similar tribunal established
by any such governmental or political subdivision or agency thereof.


 


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


 


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


 


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


 


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


 


“Note”
mean each Senior Secured Convertible Note issued to the Purchasers, in the form of Exhibit A attached hereto, which bear interest
at the rate of 6% per annum, which for the avoidance of doubt includes the Note in the principal amount of $5,265,000, dated
as of August 27, 2021, registered in the name of Oasis


 


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


 


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


 


“Public Information
Failure” shall have the meaning ascribed to such term in Section 4.2(b).


 


“Purchaser Party”
shall have the meaning ascribed to such term in Section 4.8.


 


“Registration Rights
Agreement” means the agreement in the form, and together with the RRA Joinder, attached hereto as Exhibit C.


 






    3 


     


    

 


“Regulation FD”
means Regulation FD promulgated by the SEC pursuant to the Exchange Act, as such Regulation may be amended or interpreted from time to
time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same purpose and effect as such Regulation.


 


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


 


“Reserve Ratio”
shall have the meaning ascribed to such term in Section 4.9.


 


“RRA Joinder”
means that certain Joinder Agreement to the Registration Rights Agreement included in the form attached hereto as Exhibit C.


 


“Rule 144”
means Rule 144 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended or interpreted from time to
time, or any similar rule or regulation hereafter adopted by the SEC (or similar United States law) having substantially the same
purpose and effect as such Rule.


 


“SA Joinder” means
that certain Joinder Agreement to the Security Agreement included in the form attached hereto as Exhibit B.


 


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


 


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


 


“Securities” means
the Note and the Shares.


 


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


 


“Security Agreement”
means the agreement in the form, and together with the SA Joinder, attached hereto as Exhibit B.


 


“Shares” means
the Common Stock issuable upon conversion of the Note.


 


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


 


“Subscription Amount”
means, as to the applicable Purchaser, the aggregate amount to be paid for the Securities purchased hereunder as specified the applicable
Purchaser’s name on the signature page of this Agreement and next to the heading.


 


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


 


“Subsidiary”
means with respect to any entity at any date, any direct or indirect corporation, limited or general partnership, limited liability
company, trust, estate, association, joint venture or other business entity of which (A) more than 50% of (i) the outstanding
capital stock having (in the absence of contingencies) ordinary voting power to elect a majority of the Board of Directors or other managing
body of such entity, (ii) in the case of a partnership or limited liability company, the interest in the capital or profits of such
partnership or limited liability company or (iii) in the case of a trust, estate, association, joint venture or other entity, the
beneficial interest in such trust, estate, association or other entity business is, at the time of determination, owned or controlled
directly or indirectly through one or more intermediaries, by such entity, or (B) is under the actual control of the Company.


 






    4 


     


    

 


“Subsidiary Guarantee”
means that certain guarantee, in a form acceptable to the Purchasers, executed by each of the Company’s Subsidiaries, Harper &
Jones, LLC and Bailey 44, LLC.


 


“Subsidiary Security
Agreement” means that certain security agreement in a form acceptable to the Purchasers, executed by each of the Company’s
Subsidiaries, Harper & Jones, LLC and Bailey 44, LLC.


 


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


 


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


 


“Transaction Documents”
means this Agreement, the Note, the Registration Rights Agreement, the Security Agreement, the Subsidiary Guarantee, and the Subsidiary
Security Agreement, and any other documents or agreements executed in connection with the transactions contemplated hereunder.


 


“Transfer Agent”
means Vstock Transfer, LLC and a facsimile number of 646-536-3179, and any successor transfer agent of the Company.


 


“Variable Rate Transaction”
shall have the meaning ascribed to such term in Section 4.16(a).


 


“VWAP” means,
for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or
quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date)
on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30
a.m. (New York City time) to 4:02 p.m. (New York City time)) (or a similar organization or agency succeeding to its functions
of reporting prices), (b) if no volume weighted average price of the Common Stock can be ascertained from the Trading Market, the
average closing price of the Common Stock during the 10 Trading Days preceding such date, or (c) in all other cases, the fair market
value of a share of Common Stock as determined by the Board of Directors of the Company.


 


ARTICLE II.

PURCHASE AND SALE


 


2.1           Closings.


 


(a)            Initial
Closing. Subject to the terms and conditions set forth herein, the Company agreed to sell, and Oasis agreed to purchase a Note having
a face value of $5,265,000 for a total purchase price of $5,000,000. Oasis delivered to the Company, via wire transfer
immediately available funds equal to Oasis’ Subscription Amount as set forth on the signature page hereto executed by Oasis,
and the Company delivered to Oasis a Note pursuant to Sections 2.2(a), and the Company and Oasis delivered the other items set forth
in Sections 2.2(b) deliverable at the Initial Closing. Following satisfaction of the covenants and conditions set forth in Sections
2.2 and 2.3, the Initial Closing occurred on August 27, 2021 at the offices of Oasis’ counsel or such other location as the
parties mutually agreed.


 






    5 


     


    

 


(b)            Subsequent
Closing. Subject to the terms and conditions set forth herein, the Company agrees to sell, and FirstFire agrees to purchase a Note
having a face value of $1,575,000 for a total purchase price of $1,500,000. FirstFire shall deliver to the Company, via
wire transfer immediately available funds equal to FirstFire’s Subscription Amount as set forth on the signature page hereto
executed by FirstFire, and the Company shall deliver to FirstFire a Note pursuant to Sections 2.2(c), and the Company and FirstFire shall
deliver the other items set forth in Sections 2.2(d) deliverable at the Subsequent Closing. Upon satisfaction of the covenants and
conditions set forth in Sections 2.2 and 2.3, the Subsequent Closing shall occur at the offices of FirstFire’s counsel or such other
location as the parties shall mutually agree.


 


2.2           Deliveries.


 


(a)            On
or prior to the Initial Closing Date, the Company delivered or caused to be delivered to Oasis the following:


 


(i)             the
Securities Purchase Agreement dated August 27, 2021 duly executed by the Company;


 


(ii)            an
original Note in the principal amount of $5,265,000, convertible at the Conversion Price, registered in the name of Oasis;


 


(iii)           a
reservation letter executed by the Company’s Transfer Agent and the Company;


 


(iv)           the
Security Agreement dated August 27, 2021 duly executed by the Company;


 


(v)            the
Subsidiary Guarantee dated August 27, 2021 duly executed by each of Harper & Jones, LLC and Bailey 44, LLC.


 


(vi)           the
Subsidiary Security Agreement dated August 27, 2021 duly executed by each of Harper & Jones, LLC and Bailey 44, LLC.


 


(vii)          the
Registration Rights Agreement dated August 27, 2021 duly executed by the Company;


 


(viii)         a
Board Consent approving the issuance of the Note and the execution of the Transaction Documents on behalf of the Company; and


 


(ix)            the
Company provided Oasis with the Company’s wire instructions in writing.


 


(b)            On
or prior to the Subsequent Closing Date, Oasis delivered or caused to be delivered to the Company the following:


 


(i)              the
Securities Purchase Agreement dated August 27, 2021 duly executed by Oasis;


 






    6 


     


    

 


(ii)            the
Security Agreement dated August 27, 2021 duly executed by Oasis;


 


(iii)            the
Subsidiary Security Agreement dated August 27, 2021 duly executed by Oasis;


 


(iv)           the
Registration Rights Agreement dated August 27, 2021 duly executed by Oasis; and


 


(v)            Oasis’
Subscription Amount of $5,000,000 by wire transfer to the Company.


 


(c)            On
or prior to the Subsequent Closing Date following the date hereof, the Company shall deliver or cause to be delivered to FirstFire the
following:


 


(vi)           this
Agreement duly executed by the Company and Oasis;


 


(vii)          an
original Note in the principal amount of $1,575,000, convertible at the Conversion Price, registered in the name of FirstFire;


 


(viii)         a
reservation letter executed by the Company’s Transfer Agent and the Company in the form attached as Exhibit D;


 


(ix)            the
Security Agreement and SA Joinder duly executed by the Company and Oasis;


 


(x)             the
amendment to the Subsidiary Guarantee duly executed by each of Harper & Jones, LLC and Bailey 44, LLC.


 


(xi)            the
joinder to the Subsidiary Security Agreement duly executed by each of Harper & Jones, LLC and Bailey 44, LLC.


 


(xii)           the
Registration Rights Agreement and RRA Joinder duly executed by the Company and Oasis;


 


(xiii)          a
Board Consent approving the issuance of the Note and the execution of the Transaction Documents on behalf of the Company in the form attached
as Exhibit E; and


 


(xiv)         the
Company shall have provided FirstFire with the Company’s wire instructions in writing.


 


(d)            On
or prior to the Subsequent Closing Date, FirstFire shall deliver or cause to be delivered to the Company the following:


 


(xv)          this
Agreement duly executed by FirstFire;


 


(xvi)         the
SA Joinder duly executed by FirstFire;


 


(xvii)        the
joinder to Subsidiary Security Agreement duly executed by FirstFire;


 


(xviii)       the
RRA Joinder duly executed by FirstFire; and


 


(xix)          FirstFire’s
Subscription Amount of $1,500,000 by wire transfer to the Company.


 






    7 


     


    

 


2.3            Closing
Conditions.


 


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


 


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


 


(ii)            all
obligations, covenants and agreements of the applicable Purchaser required to be performed at or prior to the Closing Date shall have
been performed (or a waiver obtained with respect thereto); and


 


(iii)            the
delivery by the applicable Purchaser of the items set forth in Section 2.2 as applicable, of this Agreement.


 


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


 


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


 


(ii)             all
obligations, covenants and agreements of the Company required to be performed at or prior to the applicable Closing Date shall have been
performed (or a waiver obtained with respect thereto);


 


(iii)            the
delivery by the Company of the items set forth in Sections 2.2, as applicable, of this Agreement;


 


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


 


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


 






    8 


     


    

 


ARTICLE III.

REPRESENTATIONS AND WARRANTIES


 


3.1            Representations
and Warranties of the Company. The Company hereby makes the following representations and warranties to the Purchasers which representations
and warranties shall be true and correct as of the date hereof:


 


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


 


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


 


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


 






    9 


     


    

 


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


 


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


 


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


 






    10 


     


    

 



 


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


 


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


 



    11 


     


    

 


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


 


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


 


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


 






    12 


     


    

 


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


 


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


 


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


 






    13 


     


    

 


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


 


(p)            Intellectual
Property.


 


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


 


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


 


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


 


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


 






    14 


     


    

 


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


 


(t)            Certain
Fees. Other than as set forth in its SEC filings and/or on Schedule 3.1(t), no brokerage or finder’s fees or commissions
are or will be payable by the Company or any Subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment
banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents. The Purchasers shall have no
obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated
in this Section 3.1(t) that may be due in connection with the transactions contemplated by the Transaction Documents.


 


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


 


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


 


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


 


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


 






    15 


     


    

 


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


 


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


 


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


 


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


 






    16 


     


    

 


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


 


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


 


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


 


(ff)            Acknowledgement
Regarding each Purchaser’s Trading Activity. Notwithstanding anything in this Agreement or elsewhere to the contrary (except
for Sections 3.2(f) and 4.13 hereof), it is understood and acknowledged by the Company that: (i) no Purchaser has been asked
by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company,
or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) past
or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative”
transactions, before or after the Closing of this or future private placement transactions, may negatively impact the market price of
the Company’s publicly-traded securities; (iii) each Purchaser, and counter-parties in “derivative” transactions
to which any Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock, and
(iv) no Purchaser shall be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative”
transaction. The Company further understands and acknowledges that (y) one or more Purchasers may engage in hedging activities
at various times during the period that the Securities are outstanding, and (z) such hedging activities (if any) could reduce the
value of the existing shareholders' equity interests in the Company at and after the time that the hedging activities are being conducted.
The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.


 


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


 






    17 


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



    18 


     


    

 


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


 


3.2            Representations
and Warranties of the Purchasers. Each Purchaser hereby represents and warrants, severally and not jointly, to the Company as follows
which representations and warranties shall be true and correct as of the date hereof:


 


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


 


(b)            Understandings
or Arrangements. The Purchaser is acquiring the Securities as principal for its own account and has no direct or indirect arrangement
or understandings with any other Persons to distribute or regarding the distribution of such Securities (this representation and warranty
not limiting the Purchaser’s right to sell the Securities in compliance with applicable federal and state securities Laws). The
Purchaser is acquiring the Securities hereunder in the ordinary course of its business. The Purchaser understands that the Securities
are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and
is acquiring such Securities as principal for its own account and not with a view to or for distributing or reselling such Securities
or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing
any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement
or understandings with any other Persons to distribute or regarding the distribution of such Securities in violation of the Securities
Act or any applicable state securities law (this representation and warranty not limiting the Purchaser’s right to sell such Securities
in compliance with applicable federal and state securities Laws).


 


(c)            Risks
of Investment. Purchase recognizes that the acquisition of the Securities involves a high degree of risk in that an investor could sustain
the loss of its entire investment and the Company is and will be subject to numerous other risks and uncertainties, including, without
limitation, significant and material risks relating to the Company’s business and the industries, markets and geographic regions
in which the Company competes.


 






    19 


     


    

 


(d)            Accredited
Investor Status. Purchaser represents that it is an “accredited investor” as such term is defined in Rule 501 of Regulation
D promulgated under the Securities Act of 1933, as amended, and that it is able to bear the economic risk of an investment in the Securities.


 


(e)            Purchaser
Status. At the time the Purchaser was offered the Securities, it was, and as of the date hereof it is, an accredited investor within
the meaning of Rule 501 under the Securities Act. No Purchaser 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).


 


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


 


(g)            Access
to Information. The Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits
and schedules thereto) and the SEC Reports and has been afforded, subject to Regulation FD, (i) the opportunity to ask such questions
as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the
offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company
and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate
its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without
unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment.  The Purchaser
acknowledges and agrees that neither the Company nor anyone else has provided the Purchaser with any information or advice with respect
to the Securities nor is such information or advice necessary or desired.


 


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


 






    20 


     


    

 



 


The Company acknowledges and
agrees that the representations contained in this Section 3.2 shall not modify, amend or affect the Purchasers’ right to rely
on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any
other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation
of the transaction contemplated hereby.


 


ARTICLE IV.

OTHER AGREEMENTS OF THE PARTIES


 


4.1            Removal
of Legends.


 


(a)            The
Securities may only be disposed of in compliance with state and federal securities Laws. In connection with any transfer of the Shares,
other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of the Purchasers or in
connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor to provide to the Company an opinion
of counsel selected by the transferor and reasonably acceptable to the Company at the reasonable cost of the Company, the form and substance
of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such
transferred Shares under the Securities Act.


 


(b)            Each
Purchaser agrees to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Shares in the following
form:


 


NEITHER THIS SECURITY NOR THE SECURITIES
INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT
TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED
INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


The Company acknowledges and agrees
that the Purchasers may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security
interest in some or all of the Shares to a financial institution that is an “accredited investor” as defined in Rule 501(a) under
the Securities Act and who agrees to be bound by the provisions of this Agreement and, if required under the terms of such arrangement,
the Purchasers may transfer pledged or secured Shares to the pledgees or secured parties. Such a pledge or transfer would not be subject
to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection
therewith. Further, no notice shall be required of such pledge. At the appropriate Purchaser’s expense, the Company will execute
and deliver such reasonable documentation as a pledgee or secured party of Shares may reasonably request in connection with a pledge or
transfer of the Shares.


 









    21 


     


    

 


(c)            Certificates
evidencing the Shares (or the Transfer Agent’s records if held in book entry form) shall not contain any legend (including the legend
set forth in Section 4.1(b) hereof): (i) while a registration statement covering the resale of such securities is effective
under the Securities Act (the “Effective Date”), (ii) following any sale of such Shares pursuant to Rule 144, (iii) if
such Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public
information required under Rule 144 as to such Shares and without volume or manner-of-sale restrictions or (iv) if such legend
is not required under applicable requirements of the Securities Act (including Sections 4(a)(1) and 4(a)(7) judicial interpretations
and pronouncements issued by the staff of the SEC). The Company shall, at its expense, cause its counsel to issue a legal opinion to the
Transfer Agent promptly after the Effective Date if required by the Transfer Agent to affect the removal of the legend hereunder. If all
or any portion of a Note is converted at a time when there is an effective registration statement to cover the resale of the Shares or
if such Shares or may be sold under Rule 144 and the Company is then in compliance with the current public information required under
Rule 144, or if the Shares may be sold under Rule 144 without the requirement for the Company to be in compliance with the current
public information required under Rule 144 as to such Shares and without volume or manner-of-sale restrictions or if such legend
is not otherwise required under applicable requirements of the Securities Act (including Sections 4(a)(1) and 4(a)(7), judicial interpretations
and pronouncements issued by the staff of the SEC) then such Shares shall be issued or reissued free of all legends. The Company agrees
that following the effective date of any registration statement or at such time as such legend is no longer required under this Section 4.1(c),
it will, no later than two Trading Days following the delivery by the applicable Purchaser to the Company or the Transfer Agent of a certificate
representing restricted Shares, issued with a restrictive legend (such second Trading Day, the “Legend Removal Date”), deliver
or cause to be delivered to the applicable Purchaser a certificate representing such Shares that is free from all restrictive and other
legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions
on transfer set forth in this Section 4.1. Certificates for Shares subject to legend removal hereunder shall be transmitted by the
Transfer Agent to the applicable Purchaser by crediting the account of the applicable Purchaser’s prime broker with the Depository
Trust Company system as directed by the applicable Purchaser. The Company shall be responsible for any delays caused by its Transfer Agent.


 


(d)            In
addition to each Purchaser’s other available remedies, (i) the Company shall pay to the Purchasers, in cash, as partial liquidated
damages and not as a penalty, $3,000 per Trading Day until such certificate is delivered without a legend. Nothing herein shall limit
any Purchaser’s right to pursue actual damages for the Company’s failure to deliver certificates representing any Securities
as required by the Transaction Documents, and each Purchaser shall have the right to pursue all remedies available to it at law or in
equity including, without limitation, a decree of specific performance and/or injunctive relief, and (ii) if after the Legend Removal
Date any Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale
by such Purchaser of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal
to all or any portion of the number of shares of Common Stock that the applicable Purchaser anticipated receiving from the Company without
any restrictive legend, then, the Company shall pay to the applicable Purchaser, in cash, an amount equal to the excess of the applicable
Purchaser’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common
Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In Price”) over the
product of (A) such number of Shares that the Company was required to deliver to the applicable Purchaser by the Legend Removal Date
multiplied by (B) the highest closing sale price of the Common Stock on any Trading Day during the period commencing on the date
of the delivery by the applicable Purchaser to the Company of the applicable Shares and ending on the date of such delivery and payment
under this Section 4.1(d).


 


(e)            In
the event any Purchaser shall request delivery of unlegended shares as described in this Section 4.1 and the Company is required
to deliver such unlegended shares, it shall pay all fees and expenses associated with or required by the legend removal and/or transfer
including but not limited to reasonable legal fees, Transfer Agent fees and overnight delivery charges and taxes, if any, imposed by any
applicable government upon the issuance of Common Stock; and (ii) the Company may not refuse to deliver unlegended shares based on
any claim that a Purchaser or anyone associated or affiliated with such Purchaser has not complied with such Purchaser’s obligations
under the Transaction Documents, or for any other reason, unless, an injunction or temporary restraining order from a court, on notice,
restraining and or enjoining delivery of such unlegended shares shall have been sought and obtained by the Company and the Company has
posted a surety bond for the benefit of the applicable Purchaser in the amount of the greater of (i) 150% of the amount of the aggregate
purchase price of the Shares (based on amount of principal and/or interest of the Note which was converted) which is subject to the injunction
or temporary restraining order, or (ii) the VWAP of the Common Stock on the Trading Day before the issue date of the injunction multiplied
by the number of unlegended shares to be subject to the injunction, which bond shall remain in effect until the completion of the litigation
of the dispute and the proceeds of which shall be payable to the applicable Purchaser to the extent such Purchaser obtains judgment in
such Purchaser’s favor.


 






    22 


     


    

 


4.2            Furnishing
of Information.


 


(a)            So
long as any Purchaser holds a Note or Shares, the Company covenants to timely file (or obtain extensions in respect thereof and file within
the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if
the Company is not then subject to the reporting requirements of the Exchange Act.


 


(b)            At
any time while a Note or Shares are held by any Purchaser, if the Company (i) shall fail for any reason to satisfy the current public
information requirement under Rule 144(c) for a period of more than 30 consecutive days or (ii) has ever been an issuer
described in Rule 144(i)(1)(i) or becomes an issuer in the future, and the Company shall fail to satisfy any condition set forth
in Rule 144(i)(2) for a period of more than 30 consecutive days (a “Public Information Failure”) then, in addition
to the Purchasers’ other available remedies, the Company shall pay to the Purchasers, in cash, as partial liquidated damages and
not as a penalty, by reason of any such delay in or reduction of its ability to sell the Shares, an amount in cash equal to two percent
of the aggregate Conversion Price of the Note on the day of a Public Information Failure and on every 30th day (pro-rated for
periods totaling less than thirty days) thereafter until the earlier of (a) the date such Public Information Failure is cured and
(b) such time that such public information is no longer required for any Purchaser to transfer the Shares pursuant to Rule 144,
up to an aggregate amount of liquidated damages for all Public Information Failures equal to the Purchasers’ Subscription Amount.
Public Information Failure Payments shall be paid on the earlier of (i) the last day of the calendar month during which such Public
Information Failure Payments are incurred and (ii) the second Trading Day after the event or failure giving rise to the Public Information
Failure payments is cured.  In the event the Company fails to make Public Information Failure payments in a timely manner, such Public
Information Failure payments shall bear interest at the rate of one and one-half percent per month (prorated for partial months) until
paid in full. Nothing herein shall limit the Purchasers’ right to pursue actual damages for the Public Information Failure, and
each Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree
of specific performance and/or injunctive relief.


 


4.3            Integration.
The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2(a)(1) of
the Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of
any Trading Market such that it would require shareholder approval prior to the Closing of such other transaction unless shareholder approval
is obtained before the Closing of such subsequent transaction.


 






    23 


     


    

 


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


 


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


 


4.6            Non-Public
Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents,
which shall be disclosed pursuant to Section 4.4, the Company covenants and agrees that neither it, nor any other Person acting on
its behalf will provide the Purchasers or their respective agents or counsel with any information that constitutes, or the Company reasonably
believes constitutes, material non-public information, unless prior thereto the Purchasers shall have consented to the receipt of such
information and agreed with the Company to keep such information confidential. Prior to providing the Purchasers with any material non-public
information, the Company shall provide the Purchasers with a consent substantially in the form attached as Exhibit F (“Consent”)
which shall not include any material non-public information. The Company shall not provide any Purchaser with the material non-public
information if such Purchaser does not execute and return the Consent to the Company. The Company understands and confirms that the Purchasers
shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers
any material, non-public information to any Purchaser without such Purchaser’s consent, the Company hereby covenants and agrees
that the applicable Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective
officers, directors, agents, employees or Affiliates, not to trade on the basis of, such material, non-public information, provided that
the applicable Purchaser shall remain subject to applicable law. To the extent that any notice provided pursuant to any Transaction Document
or any other communications made by the Company, or information provided, to the applicable Purchaser constitutes, or contains, material,
non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material
information with the SEC pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Purchasers shall
be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided
by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to any Purchaser without
their prior written consent, and it fails to immediately (no later than the next Trading Day) file a Form 8-K disclosing this material,
non-public information, it shall pay the applicable Purchaser as partial liquidated damages and not as a penalty a sum equal to $5,000
per day beginning with the day the information is disclosed to the applicable Purchaser and ending and including the day the Form 8-K
disclosing this information is filed.


 









    24 


     


    




 


4.7            Use
of Proceeds. The Company shall use the net proceeds from the sale of the Securities hereunder to general business purposes.


 


4.8            Indemnification
of the Purchasers. Subject to the provisions of this Section 4.8, the Company will indemnify and hold the Purchasers and their
respective directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent
role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the applicable
Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers,
shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such
titles notwithstanding a lack of such title or any other title) of such controlling Persons (each, a “Purchaser Party”) harmless
from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts
paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation (including local counsel, if retained)
that any such Purchaser 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 or in the other Transaction Documents, (b) any Action instituted against
the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any shareholder of the Company who is not an
Affiliate of such Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such Action
is based upon a breach of such Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any
agreements or understandings such Purchaser Party may have with any such shareholder or any conduct by such Purchaser Party which constitutes
willful misconduct or gross negligence) or (c) any untrue or alleged untrue statement of a material fact contained in any registration
statement, any prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising
out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements
therein (in the case of any prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading.
If any Action shall be brought against the Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such
Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with
counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate
counsel in any such Action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of
such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing,
(ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such
Action there is, in the reasonable opinion of the Purchaser Party, a material conflict on any material issue between the position of the
Company and the position of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses
of no more than one such separate counsel (in addition to local counsel, if retained). The Company will not be liable to the Purchaser
Party under this Agreement (y) for any settlement by the Purchaser Party effected without the Company’s prior written consent,
which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability
is attributable to the Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such
Purchaser Party in this Agreement or in the other Transaction Documents. The Purchaser Parties shall have the right to settle any Action
against any of them by the payment of money provided that they cannot agree to any equitable relief and the Company, its officers, directors
and Affiliates receive unconditional releases in customary form. The indemnification required by this Section 4.8 shall be made by
periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred.
To extent that the Company has made any periodic payments pursuant to the foregoing sentence, and there is a later final and binding determination
that the Company was not liable in respect of the related indemnification obligations hereunder, the Company may offset the amounts owing
under the Note against such payments. The indemnity agreements contained herein shall be in addition to any cause of Action or similar
right of the Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.


 


4.9            Reservation
of Common Stock. Immediately upon Closing, the Company shall reserve three times the number of shares of Common Stock issuable upon
conversion of the Note (the “Reserve Ratio”). In addition to any other remedies provided by this Agreement or other Transaction
Documents, if the Company at any time fails to meet this reservation of Common Stock requirement within 60 days after written notice from
the Holder, it shall pay the Purchasers as partial liquidated damages and not as a penalty a sum equal to $500 per day for each $100,000
of the Purchaser’s Subscription Amount, up to an aggregate amount of liquidated damages equal to such Purchaser’s Subscription
Amount. The Company shall not enter into any agreement or file any amendment to its formation documents or other governing documents which
conflicts with this Section 4.9 while the Note remains outstanding. The Company shall execute and cause the Transfer Agent to execute
a reservation letter in the form attached as Exhibit D.


 






    25 


     


    

 


4.10          Listing
of Common Stock. The Company hereby agrees to use commercially reasonable efforts to maintain the listing or quotation of the Common
Stock on the Trading Market on which it is currently listed or quoted; provided, however, the Company shall if it qualifies, list its
Common Stock on a Trading Market which is a national securities exchange. The Company will then take all commercially reasonable action
to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting,
filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the
Common Stock for electronic transfer through the DTC or another established clearing corporation, including, without limitation, by timely
payment of fees to the DTC or such other established clearing corporation in connection with such electronic transfer.


 


4.11          Sale
Volume Limitation. From the date hereof until the earlier of (i) 120 calendar days following the registration of the shares
of Common Stock issuable upon conversion of the Note or (ii) 180 calendar days after the date hereof, FirstFire agrees that it and
its permitted transferees shall not, in any one calendar day, sell a number of FirstFire Shares exceeding 3% of the total trading volume
of shares of common stock of the Company for the trading day immediately preceding such calendar day.


 


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


 


4.13          Conversion
Procedures. The form of conversion notice included in the Note (each, a “Conversion Notice”) sets forth the totality of
the procedures required of the Purchasers in order to convert such Purchaser’s Note. No additional legal opinion, other information
or instructions shall be required of the Purchaser to convert its Note. Without limiting the preceding sentences, no ink-original Conversion
Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Conversion Notice form
be required in order to convert the Notes. The Company shall honor conversions of the Notes and shall deliver Shares in accordance with
the terms, conditions and time periods set forth in the Transaction Documents.


 


4.14          DTC
Program. For so long as any Securities are outstanding, the Company will employ as the Transfer Agent for the Common Stock a participant
in the DTC Automated Securities Transfer Program and cause the Common Stock to be transferable pursuant to such program.


 






    26 


     


    

 


4.15           Preservation
of Corporate Existence. The Company shall preserve and maintain its corporate existence, rights, privileges and franchises in the
jurisdiction of its incorporation, and qualify and remain qualified, as a foreign corporation in each jurisdiction in which such qualification
is necessary in view of its business or operations and where the failure to qualify or remain qualified might reasonably have a Material
Adverse Effect upon the financial condition, business or operations of the Company taken as a whole.


 


4.16           Subsequent
Equity Sales.


 


(a)            From
the date hereof until such time as the Note is no longer outstanding, the Company will not, without the consent of the Purchasers, enter
into any Equity Line of Credit or similar agreement, nor issue nor agree to issue any floating or Variable Priced Equity Linked Instruments
nor any of the foregoing or equity with price reset rights (subject to adjustment for stock splits, distributions, dividends, recapitalizations
and the like) (collectively, the “Variable Rate Transaction”). For purposes hereof, “Equity Line of Credit” shall
include any transaction involving a written agreement between the Company and an investor or underwriter other than the Purchasers or
an affiliate of the Purchasers whereby the Company has the right to “put” its securities to the investor or underwriter over
an agreed period of time and at an agreed price or price formula, and “Variable Priced Equity Linked Instruments” shall include:
(A) any debt or equity securities which are convertible into, exercisable or exchangeable for, or carry the right to receive additional
shares of Common Stock either (1) at any conversion, exercise or exchange rate or other price that is based upon and/or varies with
the trading prices of or quotations for Common Stock at any time after the initial issuance of such debt or equity security, or (2) with
a fixed conversion, exercise or exchange price that is subject to being reset at some future date at any time after the initial issuance
of such debt or equity security due to a change in the market price of the Company’s Common Stock since date of initial issuance,
and (B) any amortizing convertible security which amortizes prior to its maturity date, where the Company is required or has the
option to (or any investor in such transaction has the option to require the Company to) make such amortization payments in shares of
Common Stock which are valued at a price that is based upon and/or varies with the trading prices of or quotations for Common Stock at
any time after the initial issuance of such debt or equity security (whether or not such payments in stock are subject to certain equity
conditions). For the avoidance of doubt, a Section 3(a)(9) exchange and a settlement under a Section 3(a)(10) settlement,
each under the Securities Act, or any other similar settlement or exchange shall be deemed a Variable Rate Transaction for the purposes
of this Agreement.


 


(b)            This
section only applies to funding activities by the Company that shall directly affect any Purchaser’s ability to get repaid on time
by the Company; from the date hereof until the Note is no longer outstanding, in the event that the Company issues or sells any Common
Stock Equivalents, if a Purchaser then holding Securities purchased under this Agreement reasonably believes that any of the terms and
conditions appurtenant to such issuance or sale are more favorable to such investors than are the terms and conditions granted to the
Purchasers hereunder, upon notice to the Company by the Purchasers within five Trading Days after disclosure of such issuance or sale,
the Company shall amend the terms of this transaction as to the Purchasers only so as to give the Purchasers the benefit of such more
favorable terms or conditions.


 


(c)            Notwithstanding
the foregoing, this Section 4.16 shall not apply in respect of an Exempt Issuance.


 






    27 


     


    

 


ARTICLE V.

MISCELLANEOUS


 


5.1            Termination.
This Agreement may be terminated by a Purchaser, as to the applicable Purchaser’s obligations hereunder only and without any effect
whatsoever on the obligations between the Company and the other Purchaser, by written notice to the other parties, if the Closing has
not been consummated on or before September 30, 2021; provided, however, that no such termination will affect the right of any party
to sue for any breach by any other party (or parties).


 


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


 


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


 


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


 


5.5            Amendments;
Waivers. Except as provided in the last sentence of this Section 5.5, no provision of this Agreement may be waived, modified,
supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and the Purchasers holding
a majority of the aggregate principal amount of the Notes issued pursuant to this Agreement; or in the case of a waiver, by the party
against whom enforcement of any such waived provision is sought.


 


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


 


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


 






    28 


     


    

 


5.8            No
Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted
assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise set forth in
Section 4.8 and this Section 5.8.


 


5.9            Governing
Law; Arbitration; Attorneys’ Fees. All questions concerning the construction, validity, enforcement and interpretation of the
Transaction Documents shall be governed by and construed and enforced in accordance with the internal Laws of the State of New York, without
regard to the principles of conflicts of law thereof. Any disputes, claims, or controversies arising out of or relating to the Transaction
Documents, or the transactions, contemplated thereby, or the breach, termination, enforcement, interpretation or validity thereof, including
the determination of the scope or applicability of this Agreement to arbitrate, shall be referred to and resolved solely and exclusively
by binding arbitration to be conducted before the Judicial Arbitration and Mediation Service (“JAMS”), or its successor pursuant
the expedited procedures set forth in the JAMS Comprehensive Arbitration Rules and Procedures (the “Rules”), including
Rules 16.1 and 16.2 of those Rules. The arbitration shall be held in New York, New York, before a tribunal consisting of three arbitrators
each of whom will be selected in accordance with the “strike and rank” methodology set forth in Rule 15. Either party
to this Agreement may, without waiving any remedy under this Agreement, seek from any federal or state court sitting in the State of New
York any interim or provisional relief that is necessary to protect the rights or property of that party, pending the establishment of
the arbitral tribunal. The costs and expenses of such arbitration shall be paid by and be the sole responsibility of the Company, including
but not limited to the Buyer’s attorneys’ fees and each arbitrator’s fees. The arbitrators’ decision must set
forth a reasoned basis for any award of damages or finding of liability. The arbitrators’ decision and award will be made and delivered
as soon as reasonably possibly and in any case within 60 days’ following the conclusion of the arbitration hearing and shall be
final and binding on the parties and may be entered by any court having jurisdiction thereof. If any party shall commence an Action to
enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company elsewhere in this Agreement,
the prevailing party in such Action shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other
costs and expenses incurred with the investigation, preparation and prosecution of such Action.


 


5.10          Survival.
The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.


 


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


 


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


 


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


 









    29 


     


    

 



 


5.14            Replacement
of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company shall
issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of
and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of
such loss, theft or destruction without requiring the posting of any bond.


 


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


 


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


 


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


 


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


 


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


 


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


 






    31 


     


    

 


5.21            Non-Circumvention.
The Company hereby covenants and agrees that the Company will not, by amendment of its formation documents or other governing documents,
or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities,
or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Agreement, and will at
all times in good faith carry out all of the provision of this Agreement and take all action as may be required to protect the rights
of all Holder. Without limiting the generality of the foregoing or any other provision of this Agreement or the other Transaction Documents,
the Company (a) shall not increase the par value of any shares of Common Stock receivable upon conversion of the Note above the Conversion
Price, then in effect and (b) shall take all such action as may be necessary or appropriate in order that the Company may validly
and legally issue fully paid and nonassessable Shares upon the conversion of the Note.


 


(Signature Pages Follow)


 






    32 


     


    

 


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


 


	Digital Brands Group, Inc.	Address for Notice:
	 	 
	
	By:	/s/ John Hilburn Davis IV	 
	Name: John Hilburn Davis IV	 
	Title: Chief Executive Officer	 
	 	 
	
	With a copy to (which shall not constitute notice): 

Email:      	 





 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 


SIGNATURE PAGE FOR PURCHASERS FOLLOWS]


 






    33 


     


    

 


PURCHASER SIGNATURE PAGES TO 


AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT


 


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


 


	Name of Purchaser:	Oasis Capital, LLC




 


	Signature of Authorized Signatory of Purchaser:	 /s/ Adam Long




 


	Name of Authorized Signatory:	Adam Long




 


	 
	Title of Authorized Signatory:	Manager




 


Email Address of Authorized Signatory: adam@oasis-cap.com


 


	Facsimile Number of Authorized Signatory:	 




 


Address for Notice to Purchaser: 411 Dorado BCH E, Dorado PR 00646


 


Address for Delivery of Securities to Purchaser (if not same as address
for notice):


 


Subscription Amount: $5,000,000


 


EIN Number: [REDACTED]


 






     


     


    

 


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


 


	Name of Purchaser:	 FirstFire Global Opportunities Fund, LLC




 


	Signature of Authorized Signatory of Purchaser:	/s/ Eli Fireman




 


	Name of Authorized Signatory:	Eli Fireman on behalf of FirstFire Capital Management, LLC




 


	Title of Authorized Signatory:	 Manager




 


Email
Address of Authorized Signatory:  eli@firstfirecapital.com


 


	Facsimile Number of Authorized Signatory:	 




 


Address
for Notice to Purchaser: 1040 First Avenue, Suite 190 New York, NY 10022


 


Address for Delivery of Securities to Purchaser (if not same as address
for notice):


 


Subscription Amount: $1,500,000


 


EIN Number: