Exhibit
10.15


 


SECURITIES
PURCHASE AGREEMENT


 


This Securities Purchase Agreement (this “Agreement”)
is dated as of [●], 2017 between ADOMANI, Inc., a Delaware corporation (the “Company”), and each purchaser
identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively
the “Purchasers”).


 


WHEREAS, subject to the terms and conditions
set forth in this Agreement and pursuant to an effective registration statement under the Securities Act of 1933, as amended (the
“Securities Act”), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and
not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.


 


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


 


ARTICLE I.

DEFINITIONS


 


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


 


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


 


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


 


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


 


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


 


“Applicable Time”
shall have the meaning ascribed to such term in Section 3.1(a).


 


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


 


“Business Day”
means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which
banking institutions in the State of New York are authorized or required by law or other governmental action to close.


 


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


 






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“Closing Date”
means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto,
and all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount and (ii) the Company’s
obligations to deliver the Securities, in each case, have been satisfied or waived, but in no event later than the second (2nd)
Trading Day following the date hereof.


 


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


 


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


 


“Common Stock”
means the common stock of the Company, par value $0.00001 per share, and any other class of securities into which such securities
may hereafter be reclassified or changed.


 


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


 


“Company Counsel”
means K&L Gates LLP.


 


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


 


“Disclosure Package”
shall have the meaning ascribed to such term in Section 3.1(c).


 


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


 


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


 


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


 


“ERISA Affiliate(s)”
shall have the meaning ascribed to such term in Section 3.1(ee).


 


“Exchange Act”
shall have the meaning ascribed to such term in Section 3.1(a).


 


“Exchange Act Regulations”
shall have the meaning ascribed to such term in Section 3.1(a).


 


“Exempt Issuance”
means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any
stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority
of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b)
securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities 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 splits or combinations)
or to extend the term of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved
by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities”
(as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection
therewith during the prohibition period in Section 4.10(a) herein, and provided that any such issuance shall only be to a Person
(or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset
in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to
the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose
of raising capital or to an entity whose primary business is investing in securities.


 






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“Existing Instrument”
shall have the meaning ascribed to such term in Section 3.1(q).


 


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


 


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


 


“GAAP” means U.S.
generally accepted accounting principles.


 


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


 


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


 


“Investment Company Act”
shall have the meaning ascribed to such term in Section 3.1(w).


 


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


 


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


 


“OHS” means Orrick,
Herrington & Sutcliffe LLP, with offices located at 405 Howard Street, San Francisco, California 94105.


 


“Per Unit Purchase Price”
equals $[●], subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar
transactions of the Common Stock that occur after the date of this Agreement.


 






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


 


“Placement Agent”
means Boustead Securities, LLC.


 


“preliminary prospectus”
shall have the meaning ascribed to such term in Section 3.1(a).


 


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


 


“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.


 


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


 


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


 


“Rule 144” means
Rule 144 promulgated by the Commission 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 Commission having substantially the same purpose and effect as
such Rule.


 


“Rule 424” means
Rule 424 promulgated by the Commission 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 Commission having substantially the same purpose and effect as
such Rule.


 


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


 


“Sarbanes-Oxley Act”
shall have the meaning ascribed to such term in Section 3.1(ff).


 


“Securities” means
the Units, Shares, the Warrants and the Warrant Shares.


 


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


 


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


 


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


 






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“Significant Subsidiary”
shall have the meaning ascribed to such term in Section 3.1(o).


 


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


 


“Subsidiary” means
any subsidiary of the Company as set forth on Exhibit 21 to the Registration Statement, and shall, where applicable, also include
any direct or indirect subsidiary of the Company formed or acquired after the date hereof.


 


“Testing-the-Waters Communication”
shall have the meaning ascribed to such term in Section 3.1(c).


 


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


 


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


 


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


 


“Transfer Agent”
means Issuer Direct Corporation, the current transfer agent of the Company, with a mailing address of 500 Perimeter Park Drive
Suite D, Morrisville, North Carolina 27560, and a telephone number of (919) 744-2722, and any successor transfer agent of the Company.


 


“Units” means the
units to be sold by the Company to the Purchasers, each comprised of one share of the Company’s Common Stock and one Warrant.


 


“Warrants” means
the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Warrants
shall be exercisable immediately and have a term of exercise equal to five (5) years, in the form of Exhibit A attached
hereto.


 


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


 


“Written Testing-the-Waters
Communication” shall have the meaning ascribed to such term in Section 3.1(c).


 






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ARTICLE II.

PURCHASE AND SALE


 


2.1             
Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent
with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally
and not jointly, agree to purchase, up to an aggregate of [●] Units. Each Purchaser’s Subscription Amount as set forth
on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement
with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares and Warrants as determined
pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable
at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at
the offices of OHS or such other location as the parties shall mutually agree. Unless otherwise directed by the Placement Agent,
settlement of the Shares shall occur via “Delivery Versus Payment” (i.e., on the Closing Date, the Company shall issue
the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s)
at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically
deliver such Shares and deliver the Warrants in physical form to the applicable Purchaser, and payment therefor shall be made by
the Placement Agent (or its clearing firm) by wire transfer to the Company).


 


2.2             
Deliveries.


 


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


 


(i)                
this Agreement duly executed by the Company;


 


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


 


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


 


(iv)            
a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 150% of
such Purchaser’s Shares, with an exercise price equal to $[●], subject to adjustment therein;


 


(v)              
the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act).


 


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


 






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


 


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


 


2.3             
Closing Conditions.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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ARTICLE III.

REPRESENTATIONS AND WARRANTIES


 


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


 


(a)               
Filing of the Registration Statement. The Company has prepared and filed with the Commission a registration statement
on Form S-1 (File No. 333-220983), which contains a form of prospectus to be used in connection with the public offering and sale
of the Units. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto contained
in the registration statement at the time such registration statement became effective, in the form in which it was declared effective
by the Commission under the Securities Act, and including any required information deemed to be a part thereof at the time of effectiveness
pursuant to Rule 430A under the Securities Act, or pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) and the rules and regulations promulgated thereunder (the “Exchange Act Regulations”), is called
the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under
the Securities Act is called the “Rule 462(b) Registration Statement,” and from and after the date and time
of filing of the Rule 462(b) Registration Statement, the term “Registration Statement” shall include the Rule
462(b) Registration Statement. Such prospectus, in the form first filed pursuant to Rule 424(b) under the Securities Act after
the date and time that this Agreement is executed and delivered by the parties hereto, or, if no filing pursuant to Rule 424(b)
under the Securities Act is required, the form of final prospectus relating to the Units included in the Registration Statement
at the effective date of the Registration Statement, is called the “Prospectus.” All references in this Agreement
to the Registration Statement, the Rule 462(b) Registration Statement, the preliminary prospectus included in the Registration
Statement (each, a “preliminary prospectus”), the Prospectus, or any amendments or supplements to any of the
foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval
System (“EDGAR”). The preliminary prospectus dated December [22], 2017, that was included in the Registration
Statement immediately prior to the Applicable Time (as defined below) is hereinafter called the “Pricing Prospectus.”
Any reference to the “most recent preliminary prospectus” shall be deemed to refer to the latest preliminary prospectus
included in the Registration Statement. Any reference herein to any preliminary prospectus or the Prospectus or any supplement
or amendment to either thereof shall be deemed to refer to and include any documents incorporated by reference therein as of the
date of such reference. “Applicable Time” means [●]:[●] p./a.m., Eastern time, on the date of this
Agreement.


 






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(b)              
 Compliance with Registration Requirements. The Registration Statement and any post-effective amendment thereto has
been declared effective by the Commission under the Securities Act and the Securities Act Regulations. No stop order preventing
or suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings
for such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by
the Commission.


 


Each preliminary prospectus and the
Prospectus and any post-effective amendment when filed complied or will comply in all material respects with the Securities Act
and, if filed by electronic transmission pursuant to EDGAR (except as may be permitted by Regulation S-T under the Securities Act),
was identical in content to the copy thereof delivered to the Placement Agent for use in connection with the offer and sale of
the Units, other than with respect to any artwork and graphics that were not filed. Each of the Registration Statement, any Rule
462(b) Registration Statement, and any post-effective amendment to either the Registration Statement or the Rule 462(b) Registration
Statement, at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required
under Section 4(a)(3) of the Securities Act, complied and will comply in all material respects with the Securities Act and the
Securities Act Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented,
as of its date and at all subsequent times until the Placement Agent has completed the placement of the Units, did not and will
not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading. There are no contracts or other documents
required to be described in the Pricing Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that
have not been fairly and accurately described in all material respects or filed as required.


 


(c)               
 Disclosure Package. The term “Disclosure Package” shall mean (i) the Pricing Prospectus, as amended
or supplemented, (ii) each issuer free writing prospectus, as defined in Rule 433 under the Securities Act (each, an “Issuer
Free Writing Prospectus”), if any, (iii) the pricing terms set forth in Schedule A to this Agreement, and (iv) any other
free writing prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package.
The term “Testing-the-Waters Communication” means any oral or written communication with potential investors
in reliance on Section 5(d) of the Securities Act. The term “Written Testing-the-Waters Communication” means
any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 of the Securities Act Regulations.
As of the Applicable Time, the Disclosure Package and each Written Testing-the-Waters Communication, when considered together with
the Disclosure Package, did not contain any untrue statement of a material fact or omit to state any material fact necessary in
order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding
sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information
furnished to the Company by the Placement Agent expressly for use therein, it being understood and agreed that the only such information
furnished on behalf of the Placement Agent (the “Placement Agent’s Information”) consists of the information
described as such in the Placement Agency Agreement entered into by the Company and the Placement Agent.


 






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(d)              
 Company Not Ineligible Issuer. (i) At the time of filing the Registration Statement and any post-effective amendment
thereto and (ii) as of the date of the execution and delivery of this Agreement (with such date being used as the determination
date for purposes of this clause (ii)), the Company was not and is not an Ineligible Issuer (as defined in Rule 405 under the Securities
Act), without taking account of any determination by the Commission pursuant to Rule 405 under the Securities Act that it is not
necessary that the Company be considered an Ineligible Issuer.


 


(e)               
 Emerging Growth Company Status. From the time of the initial filing of the Registration Statement to the Commission
(or, if earlier, the first date on which the Company engaged directly or through any Person authorized to act on its behalf in
any Testing-the-Waters Communication) through the date hereof, the Company has been and is an “emerging growth
company,” as defined in Section 2(a) of the Securities Act.


 


(f)               
 Issuer Free Writing Prospectuses. No Issuer Free Writing Prospectus includes any information that conflicts or will
conflict with the information contained in the Registration Statement or the Prospectus, and any preliminary or other prospectus
deemed to be a part thereof that has not been superseded or modified. The foregoing sentence does not apply to statements in or
omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company
by the Placement Agent expressly for use therein, it being understood and agreed that the only such information furnished by the
Placement Agent consists of the information described as such in the Placement Agency Agreement entered into by the Company and
the Placement Agent. If at any time following the issuance of an Issuer Free Writing Prospectus there occurred or occurs an event
or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained
in the Registration Statement relating to the Units or included or would include an untrue statement of material fact or omitted
or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing
at that subsequent time, not misleading, the Company has promptly notified or will promptly notify the Placement Agent and has
promptly amended or will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or
correct such conflict, untrue statement, or omission.


 


(g)              
 Testing-the-Waters Materials. The Company has not authorized anyone other than the Placement Agent to engage
in Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters Communications.


 


(h)              
Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior
to the completion of the Placement Agent’s placement of the Units, any offering material in connection with the offering
and sale of the Units other than a preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented
to by the Placement Agent, and the Registration Statement.


 






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(i)                
 This Agreement. This Agreement has been duly authorized, executed and delivered by, and is a valid and binding agreement
of, the Company, enforceable in accordance with its terms, except as rights to indemnification hereunder may be limited by applicable
law and except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar
laws relating to or affecting the rights and remedies of creditors or by general equitable principles.


 


(j)                
 Authorization of the Securities. The Securities to be sold by the Company through the Placement Agent have been
duly and validly authorized by all required corporate action and have been reserved for issuance and sale pursuant to this Agreement
and, when so issued and delivered by the Company, and upon payment of the purchase price of the Units and/or the exercise price
of the Warrants, as applicable, will be validly issued, fully paid and non-assessable.


 


(k)              
 No Applicable Registration or Other Similar Rights. There are no persons with registration or other similar rights
to have any securities of the Company registered for sale under the Registration Statement or included in the offering contemplated
by this Agreement.


 


(l)                
No Material Adverse Change. Except as otherwise disclosed in the Disclosure Package, subsequent to the respective
dates as of which information is given in the Disclosure Package: (i) there has been no material adverse change, or any development
that could reasonably be expected to result in a material adverse change, in the condition, financial or otherwise, or in the earnings,
business, operations or business prospects, whether or not arising from transactions in the ordinary course of business, of the
Company (any such change, a “Material Adverse Change”); (ii) the Company has not incurred any material liability
or obligation, indirect, direct or contingent, not in the ordinary course of business nor entered into any material transaction
or agreement not in the ordinary course of business; and (iii) there has been no dividend or distribution of any kind declared,
paid or made by the Company in respect of its capital stock.


 


(m)            
Independent Accountant. MaloneBailey, LLP (the “Accountant”), which has expressed its opinions
with respect to the audited financial statements (which term as used in this Agreement includes the related notes thereto) of the
Company filed with the Commission as a part of the Registration Statement and included in the Disclosure Package and the Prospectus,
is an independent registered public accounting firm as required by the Securities Act and the Exchange Act.


 


(n)              
 Preparation of the Financial Statements. The financial statements included in the Registration Statement, the Disclosure
Package and the Prospectus, together with the related schedules, if any, and notes, present fairly, in all material respects, the
financial position of the Company and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholders’
equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; said financial statements have
been prepared in conformity with GAAP applied on a consistent basis throughout the periods involved, except in the case of unaudited
interim financial statements, which are subject to normal year-end audit adjustments that are not expected to be material and the
exclusion of certain footnotes. The supporting schedules, if any, present fairly in accordance with GAAP the information required
to be stated therein. The selected historical financial data set forth under the caption “Selected Consolidated Financial
Data” included in the Registration Statement, the Disclosure Package and the Prospectus present fairly, in all material respects,
the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements
included therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required
to be included or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus under the Securities
Act, the Securities Act Regulations or the Exchange Act Regulations. There are no “non-GAAP financial measures” (as
such term is defined by the rules and regulations of the Commission) in the Registration Statement, the Disclosure Package and
the Prospectus. The interactive data in eXtensible Business Reporting Language included in the Registration Statement, the Disclosure
Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance
with the Commission’s rules and guidelines applicable thereto.


 






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(o)              
 Incorporation and Good Standing. The Company has been duly incorporated and is validly existing as a corporation,
in good standing under the laws of the jurisdiction of its incorporation and has corporate power and authority to own, lease and
operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus and to enter into
and perform its obligations under this Agreement. The Company is duly qualified as a foreign corporation to transact business and
is in good standing in each jurisdiction in which such qualification is required, except where the failure to qualify, singularly
or in the aggregate, would not have or reasonably be expected to result in a Material Adverse Change. Each “significant subsidiary”
of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Significant Subsidiary” and,
collectively, the “Significant Subsidiaries”) has been duly incorporated or organized under the laws of the
jurisdiction of its incorporation or organization and is validly existing in good standing (or such equivalent concept to the extent
it exists under the laws of such jurisdiction), has corporate or similar power and authority to own, lease and operate its properties
and to conduct its business as described in the Registration Statement, the Disclosure Package and the Prospectus and is duly qualified
to transact business and is in good standing (or such equivalent concept to the extent it exists under the laws of such jurisdiction)
in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the
conduct of business, except where the failure to qualify, singularly or in the aggregate, would not have or reasonably be expected
to result in a Material Adverse Change. Except as set forth in the Registration Statement, the Disclosure Package and the Prospectus,
all of the issued and outstanding capital stock of each Significant Subsidiary has been duly authorized and validly issued, is
fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest,
mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of any Significant Subsidiary
were issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary. The only Significant
Subsidiaries of the Company are the subsidiaries listed on Exhibit 21 to the Registration Statement.


 






    	 	12	 



     


    

(p)              
 Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company
is as set forth in each of the Registration Statement, Disclosure Package and the Prospectus (other than for subsequent issuances,
if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding
options or warrants described in the Disclosure Package and Prospectus, as the case may be). The Securities conform, and, when
issued and delivered as provided in this Agreement, the Securities will conform, in all material respects to the description thereof
contained in each of the Disclosure Package and Prospectus. All of the issued and outstanding shares of capital stock have been
duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with federal and state
securities laws. None of the outstanding shares of capital stock was issued in violation of any preemptive rights, rights of first
refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding
options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible
into or exchangeable or exercisable for, any capital stock of the Company other than those accurately described in the Disclosure
Package and the Prospectus. The description of the Company’s stock option and other stock plans or arrangements, and the
options or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus accurately and fairly presents
the information required to be shown with respect to such plans, arrangements, options and rights.


 


(q)              
Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. The Company is not in
violation of its certificate of incorporation, or bylaws or in default (or, with the giving of notice or lapse of time, would be
in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise,
lease or other instrument to which it is a party or by which it may be bound (including, without limitation, any agreement or contract
filed as an exhibit to the Registration Statement or to which any of the property or assets of the Company are subject (each, an
“Existing Instrument”)), except for such Defaults as could not, individually or in the aggregate, result in
a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and consummation of the transactions
contemplated hereby and by the Disclosure Package and the Prospectus (i) have been duly authorized by all necessary corporate action
and will not result in any violation of the provisions of the certificate of incorporation or bylaws of the Company, (ii) will
not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance
upon any property or assets of the Company pursuant to, or require the consent of any other party to, any Existing Instrument and
(iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the
Company. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental
or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and
consummation of the transactions contemplated hereby and by the Disclosure Package and the Prospectus, except the registration
or qualification of the Units under the Securities Act and applicable state securities or blue sky laws and from the Financial
Industry Regulatory Authority (“FINRA”).


 






    	 	13	 



     


    

(r)                
 No Material Actions or Proceedings. Except as otherwise disclosed in the Disclosure Package and the Prospectus,
there are no legal or governmental actions, suits or proceedings pending or, to the Company’s knowledge, threatened (i) against
or affecting the Company, (ii) which have as the subject thereof any officer or director (in such capacities) of, or property
owned or leased by, the Company or (iii) relating to environmental or discrimination matters, where in any such case (A) there
is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company and (B) any such
action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or
adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees
of the Company exists or, to the Company’s knowledge, is threatened or imminent.


 


(s)               
 Intellectual Property Rights. The Company owns, possesses or licenses, and otherwise has legally enforceable rights
to use all patents, patent applications, trademarks, trade names, copyrights, domain names, licenses, approvals and trade secrets
(collectively, “Intellectual Property Rights”) reasonably necessary to conduct its business as now conducted
or, otherwise, as disclosed in the Registration Statement, the Disclosure Package and the Prospectus; and the expected expiration
of any of such Intellectual Property Rights would not be expected to result in a Material Adverse Change. The Company has not received
any written notice of infringement or conflict with asserted Intellectual Property Rights of others. The Company is not a party
to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity
that are required to be set forth in the Disclosure Package and the Prospectus and are not described in all material respects.
None of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual
obligation binding on the Company or, to the Company’s knowledge, any of their respective officers, directors or employees
or otherwise in violation of the rights of any persons. The Company is not subject to any judgment, order, writ, injunction or
decree of any court or any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, or any arbitrator, nor has it entered into nor is it a party to any agreement made in settlement
of any pending or threatened litigation, which materially restricts or impairs its use of any Intellectual Property Rights. The
Company has taken reasonable and customary actions to protect its rights in confidential information and trade secrets and to protect
any confidential information provided to it by any other person.


 


(t)                
 All Necessary Permits, etc. The Company possesses such valid and current certificates, authorizations or permits
(“Permits”) issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct
its business, and the Company has not received any notice of proceedings relating to the revocation or modification of, or non-compliance
with, any such certificate, authorization or permit, except where the failure to have any such Permits would not reasonably be
expected to result in a Material Adverse Change.


 






    	 	14	 



     


    

(u)              
 Title to Properties. The Company has good and marketable title to all the properties and assets reflected as owned
by it in the financial statements referred to in Section 1(n) above (or elsewhere in the Disclosure Package and the Prospectus),
in each case free and clear of any security interest, mortgage, lien, encumbrance, equity, adverse claim or other defect, except
such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or
proposed to be made of such property by the Company. The real property, improvements, equipment and personal property held under
lease by the Company are held under valid and enforceable leases, with such exceptions as are not material and do not materially
interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company.


 


(v)              
 Tax Law Compliance. The Company has filed all necessary federal, state and foreign income and franchise tax returns
or has timely and properly filed requested extensions thereof and has paid all taxes required to be paid by it and, if due and
payable, any related or similar assessment, fine or penalty levied against it. The Company has made adequate charges, accruals
and reserves in the applicable financial statements referred to in Section 1(n) above in respect of all federal, state and foreign
income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.


 


(w)            
 Company Not an “Investment Company.” The Company is not, and after giving effect to payment for the
Units and the application of the proceeds as contemplated under the caption “Use of Proceeds” in each of the Disclosure
Package and the Prospectus will not be, required to register as an “investment company” within the meaning of the Investment
Company Act of 1940, as amended (the “Investment Company Act”), and will conduct its business in a manner so
that it will not become subject to registration under the Investment Company Act.


 


(x)              
 Insurance. The Company is insured by institutions believed to be recognized, financially sound and reputable, with
policies in such amounts and with such deductibles and covering such risks as the Company reasonably believes are adequate and
customary for its business including, but not limited to, policies covering real and personal property owned or leased by the Company
against theft, damage, destruction and acts of vandalism. The Company reasonably believes that it will be able (i) to renew its
existing insurance coverage as and when such policies expire or (ii) to obtain comparable coverage from similar institutions as
may be necessary or appropriate to conduct its business as now conducted. The Company has not been denied any insurance coverage
which it has sought or for which it has applied.


 


(y)              
 No Price Stabilization or Manipulation. The Company has not taken and will not take, directly or indirectly, any
action designed to, or that might be reasonably expected to cause or result in, stabilization or manipulation of the price of any
securities of the Company to facilitate the sale or resale of the Units.


 






    	 	15	 



     


    

(z)               
 Related Party Transactions. There are no business relationships or related-party transactions involving the Company
or any other person required to be described or filed in the Registration Statement, or described in the Disclosure Package or
the Prospectus, that have not been described as required.


 


(aa)           
 Disclosure Controls and Procedures. The Company has established and maintains disclosure controls and procedures
(as such term is defined in Rule 13a-15(e) of the Exchange Act Regulations), which (i) are designed to ensure that material information
relating to the Company is made known to the Company’s principal executive officer and its principal financial officer by
others within the Company, (ii) will be evaluated for effectiveness as of the end of each fiscal quarter and fiscal year of the
Company and (iii) are effective in all material respects to perform the functions for which they were established. Except as set
forth in the Registration Statement, the Disclosure Package and the Prospectus, the Company is not aware of (a) any significant
deficiency in the design or operation of internal controls which could adversely affect the Company’s ability to record,
process, summarize and report financial data or any material weaknesses in internal controls or (b) any fraud, whether or not material,
that involves management or other employees who have a significant role in the Company’s internal controls.


 


(bb)          
 Company’s Accounting System. The Company maintains a system of accounting controls sufficient to provide reasonable
assurances that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions
are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability
for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and
(iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is
taken with respect to any differences.


 


(cc)           
 Money Laundering Law Compliance. The operations of the Company are and have been conducted at all times in material
compliance with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as
amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act of 2001 (USA PATRIOT Act), and the applicable anti-money laundering statutes of jurisdictions where the Company conducts
business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered
or enforced by any competent governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action,
suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company with
respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.


 


(dd)         
 OFAC. (i) Neither the Company, its subsidiaries, nor any director, officer, or employee of the Company, nor, to
the Company’s knowledge, any agent, affiliate or person acting on behalf of the Company or any of its subsidiaries, is an
individual or entity (referred to in this section as a “Person”) that is, or is owned or controlled by a Person
that is:


 






    	 	16	 



     


    

(A)       the
subject or target of any sanctions administered or enforced by the U.S. government (including, without limitation, the U.S. Department
of Treasury’s Office of Foreign Assets Control (“OFAC”) or the U.S. Department of State and including,
without limitation, the designation as a “specially designated national” or “blocked person”), the United
Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively,
“Sanctions”), nor


 


(B)       located,
organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Cuba, Iran, North
Korea, Sudan, Syria and Crimea).


 


(ii) The Company will not, directly or indirectly,
use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture
partner or other Person:


 


(A)       to
fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding
or facilitation, is the subject of Sanctions; or


 


(B)       in
any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering,
whether as Placement Agent, advisor, investor or otherwise).


 


(iii) For the past five years, the Company has
not knowingly engaged in, and is not now knowingly engaged in, any dealings or transactions with any Person, or in any country
or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.


 


(ee)           
 ERISA Compliance. The Company and any “employee benefit plan” (as defined under the Employee Retirement
Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”))
established or maintained by the Company or its “ERISA Affiliates” (as defined below) are in compliance in all
material respects with ERISA. “ERISA Affiliate” means, with respect to the Company, any member of any group
of organizations described in Section 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amended, and the regulations
and published interpretations thereunder (the “Code”) of which the Company is a member. No “reportable
event” (as defined under ERISA) has occurred or is reasonably expected to occur with respect to any “employee benefit
plan” established or maintained by the Company or any of its ERISA Affiliates. No “employee benefit plan” established
or maintained by the Company or any of its ERISA Affiliates, if such “employee benefit plan” were terminated, would
have any “amount of unfunded benefit liabilities” (as defined under ERISA). Neither the Company nor any of its ERISA
Affiliates has incurred or reasonably expects to incur any liability under (i) Title IV of ERISA with respect to termination of,
or withdrawal from, any “employee benefit plan” or (ii) Section 412, 4971, 4975 or 4980B of the Code. Each “employee
benefit plan” established or maintained by the Company or any of its ERISA Affiliates that is intended to be qualified under
Section 401(a) of the Code is so qualified, and nothing has occurred, whether by action or failure to act, which would cause the
loss of such qualification.


 






    	 	17	 



     


    

(ff)            
 Compliance with Sarbanes-Oxley Act of 2002. There is and has been no failure on the part of the Company or, to the
Company’s knowledge, any of the Company’s directors or officers, in their capacities as such, to comply in all material
respects with any provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith
(the “Sarbanes-Oxley Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.


 


(gg)          
 Accuracy of Exhibits. There are no contracts or documents which are required to be described in the Registration
Statement, the Disclosure Package or the Prospectus or to be filed as exhibits to the Registration Statement which have not been
so described in all material respects and filed as required.


 


(hh)          
 Environmental Laws. Neither the Company nor any of its Subsidiaries is in violation in any material respect of any
applicable federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any
judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment,
relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water,
groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the
release or threatened release of hazardous chemicals, pollutants, contaminants, hazardous wastes, toxic substances, hazardous substances,
petroleum or petroleum products, asbestos-containing materials or toxic mold (collectively, “Hazardous Materials”)
or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials
(collectively, “Environmental Laws”), the Company and its Subsidiaries have all permits, authorizations and
approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of their real property
and are each in compliance with their requirements, there are no pending or, to the Company’s knowledge, threatened administrative,
regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, proceedings
or, to the Company’s knowledge, investigations relating to any Environmental Law against the Company or any of its Subsidiaries
and to the Company’s knowledge, there are no events or circumstances that would reasonably be expected to form the basis
of an order for clean-up or remediation, or an action, suit or proceeding by any private party or Governmental Entity, against
or affecting the Company or any of its Subsidiaries relating to Hazardous Materials or any Environmental Laws.


 


(ii)              
Statistical and Market-Related Data. Any statistical and market-related data included in the Registration Statement,
the Disclosure Package or the Prospectus are based on or derived from sources that the Company believes, after reasonable inquiry,
to be reliable and accurate in all material respects and, to the extent required, the Company has obtained the written consent
to the use of such data from such sources.


 






    	 	18	 



     


    

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


 


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


 


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


 


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


 


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


 






    	 	19	 



     


    

(e)               
Access to Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents
(including all exhibits and schedules thereto); the reports, schedules, forms, statements and other documents filed by the Company
under the Securities Act and Exchange Act, including pursuant to Section 13(a) or 15(d) thereof; and the Disclosure Package and
the Prospectus, and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers
from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks
of investing in the Securities; (ii) access to information about the Company and its financial condition, results of operations,
business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to
obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary
to make an informed investment decision with respect to the investment.  Such Purchaser acknowledges and agrees that neither
the Placement Agent nor any Affiliate of the Placement Agent has provided such Purchaser with any information or advice with respect
to the Securities nor is such information or advice necessary or desired.  Neither the Placement Agent nor any Affiliate has
made or makes any representation as to the Company or the quality of the Securities and the Placement Agent and any Affiliate may
have acquired non-public information with respect to the Company which such Purchaser agrees need not be provided to it. 
In connection with the issuance of the Securities to such Purchaser, neither the Placement Agent nor any of its Affiliates has
acted as a financial advisor or fiduciary to such Purchaser.


 


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


 


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


 






    	 	20	 



     


    

ARTICLE IV.

OTHER AGREEMENTS OF THE PARTIES


 


4.1             
Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration
statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise after six
months, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the
date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant
Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately
notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly
notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares
(it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell,
any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts
to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares
effective during the term of the Warrants.


 


4.2             
Furnishing of Information. Until the earliest of the time that (i) no Purchaser owns Securities or (ii) the Warrants
have expired, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace
period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company
is not then subject to the reporting requirements of the Exchange Act.


 


4.3             
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 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 stockholder approval prior to the closing
of such other transaction unless stockholder approval is obtained before the closing of such subsequent transaction.


 


4.4             
Securities Laws Disclosure; Publicity. The Company shall (a) by 9:00 a.m. (New York City time) on the Trading Day
immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby,
and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission within
the time required by the Exchange Act. From and after the issuance of such press release, the Company represents to the Purchasers
that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or
any of 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 press release, the Company acknowledges
and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company,
any of 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 each Purchaser shall consult with
each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor
any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the
Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any
press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required
by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or
communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the
name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent
of such Purchaser, except (a) as required by federal securities law in connection with the filing of final Transaction Documents
with the Commission and (b) to the extent such disclosure is required by law, Trading Market regulations or FINRA.


 






    	 	21	 



     


    

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


 


4.6             
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 any Purchaser or its agents or counsel with any information that constitutes,
or the Company reasonably believes constitutes, material non-public information, unless prior thereto such Purchaser shall have
consented to the receipt of such information and agreed with the Company to keep such information confidential. The Company understands
and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company.
To the extent that the Company delivers any material, non-public information to a Purchaser without such Purchaser’s consent,
the Company hereby covenants and agrees that such Purchaser shall not have any duty of confidentiality to the Company, any of its
Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates, or a duty 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 Purchaser shall remain subject to applicable law. To the extent that any
notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the Company
or any Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form
8-K. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions
in securities of the Company.


 






    	 	22	 



     


    

4.7             
Use of Proceeds. The Company shall use the net proceeds from the sale of the Securities hereunder as set forth in
the Registration Statement, the Disclosure Package and the Prospectus.


 


4.8             
Reservation of Common Stock. As of the date hereof, the Company has reserved and the Company shall continue to reserve
and keep available at all times, free of preemptive rights, a sufficient number of shares of Common Stock for the purpose of enabling
the Company to issue Shares pursuant to this Agreement and Warrant Shares pursuant to any exercise of the Warrants.


 


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


 


4.10         
Subsequent Equity Sales.


 


(a)               
From the date hereof until 90 days after the Closing Date, neither the Company nor any Subsidiary shall issue, enter into
any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents.


 


(b)              
Notwithstanding the foregoing, this Section 4.10 shall not apply in respect of an Exempt Issuance.


 


4.11         
Equal Treatment of Purchasers. No consideration (including any modification of any Transaction Document) shall be
offered or paid to any Person to amend or consent to a waiver or modification of any provision of this Agreement unless the same
consideration is also offered to all of the parties to this Agreement. For clarification purposes, this provision constitutes a
separate right granted to each Purchaser by the Company and negotiated separately by each Purchaser, and is intended for the Company
to treat the Purchasers as a class and shall not in any way be construed as the Purchasers acting in concert or as a group with
respect to the purchase, disposition or voting of Securities or otherwise.


 






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4.12         
Certain Transactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants
that neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales,
including Short Sales of any of the Company’s securities during the period commencing with the execution of this Agreement
and ending at such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial
press release as described in Section 4.4.  Each Purchaser, severally and not jointly
with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed
by the Company pursuant to the initial press release as described in Section 4.4, such Purchaser will maintain the confidentiality
of the existence and terms of this transaction.  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         
Exercise Procedures. The form of Notice of Exercise included in the Warrants set
forth the totality of the procedures required of the Purchasers in order to exercise the Warrants. No additional legal opinion,
other information or instructions shall be required of the Purchasers to exercise their Warrants. Without limiting the preceding
sentences, no ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee
or notarization) of any Notice of Exercise form be required in order to exercise the Warrants. The Company shall honor exercises
of the Warrants and shall deliver Warrant Shares in accordance with the terms, conditions and time periods set forth in the Transaction
Documents.


 


ARTICLE V.

MISCELLANEOUS


 


5.1             
Termination.  This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder
only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the
other parties, if the Closing has not been consummated on or before [●], 2017; provided, however, that no such
termination will affect the right of any party to sue for any breach by any other party (or parties).


 


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


 






    	 	24	 



     


    

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


 


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


 


5.5             
Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a
written instrument signed, in the case of an amendment, by the Company and Purchasers which purchased at least 50.1% in interest
of the Shares based on the initial Subscription Amounts hereunder or, in the case of a waiver, by the party against whom enforcement
of any such waived provision is sought, provided that if any amendment, modification or waiver disproportionately and adversely
impacts a Purchaser (or group of Purchasers), the consent of such disproportionately impacted Purchaser (or group of Purchasers)
shall also be required. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall
be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition
or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise
of any such right. Any proposed amendment or waiver that disproportionately, materially and adversely affects the rights and obligations
of any Purchaser relative to the comparable rights and obligations of the other Purchasers shall require the prior written consent
of such adversely affected Purchaser. Any amendment effected in accordance with this Section 5.5 shall be binding upon each Purchaser
and holder of Securities and the Company.


 


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.


 






    	 	25	 



     


    

5.7             
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors
and permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written
consent of each Purchaser (other than by merger). Any Purchaser may assign any or all of its rights under this Agreement to any
Person to whom such Purchaser assigns or transfers any 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 “Purchasers.”


 


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


 


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


 


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.


 






    	 	26	 



     


    

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


 


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


 


5.14         
Replacement of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen
or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in
the case of mutilation), or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence
reasonably satisfactory to the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under
such circumstances shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance
of such replacement Securities.


 


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.


 






    	 	27	 



     


    

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


 


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


 


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 Business Day, then such action may be taken or such right may be exercised
on the next succeeding Business 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.


 






    	 	28	 



     


    

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 WAIVES FOREVER TRIAL BY JURY. 


 


 


 


(Signature Pages Follow)


 


 


 


 


 


 


 






    	 	29	 



     


    

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


 


 


	
        ADOMANI, INc.

         

         
	Address for Notice:
	
        By:__________________________________________

        Name:

        Title:

         

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

        E-Mail:

        Fax:

	
         

         

         

         
	 


 


 


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK


SIGNATURE PAGE FOR PURCHASER FOLLOWS]


 


 


 


 


 






    	 	30	 



     


    

[PURCHASER SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT]


 


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


 


Name of Purchaser: ________________________________________________________


Signature of Authorized Signatory of Purchaser: _________________________________


Name of Authorized Signatory: _______________________________________________


Title of Authorized Signatory: ________________________________________________


Email Address of Authorized Signatory:_________________________________________


Facsimile Number of Authorized Signatory: __________________________________________


Address for Notice to Purchaser:


 


 


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


 


 


 


Subscription Amount: $_________________


 


Shares: _________________


 


Warrant Shares: __________________


 


EIN Number: _______________________


 


 


 


 


 






    	 	31	 



     


    

o Notwithstanding anything
contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities
set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such
securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall
occur on the second (2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated
by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed
of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall
instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument,
certificate or the like or purchase price (as applicable) to such other party on the Closing Date.


 


 


 


 


 


 


 


 






    	 	32	 



     


    

SCHEDULE A


 


Pricing Terms


 


Price per Unit to public: $[•]


 


Placement Agent’s Fee per Unit: $[•]


 


 


 


 


 


 


 


 






     


     


    

EXHIBIT A


 


Form of Warrant