Exhibit 10.1


 


PURCHASE AGREEMENT


 


PURCHASE AGREEMENT
(the “Agreement”), dated as of August 2, 2021, by and between AMESITE INC., a Delaware corporation (the “Company”),
and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).


 


WHEREAS: 


 


Subject to the terms and conditions
set forth in this Agreement, the Company wishes to sell to the Investor, and the Investor wishes to buy from the Company, up to Sixteen
Million Five Hundred Thousand Dollars ($16,500,000) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”).
The shares of Common Stock to be purchased hereunder (including, without limitation, the Initial Purchase Shares (as defined herein))
are referred to herein as the “Purchase Shares.”


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


 


1. CERTAIN
DEFINITIONS. 


 


For purposes of this Agreement,
the following terms shall have the following meanings:


 


(a) “Accelerated
Purchase Date” means, with respect to any Accelerated Purchase made pursuant to Section 2(c) hereof, the Business Day
immediately following the applicable Purchase Date with respect to the corresponding Regular Purchase referred to in clause (i) of the
second sentence of Section 2(c) hereof.


 


(b) “Accelerated
Purchase Minimum Price Threshold” means, with respect to any Accelerated Purchase made pursuant to Section 2(c) hereof,
the greater of (i) seventy-five percent (75%) of the Closing Sale Price of the Common Stock on the applicable Purchase Date with respect
to the corresponding Regular Purchase referred to in clause (i) of the second sentence of Section 2(c) hereof and (ii) the minimum
per share price threshold set forth by the Company in the applicable Accelerated Purchase Notice.


 


(c) “Accelerated
Purchase Notice” means, with respect to an Accelerated Purchase made pursuant to Section 2(c) hereof, an irrevocable
written notice from the Company to the Investor directing the Investor to purchase the number of Purchase Shares specified by the Company
therein as the Accelerated Purchase Share Amount to be purchased by the Investor (such specified Accelerated Purchase Share Amount subject
to adjustment in accordance with Section 2(c) hereof as necessary to give effect to the Purchase Share amount limitations applicable
to such Accelerated Purchase Share Amount as set forth in this Agreement) at the applicable Accelerated Purchase Price on the applicable
Accelerated Purchase Date for such Accelerated Purchase.


 


(d) “Accelerated
Purchase Price” means, with respect to an Accelerated Purchase made pursuant to Section 2(c) hereof, ninety-five percent
(95%) of the lower of (i) the VWAP for the period beginning at 9:30:01 a.m., Eastern time, on the applicable Accelerated Purchase Date,
or such other time publicly announced by the Principal Market as the official open (or commencement) of trading on the Principal Market
on such applicable Accelerated Purchase Date (the “Accelerated Purchase Commencement Time”), and ending at the earliest
of (A) 4:00:00 p.m., Eastern time, on such applicable Accelerated Purchase Date, or such other time publicly announced by the Principal
Market as the official close of trading on the Principal Market on such applicable Accelerated Purchase Date, (B) such time, from and
after the Accelerated Purchase Commencement Time for such Accelerated Purchase, that the total number (or volume) of shares of Common
Stock traded on the Principal Market has exceeded the applicable Accelerated Purchase Share Volume Maximum, and (C) such time, from and
after the Accelerated Purchase Commencement Time for such Accelerated Purchase, that the Sale Price has fallen below the applicable Accelerated
Purchase Minimum Price Threshold (such earliest of (i)(A), (i)(B) and (i)(C) above, the “Accelerated Purchase Termination Time”),
and (ii) the Closing Sale Price of the Common Stock on such applicable Accelerated Purchase Date (to be appropriately adjusted for any
applicable reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).


 






     


     


    

 


(e) “Accelerated
Purchase Share Amount” means, with respect to an Accelerated Purchase made pursuant to Section 2(c) hereof, the number
of Purchase Shares directed by the Company to be purchased by the Investor in an Accelerated Purchase Notice, which number of Purchase
Shares shall not exceed the lesser of (i) 300% of the number of Purchase Shares directed by the Company to be purchased by the Investor
pursuant to the corresponding Regular Purchase Notice for the corresponding Regular Purchase referred to in clause (i) of the second sentence
of Section 2(c) hereof (such corresponding Regular Purchase being subject to the Purchase Share limitations contained in Section
2(b) hereof) and (ii) an amount equal to (A) the Accelerated Purchase Share Percentage multiplied by (B) the total number (or volume)
of shares of Common Stock traded on the Principal Market during the period on the applicable Accelerated Purchase Date beginning at the
Accelerated Purchase Commencement Time for such Accelerated Purchase and ending at the Accelerated Purchase Termination Time for such
Accelerated Purchase.


 


(f) “Accelerated
Purchase Share Percentage” means, with respect to an Accelerated Purchase made pursuant to Section 2(c) hereof, thirty
percent (30%).


 


(g) “Accelerated
Purchase Share Volume Maximum” means, with respect to an Accelerated Purchase made pursuant to Section 2(c) hereof, a
number of shares of Common Stock equal to (i) the number of Purchase Shares specified by the Company in the applicable Accelerated Purchase
Notice as the Accelerated Purchase Share Amount to be purchased by the Investor in such Accelerated Purchase, divided by (ii) the Accelerated
Purchase Share Percentage (to be appropriately adjusted for any applicable reorganization, recapitalization, non-cash dividend, stock
split, reverse stock split or other similar transaction).


 


(h) “Additional
Accelerated Purchase Date” means, with respect to an Additional Accelerated Purchase made pursuant to Section 2(d) hereof,
the Business Day (i) that is the Accelerated Purchase Date with respect to the corresponding Accelerated Purchase referred to in clause
(i) of the proviso in the second sentence of Section 2(d) hereof and (ii) on which the Investor receives, prior to 1:00 p.m., Eastern
time, on such Business Day, a valid Additional Accelerated Purchase Notice for such Additional Accelerated Purchase in accordance with
this Agreement.


 


(i) “Additional
Accelerated Purchase Minimum Price Threshold” means, with respect to an Additional Accelerated Purchase made pursuant to Section
2(d) hereof, the greater of (i) seventy-five percent (75%) of the Closing Sale Price of the Common Stock on the Business Day immediately
preceding the applicable Additional Accelerated Purchase Date with respect to such Additional Accelerated Purchase and (ii) the minimum
per share price threshold set forth by the Company in the applicable Additional Accelerated Purchase Notice.


 


(j) “Additional
Accelerated Purchase Notice” means, with respect to an Additional Accelerated Purchase made pursuant to Section 2(d)
hereof, an irrevocable written notice from the Company to the Investor directing the Investor to purchase the number of Purchase Shares
specified by the Company therein as the Additional Accelerated Purchase Share Amount to be purchased by the Investor (such specified Additional
Accelerated Purchase Share Amount subject to adjustment in accordance with Section 2(d) hereof as necessary to give effect to the
Purchase Share amount limitations applicable to such Additional Accelerated Purchase Share Amount as set forth in this Agreement) at the
applicable Additional Accelerated Purchase Price on the applicable Additional Accelerated Purchase Date for such Additional Accelerated
Purchase.


 






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(k) “Additional
Accelerated Purchase Price” means, with respect to an Additional Accelerated Purchase made pursuant to Section 2(d) hereof,
ninety-five percent (95%) of the lower of (i) the VWAP for the period on the applicable Additional Accelerated Purchase Date, beginning
at the latest of (A) the applicable Accelerated Purchase Termination Time with respect to the corresponding Accelerated Purchase referred
to in clause (i) of the proviso in the second sentence of Section 2(d) hereof on such Additional Accelerated Purchase Date, (B)
the applicable Additional Accelerated Purchase Termination Time with respect to the most recently completed prior Additional Accelerated
Purchase on such Additional Accelerated Purchase Date, as applicable, and (C) the time at which all Purchase Shares subject to all prior
Accelerated Purchases and Additional Accelerated Purchases (as applicable), including, without limitation, those that have been effected
on the same Business Day as the applicable Additional Accelerated Purchase Date with respect to which the applicable Additional Accelerated
Purchase relates, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement (such latest of (i)(A),
(i)(B) and (i)(C) above, the “Additional Accelerated Purchase Commencement Time”), and ending at the earliest of (X)
4:00 p.m., Eastern time, on such Additional Accelerated Purchase Date, or such other time publicly announced by the Principal Market as
the official close of trading on the Principal Market on such Additional Accelerated Purchase Date, (Y) such time, from and after the
Additional Accelerated Purchase Commencement Time for such Additional Accelerated Purchase, that the total number (or volume) of shares
of Common Stock traded on the Principal Market has exceeded the applicable Additional Accelerated Purchase Share Volume Maximum, and (Z)
such time, from and after the Additional Accelerated Purchase Commencement Time for such Additional Accelerated Purchase, that the Sale
Price has fallen below the applicable Additional Accelerated Purchase Minimum Price Threshold (such earliest of (i)(X), (i)(Y) and (i)(Z)
above, the “Additional Accelerated Purchase Termination Time”), and (ii) the Closing Sale Price of the Common Stock
on such Additional Accelerated Purchase Date (to be appropriately adjusted for any applicable reorganization, recapitalization, non-cash
dividend, stock split, reverse stock split or other similar transaction).


 


(l) “Additional
Accelerated Purchase Share Amount” means, with respect to an Additional Accelerated Purchase made pursuant to Section 2(d)
hereof, the number of Purchase Shares directed by the Company to be purchased by the Investor on an Additional Accelerated Purchase Notice,
which number of Purchase Shares shall not exceed the lesser of (i) 300% of the number of Purchase Shares directed by the Company to be
purchased by the Investor pursuant to the corresponding Regular Purchase Notice for the corresponding Regular Purchase referred to in
clause (i) of the proviso in the second sentence of Section 2(d) hereof (such corresponding Regular Purchase being subject to the
Purchase Share limitations contained in Section 2(b) hereof) and (ii) an amount equal to (A) the Additional Accelerated Purchase
Share Percentage multiplied by (B) the total number (or volume) of shares of Common Stock traded on the Principal Market during the period
on the applicable Additional Accelerated Purchase Date beginning at the Additional Accelerated Purchase Commencement Time for such Additional
Accelerated Purchase and ending at the Additional Accelerated Purchase Termination Time for such Additional Accelerated Purchase.


 


(m) “Additional
Accelerated Purchase Share Percentage” means, with respect to an Additional Accelerated Purchase made pursuant to Section
2(d) hereof, thirty percent (30%).


 






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(n) “Additional
Accelerated Purchase Share Volume Maximum” means, with respect to an Additional Accelerated Purchase made pursuant to Section
2(d) hereof, a number of shares of Common Stock equal to (i) the number of Purchase Shares specified by the Company in the applicable
Additional Accelerated Purchase Notice as the Additional Accelerated Purchase Share Amount to be purchased by the Investor in such Additional
Accelerated Purchase, divided by (ii) the Additional Accelerated Purchase Share Percentage (to be appropriately adjusted for any applicable
reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).


 


(o) “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. 


 


(p) “Alternate
Adjusted Regular Purchase Share Limit” means, with respect to a Regular Purchase made pursuant to Section 2(b) hereof,
the maximum number of Purchase Shares which, taking into account the applicable per share Purchase Price therefor calculated in accordance
with this Agreement, would enable the Company to deliver to the Investor, on the applicable Purchase Date for such Regular Purchase, a
Regular Purchase Notice for a Purchase Amount equal to, or as closely approximating without exceeding, One Hundred Fifty Thousand Dollars
($150,000).


 


(q)  “Available
Amount” means, initially, Sixteen Million Five Hundred Thousand Dollars ($16,500,000) in the aggregate, which amount shall be
reduced by the Purchase Amount each time the Investor purchases Purchase Shares pursuant to Section 2 hereof.


 


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


 


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


 


(t) “Base
Price” means a price per Purchase Share equal to the sum of (i) the Signing Market Price and (ii) $0.0793 (subject to adjustment
for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction that occurs
on or after the date of this Agreement).


 


(u) “Business
Day” means any day on which the Principal Market is open for trading, including any day on which the Principal Market is open
for trading for a period of time less than the customary time.


 


(v) “Closing
Sale Price” means, for any security as of any date, the last closing sale price for such security on the Principal Market as
reported by the Principal Market.


 






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(w) “Confidential
Information” means any information disclosed by either party to the other party, either directly or indirectly, in writing,
orally or by inspection of tangible objects (including, without limitation, documents, prototypes, samples, plant and equipment), which
is designated as “Confidential,” “Proprietary” or some similar designation. Information communicated orally shall
be considered Confidential Information if such information is confirmed in writing as being Confidential Information within ten (10) Business
Days after the initial disclosure. Confidential Information may also include information disclosed to a disclosing party by third parties.
Confidential Information shall not, however, include any information which (i) was publicly known and made generally available in the
public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after
disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (iii) is already in the
possession of the receiving party without confidential restriction at the time of disclosure by the disclosing party as shown by the receiving
party’s files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving party from a third party
without a breach of such third party’s obligations of confidentiality; (v) is independently developed by the receiving party without
use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the
receiving party’s possession; or (vi) is required by law to be disclosed by the receiving party, provided that the receiving party
gives the disclosing party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting
the information from public disclosure.


 


(x) “Custodian”
means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.


 


(y) “DTC”
means The Depository Trust Company, or any successor performing substantially the same function for the Company.


 


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


 


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


 


(bb) “Floor Price”
means, with respect to a Regular Purchase made pursuant to Section 2(b) hereof and the Tranche Purchase made pursuant to Section
2(e) hereof, $0.50, which shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split
or other similar transaction and, effective upon the consummation of any such reorganization, recapitalization, non-cash dividend, stock
split or other similar transaction, the Floor Price shall mean the lower of (i) the adjusted price and (ii) $0.50.


 


(cc) “Fully Adjusted
Regular Purchase Share Limit” means, with respect to any reorganization, recapitalization, non-cash dividend, stock split or
other similar transaction from and after the date of this Agreement, the Regular Purchase Share Limit (as defined in Section 2(b) hereof)
in effect on the applicable date of determination, after giving effect to the full proportionate adjustment thereto made pursuant to Section
2(b) hereof for or in respect of such reorganization, recapitalization, non-cash dividend, stock split or other similar transaction.


 


(dd) “Material
Adverse Effect” means any material adverse effect on (i) the enforceability of any Transaction Document, (ii) the
results of operations, assets, business or financial condition of the Company, other than any material adverse effect that resulted exclusively
from (A) any change in the United States or foreign economies or securities or financial markets in general that does not have a
disproportionate effect on the Company, (B) any change that generally affects the industry in which the Company operates that does
not have a disproportionate effect on the Company, (C) any change arising in connection with earthquakes, hostilities, acts of war,
sabotage or terrorism or military actions or any escalation or material worsening of any such hostilities, acts of war, sabotage or terrorism
or military actions existing as of the date hereof, (D) any action taken by the Investor, its Affiliates or its or their successors
and assigns with respect to the transactions contemplated by this Agreement, (E) the effect of any change in applicable laws or accounting
rules that does not have a disproportionate effect on the Company, or (F) any change resulting from compliance with terms of this
Agreement or the consummation of the transactions contemplated by this Agreement, or (iii) the Company’s ability to perform
in any material respect on a timely basis its obligations under any Transaction Document to be performed as of the date of determination.


 






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(ee) “Maturity
Date” means the first day of the month immediately following the twenty-four (24) month anniversary of the Commencement Date.


 


(ff) “PEA Period”
means the period commencing at 9:30 a.m., Eastern time, on the fifth (5th) Business Day immediately prior to the filing of
any post-effective amendment to the Registration Statement (as defined herein) or New Registration Statement (as such term is defined
in the Registration Rights Agreement), and ending at 9:30 a.m., Eastern time, on the Business Day immediately following, the effective
date of any post-effective amendment to the Registration Statement (as defined herein) or New Registration Statement (as such term is
defined in the Registration Rights Agreement).


 


(gg) “Person”
means an individual or entity including but not limited to any limited liability company, a partnership, a joint venture, a corporation,
a trust, an unincorporated organization and a government or any department or agency thereof.


 


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


 


(ii) “Purchase
Amount” means, with respect to the Initial Purchase, the Tranche Purchase, any Regular Purchase, any Accelerated Purchase, and
any Additional Accelerated Purchase made hereunder, as applicable, the portion of the Available Amount to be purchased by the Investor
pursuant to Section 2 hereof.


 


(jj) “Purchase
Date” means, with respect to a Regular Purchase made pursuant to Section 2(b) hereof, the Business Day on which the Investor
receives, after 4:00 p.m., Eastern time, but prior to 5:00 p.m., Eastern time, on such Business Day, a valid Regular Purchase Notice for
such Regular Purchase in accordance with this Agreement.


 


(kk) “Purchase
Notice” means the Tranche Purchase Notice, a Regular Purchase Notice, an Accelerated Purchase Notice or an Additional Accelerated
Purchase Notice with respect to the Tranche Purchase, any Regular Purchase, any Accelerated Purchase or any Additional Accelerated Purchase,
respectively.


 


(ll) “Purchase
Price” means, with respect to a Regular Purchase made pursuant to Section 2(b) hereof, the lower of: (i) the lowest Sale
Price on the Purchase Date for such Regular Purchase and (ii) the arithmetic average of the three (3) lowest Closing Sale Prices for the
Common Stock during the ten (10) consecutive Business Days ending on the Business Day immediately preceding such Purchase Date for such
Regular Purchase (in each case, to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split
or other similar transaction that occurs on or after the date of this Agreement).


 






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(mm) “Regular
Purchase Notice” means, with respect to a Regular Purchase pursuant to Section 2(b) hereof, an irrevocable written notice
from the Company to the Investor directing the Investor to buy a specified number of Purchase Shares (subject to the Purchase Share limitations
contained in Section 2(b) hereof) at the applicable Purchase Price for such Regular Purchase in accordance with this Agreement.


 


(nn) “Sale Price”
means any trade price for the shares of Common Stock on the Principal Market as reported by the Principal Market.


 


(oo) “SEC”
means the U.S. Securities and Exchange Commission.


 


(pp) “Securities”
means, collectively, the Purchase Shares and the Commitment Shares.


 


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


 


(rr)  “Signing
Market Price” means $2.1080, representing the average Nasdaq official closing price of the Common Stock on The Nasdaq Capital
Market (as reflected on Nasdaq.com) for the five (5) consecutive Trading Days ending on the date of this Agreement.


 


(ss) “Subsidiary”
means any Person the Company wholly-owns or controls, or in which the Company, directly or indirectly, owns a majority of the voting stock
or similar voting interest, in each case that would be disclosable pursuant to Item 601(b)(21) of Regulation S-K promulgated under the
Securities Act.


 


(tt) “Trading
Day” means a “trading day,” as such term is used in Rule 5635(d)(1)(A) of the Listing Rules of The Nasdaq Stock
Market LLC.


 


(uu)  “Tranche
Purchase Date” means, with respect to the Tranche Purchase made pursuant to Section 2(e) hereof, the Business Day on
which the Investor receives, after 4:00 p.m., Eastern time, but prior to 5:00 p.m., Eastern time, on such Business Day, a valid Tranche
Purchase Notice that the Investor is to buy Tranche Purchase Shares pursuant to Section 2(e) hereof.


 


(vv) “Tranche
Purchase Notice” means, with respect to the Tranche Purchase pursuant to Section 2(e) hereof, an irrevocable written
notice from the Company to the Investor directing the Investor to buy the Tranche Purchase Shares at the Tranche Purchase Price, calculated
in accordance with this Agreement and specified by the Company therein, on the Tranche Purchase Date.


 


(ww) “Tranche
Purchase Price” means, with respect to the Tranche Purchase made pursuant to Section 2(e) hereof, ninety percent (90%)
of the lower of: (i) the lowest Sale Price on the Tranche Purchase Date for such Tranche Purchase and (ii) the arithmetic average of the
three (3) lowest Closing Sale Prices for the Common Stock during the ten (10) consecutive Business Days ending on the Business Day immediately
preceding the Tranche Purchase Date for such Tranche Purchase (in each case, to be appropriately adjusted for any reorganization, recapitalization,
non-cash dividend, stock split or other similar transaction that occurs on or after the date of this Agreement).


 


(xx)  “Tranche
Purchase Shares” means, with respect to the Tranche Purchase made pursuant to Section 2(e) hereof, the number of Purchase
Shares directed by the Company to be purchased by the Investor in the Tranche Purchase Notice, which number of Purchase Shares shall not
exceed such number of shares equal to the quotient obtained by dividing (i) One Million Dollars ($1,000,000) by (ii) the applicable Tranche
Purchase Price (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar
transaction that occurs on or after the date of this Agreement).


 






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


 


(zz) “Transfer Agent”
means Continental Stock Transfer & Trust Company, or such other Person who is then serving as the transfer agent for the Company in
respect of the Common Stock.


 


(aaa) “VWAP”
means in respect of an Accelerated Purchase Date and an Additional Accelerated Purchase Date, as applicable, the volume weighted average
price of the Common Stock on the Principal Market, as reported on the Principal Market.


 


2. PURCHASE OF COMMON STOCK. 


 


Subject to the terms and conditions
set forth in this Agreement, the Company has the right to sell to the Investor, and the Investor has the obligation to purchase from the
Company, Purchase Shares as follows:


 


(a) Initial
Purchase. On the date of this Agreement, upon the satisfaction of the conditions set forth in Sections 7(I) and 8(I)
hereof, the Company shall issue and sell to the Investor and the Investor shall purchase from the Company (the “Initial Purchase”)
Seven Hundred Fifty Nine Thousand One Hundred Nine (759,109) Purchase Shares (collectively, the “Initial Purchase Shares”)
for aggregate consideration of One Million Five Hundred Thousand Dollars ($1,500,000) (the “Initial Purchase Amount”).


 


(b) Commencement
of Regular Sales of Common Stock. Upon the satisfaction of all of the conditions set forth in Sections 7(II) and 8(II)
hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”)
and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a
Regular Purchase Notice from time to time, to purchase up to Fifty Thousand (50,000) Purchase Shares, subject to adjustment as set forth
below in this Section 2(b) (such maximum number of Purchase Shares, as may be adjusted from time to time, the “Regular
Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase a “Regular Purchase”);
provided, however, that (i) the Regular Purchase Share Limit shall be increased to Seventy-Five Thousand (75,000) Purchase
Shares, if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $3.00, (ii) the Regular Purchase Share
Limit shall be increased to One Hundred Thousand (100,000) Purchase Shares, if the Closing Sale Price of the Common Stock on the applicable
Purchase Date is not below $4.00, and (iii) the Regular Purchase Share Limit shall be increased to One Hundred Fifty Thousand (150,000)
Purchase Shares, if the Closing Sale Price of the Common Stock on the applicable Purchase Date is not below $5.00 (all of which share
and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock
split or other similar transaction; provided that if, after giving effect to the full proportionate adjustment to the Regular Purchase
Share Limit therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to the
Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal
to the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice
on the applicable Purchase Date therefor) equal to or greater than One Hundred Fifty Thousand Dollars ($150,000), the Regular Purchase
Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share
Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be adjusted to equal the applicable Alternate
Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice); and provided, further,
however, that the Investor’s committed obligation under any single Regular Purchase, other than any Regular Purchase with
respect to which an Alternate Adjusted Regular Purchase Share Limit shall apply, shall not exceed One Million Dollars ($1,000,000). If
the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding
sentence, such Regular Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares
set forth in such Regular Purchase Notice exceeds the number of Purchase Shares which the Company is permitted to include in such Purchase
Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular
Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the number of Purchase Shares which
the Company is permitted to include in such Regular Purchase Notice. The Company may deliver a Regular Purchase Notice to the Investor
as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor
Price and (ii) all Purchase Shares subject to all prior Regular Purchases, and, if the Company has elected to effect the Tranche Purchase
pursuant to Section 2(e) prior to such Business Day in accordance with this Agreement, all Tranche Purchase Shares, have theretofore
been received by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver
any Regular Purchase Notices to the Investor during the PEA Period.


 






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(c) Accelerated
Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of
Purchase Shares as described in Section 2(b) above, the Company shall also have the right, but not the obligation, to direct the
Investor, by its delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreement, to purchase
the applicable Accelerated Purchase Share Amount at the applicable Accelerated Purchase Price on the Accelerated Purchase Date therefor
in accordance with this Agreement (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated
Purchase Notice to the Investor only (i) on a Purchase Date on which the Company also properly submitted a Regular Purchase Notice providing
for a Regular Purchase of a number of Purchase Shares not less than the Regular Purchase Share Limit then in effect on such Purchase Date
in accordance with this Agreement (including, without limitation, giving effect to any automatic increase to the Regular Purchase Share
Limit as a result of the Closing Sale Price of the Common Stock exceeding certain thresholds set forth in Section 2(b) above on
such Purchase Date and any other adjustments to the Regular Purchase Share Limit, in each case pursuant to Section 2(b) above),
and (ii) if all Purchase Shares subject to the Tranche Purchase (as applicable) and all Regular Purchases, Accelerated Purchases, Additional
Accelerated Purchases with respect to which the Company shall have delivered a Purchase Notice to the Investor prior to the Regular Purchase
Date referred to in clause (i) hereof (as applicable) have theretofore been received by the Investor as DWAC Shares in accordance with
this Agreement. If the Company delivers any Accelerated Purchase Notice directing the Investor to purchase an amount of Purchase Shares
that exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice,
such Accelerated Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares set
forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include
in such Accelerated Purchase Notice (which shall be confirmed in an Accelerated Purchase Confirmation), and the Investor shall have no
obligation to purchase such excess Purchase Shares in respect of such Accelerated Purchase Notice; provided, however, that
the Investor shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in such
Accelerated Purchase Notice. Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated Purchase,
the Investor shall provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated
Purchase Share Amount and Accelerated Purchase Price for such Accelerated Purchase (each, an “Accelerated Purchase Confirmation”).
Notwithstanding the foregoing, the Company shall not deliver any Accelerated Purchase Notices to the Investor during the PEA Period.


 


(d) Additional
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to
purchases of Purchase Shares as described in Section 2(b) and Section 2(c) above, the Company shall also have the right,
but not the obligation, to direct the Investor, by its timely delivery to the Investor of an Additional Accelerated Purchase Notice on
an Additional Accelerated Purchase Date in accordance with this Agreement, to purchase the applicable Additional Accelerated Purchase
Share Amount at the applicable Additional Accelerated Purchase Price therefor in accordance with this Agreement (each such purchase, an
“Additional Accelerated Purchase”). The Company may deliver multiple Additional Accelerated Purchase Notices to the
Investor on an Additional Accelerated Purchase Date; provided, however, that the Company may deliver an Additional Accelerated
Purchase Notice to the Investor only (i) on a Business Day that is also the Accelerated Purchase Date for an Accelerated Purchase with
respect to which the Company properly submitted to the Investor an Accelerated Purchase Notice in accordance with this Agreement on the
applicable Purchase Date for a Regular Purchase of a number of Purchase Shares not less than the Regular Purchase Share Limit then in
effect in accordance with this Agreement (including, without limitation, giving effect to any automatic increase to the Regular Purchase
Share Limit as a result of the Closing Sale Price of the Common Stock exceeding certain thresholds set forth in Section 2(b) above
on such Purchase Date and any other adjustments to the Regular Purchase Share Limit, in each case pursuant to Section 2(b) above),
and (ii) if all Purchase Shares subject to the Tranche Purchase (as applicable) and all prior Regular Purchases, Accelerated Purchases
and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable
Additional Accelerated Purchase Date with respect to which the applicable Additional Accelerated Purchase relates, in each case have theretofore
been received by the Investor as DWAC Shares in accordance with this Agreement. If the Company delivers any Additional Accelerated Purchase
Notice directing the Investor to purchase an amount of Purchase Shares that exceeds the Additional Accelerated Purchase Share Amount that
the Company is then permitted to include in such Additional Accelerated Purchase Notice, such Additional Accelerated Purchase Notice shall
be void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such Additional Accelerated Purchase
Notice exceeds the Additional Accelerated Purchase Share Amount that the Company is then permitted to include in such Additional Accelerated
Purchase Notice (which shall be confirmed in an Additional Accelerated Purchase Confirmation), and the Investor shall have no obligation
to purchase such excess Purchase Shares in respect of such Additional Accelerated Purchase Notice; provided, however, that
the Investor shall remain obligated to purchase the Additional Accelerated Purchase Share Amount which the Company is permitted to include
in such Additional Accelerated Purchase Notice. Within one (1) Business Day after completion of each Additional Accelerated Purchase Date,
the Investor shall provide to the Company a written confirmation of each Additional Accelerated Purchase on such Additional Accelerated
Purchase Date setting forth the applicable Additional Accelerated Purchase Share Amount and Additional Accelerated Purchase Price for
each such Additional Accelerated Purchase on such Additional Accelerated Purchase Date (each, an “Additional Accelerated Purchase
Confirmation”). Notwithstanding the foregoing, the Company shall not deliver any Additional Accelerated Purchase Notices to
the Investor during the PEA Period.


 






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(e) Tranche
Purchase. Subject to the terms and conditions of this Agreement, from and after the Business Day next following the twentieth (20th)
Business Day after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(b), Section 2(c)
and Section 2(d) above, the Company shall have the right, but not the obligation, to direct the Investor, by the Company’s
one-time delivery to the Investor of the Tranche Purchase Notice on a Tranche Purchase Date, and the Investor thereupon shall have the
obligation, to buy the Tranche Purchase Shares (subject to the limitations below) at the applicable Tranche Purchase Price on the applicable
Tranche Purchase Date (the “Tranche Purchase”); provided, however, that (i) the Company may deliver the
Tranche Purchase Notice to the Investor only on a Tranche Purchase Date on which the Closing Sale Price of the Common Stock is not below
the Floor Price, (ii) the Company may deliver the Tranche Purchase Notice to the Investor only if at least twenty (20) Business Days have
passed since the Commencement Date, (iii) the Company may not deliver to the Investor more than one (1) Tranche Purchase Notice pursuant
to this Agreement, (iv) the Investor’s committed obligation under the Tranche Purchase shall not exceed One Million Dollars ($1,000,000),
and (v) all Purchase Shares subject to all Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases with respect
to which the Company shall have delivered a Purchase Notice to the Investor prior to the applicable Tranche Purchase Date (as applicable)
have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. If the Company delivers the Tranche Purchase
Notice for a number of Tranche Purchase Shares in excess of the limitations contained in the definition of Tranche Purchase Shares and
in this Section 2(e), such Tranche Purchase Notice shall be void ab initio to the extent of the amount by which the number
of Tranche Purchase Shares set forth in such Tranche Purchase Notice exceeds the number of Tranche Purchase Shares which the Company is
permitted to include in such Tranche Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such
excess Purchase Shares in respect of such Tranche Purchase Notice; provided that the Investor shall remain obligated to purchase
the number of Tranche Purchase Shares which the Company is permitted to include in such Tranche Purchase Notice. Notwithstanding the foregoing,
the Company shall not deliver the Tranche Purchase Notice during the PEA Period.


 


(f) Payment
for Purchase Shares. For the Initial Purchase, the Tranche Purchase and each Regular Purchase, the Investor shall pay to the Company
an amount equal to the Purchase Amount with respect to such Regular Purchase, Tranche Purchase and Initial Purchase, respectively, as
full payment for such Purchase Shares via wire transfer of immediately available funds on the same Business Day that the Investor receives
such Purchase Shares, if such Purchase Shares are received by the Investor before 1:00 p.m., Eastern time, or, if such Purchase Shares
are received by the Investor after 1:00 p.m., Eastern time, the next Business Day. For each Accelerated Purchase and each Additional Accelerated
Purchase, the Investor shall pay to the Company an amount equal to the Purchase Amount with respect to such Accelerated Purchase and Additional
Accelerated Purchase, respectively, as full payment for such Purchase Shares via wire transfer of immediately available funds on the second
Business Day following the date that the Investor receives such Purchase Shares. If the Company or the Transfer Agent shall fail for any
reason or for no reason to electronically transfer any Purchase Shares as DWAC Shares in respect of a Regular Purchase, an Accelerated
Purchase, an Additional Accelerated Purchase or the Tranche Purchase (as applicable) within two (2) Business Days following the receipt
by the Company of the Purchase Price, Accelerated Purchase Price, Additional Accelerated Purchase Price and Tranche Purchase Price, respectively,
therefor in compliance with this Section 2(f), and if on or after such Business Day the Investor purchases (in an open market transaction
or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Investor of such Purchase Shares that the Investor anticipated
receiving from the Company in respect of such Tranche Purchase, Regular Purchase, Accelerated Purchase or Additional Accelerated Purchase
(as applicable), then the Company shall, within two (2) Business Days after the Investor’s request, either (i) pay cash to the Investor
in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock
so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Purchase Shares as
DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Purchase Shares as DWAC Shares and
pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total Purchase Amount paid by the Investor
pursuant to this Agreement for all of the Purchase Shares to be purchased by the Investor in connection with such Tranche Purchase, Regular
Purchase, Accelerated Purchase and Additional Accelerated Purchase (as applicable). The Company shall not issue any fraction of a share
of Common Stock upon the Initial Purchase, the Tranche Purchase, or any Regular Purchase, Accelerated Purchase or Additional Accelerated
Purchase. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction
of a share of Common Stock up or down to the nearest whole share. All payments made under this Agreement shall be made in lawful money
of the United States of America or wire transfer of immediately available funds to such account as the Company may from time to time designate
by written notice in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement
is due on any day that is not a Business Day, the same shall instead be due on the next succeeding day that is a Business Day.


 






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(g) Compliance
with Rules of Principal Market.


 


(i) Exchange
Cap. Subject to Section 2(g)(ii) below, the Company shall not issue or sell any shares of Common Stock pursuant to this Agreement,
and the Investor shall not purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after giving
effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement and the transactions contemplated
hereby would exceed 4,210,684 (representing 19.99% of the shares of Common Stock issued and outstanding immediately prior to the execution
of this Agreement), which number of shares shall be (i) reduced, on a share-for-share basis, by the number of shares of Common Stock issued
or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement
under applicable rules of The Nasdaq Stock Market and (ii) appropriately adjusted for any reorganization, recapitalization, non-cash dividend,
stock split or other similar transaction that occurs after the date of this Agreement (such maximum number of shares, the “Exchange
Cap”), unless and until the Company elects to solicit stockholder approval of the issuance of Common Stock as contemplated by
this Agreement, and the stockholders of the Company have in fact approved the issuance of Common Stock as contemplated by this Agreement
in accordance with the applicable rules of The Nasdaq Stock Market. For the avoidance of doubt, the Company may, but shall be under no
obligation to, request its stockholders to approve the issuance of Common Stock as contemplated by this Agreement; provided, that if stockholder
approval is not obtained in accordance with this Section 2(g)(i), the Exchange Cap shall be applicable for all purposes of this
Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 2(g)(ii)
below).


 


(ii) At-Market
Transaction. Notwithstanding Section 2(g)(i) above, the Exchange Cap shall not be applicable for any purposes of this Agreement
and the transactions contemplated hereby, solely to the extent that (and only for so long as) the Average Price shall equal or exceed
the Base Price (it being hereby acknowledged and agreed that the Exchange Cap shall be applicable for all purposes of this Agreement and
the transactions contemplated hereby at all other times during the term of this Agreement, unless the stockholder approval referred to
in Section 2(g)(i) is obtained). The parties acknowledge and agree that the Signing Market Price used to determine the Base Price
hereunder represents the lower of (i) the Nasdaq official closing price of the Common Stock on The Nasdaq Capital Market (as reflected
on Nasdaq.com) on the date of this Agreement and (ii) the average Nasdaq official closing price of the Common Stock on The Nasdaq Capital
Market (as reflected on Nasdaq.com) for the five (5) consecutive Trading Days ending on the date of this Agreement.


 


(iii) General.
The Company shall not issue any shares of Common Stock pursuant to this Agreement if such issuance would reasonably be expected to result
in (A) a violation of the Securities Act or (B) a breach of the rules and regulations of The Nasdaq Stock Market. The provisions of this
Section 2(g) shall be implemented in a manner otherwise than in strict conformity with the terms hereof only if necessary to ensure
compliance with the Securities Act and the rules and regulations of The Nasdaq Stock Market.


 






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(h) Beneficial
Ownership Limitation. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not issue or sell,
and the Investor shall not purchase or acquire, any shares of Common Stock under this Agreement which, when aggregated with
all other shares of Common Stock then beneficially owned by the Investor and its Affiliates (as calculated pursuant to Section 13(d) of
the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by the Investor of more than 9.99%
of the outstanding shares of Common Stock (the “Beneficial Ownership Limitation”). Upon the written or oral request
of the Investor, the Company shall promptly (but not later than 24 hours) confirm orally or in writing to the Investor the number of shares
of Common Stock then outstanding. The Investor and the Company shall each cooperate in good faith in the determinations required hereby
and the application hereof. The Investor’s written certification to the Company of the applicability of the Beneficial Ownership
Limitation, and the resulting effect thereof hereunder at any time, shall be conclusive with respect to the applicability thereof and
such result absent manifest error.


 


3. INVESTOR’S
REPRESENTATIONS AND WARRANTIES.


 


The Investor represents and
warrants to the Company that as of the date hereof and as of the Commencement Date:


 


(a) Investment
Purpose. The Investor is acquiring the Securities as principal for its own account and not with a view to or for distributing
or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present
intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no
direct or indirect arrangement or understandings with any other Persons to distribute or regarding the distribution of such Securities
in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting the Investor’s
right to sell the Securities at any time pursuant to the Registration Statement described herein or otherwise in compliance with applicable
federal and state securities laws).  The Investor is acquiring the Securities hereunder in the ordinary course of its business.


 


(b) Accredited
Investor Status. The Investor is an “accredited investor” as that term is defined in Rule 501(a)(3) of Regulation D promulgated
under the Securities Act.


 


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


 


(d) Information.
The Investor understands that its investment in the Securities involves a high degree of risk. The Investor (i) is able to bear the economic
risk of an investment in the Securities including a total loss thereof, (ii) has such knowledge and experience in financial and business
matters that it is capable of evaluating the merits and risks of the proposed investment in the Securities and (iii) has had an opportunity
to ask questions of and receive answers from the officers of the Company concerning the financial condition and business of the Company
and other matters related to an investment in the Securities. Neither such inquiries nor any other due diligence investigations conducted
by the Investor or its representatives shall modify, amend or affect the Investor’s right to rely on the Company’s representations and
warranties contained in Section 4 below. The Investor has sought such accounting, legal and tax advice from its own independent advisors
as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities and is not relying
on any accounting, legal, tax or other advice from the Company, its officers, directors, representatives or advisors.


 






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(e) No
Governmental Review. The Investor understands that no U.S. federal or state agency or any other government or governmental agency
has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of an investment in the Securities
nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


(f) Transfer
or Sale. The Investor understands that (i) the Securities may not be offered for sale, sold, assigned or transferred unless (A) registered
pursuant to the Securities Act or (B) an exemption exists permitting such Securities to be sold, assigned or transferred without such
registration; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and
further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom
the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some
other exemption under the Securities Act or the rules and regulations of the SEC thereunder.


 


(g) Validity;
Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Investor and is a valid
and binding agreement of the Investor enforceable against the Investor in accordance with its terms, subject as to enforceability to general
principles of equity and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating
to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.


 


(h) Residency.
The Investor is a resident of the State of Illinois.


 


(i) No
Short Selling. The Investor represents and warrants to the Company that at no time prior to the date of this Agreement has any of
the Investor, its agents, representatives or Affiliates engaged in or effected, in any manner whatsoever, directly or indirectly, any
(i) “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Common Stock or (ii) hedging
transaction, which establishes a net short position with respect to the Common Stock.


 


4. REPRESENTATIONS
AND WARRANTIES OF THE COMPANY.


 


The Company represents and
warrants to the Investor that, except as set forth in the disclosure schedules attached hereto, which exceptions shall be deemed to be
a part of the representations and warranties made hereunder, as of the date hereof and as of the Commencement Date:


 


(a) Organization
and Qualification. The Company is an entity duly incorporated or otherwise organized, validly existing and in good standing under
the laws of the jurisdiction of its incorporation or organization, with the requisite corporate power and authority to own and use its
properties and assets and to carry on its business as currently conducted.  The Company is not in violation or default of any
of the provisions of its Certificate of Incorporation, Bylaws or other organizational or charter documents.  The Company is
duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the
nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified
or in good standing, as the case may be, could not have or reasonably be expected to result in a Material Adverse Effect and no proceeding
has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority
or qualification. The Company has no Subsidiaries.


 






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(b) Authorization;
Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under
this Agreement, the Registration Rights Agreement and each of the other Transaction Documents to which it is a party, and to issue the
Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company
and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Commitment
Shares (as defined below in Section 5(e)) and the reservation for issuance and the issuance of the Purchase Shares issuable under
this Agreement, have been duly authorized by the Company’s Board of Directors and no further consent or authorization is required by the
Company, its Board of Directors or its stockholders (except as provided in this Agreement), (iii) each of this Agreement and the Registration
Rights Agreement has been, and each other Transaction Document shall be on the Commencement Date, duly executed and delivered by the Company
and (iv) each of this Agreement and the Registration Rights Agreement constitutes, and each other Transaction Document upon its execution
on behalf of the Company, shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance
with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,
moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Board
of Directors of the Company has approved the resolutions (the “Signing Resolutions") substantially in the form as set
forth as Exhibit B attached hereto to authorize this Agreement, the Registration Rights Agreement and the transactions contemplated
hereby. The Signing Resolutions are valid, in full force and effect and have not been modified or supplemented in any respect. The Company
has delivered to the Investor a true and correct copy of minutes of a meeting of the Board of Directors of the Company at which the Signing
Resolutions were duly adopted by the Board of Directors or a unanimous written consent adopting the Signing Resolutions executed by all
of the members of the Board of Directors of the Company. Except as set forth in this Agreement, no other approvals or consents of the
Company’s Board of Directors, any authorized committee thereof, or stockholders (except as provided in this Agreement) is necessary
under applicable laws and the Company’s Certificate of Incorporation or Bylaws to authorize the execution and delivery of the Transaction
Documents or any of the transactions contemplated thereby, including, but not limited to, the issuance of the Securities.


 


(c) Capitalization.
As of the date hereof, the authorized capital stock of the Company is set forth in the Company’s Quarterly Report on Form 10-Q for
the fiscal quarter ended March 31, 2021, as amended. Except as disclosed in the SEC Documents (as defined in Section 4(f) below), (i)
no shares of the Company’s capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered
or permitted by the Company, (ii) there are no outstanding debt securities, (iii) there are no outstanding options, warrants, scrip, rights
to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of
capital stock of the Company, or contracts, commitments, understandings or arrangements by which the Company is or may become bound to
issue additional shares of capital stock of the Company or options, warrants, scrip, rights to subscribe to, calls or commitments of any
character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company, (iv) there are
no agreements or arrangements under which the Company is obligated to register the sale of any of their securities under the Securities
Act (except the Registration Rights Agreement), (v) there are no outstanding securities or instruments of the Company which contain any
redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company is or may
become bound to redeem a security of the Company, (vi) there are no securities or instruments containing anti-dilution or similar provisions
that will be triggered by the issuance of the Securities as described in this Agreement and (vii) the Company does not have any stock
appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. The Company has furnished to the
Investor true and correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate
of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”).


 






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(d) Issuance
of Securities. Upon issuance and payment therefor in accordance with the terms and conditions of this Agreement, the Purchase Shares
(including, without limitation, the Initial Purchase Shares and the Tranche Purchase Shares, as applicable) shall be validly issued, fully
paid and nonassessable and free from all taxes, liens, charges, restrictions (other than such restrictions on transfer arising under the
Securities Act prior to the effective date of the Registration Statement registering the resale thereof by the Investor under the Securities
Act), rights of first refusal and preemptive rights with respect to the issue thereof, with the holders being entitled to all rights accorded
to a holder of Common Stock under the Certificate of Incorporation, Bylaws and the Delaware General Corporation Law (the “DGCL”).
Upon issuance in accordance with the terms and conditions of this Agreement, the Commitment Shares (as defined below in Section 5(e))
shall be validly issued, fully paid and nonassessable and free from all taxes, liens, charges, restrictions (other than such restrictions
on transfer arising under the Securities Act prior to the effective date of the Registration Statement registering the resale thereof
by the Investor under the Securities Act), rights of first refusal and preemptive rights with respect to the issue thereof, with the holders
being entitled to all rights accorded to a holder of Common Stock under the Certificate of Incorporation, Bylaws and the DGCL. 4,200,000
shares of Common Stock have been duly authorized and reserved for issuance upon purchase under this Agreement as Purchase Shares (including
the Initial Purchase Shares).


 


(e) No
Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company
of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Commitment Shares and the Initial
Purchase Shares, and the reservation for issuance and issuance of the Purchase Shares other than the Initial Purchase Shares) will not
(i) result in a violation of the Certificate of Incorporation, any Certificate of Designations, Preferences and Rights of any outstanding
series of preferred stock of the Company or the Bylaws or (ii) conflict with, or constitute a default (or an event which with notice or
lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation
of, any agreement, indenture or instrument to which the Company is a party, or result in a violation of any law, rule, regulation, order,
judgment or decree (including federal and state securities laws and regulations and the rules and regulations of the Principal Market
applicable to the Company) or by which any property or asset of the Company is bound or affected, except in the case of conflicts, defaults,
terminations, amendments, accelerations, cancellations and violations under clause (ii), which could not reasonably be expected to result
in a Material Adverse Effect. The Company is not in violation of any term of or in default under its Certificate of Incorporation, any
Certificate of Designation, Preferences and Rights of any outstanding series of preferred stock of the Company or Bylaws. The Company
is not in violation of any term of or is not in default under any material contract, agreement, mortgage, indebtedness, indenture, instrument,
judgment, decree or order or any statute, rule or regulation applicable to the Company, except for such conflicts, defaults, terminations
or amendments that could not reasonably be expected to have a Material Adverse Effect. The business of the Company is not being conducted,
and shall not be conducted, in violation of any law, ordinance or regulation of any governmental entity, except for possible violations,
the sanctions for which either individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. Except
as specifically contemplated by this Agreement and as required under the Securities Act or applicable state securities laws and the rules
and regulations of the Principal Market, the Company is not required to obtain any consent, authorization or order of, or make any filing
or registration with, any court or governmental agency or any regulatory or self-regulatory agency in order for it to execute, deliver
or perform any of its obligations under or contemplated by the Transaction Documents in accordance with the terms hereof or thereof. Except
as set forth elsewhere in this Agreement, all consents, authorizations, orders, filings and registrations which the Company is required
to obtain pursuant to the preceding sentence shall be obtained or effected on or prior to the Commencement Date. Except as disclosed in
the SEC Documents, since one year prior to the date hereof, the Company has not received nor delivered any notices or correspondence from
or to the Principal Market, other than notices with respect to listing of additional shares of Common Stock and other routine correspondence.
Except as disclosed in the SEC Documents, the Principal Market has not commenced any delisting proceedings against the Company.


 






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(f) SEC
Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be
filed by the Company with the SEC under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof,
for the twelve months preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such
material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively
referred to herein as the “SEC Documents”). As of their respective dates, the SEC Documents complied in
all material respects with the requirements of the Securities Act and the Exchange Act, as applicable. None of the SEC Documents, when
filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary
in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements
of the Company included in the SEC Documents comply in all material respects with applicable accounting requirements and the rules and
regulations of the SEC with respect thereto as in effect at the time of filing.  Such financial statements have been prepared
in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”),
except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements
may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company as of
and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements,
to normal, immaterial, year-end audit adjustments. Except as set forth in the SEC Documents, the Company has received no notices or correspondence
from the SEC for the one year preceding the date hereof. The SEC has not commenced any enforcement proceedings against the Company.


 


(g) Absence
of Certain Changes. Except as disclosed in the SEC Documents, since [September 18, 2020], there has been no material adverse change
in the business, properties, operations, financial condition or results of operations of the Company. The Company has not taken any steps,
and does not currently expect to take any steps, to seek protection pursuant to any Bankruptcy Law nor does the Company have any knowledge
or reason to believe that its creditors intend to initiate involuntary bankruptcy or insolvency proceedings. The Company is financially
solvent and is generally able to pay its debts as they become due.


 


(h) Absence
of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency,
self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company, the Common
Stock or any of the Company’s officers or directors in their capacities as such, which could reasonably be expected to have a Material
Adverse Effect.


 


(i) Acknowledgment
Regarding Investor’s Status. The Company acknowledges and agrees that the Investor is acting solely in the capacity of arm’s length
purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby. The Company further acknowledges
that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction
Documents and the transactions contemplated hereby and thereby and any advice given by the Investor or any of its representatives or agents
in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Investor’s
purchase of the Securities. The Company further represents to the Investor that the Company’s decision to enter into the Transaction Documents
has been based solely on the independent evaluation by the Company and its representatives and advisors.


 






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(j) No
General Solicitation; No Integrated Offering. Neither the Company, nor any of its Affiliates, nor any Person acting on its or their
behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities
Act) in connection with the offer or sale of the Securities. Neither the Company, nor any of its Affiliates, nor any Person acting on
their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under
circumstances that would require registration of the offer and sale of any of the Securities under the Securities Act, whether through
integration with prior offerings or otherwise, or cause this offering of the Securities to be integrated with prior offerings by the Company
in a manner that would require stockholder approval pursuant to the rules of the Principal Market on which any of the securities of the
Company are listed or designated. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the
Principal Market.


 


(k) Intellectual
Property Rights. The Company owns or possesses adequate rights or licenses to use all material trademarks, trade names, service marks,
service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations,
trade secrets and rights necessary to conduct their respective businesses as now conducted. None of the Company’s material trademarks,
trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals,
government authorizations, trade secrets or other intellectual property rights have expired or terminated, or, by the terms and conditions
thereof, could expire or terminate within two years from the date of this Agreement. The Company does not have any knowledge of any infringement
by the Company of any material trademark, trade name rights, patents, patent rights, copyrights, inventions, licenses, service names,
service marks, service mark registrations, trade secret or other similar rights of others, or of any such development of similar or identical
trade secrets or technical information by others, and there is no claim, action or proceeding being made or brought against, or to the
Company’s knowledge, being threatened against, the Company regarding trademark, trade name, patents, patent rights, invention, copyright,
license, service names, service marks, service mark registrations, trade secret or other infringement, which could reasonably be expected
to have a Material Adverse Effect.


 


(l) Environmental
Laws. The Company (i) is in compliance with any and all applicable foreign, federal, state and local laws and regulations relating
to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental
Laws”), (ii) has received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct
their respective businesses and (iii) are in compliance with all terms and conditions of any such permit, license or approval, except
where, in each of the three foregoing clauses, the failure to so comply could not reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect.


 


(m) Title.
The Company has good and marketable title in fee simple to all real property owned by the Company and good and marketable title in all
personal property owned by the Company that is material to the business of the Company, in each case free and clear of all liens, encumbrances
and defects (“Liens”) and, except for Liens as do not materially affect the value of such property and do not materially
interfere with the use made and proposed to be made of such property by the Company and Liens for the payment of federal, state or other
taxes, the payment of which is neither delinquent nor subject to penalties.  Any real property and facilities held under lease
by the Company are held by the Company under valid, subsisting and enforceable leases with which the Company is in compliance with such
exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company.


 






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(n) Insurance.
The Company is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management
of the Company believes to be prudent and customary in the businesses in which the Company is engaged. The Company has not been refused
any insurance coverage sought or applied for and the Company has no reason to believe that it will not be able to renew its existing insurance
coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business
at a cost that would not materially and adversely affect the condition, financial or otherwise, or the earnings, business or operations
of the Company, taken as a whole.


 


(o) Regulatory
Permits. The Company possesses all material certificates, authorizations and permits issued by the appropriate federal, state or foreign
regulatory authorities necessary to conduct its business, and the Company has not received any notice of proceedings relating to the revocation
or modification of any such material certificate, authorization or permit.


 


(p) Tax
Status. The Company has made or filed all federal and state income and all other material tax returns, reports and declarations required
by any jurisdiction to which it is subject (unless and only to the extent that the Company has set aside on its books provisions reasonably
adequate for the payment of all unpaid and unreported taxes) and has paid all taxes and other governmental assessments and charges that
are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good
faith and has set aside on its books provision reasonably adequate for the payment of all taxes for periods subsequent to the periods
to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing
authority of any jurisdiction, and the officers of the Company know of no basis for any such claim.


 


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


 


(r) Application
of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement Date all necessary
action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution
under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation or the laws of the state of
its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement,
including, without limitation, the Company’s issuance of the Securities and the Investor’s ownership of the Securities.


 


(s) Disclosure.  Except
with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents that will be timely publicly
disclosed by the Company, the Company confirms that neither it nor any other Person acting on its behalf has provided the Investor or
its agents or counsel with any information that it believes constitutes or might constitute material, non-public information which is
not otherwise disclosed in the Registration Statement or the SEC Documents.   The Company understands and confirms that
the Investor will rely on the foregoing representation in effecting purchases and sales of securities of the Company.  All of
the disclosure furnished by or on behalf of the Company to the Investor regarding the Company, its business and the transactions contemplated
hereby, including the disclosure schedules to this Agreement, is true and correct and does not contain any untrue statement of a material
fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which
they were made, not misleading. The press releases disseminated by the Company during the twelve months preceding the date of this Agreement
are true and correct in all material respects. The Company acknowledges and agrees that the Investor neither makes nor has made any
representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section
3 hereof.


 






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(t) Foreign
Corrupt Practices.  Neither the Company, nor
to the knowledge of the Company, any agent or other Person acting on behalf of the Company, has (i) directly or indirectly, used any funds
for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made
any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns
from corporate funds, (iii) failed to disclose fully any contribution made by the Company (or made by any Person acting on its behalf
of which the Company is aware) which is in violation of law, or (iv) violated in any material respect any provision of the Foreign Corrupt
Practices Act of 1977, as amended.


 


(u) DTC
Eligibility. The Company, through the Transfer Agent, currently participates in the DTC Fast Automated Securities Transfer (FAST)
Program and the Common Stock can be transferred electronically to third parties via the DTC Fast Automated Securities Transfer (FAST)
Program.


 


(v) Sarbanes-Oxley.
The Company is in compliance in all material respects with all provisions of the Sarbanes-Oxley Act of 2002, as amended, which are applicable
to it as of the date hereof.


 


(w) Certain
Fees. No brokerage or finder’s fees or commissions are or will be payable by the Company to any broker, financial advisor or
consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction
Documents. The Investor shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other
Persons for fees of a type contemplated in this Section 4(w) that may be due in connection with the transactions contemplated by
the Transaction Documents.


 


(x) Investment
Company. The Company is not, and immediately after receipt of payment for the Securities will not be, an “investment company”
within the meaning of the Investment Company Act of 1940, as amended.


 


(y) Listing
and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(g) of the Exchange Act, and the Company has
taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common Stock
pursuant to the Exchange Act nor has the Company received any notification that the SEC is currently contemplating terminating such registration.
The Company has not, in the twelve (12) months preceding the date hereof, received any notice from any Person to the effect that the Company
is not in compliance with the listing or maintenance requirements of the Principal Market. The Company is, and has no reason to believe
that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements. The Principal
Market has not commenced any delisting proceedings against the Company.


 


(z) Accountants.
The Company’s accountants are set forth in the SEC Documents and, to the knowledge of the Company, such accountants are an independent
registered public accounting firm as required by the Securities Act.


 






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(aa) No Market Manipulation. The
Company has not, and to its knowledge no Person acting on its behalf has, (i) taken, directly or indirectly, any action designed
to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale
of any of the Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Securities,
or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company.


 


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


 


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


 


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


 


(ee) Shell Company Status.
The Company is not currently, and has never been, an issuer identified in Rule 144(i)(1) under the Securities Act.


 






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


 


5. COVENANTS.


 


(a) Filing
of Current Report and Registration Statement. The Company agrees that it shall, within the time required under the Exchange Act, file
with the SEC a Current Report on Form 8-K relating to the transactions contemplated by, and describing the material terms and conditions
of, the Transaction Documents (the “Current Report”). The Company shall also file with the SEC, within ten (10) Business
Days from the date hereof, a new registration statement (the “Registration Statement”) covering only the resale of
the Purchase Shares (including, without limitation, all of the Initial Purchase Shares) and all of the Commitment Shares, in accordance
with the terms of the Registration Rights Agreement between the Company and the Investor, dated as of the date hereof (the “Registration
Rights Agreement”). The Company shall permit the Investor to review and comment upon the substantially final pre-filing draft
version of the Current Report at least two (2) Business Days prior to its filing with the SEC, and the Company shall give due consideration
to all such comments. The Investor shall use its reasonable best efforts to comment upon the substantially final pre-filing draft version
of the Current Report within one (1) Business Day from the date the Investor receives it from the Company.


 


(b) Blue
Sky. The Company shall take all such action, if any, as is reasonably necessary in order to obtain an exemption for or to register
or qualify (i) the issuance of the Commitment Shares and the sale of the Purchase Shares to the Investor under this Agreement and (ii)
any subsequent resale of all Commitment Shares and all Purchase Shares by the Investor, in each case, under applicable securities or “Blue
Sky” laws of the states of the United States in such states as is reasonably requested by the Investor from time to time, and shall
provide evidence of any such action so taken to the Investor.


 


(c) Listing/DTC.
The Company shall promptly secure the listing of all of the Purchase Shares and Commitment Shares to be issued to the Investor hereunder
on the Principal Market (subject to official notice of issuance) and upon each other national securities exchange or automated quotation
system, if any, upon which the Common Stock is then listed, and shall use commercially reasonable efforts to maintain, so long as any
shares of Common Stock shall be so listed, such listing of all such Securities from time to time issuable hereunder. The Company shall
use commercially reasonable efforts to maintain the listing of the Common Stock on the Principal Market and shall comply in all material
respects with the Company’s reporting, filing and other obligations under the bylaws or rules and regulations of the Principal Market.
The Company shall not take any action that would reasonably be expected to result in the delisting or suspension of the Common Stock on
the Principal Market. The Company shall promptly, and in no event later than the Business Day immediately following the date of receipt
by the Company, provide to the Investor copies of any notices it receives from the Principal Market regarding the continued eligibility
of the Common Stock for listing on the Principal Market; provided, however, that the Company shall not be required to provide the Investor
copies of any such notice that the Company (i) reasonably believes constitutes material non-public information or (ii) is not be required
to be publicly disclosed in any report or statement filed with the SEC under the Exchange Act or the Securities Act. The Company shall
pay all fees and expenses in connection with satisfying its obligations under this Section 5(c). The Company shall take all action
necessary to ensure that its Common Stock can be transferred electronically as DWAC Shares.


 


(d) Prohibition
of Short Sales and Hedging Transactions. The Investor agrees that beginning on the date of this Agreement and ending on the date of
termination of this Agreement as provided in Section 11, the Investor and its agents, representatives and Affiliates shall not in any
manner whatsoever enter into or effect, directly or indirectly, any (i) “short sale” (as such term is defined in Rule 200
of Regulation SHO of the Exchange Act) of the Common Stock or (ii) hedging transaction, which establishes a net short position with respect
to the Common Stock.


 






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(e) Issuance
of Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, the Company shall cause
to be issued to the Investor a total of 152,715 shares of Common Stock (the “Commitment Shares”) not later than the
close of business on the next Business Day immediately following the date of this Agreement and shall, concurrently with the execution
of this Agreement on the date hereof, deliver to the Transfer Agent the Irrevocable Transfer Agent Instructions with respect to the issuance
of such Commitment Shares to the Investor within such time period. For the avoidance of doubt, all of the Commitment Shares shall be fully
earned as of the date of this Agreement, whether or not the Commencement shall occur or any Purchase Shares (other than the Initial Purchase
Shares) are purchased by the Investor under this Agreement and irrespective of any subsequent termination of this Agreement.


 


(f) Due
Diligence; Non-Public Information. The Investor shall have the right, from time to time as the Investor may reasonably deem appropriate
and upon reasonable advance notice to the Company, to perform reasonable due diligence on the Company during normal business hours. Subject
to the below restrictions and covenants regarding material, non-public information, the Company and its officers and employees shall provide
information and reasonably cooperate with the Investor in connection with any reasonable request by the Investor related to the Investor’s
due diligence of the Company. Each party hereto agrees not to disclose any Confidential Information of the other party to any third party
and shall not use the Confidential Information for any purpose other than in connection with, or in furtherance of, the transactions contemplated
hereby. Each party hereto acknowledges that the Confidential Information shall remain the property of the disclosing party and agrees
that it shall take all reasonable measures to protect the secrecy of any Confidential Information disclosed by the other party. The Company
confirms that neither it, nor any of its Affiliates will, and the Company shall use its reasonable best efforts to ensure that none of
their respective directors, officers, employees, stockholders, agents or other Persons acting on their behalf will, directly or indirectly,
provide the Investor or its agents or counsel with any information that constitutes or might constitute material, non-public information,
unless a simultaneous public announcement thereof is made by the Company in the manner contemplated by Regulation FD. In the event of
a breach of the foregoing covenant by the Company, any of its Affiliates, or any of their respective directors, officers, employees, stockholders,
agents or other Persons acting on their behalf (as determined in the reasonable good faith judgment of the Investor), in addition to any
other remedy provided herein or in the other Transaction Documents, if the Investor is holding any Securities at the time of the disclosure
of the material non-public information, the Investor shall have the right to make a public disclosure, in the form of a press release,
public advertisement or otherwise, of such material, non-public information without the prior approval by the Company; provided the Investor
shall have first provided notice to the Company that it believes it has received information that constitutes material, non-public information,
the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the
Investor or demonstrate to the Investor why such information does not constitute material, non-public information (and assuming the Investor
and its counsel disagree with the Company’s determination), and the Company shall have failed to publicly disclose such material,
non-public information within such time period. The Investor shall not have any liability to the Company, any of its Affiliates, or any
of their respective directors, officers, employees, stockholders, agents or other Persons acting on their behalf, for any such disclosure,
provided the Investor has provided the required prior notice to the Company in accordance with this Section 5(f). The Company understands
and confirms that the Investor shall be relying on the foregoing covenants in effecting transactions in securities of the Company.


 


(g)  Purchase
Records. The Investor and the Company shall each maintain records showing the remaining Available Amount at any given time and the
dates and Purchase Amounts for each Regular Purchase, Accelerated Purchase and Additional Accelerated Purchase and the Initial Purchase
and Tranche Purchase or shall use such other method, reasonably satisfactory to the Investor and the Company.


 


(h)
 Taxes. The Company shall
pay any and all transfer, stamp or similar taxes that may be payable with respect to the issuance and delivery of any shares of Common
Stock to the Investor made under this Agreement.


 


(i) Use
of Proceeds. The Company will use the net proceeds from the offering as described in the Registration Statement or the SEC Documents.


 






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(j) Other
Transactions. During the term of this Agreement, the Company shall not enter into, announce or recommend to its stockholders any agreement,
plan, arrangement or transaction in or of which the terms thereof would restrict, materially delay, conflict with or impair the ability
or right of the Company to perform its obligations under the Transaction Documents, including, without limitation, the obligation of the
Company to deliver the Purchase Shares and the Commitment Shares to the Investor in accordance with the terms of the Transaction Documents.


 


(k) Integration.
From and after the date of this Agreement, neither the Company, nor any of its Affiliates will, and the Company shall use its reasonable
best efforts to ensure that no Person acting on their behalf will, directly or indirectly, make any offers or sales of any security or
solicit any offers to buy any security, under circumstances that would (i) require registration of the offer and sale by the Company to
the Investor of any of the Securities under the Securities Act, or (ii) cause this offering of the Securities by the Company to the Investor
to be integrated with other offerings by the Company in a manner that would require stockholder approval pursuant to the rules of the
Principal Market on which any of the securities of the Company are listed or designated, unless in the case of this clause (ii), stockholder
approval is obtained before the closing of such subsequent transaction in accordance with the rules of such Principal Market.


 


(l) Limitation
on Variable Rate Transactions. From and after the date of this Agreement until the later of (i) the 24-month anniversary of the date
of this Agreement and (ii) the 24-month anniversary of the Commencement Date (if the Commencement has occurred), in either case irrespective
of any earlier termination of this Agreement, the Company shall be prohibited from effecting or entering into an agreement to effect any
issuance by the Company of Common Stock or Common Stock Equivalents (or a combination of units thereof) involving a Variable Rate Transaction,
other than in connection with an Exempt Issuance. The Investor shall be entitled to obtain injunctive relief against the Company to preclude
any such issuance, which remedy shall be in addition to any right to collect damages, without the necessity of showing economic loss and
without any bond or other security being required. “Common Stock Equivalents” means any securities of the Company which
entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options,
warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder
thereof to receive, Common Stock. “Variable Rate Transaction” means a transaction in which the Company (i) issues or
sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional
shares of Common Stock or Common Stock Equivalents either (A) at a conversion price, exercise price, exchange rate or other price that
is based upon and/or varies with the trading prices of or quotations for the Common Stock at any time after the initial issuance of such
debt or equity securities (including, without limitation, pursuant to any “cashless exercise” provision), or (B) with a conversion,
exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security
or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for
the Common Stock (including, without limitation, any “full ratchet” or “weighted average” anti-dilution provisions),
(ii) issues or sells any debt or equity securities, including without limitation, Common Stock or Common Stock Equivalents, either (A)
at a price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence
of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock, or
(B) that is subject to or contains any put, call, redemption, buy-back, price-reset or other similar provision or mechanism (including,
without limitation, a “Black-Scholes” put or call right) that provides for the issuance of additional debt or equity securities
of the Company or the payment of cash by the Company, or (iii) enters into any agreement, including, but not limited to, an “equity
line of credit”, “at-the-market offering” or other continuous offering or similar offering of Common Stock or Common
Stock Equivalents, whereby the Company may sell Common Stock or Common Stock Equivalents at a future determined price. “Exempt
Issuance” means the issuance of (a) Common Stock, options or other equity incentive awards to employees, officers, directors,
consultants or vendors of the Company pursuant to any equity incentive plan or stock purchase plan duly adopted (before or after the date
of this Agreement) for such purpose, by the Board of Directors of the Company or a majority of the members of a committee of directors
established for such purpose, (b) (1) any Securities issued to the Investor pursuant to this Agreement, (2) any securities issued upon
the exercise or exchange of or conversion of any shares of Common Stock or Common Stock Equivalents held by the Investor at any time,
(3) shares of Common Stock, Common Stock Equivalents or other securities issued to the Investor pursuant to any other existing or future
contract, agreement or arrangement between the Company and the Investor, or (4) any securities issued upon the exercise or exchange of
or conversion of any Common Stock Equivalents issued and outstanding on the date of this Agreement, provided that such securities referred
to in this clause (4) 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, or (c) securities issued pursuant to acquisitions, divestitures,
licenses, partnerships, collaborations or strategic transactions approved by the Board of Directors or a majority of the members of a
committee of directors established for such purpose, which acquisitions, divestitures, licenses, partnerships, collaborations or strategic
transactions can have a Variable Rate Transaction component, provided that any such issuance shall only be to a Person (or to the equity
holders of a Person) which is, itself or through its subsidiaries, an operating company or an asset in a business synergistic with the
business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include
a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business
is investing in securities.


 






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6. TRANSFER
AGENT INSTRUCTIONS.


 


(a) On
the date of this Agreement, the Company shall issue irrevocable instructions to the Transfer Agent substantially in the form attached
hereto as Exhibit D to issue the Initial Purchase Shares and the Commitment Shares in accordance with the terms of this
Agreement (the “Irrevocable Transfer Agent Instructions”). The certificate(s) or book-entry statement(s) representing
the Initial Purchase Shares and the Commitment Shares, except as set forth below, shall bear the following restrictive legend (the “Restrictive
Legend”):


 


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


 


(b)
On the earlier of (i) the Commencement Date and (ii) such time that the Investor shall request, provided all conditions of Rule
144 under the Securities Act are met , the Company shall, no later than one (1) Business Day following the delivery by the Investor to
the Company or the Transfer Agent of one or more legended certificates or book-entry statements representing the Initial Purchase Shares
and/or Commitment Shares (which certificates or book-entry statements the Investor shall promptly deliver on or prior to the first to
occur of the events described in clauses (i) and (ii) of this sentence), as directed by the Investor, issue and deliver (or cause to be
issued and delivered) to the Investor, as requested by the Investor, either: (A) a certificate or book-entry statement representing such
Initial Purchase Shares and/or Commitment Shares that is free from all restrictive and other legends or (B) a number of shares of Common
Stock equal to the number of Initial Purchase Shares and/or Commitment Shares represented by the certificate(s) or book-entry statement(s)
so delivered by the Investor as DWAC Shares. The Company shall take all actions necessary or desirable to carry out the intent and accomplish
the purposes of the immediately preceding sentence, including, without limitation, delivering all such legal opinions, consents, certificates,
resolutions and instructions to the Transfer Agent, and any successor transfer agent of the Company, as may be requested from time to
time by the Investor or necessary or desirable to carry out the intent and accomplish the purposes of the immediately preceding sentence.
On the Commencement Date, the Company shall issue to the Transfer Agent, and any subsequent transfer agent, (i) irrevocable instructions
in the form substantially similar to those used by the Investor in substantially similar transactions (the “Commencement Irrevocable
Transfer Agent Instructions”) and (ii) the notice of effectiveness of the Registration Statement in the form attached as an
exhibit to the Registration Rights Agreement (the “Notice of Effectiveness of Registration Statement”), in each case
to issue the Commitment Shares and the Purchase Shares in accordance with the terms of this Agreement and the Registration Rights Agreement.
All Purchase Shares to be issued from and after Commencement to or for the benefit of the Investor pursuant to this Agreement shall be
issued only as DWAC Shares. The Company represents and warrants to the Investor that, while this Agreement is effective, no instruction
other than the Commencement Irrevocable Transfer Agent Instructions and the Notice of Effectiveness of Registration Statement referred
to in this Section 6(b) will be given by the Company to the Transfer Agent with respect to the Purchase Shares or the Commitment
Shares from and after Commencement, and the Purchase Shares and the Commitment Shares covered by the Registration Statement shall otherwise
be freely transferable on the books and records of the Company. If the Investor effects a sale, assignment or transfer of the Purchase
Shares, the Company shall permit the transfer and shall promptly instruct the Transfer Agent (and any subsequent transfer agent) to issue
DWAC Shares in such name and in such denominations as specified by the Investor to effect such sale, transfer or assignment. The
Company shall take all actions to carry out the intent and accomplish the purposes of this Section 6, including, without limitation,
delivering or causing to be delivered all such legal opinions, consents, certificates, resolutions and instructions to the Transfer Agent,
and any successor transfer agent of the Company, as may be requested from time to time by the Investor or necessary or desirable to carry
out the intent and accomplish the purposes of this Section 6, and all fees and costs associated therewith shall be borne by
the Company. 


 






    24


     


    

 


7. CONDITIONS TO THE COMPANY’S
RIGHT TO COMMENCES ALES OF SHARES OF COMMON STOCK.


 


I. The
right of the Company hereunder to sell the Initial Purchase Shares on the date of this Agreement is subject to the satisfaction of each
of the following conditions:


 


(a)  The Investor
shall have executed each of the Transaction Documents and delivered the same to the Company; and


 


(b)  The representations
and warranties of the Investor shall be true and correct in all material respects as of the date hereof.


 


 


II.  The
right of the Company hereunder to commence sales of the Purchase Shares (other than the Initial Purchase Shares) on the Commencement Date
is subject to the satisfaction of each of the following conditions:


 


(a)  The Investor
shall have executed each of the Transaction Documents and delivered the same to the Company;


 


(b)  The Registration
Statement covering the resale of the Purchase Shares (including, without limitation, all of the Initial Purchase Shares) and all of the
Commitment Shares shall have been declared effective under the Securities Act by the SEC, and no stop order with respect to the Registration
Statement shall be pending or threatened by the SEC; and 


 


(c)  The representations
and warranties of the Investor shall be true and correct in all material respects as of the date hereof and as of the Commencement Date
as though made at that time.


 


 8. CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE SHARES OF COMMON STOCK.




 


I. The
obligation of the Investor to buy the Initial Purchase Shares under this Agreement is subject to the satisfaction of each of the following
conditions:


 


(a) The
Company shall have executed each of the Transaction Documents and delivered the same to the Investor;


 


(b)
The Common Stock shall be listed or quoted on the Principal Market, trading in the Common Stock shall not have been within the
last 365 days suspended by the SEC or the Principal Market, and all Securities to be issued by the Company to the Investor pursuant to
this Agreement shall have been, if applicable, approved for listing or quotation on the Principal Market in accordance with the applicable
rules and regulations of the Principal Market, subject only to official notice of issuance;


 






    25


     


    

 


(c)
The representations and warranties of the Company contained in Section 4 shall be true and correct in all material respects
(except to the extent that any of such representations and warranties is already qualified as to materiality in Section 4 above,
in which case, such representations and warranties shall be true and correct without further qualification) as of the date hereof (except
for representations and warranties that speak as of a specific date, which shall be true and correct in all material respects as of such
specific date, or to the extent already qualified as to materiality in Section 4 above shall be true and correct in all respects
as of such specific date) and the Company shall have performed, satisfied and complied with the covenants, agreements and conditions required
by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the date hereof. The Investor shall
have received a certificate, executed by the Chief Executive Officer (“CEO”), President or Chief Financial Officer
(“CFO”) of the Company, dated as of the date hereof, to the foregoing effect in the form attached hereto as Exhibit
A;


 


(d) The
Board of Directors of the Company shall have adopted the Signing Resolutions in substantially the form attached hereto as Exhibit
B which shall be in full force and effect without any amendment or supplement thereto as of the date hereof;


 


(e) The
Irrevocable Transfer Agent Instructions shall have been delivered by the Company to the Transfer Agent (or any successor transfer agent)
and acknowledged in writing (including by email) by the Transfer Agent (or any successor transfer agent);


 


(f) All
federal, state and local governmental laws, rules and regulations applicable to the transactions contemplated by the Transaction Documents
and necessary for the execution, delivery and performance of the Transaction Documents and the consummation of the transactions contemplated
thereby in accordance with the terms thereof shall have been complied with, and all consents, authorizations and orders of, and all filings
and registrations with, all federal, state and local courts or governmental agencies and all federal, state and local regulatory or self-regulatory
agencies necessary for the execution, delivery and performance of the Transaction Documents and the consummation of the transactions contemplated
thereby in accordance with the terms thereof shall have been obtained or made, including, without limitation, in each case those required
under the Securities Act, the Exchange Act, applicable state securities or “Blue Sky” laws or applicable rules and regulations
of the Principal Market, or otherwise required by the SEC, the Principal Market or any state securities regulators;


 


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


 


(h) No
action, suit or proceeding before any federal, state, local or foreign arbitrator or any court or governmental authority of competent
jurisdiction shall have been commenced or threatened, and no inquiry or investigation by any federal, state, local or foreign governmental
authority of competent jurisdiction shall have been commenced or threatened, against the Company, or any of the officers, directors or
Affiliates of the Company, seeking to restrain, prevent or change the transactions contemplated by the Transaction Documents, or seeking
material damages in connection with such transactions.


 






    26


     


    

 


II.  The
obligation of the Investor to buy Purchase Shares (other than the Initial Purchase Shares) under this Agreement is subject to the satisfaction
of each of the following conditions on or prior to the Commencement Date and, once such conditions have been initially satisfied, there
shall not be any ongoing obligation to satisfy such conditions after the Commencement has occurred:


 


(a) The
Company shall have executed each of the Transaction Documents and delivered the same to the Investor;


 


(b) The
Company shall have issued or caused to be issued to the Investor (i) one or more certificates or book-entry statements representing the
Initial Purchase Shares and the Commitment Shares free from all restrictive and other legends or (ii) a number of shares of Common Stock
equal to the number of Initial Purchase Shares and Commitment Shares as DWAC Shares, in each case in accordance with Section 6(b);


 


(c) The
Common Stock shall be listed or quoted on the Principal Market, trading in the Common Stock shall not have been within the last 365 days
suspended by the SEC or the Principal Market, and all Securities to be issued by the Company to the Investor pursuant to this Agreement
shall have been, if applicable, approved for listing or quotation on the Principal Market in accordance with the applicable rules and
regulations of the Principal Market, subject only to official notice of issuance;


 


(d) The
Investor shall have received the opinions and negative assurances of the Company’s legal counsel dated as of the Commencement Date substantially
in the form heretofore agreed by the parties hereto;


 


(e) The
representations and warranties of the Company contained in Section 4 shall be true and correct in all material respects (except
to the extent that any of such representations and warranties is already qualified as to materiality in Section 4 above, in which case,
such representations and warranties shall be true and correct without further qualification) as of the date hereof and as of the Commencement
Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and
correct in all material respects as of such specific date, or to the extent already qualified as to materiality in Section 4 above shall
be true and correct in all respects as of such specific date) and the Company shall have performed, satisfied and complied with the covenants,
agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior
to the Commencement Date. The Investor shall have received a certificate, executed by the CEO, President or CFO of the Company, dated
as of the Commencement Date, to the foregoing effect in the form attached hereto as Exhibit A;


 


(f) The
Board of Directors of the Company shall have adopted the Signing Resolutions in substantially the form attached hereto as Exhibit
B which shall be in full force and effect without any amendment or supplement thereto as of the Commencement Date;


 


(g) As
of the Commencement Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting
purchases of Purchase Shares hereunder, 4,200,000 shares of Common Stock;


 


(h) The
Commencement Irrevocable Transfer Agent Instructions and the Notice of Effectiveness of Registration Statement each shall have been delivered
to the Transfer Agent (or any successor transfer agent) and acknowledged in writing (including by email) by the Transfer Agent (or any
successor transfer agent);


 






    27


     


    

 


(i) The
Company shall have delivered to the Investor a certificate evidencing the incorporation and good standing of the Company in the State
of Delaware issued by the Secretary of State of the State of Delaware as of a date within ten (10) Business Days of the Commencement Date;


 


(j) The
Company shall have delivered to the Investor a certified copy of the Certificate of Incorporation as certified by the Secretary of State
of the State of Delaware within ten (10) Business Days of the Commencement Date;


 


(k) The
Company shall have delivered to the Investor a secretary’s certificate executed by the Secretary of the Company, dated as of the Commencement
Date, in the form attached hereto as Exhibit C;


 


(l) The
Registration Statement covering the resale of the Purchase Shares (including, without limitation, all of the Initial Purchase Shares)
and all of the Commitment Shares shall have been declared effective under the Securities Act by the SEC, and no stop order with respect
to the Registration Statement shall be in effect or threatened by the SEC. The Company shall have prepared and filed with the SEC, not
later than one (1) Business Day after the effective date of the Registration Statement, a final and complete prospectus (the preliminary
form of which shall be included in the Registration Statement) and shall have delivered to the Investor a true and complete copy thereof.
Such prospectus shall be current and available for the resale by the Investor of all of the Securities covered thereby. The Current Report
shall have been filed with the SEC, as required pursuant to Section 5(a). All reports, schedules, registrations, forms, statements,
information and other documents required to have been filed by the Company with the SEC at or during the 12-month period immediately preceding
the Commencement Date pursuant to the reporting requirements of the Exchange Act shall have been filed with the SEC within the applicable
time periods prescribed for such filings under the Exchange Act, including any applicable extension periods contemplated by the Exchange
Act;


 


(m) No
Event of Default (as defined below) has occurred, and no event which, after notice and/or lapse of time, would reasonably be expected
to become an Event of Default has occurred;


 


(n) All
federal, state and local governmental laws, rules and regulations applicable to the transactions contemplated by the Transaction Documents
and necessary for the execution, delivery and performance of the Transaction Documents and the consummation of the transactions contemplated
thereby in accordance with the terms thereof shall have been complied with, and all consents, authorizations and orders of, and all filings
and registrations with, all federal, state and local courts or governmental agencies and all federal, state and local regulatory or self-regulatory
agencies necessary for the execution, delivery and performance of the Transaction Documents and the consummation of the transactions contemplated
thereby in accordance with the terms thereof shall have been obtained or made, including, without limitation, in each case those required
under the Securities Act, the Exchange Act, applicable state securities or “Blue Sky” laws or applicable rules and regulations
of the Principal Market, or otherwise required by the SEC, the Principal Market or any state securities regulators;


 


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


 


(p) No
action, suit or proceeding before any federal, state, local or foreign arbitrator or any court or governmental authority of competent
jurisdiction shall have been commenced or threatened, and no inquiry or investigation by any federal, state, local or foreign governmental
authority of competent jurisdiction shall have been commenced or threatened, against the Company, or any of the officers, directors or
Affiliates of the Company, seeking to restrain, prevent or change the transactions contemplated by the Transaction Documents, or seeking
material damages in connection with such transactions.


 






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 9. INDEMNIFICATION. 




 


In consideration of the Investor’s
execution and delivery of the Transaction Documents and acquiring the Securities hereunder and in addition to all of the Company’s other
obligations under the Transaction Documents, the Company shall defend, protect, indemnify and hold harmless the Investor and all of its
Affiliates, stockholders, members, officers, directors, employees and direct or indirect investors and any of the foregoing Person’s agents
or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement)
(collectively, the “Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, costs,
penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party
to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified
Liabilities”), incurred by any Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach
of any representation or warranty made by the Company in the Transaction Documents or any other certificate, instrument or document contemplated
hereby or thereby, (b) any breach of any covenant, agreement or obligation of the Company contained in the Transaction Documents or any
other certificate, instrument or document contemplated hereby or thereby, or (c) any cause of action, suit or claim brought or made against
such Indemnitee and arising out of or resulting from the execution, delivery, performance or enforcement of the Transaction Documents
or any other certificate, instrument or document contemplated hereby or thereby, other than, in the case of clause (c), with respect to
Indemnified Liabilities which directly and primarily result from the fraud, gross negligence or willful misconduct of an Indemnitee. The
indemnity in this Section 9 shall not apply to amounts paid in settlement of any claim if such settlement is effected without the prior
written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. To the extent that the foregoing
undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction
of each of the Indemnified Liabilities which is permissible under applicable law. Payment under this indemnification shall be made within
thirty (30) days from the date Investor makes written request for it. A certificate containing reasonable detail as to the amount of such
indemnification submitted to the Company by Investor shall be conclusive evidence, absent manifest error, of the amount due from the Company
to Investor. If any action shall be brought against any Indemnitee in respect of which indemnity may be sought pursuant to this Agreement,
such Indemnitee shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with
counsel of its own choosing reasonably acceptable to the Indemnitee. Any Indemnitee shall have the right to employ separate counsel in
any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnitee,
except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company
has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the
reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position
of such Indemnitee, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate
counsel.


 






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10. EVENTS
OF DEFAULT. 


 


An “Event of Default”
shall be deemed to have occurred at any time as any of the following events occurs:


 


(a) the
effectiveness of a registration statement registering the resale of the Securities lapses for any reason (including, without limitation,
the issuance of a stop order or similar order) or such registration statement (or the prospectus forming a part thereof) is unavailable
to the Investor for resale of any or all of the Securities to be issued to the Investor under the Transaction Documents, and such lapse
or unavailability continues for a period of ten (10) consecutive Business Days or for more than an aggregate of thirty (30) Business Days
in any 365-day period, but excluding a lapse or unavailability where (i) the Company terminates a registration statement after the Investor
has confirmed in writing that all of the Securities covered thereby have been resold or (ii) the Company supersedes one registration statement
with another registration statement, including (without limitation) by terminating a prior registration statement when it is effectively
replaced with a new registration statement covering Securities (provided in the case of this clause (ii) that all of the Securities covered
by the superseded (or terminated) registration statement that have not theretofore been resold are included in the superseding (or new)
registration statement);


 


(b) the
suspension of the Common Stock from trading on the Principal Market for a period of one (1) Business Day, provided that the Company may
not direct the Investor to purchase any shares of Common Stock during any such suspension;


 


(c) the
delisting of the Common Stock from The Nasdaq Capital Market (or nationally recognized successor thereto), provided, however, that the
Common Stock is not immediately thereafter trading on the New York Stock Exchange, The Nasdaq Global Market, The Nasdaq Global Select
Market, the NYSE American, the NYSE Arca, the OTC Bulletin Board or OTC Markets (or nationally recognized successor to any of the foregoing);


 


(d) the
failure for any reason by the Transfer Agent to issue Purchase Shares to the Investor within two (2) Business Days after the Purchase
Date, Accelerated Purchase Date, Additional Accelerated Purchase Date or Tranche Purchase Date, as applicable, on which the Investor is
entitled to receive such Purchase Shares;


 


(e) the
Company breaches any representation, warranty, covenant or other term or condition under any Transaction Document if such breach would
reasonably be expected to have a Material Adverse Effect and except, in the case of a breach of a covenant which is reasonably curable,
only if such breach continues for a period of at least five (5) Business Days;


 


(f) if
any Person commences a proceeding against the Company pursuant to or within the meaning of any Bankruptcy Law;


 


(g) if
the Company, pursuant to or within the meaning of any Bankruptcy Law, (i) commences a voluntary case, (ii) consents to the entry of an
order for relief against it in an involuntary case, (iii) consents to the appointment of a Custodian of it or for all or substantially
all of its property, or (iv) makes a general assignment for the benefit of its creditors or is generally unable to pay its debts as the
same become due;


 


(h) a
court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i) is for relief against the Company in an involuntary
case, (ii) appoints a Custodian of the Company or for all or substantially all of its property, or (iii) orders the liquidation of the
Company;


 






    30


     


    

 


(i) if
at any time the Company is not eligible to transfer its Common Stock electronically as DWAC Shares; or


 


(j) if
at any time after the Commencement Date, the Exchange Cap is reached (to the extent such Exchange Cap is applicable pursuant to Section
2(g) hereof), and the stockholder approval referred to in Section 2(g)(i) has not been obtained in accordance with the applicable
rules of The Nasdaq Stock Market.


 


In addition to any other rights and remedies under
applicable law and this Agreement, so long as an Event of Default has occurred and is continuing, or if any event that, after notice and/or
lapse of time, would reasonably be expected to become an Event of Default, has occurred and is continuing, the Company shall not deliver
to the Investor any Regular Purchase Notice, Accelerated Purchase Notice or Additional Accelerated Purchase Notice, or Tranche Purchase
Notice.


 


11. TERMINATION


 


This Agreement may be terminated
only as follows:


 


(a) If
pursuant to or within the meaning of any Bankruptcy Law, the Company commences a voluntary case or any Person commences a proceeding against
the Company which is not discharged within 90 days, a Custodian is appointed for the Company or for all or substantially all of its property,
or the Company makes a general assignment for the benefit of its creditors (any of which would be an Event of Default as described in
Sections 10(f), 10(g) and 10(h) hereof), this Agreement shall automatically terminate without any liability or payment
to the Company (except as set forth below) without further action or notice by any Person.


 


(b) In
the event that (i) the Company fails to file the Registration Statement with the SEC within the period specified in Section 5(a)
hereof in accordance with the terms of the Registration Rights Agreement or (ii) the Commencement shall not have occurred on or before
November 30, 2021, due to the failure to satisfy the conditions set forth in Sections 7(II) and 8(II) above with respect
to the Commencement, then, in the case of clause (i) above, this Agreement may be terminated by the Investor at any time prior to the
filing of the Registration Statement and, in the case of clause (ii) above, this Agreement may be terminated by either party at the close
of business on November 30, 2021 or thereafter, in each case without liability of such party to the other party (except as set forth below);
provided, however, that the right to terminate this Agreement under this Section 11(b) shall not be available to any party if such
party is then in breach of any covenant or agreement contained in this Agreement or any representation or warranty of such party contained
in this Agreement fails to be true and correct such that the conditions set forth in Section 7(II)(c) or Section 8(II)(e),
as applicable, could not then be satisfied.


 


(c)
At any time after the Commencement Date, the Company shall have the option to terminate this Agreement for any reason or for no reason
by delivering notice (a “Company Termination Notice”) to the Investor electing to terminate this Agreement without
any liability whatsoever of any party to any other party under this Agreement (except as set forth below). The Company Termination Notice
shall not be effective until one (1) Business Day after it has been received by the Investor.


 


(d) This
Agreement shall automatically terminate on the date that the Company sells and the Investor purchases the full Available Amount as provided
herein, without any action or notice on the part of any party and without any liability whatsoever of any party to any other party under
this Agreement (except as set forth below).


 






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(e) If,
for any reason or for no reason, the full Available Amount has not been purchased in accordance with Section 2 of this Agreement
by the Maturity Date, this Agreement shall automatically terminate on the Maturity Date, without any action or notice on the part of any
party and without any liability whatsoever of any party to any other party under this Agreement (except as set forth below).


 


Except as set forth in Sections 11(a) (in
respect of an Event of Default under Sections 10(f), 10(g) and 10(h)), 11(d) and 11(e), any termination of
this Agreement pursuant to this Section 11 shall be effected by written notice from the Company to the Investor, or the Investor
to the Company, as the case may be, setting forth the basis for the termination hereof. The representations and warranties and covenants
of the Company and the Investor contained in Sections 3, 4, 5, and 6 hereof, the indemnification provisions
set forth in Section 9 hereof and the agreements and covenants set forth in Sections 10, 11 and 12 shall survive
the execution and delivery of this Agreement and any termination of this Agreement. No termination of this Agreement shall (i) affect
the Company’s or the Investor’s rights or obligations under (A) this Agreement with respect to the Initial Purchase or any
pending Tranche Purchase, Regular Purchases, Accelerated Purchases or Additional Accelerated Purchases and the Company and the Investor
shall complete their respective obligations with respect to the Initial Purchase and any pending Tranche Purchase, Regular Purchases,
Accelerated Purchases and Additional Accelerated Purchases under this Agreement and (B) the Registration Rights Agreement, which shall
survive any such termination, or (ii) be deemed to release the Company or the Investor from any liability for intentional misrepresentation
or willful breach of any of the Transaction Documents.


 


12. MISCELLANEOUS.


 


(a) Governing
Law; Jurisdiction; Jury Trial. The corporate laws of the State of Delaware shall govern all issues concerning the relative rights
of the Company and its stockholders. All other questions concerning the construction, validity, enforcement and interpretation of this
Agreement, the Registration Rights Agreement and the other Transaction Documents shall be governed by the internal laws of the State of
Illinois, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Illinois or any other
jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Illinois. Each party hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting in the State of Illinois, County of Cook, for the adjudication
of any dispute hereunder or under the other Transaction Documents or in connection herewith or therewith, or with any transaction contemplated
hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that
it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient
forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process
and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for
such 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 manner permitted by law. EACH
PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER
OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


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


 






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(c) Headings.
The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.


 


(d) Severability.
If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not
affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any
provision of this Agreement in any other jurisdiction.


 


(e) Entire
Agreement. The Transaction Documents supersede all other prior oral or written agreements between the Investor, the Company, their
Affiliates and Persons acting on their behalf with respect to the subject matter thereof, and this Agreement, the other Transaction Documents
and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein
and, except as specifically set forth herein or therein, neither the Company nor the Investor makes any representation, warranty, covenant
or undertaking with respect to such matters. The Company acknowledges and agrees that is has not relied on, in any manner whatsoever,
any representations or statements, written or oral, other than as expressly set forth in the Transaction Documents.


 


(f) Notices.
Any notices, consents or other communications required or permitted to be given under the terms of this Agreement must be in writing and
will be deemed to have been delivered: (i) upon receipt when delivered personally; (ii) upon receipt when sent by facsimile or email (provided
confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one Business
Day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the
same. The addresses for such communications shall be:


 


If to the Company:


Amesite Inc.


607 Shelby Street


Suite 700 PMB 214


Detroit, MI 48226


Telephone: (734) 876-8130


E-mail: ams@amsite.io


Attention:  Ann Marie Sastry, Ph.D.


 Chief Executive Officer


 


With a copy to (which shall not constitute
notice or service of process):


Sheppard, Mullin,
Richter & Hampton LLP


30 Rockefeller Plaza


New York, NY 10112


Telephone: (212) 653-8700


Facsimile: (212) 655-1729


Email: rafriedman@sheppardmullin.com


Attention:  Richard A. Friedman, Esq. 


 






    33


     


    

 


If to the Investor:


Lincoln Park Capital Fund, LLC


440 North Wells, Suite 410


Chicago, IL 60654


Telephone: 312-822-9300


Facsimile: 312-822-9301


E-mail: jscheinfeld@lpcfunds.com/jcope@lpcfunds.com


Attention: Josh Scheinfeld/Jonathan
Cope


 


With a copy to (which shall
not constitute notice or service of process):


Dorsey & Whitney
LLP


51 West 52nd
Street


New York, NY 10019


Telephone: (212)
415-9214


Facsimile:  (212)
953-7201


E-mail: marsico.anthony@dorsey.com


Attention: Anthony
J. Marsico, Esq.


 


If to the Transfer Agent:


Continental Stock
Transfer & Trust Company


1 State Street,
30th Floor


New York, NY 10004-1561


Telephone:  (212)
509-4000


Attention:  Isaac
Kagan, Vice President & Account Administrator 


 


or at such other address and/or facsimile number
and/or email address and/or to the attention of such other Person as the recipient party has specified by written notice given to each
other party three (3) Business Days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient
of such notice, consent or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine or email
account containing the time, date, and recipient facsimile number or email address, as applicable, or (C) provided by a nationally recognized
overnight delivery service, shall be rebuttable evidence of personal service, receipt by facsimile or email or receipt from a nationally
recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.


 


(g) Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.
The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Investor,
including by merger or consolidation. The Investor may not assign its rights or obligations under this Agreement.


 


(h) No
Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors
and assigns and, except as set forth in Section 9, is not for the benefit of, nor may any provision hereof be enforced by, any other Person.


 


(i) Publicity.
The Company shall afford the Investor and its counsel with the opportunity to review and comment upon, shall consult with the Investor
and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its counsel on,
any press release, SEC filing or any other public disclosure by or on behalf of the Company relating to the Investor, its purchases hereunder
or any aspect of the Transaction Documents or the transactions contemplated thereby, not less than 24 hours prior to the issuance, filing
or public disclosure thereof. The Investor must be provided with a final version of any portion of such press release, SEC filing or other
public disclosure at least 24 hours prior to any release, filing or use by the Company thereof. The Company agrees and acknowledges that
its failure to fully comply with this provision constitutes a Material Adverse Effect.


 


(j) Further
Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute
and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to
consummate and make effective, as soon as reasonably possible, the Commencement, and to carry out the intent and accomplish the purposes
of this Agreement and the consummation of the transactions contemplated hereby.


 






    34


     


    

 


(k) No
Financial Advisor, Placement Agent, Broker or Finder. The Company represents and warrants to the Investor that it has not engaged
any financial advisor, placement agent, broker or finder in connection with the transactions contemplated hereby. The Investor represents
and warrants to the Company that it has not engaged any financial advisor, placement agent, broker or finder in connection with the transactions
contemplated hereby. The Company shall be responsible for the payment of any fees or commissions, if any, of any financial advisor, placement
agent, broker or finder relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold the Investor
harmless against, any liability, loss or expense (including, without limitation, reasonable attorneys’ fees and out of pocket expenses)
arising in connection with any such claim.


 


(l) No
Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their
mutual intent, and no rules of strict construction will be applied against any party.


 


(m) Remedies,
Other Obligations, Breaches and Injunctive Relief. The Investor’s remedies provided in this Agreement, including, without limitation,
the Investor’s remedies provided in Section 9, shall be cumulative and in addition to all other remedies available to the Investor
under this Agreement, at law or in equity (including a decree of specific performance and/or other injunctive relief), no remedy of the
Investor contained herein shall be deemed a waiver of compliance with the provisions giving rise to such remedy and nothing herein shall
limit the Investor’s right to pursue actual damages for any failure by the Company to comply with the terms of this Agreement. The Company
acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investor and that the remedy at law for
any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the Investor
shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing
economic loss and without any bond or other security being required.


 


(n) Enforcement
Costs. If: (i) this Agreement is placed by the Investor in the hands of an attorney for enforcement or is enforced by the Investor
through any legal proceeding; (ii) an attorney is retained to represent the Investor in any bankruptcy, reorganization, receivership or
other proceedings affecting creditors’ rights and involving a claim under this Agreement; or (iii) an attorney is retained to represent
the Investor in any other proceedings whatsoever in connection with this Agreement, then the Company shall pay to the Investor, as incurred
by the Investor, all reasonable costs and expenses including attorneys’ fees incurred in connection therewith, in addition to all other
amounts due hereunder.


 


(o) Amendment
and Waiver; Failure or Indulgence Not Waiver. No provision of this Agreement may be amended or waived by the parties from and after
the date that is one (1) Business Day immediately preceding the initial filing of the Registration Statement with the SEC. Subject to
the immediately preceding sentence, (i) no provision of this Agreement may be amended other than by a written instrument signed by both
parties hereto and (ii) no provision of this Agreement may be waived other than in a written instrument signed by the party against whom
enforcement of such waiver is sought. No failure or delay in the exercise of any power, right or privilege hereunder shall operate as
a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof
or of any other right, power or privilege.


 


* * * * *


 




    35


     


    

 


IN WITNESS WHEREOF, the Investor and the
Company have caused this Agreement to be duly executed as of the date first written above.


 


	 	THE COMPANY:
	 	 
	 	AMESITE INC.
	 	 
	 	By:	
	 	Name: 	Ann Marie Sastry, Ph.D.
	 	Title: 	Chief Executive Officer
	 	 
	 	INVESTOR:
	 	 
	 	LINCOLN PARK CAPITAL FUND, LLC
	 	BY: LINCOLN PARK CAPITAL, LLC
	 	BY: ROCKLEDGE CAPITAL CORPORATION
	 	 
	 	By:	              
	 	Name: 	Josh Scheinfeld
	 	Title: 	President



 




    36


     


    

 


EXHIBITS


 


	Exhibit A	Form of Officer’s Certificate
	Exhibit B	Form of Resolutions of
Board of Directors of the Company
	Exhibit C	Form of Secretary’s Certificate
	Exhibit D	Form of Letter to Transfer Agent






 




     


     


    

 


EXHIBIT A


 


FORM OF OFFICER’S CERTIFICATE


 


This Officer’s Certificate
(“Certificate”) is being delivered pursuant to [Section 8(I)(c)] [Section 8(II)(e)] of that certain Purchase
Agreement dated as of August 2, 2021, (“Purchase Agreement”), by and between AMESITE INC., a Delaware corporation
(the “Company”), and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”). Terms used herein and
not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement.


 


The undersigned, ___________,
______________ of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, as follows:


 


1. I
am the _____________ of the Company and make the statements contained in this Certificate;


 


2. The
representations and warranties of the Company contained in the Purchase Agreement are true and correct in all material respects (except
to the extent that any of such representations and warranties is already qualified as to materiality in Section 4 of the Purchase Agreement,
in which case, such representations and warranties are true and correct without further qualification) as of the date when made and as
of [the date hereof] [the Commencement Date] as though made at that time (except for representations and warranties that speak as of a
specific date, in which case such representations and warranties are true and correct as of such date);


 


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


 


 4.  The Company has
not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any Bankruptcy Law nor does the Company
have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy or insolvency proceedings. The Company
is financially solvent and is generally able to pay its debts as they become due.


 


IN WITNESS WHEREOF, I have
hereunder signed my name on this ___ day of ___________.


 


	 	
	 	Name:
	 	Title:



 


The undersigned as Secretary
of AMESITE INC., a Delaware corporation, hereby certifies that ___________ is the duly elected, appointed, qualified and acting
________ of AMESITE INC. and that the signature appearing above is [his][her] genuine signature.


 


	 	 
	 	Secretary



 




     


     


    

 


EXHIBIT B


 


FORM OF COMPANY RESOLUTIONS


FOR SIGNING PURCHASE AGREEMENT


 


UNANIMOUS WRITTEN CONSENT OF


AMESITE INC.


 


The undersigned, constituting
all of the members of the Board of Directors (the “Board”) of Amesite Inc., a Delaware corporation (the “Corporation”),
pursuant to Section 141 of the Delaware General Corporation Law and in accordance with the bylaws of the Company, hereby approve
and adopt the following recitals and resolutions by written consent effective as of later date as all signatures are affixed to this written
consent:


 


WHEREAS, there has
been presented to the Board of Directors of the Corporation a draft of the Purchase Agreement (the “Purchase Agreement”),
by and between the Corporation and Lincoln Park Capital Fund, LLC (“Lincoln Park”), providing for the purchase by Lincoln
Park of up to Sixteen Million Five Hundred Thousand Dollars ($16,500,000) of the Corporation’s common stock, $0.0001 par value per
share (the “Common Stock”); and


 


WHEREAS, after careful
consideration of the Purchase Agreement, the documents incident thereto and other factors deemed relevant by the Board of Directors, the
Board of Directors has determined that it is advisable and in the best interests of the Corporation to engage in the transactions contemplated
by the Purchase Agreement, including, but not limited to, (i) the issuance of 152,715 shares of Common Stock to Lincoln Park as a commitment
fee upon the execution of the Purchase Agreement (the “Commitment Shares”), (ii) the sale of 759,109 shares of Common
Stock (collectively, the “Initial Purchase Shares”) upon execution of the Purchase Agreement for aggregate consideration
of $1,500,000, and (iii) the sale of up to $15,000,000 worth of additional shares of Common Stock to Lincoln Park under the Purchase Agreement
from time to time thereafter (the “Purchase Shares”).


 


Transaction Documents


 


NOW, THEREFORE, BE IT RESOLVED,
that the transactions described in the Purchase Agreement are hereby approved, including the sale by the Corporation of up to $16,500,000
of shares of Common Stock pursuant to the terms thereof, and that [_____________] and [______________] (the “Authorized Officers”)
be, and each of them hereby is, authorized to execute and deliver the Purchase Agreement, and any other agreements or documents contemplated
thereby including, without limitation, a registration rights agreement (the “Registration Rights Agreement”) providing
for the registration of the shares of the Company’s Common Stock issuable in respect of the Purchase Agreement on behalf of the
Corporation, with such amendments, changes, additions and deletions as the Authorized Officers may deem to be appropriate and approve
on behalf of, the Corporation, such approval to be conclusively evidenced by the signature of an Authorized Officer thereon; and


 


FURTHER RESOLVED, that
the terms and provisions of the Registration Rights Agreement by and among the Corporation and Lincoln Park (a copy of which has been
circulated to the Board) are hereby approved and that the Authorized Officers be, and each of them hereby is, authorized to execute and
deliver the Registration Rights Agreement (pursuant to the terms of the Purchase Agreement), with such amendments, changes, additions
and deletions as the Authorized Officer may deem appropriate and approve on behalf of, the Corporation, such approval to be conclusively
evidenced by the signature of an Authorized Officer thereon; and


 


FURTHER RESOLVED, that
the terms and provisions of the forms of Irrevocable Transfer Agent Instructions and Notice of Effectiveness of Registration Statement,
copies of which have been circulated to the Board (collectively, the “Instructions”), are hereby approved and that
the Authorized Officers be, and each of them hereby is, authorized to execute and deliver the Instructions on behalf of the Company in
accordance with the Purchase Agreement, with such amendments, changes, additions and deletions as the Authorized Officers may deem appropriate
and approve on behalf of, the Corporation, such approval to be conclusively evidenced by the signature of an Authorized Officer thereon;
and


 






     


     


    

 


Issuance of Common Stock


 


FURTHER RESOLVED, that
the Corporation is hereby authorized to issue to Lincoln Park Capital Fund, LLC, 152,715 shares of Common Stock as Commitment Shares and
that upon issuance of the Commitment Shares pursuant to the Purchase Agreement the Commitment Shares shall be duly authorized, validly
issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and


 


FURTHER RESOLVED, that
the Corporation is hereby authorized to issue to Lincoln Park Capital Fund, LLC, 759,109 shares of Common Stock as Initial Purchase Shares
and that upon issuance of the Initial Purchase Shares pursuant to the Purchase Agreement the Initial Purchase Shares shall be duly authorized,
validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and


 


FURTHER RESOLVED, that
the Corporation is hereby authorized to issue shares of Common Stock upon the purchase of Purchase Shares and Initial Purchase Shares
up to the Available Amount under the Purchase Agreement in accordance with the terms of the Purchase Agreement and that, upon issuance
of the Purchase Shares pursuant to the Purchase Agreement, the Purchase Shares will be duly authorized, validly issued, fully paid and
nonassessable with no personal liability attaching to the ownership thereof; and


 


FURTHER RESOLVED,
that the Corporation shall initially reserve 4,200,000 shares of Common Stock for issuance as Purchase Shares and Initial Purchase Shares
under the Purchase Agreement; and 


 


Filing of 8-K


 


RESOLVED, that the
Authorized Officers be, and each of them hereby is, authorized and directed to prepare, verify, sign and file, or cause to be prepared,
verified, signed and filed, in the name and on behalf of the Company, such current reports on Form 8-K and other filings under the Securities
Exchange Act of 1934, as amended, as the Authorized Officer acting shall deem necessary or appropriate or as may be required by applicable
law, and each such Authorized Officer or such other person as any such Authorized Officer shall designate in writing is authorized to
execute and deliver, in the name and on behalf of the Corporation, any and all agreements, undertakings, instruments and other documents
and to do any and all things which may be necessary or appropriate in connection therewith; and


 


Registration Statement


 


RESOLVED, that the
Authorized Officers be, and each of them acting alone hereby is, authorized, empowered and directed, for and on behalf of the Corporation,
to cause to be prepared, to execute and to cause to be filed with the Securities and Exchange Commission (the “Commission”),
in accordance with the Securities Act and in conformity with the rules and regulations thereunder, one or more registration statements
on Form S-1 (each, a “Registration Statement” and collectively, the “Registration Statements”) or
any other form as may be necessary or appropriate to enable the resale of the Common Stock issued pursuant to the Offering in such form
and containing such terms and provisions as may be approved by the Authorized Officers, with such changes therein, or additions, amendments
or supplements thereto as such officer or officers executing the same shall approve, his, her or their execution thereof to be conclusive
evidence of such approval; and


 






     


     


    

 


RESOLVED FURTHER, that
the Authorized Officers be, and each of them acting alone hereby is, authorized to prepare, execute and file with the Commission, on behalf
of the Corporation, any amendments to any Registration Statement and/or any supplements to the prospectus relating to the shares of Common
Stock in the Offering as they may in their discretion deem necessary or advisable; and


 


RESOLVED FURTHER, that
the execution of any such Registration Statement by the Authorized Officers, as required by the rules and regulations of the Commission,
is hereby authorized and approved; and


 


RESOLVED FURTHER, that
the Authorized Officers be, and each of them acting alone hereby is, authorized from time to time to do, or cause to be done, all such
other acts and things and to execute and deliver all such instruments and documents, as each such Authorized Officer shall deem necessary
or appropriate to cause any Registration Statement to be filed with the Commission and declared effective consistent with the intent of
the foregoing resolutions; and


 


Blue Sky


 


RESOLVED,
that the Authorized Officers be, and each of them acting alone hereby is, authorized, empowered and directed, for and on behalf of the
Corporation, to take any and all actions which they deem necessary or advisable in order to effect the registration or qualification (or
exemption therefrom) of shares of Common Stock in the Offering under the blue sky or securities laws of any of the states or jurisdictions
of the United States and in connection therewith to execute, acknowledge, verify, deliver, file or cause to be filed any notices, filings,
consents to service of process, appointments of attorneys to receive service of process and other papers and instruments which may be
required under such laws, and to take any and all further action which they deem necessary or advisable in order to maintain any such
registration or qualification for as long as they deem necessary or as required by law; and


 


RESOLVED FURTHER, that
each resolution required to be adopted in each such state in order to affect such registration or qualification or to obtain such an exemption
therefrom is hereby adopted, and the Authorized Officers are, and each of them acting alone hereby is, directed to attach a copy of each
resolution so adopted pursuant to this Unanimous Written Consent; and


 


Approval of Actions


 


FURTHER RESOLVED, that,
without limiting the foregoing, the Authorized Officers are, and each of them hereby is, authorized and directed to proceed on behalf
of the Corporation and to take all such steps as deemed necessary or appropriate, with the advice and assistance of counsel, to cause
the Corporation to consummate the agreements referred to herein and to perform its obligations under such agreements; and


 


FURTHER RESOLVED, that
the Authorized Officers be, and each of them hereby is, authorized, empowered and directed on behalf of and in the name of the Corporation,
to take or cause to be taken all such further actions and to execute and deliver or cause to be executed and delivered all such further
agreements, amendments, documents, certificates, reports, schedules, applications, notices, letters and undertakings and to incur and
pay all such fees and expenses as in their judgment shall be necessary, proper or desirable to carry into effect the purpose and intent
of any and all of the foregoing resolutions, and that all actions heretofore taken by any officer or director of the Corporation in connection
with the transactions contemplated by the agreements described herein are hereby approved, ratified and confirmed in all respects.


 


(Signature Page Follows)


 




     


     


    

 


IN WITNESS WHEREOF,
the undersigned, being all of the members of the Board of Directors of the Company, do hereby execute this Unanimous Written Consent on
the date set forth below each such undersigned’s name. This Unanimous Written Consent may be executed in counterparts, with each
an original and all of which together shall constitute one and the same instrument. A signature or signatures delivered by facsimile or
other electronic transmission, or an electronic transmission indicating approval of this Unanimous Written Consent, shall be deemed to
be an original signature or signatures or approval and shall be valid and binding to the same extent as if it was an original.


 


DIRECTORS


 


	 	 	 
	 	 	 
	 	 	 






 


being all of the directors of AMESITE INC.


 




     


     


    

 


EXHIBIT C


 


FORM OF SECRETARY’S CERTIFICATE


 


This Secretary’s Certificate
(“Certificate”) is being delivered pursuant to Section 8(II)(k) of that certain Purchase Agreement dated as of August
2, 2021 (“Purchase Agreement”), by and between AMESITE INC., a Delaware corporation (the “Company”) and
LINCOLN PARK CAPITAL FUND, LLC (the “Investor”), pursuant to which the Company may sell to the Investor up to Sixteen
Million Five Hundred Thousand Dollars ($16,500,000) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”).
Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement.


 


The undersigned, [____________], Secretary of the
Company, hereby certifies, on behalf of the Company and not in [his/her] individual capacity, as follows:


 


1. I
am the Secretary of the Company and make the statements contained in this Secretary’s Certificate.


 


2. Attached
hereto as Exhibit A and Exhibit B are true, correct and complete copies of the Company’s bylaws (“Bylaws”)
and Certificate of Incorporation (“Charter”), in each case, as amended through the date hereof, and no action has been taken
by the Company, its directors, officers or stockholders, in contemplation of the filing of any further amendment relating to or affecting
the Bylaws or Charter.


 


3. Attached
hereto as Exhibit C are true, correct and complete copies of the resolutions duly adopted by the Board of Directors of the Company
on [__________], 2021, at which a quorum was present and acting throughout. Such resolutions have not been amended, modified or rescinded
and remain in full force and effect and such resolutions are the only resolutions adopted by the Company’s Board of Directors, or
any committee thereof, or the stockholders of the Company relating to or affecting (i) the entering into and performance of the Purchase
Agreement, or the issuance, offering and sale of the Purchase Shares and the Commitment Shares and (ii) and the performance of the Company
of its obligation under the Transaction Documents as contemplated therein.


 


4. As
of the date hereof, the authorized, issued and reserved capital stock of the Company is as set forth on Exhibit D hereto.


 






     


     


    

 


IN WITNESS WHEREOF,
I have hereunder signed my name on this ___ day of _____, 2021.


 


	 	 
	 	[NAME]
	 	Secretary 



 


The undersigned as Chief Executive
Officer of AMESITE INC., a Delaware corporation, hereby certifies that [___________] is the duly elected, appointed, qualified
and acting Secretary of AMESITE INC., and that the signature appearing above is [his/her] genuine signature.


 





	 	 
	 	[NAME]
	 	Chief Executive Officer


 






     


     


    

 


EXHIBIT D


 


FORM OF LETTER TO THE TRANSFER AGENT FOR THE
ISSUANCE OF THE INITIAL PURCHASE SHARES AND THE COMMITMENT SHARES AT SIGNING OF THE PURCHASE AGREEMENT


 


[COMPANY LETTERHEAD]


 


[_____________], 2021


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, NY 10004-1561


Attention: [________________]


 


Re: Issuance of Common Stock to Lincoln Park Capital Fund, LLC


 


Dear ___________:


 


On behalf of AMESITE INC. (the “Company”),
you are hereby instructed to issue as soon as possible a book-entry statement representing an aggregate of 911,824
shares of our common stock in the name of Lincoln Park Capital Fund, LLC. The book-entry statement should be dated August
2, 2021. I have included a true and correct copy of resolutions duly adopted by the Company’s Board of Directors approving the issuance
of these shares. The book-entry statement should bear the following restrictive legend:


 


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


 






     


     


    

 


The book-entry statement should be sent as soon as possible via
overnight mail to the following address:


 


Lincoln Park Capital Fund, LLC


440 North Wells, Suite 410


Chicago, IL 60654


Attention: Josh Scheinfeld/Jonathan Cope


 


Thank you very much for your help. Please call me at [__________] if
you have any questions or need anything further.


 


	AMESITE INC.	 
	 	 
	By: 	           	 
	Name: 	 
	Title: