Exhibit
10.1


 


UNDERWRITING
AGREEMENT


 


July
21, 2021


 


Aegis
Capital Corp.


As
Representative of the Underwriters named on Schedule 1-A attached hereto


810
Seventh Avenue 18th Floor


New
York, NY 10019


As
Representative of the several Underwriters


 


named
on Schedule 1-A attached hereto


 


Ladies
and Gentlemen:


 


The
undersigned, Jupiter Wellness, Inc. (the “Company”) and the selling stockholders as set forth in Schedule 1-B
(the “Selling Stockholders”), hereby confirms its agreement (this “Agreement”) with Aegis
Capital Corp. (hereinafter referred to as “you” (including its correlatives) or the “Representative”)
and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative
and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”)
as follows:


 


1.
Purchase and Sale of Securities.


 


1.1
Firm Securities.


 


1.1.1.
Nature and Purchase of Firm Securities.


 


(i) On
the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the
Company agrees to issue and sell to the several Underwriters, an aggregate of 11,066,258 shares (each, a “Company
Offering Firm Share” and collectively, the “Company Offering Firm Shares”) of the Company’s
common stock, par value $0.001 per share (the “Common Stock”) and the Selling Stockholders agreed to sell to the
several Underwriters, an aggregate of 540,884 shares of Common Stock (each, a “Selling Stockholder Firm
Share” and collectively, the “Selling Stockholder Firm Shares”). Each Company Offering Firm Share or
Selling Stockholder Firm Share is a “Firm Share” and collectively are the Firm Shares. For every one
Company Offering Firm Share issued and sold by the Company or every one Selling Stockholder Firm Share sold by the Selling
Stockholders, the Company shall issue and sell to the several Underwriters one five-year warrant to purchase one share of Common
Stock for $0.01 per warrant at an exercise price of $2.79 per share (100.0% of the combined public offering price per
Firm Share and Firm Company Warrant as defined hereto in the Offering) (each, a “Firm Company Warrant”), or an
aggregate of 11,607,142 five-year warrants to purchase an aggregate of 11,607,142 shares of Common Stock (the
“Firm Company Warrants” and together with the Firm Shares, the “Firm Securities,” and, each
individually, a “Firm Security”). The Firm Shares and the Firm Company Warrants will be separated immediately
upon issuance. 


 


(ii)
The Underwriters, severally and not jointly, agree to purchase from the Company and the Selling Stockholders the number of Firm Shares
and Firm Company Warrants set forth opposite their respective names on Schedule 1-A attached hereto and made a part hereof at
a combined purchase price for one Firm Share and one Firm Company Warrant of $2.604 (or 93%
of the combined public purchase price of one Firm Share and one Firm Company Warrant). The Firm Securities are to be offered initially
to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof).


 


1.1.2.
Firm Securities Payment and Delivery.


 


(i)
Delivery and payment for the Firm Securities shall be made at 10:00 a.m., Eastern time, on the second (2nd) Business Day following the
signing of this Agreement (the “Effective Date”) (or the third (3rd) Business Day following the Effective Date if
this Agreement is signed after 4:01 p.m., Eastern time) or at such earlier time as shall be agreed upon by the Representative, the Company
and the Selling Stockholders, at the offices of Kaufman & Canoles, P.C., 1021 E. Cary Street, Suite 1400, Two James Center, Richmond,
VA 23219 (“Representative’s Counsel”), or at such other place (or remotely by facsimile or other electronic
transmission) as shall be agreed upon by the Representative, the Company and the Selling Stockholders. The hour and date of delivery
and payment for the Firm Securities is called the “Closing Date.”


 




    	 



     


    

 


(ii)
Payment for the Firm Securities shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable to the order
of the Company and the Selling Stockholders upon delivery of the certificates (in form and substance satisfactory to the Underwriters)
representing the Firm Securities (or through the facilities of the Depository Trust Company (“DTC”)) for the
account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the
Representative may request in writing at least one full Business Day prior to the Closing Date. The Company and the Selling Stockholders
shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representative for all of the Firm
Securities. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which
banking institutions are authorized or obligated by law to close in New York, New York.


 


1.2.
Over-allotment Option.


 


1.2.1. Option
Securities. For the purposes of covering any over-allotments in connection with the
distribution and sale of the Firm Securities, the Company hereby grants to the Representative an option (the “Over-allotment
Option”) to purchase, in the aggregate, up to (a) 1,741,071 additional shares of Common Stock (the “Option Shares”)
representing fifteen percent (15%) of the Firm Shares sold in the offering and (b) 1,741,071 additional Warrants to purchase up to an
additional 1,741,071 shares of Common Stock (the “Option Company Warrants” and, collectively with the Option Shares,
the “Option Securities”), representing fifteen percent (15%) of the Firm Company Warrants sold in the offering from
the Company, which may be purchased in any combination of Option Shares and/or Option Company Warrants. Among the 1,741,071 Option Shares,
1,659,939 shares of Common Stock (each, a “Company Offering Option Share” and collectively, the “Company Offering
Option Shares”) will be issued by the Company, and 81,132 shares of Common Stock (each, a “Selling Stockholder Option
Share” and collectively, the “Selling Stockholder Option Shares”) will be sold by the Selling Stockholders,
as set forth in Schedule 2-A. Each Company Offering Firm Share or Company Offering Option Share is a “Company Offering
Share” and collectively are the Company Offering Shares. Each Selling Stockholder Firm Share or Selling Stockholder Option
Share is a “Selling Stockholder Share” and collectively are the Selling Stockholder Shares. Each Firm Company
Warrant or Option Company Warrant is a “Company Warrant” and collectively are the Company Warrants. All of the
Company Offering Option Shares and Option Company Warrants will be issued by the Company. The net proceeds of the Company Offering Option
Shares and the Option Company Warrants will be deposited with the Company’s account. The net proceeds of the Selling Stockholder
Option Shares will be deposited with the Selling Stockholders’ accounts. The purchase price to be paid per Option Share shall be
equal to the combined price per Firm Share and Firm Company Warrant set forth in Section 1.1.1 hereof. The public purchase price to be
paid per Option Company Warrant shall be $0.01. The Firm Shares and the Option Shares are hereinafter referred to as the “Shares.”
The Company Warrants are hereinafter referred to as the “Warrants.” The Shares, the Warrants and the shares of Common
Stock underlying the Warrants are hereinafter referred to together as the “Public Securities.” The offering and sale
of the Public Securities is hereinafter referred to as the “Offering.”


 


1.2.2. Exercise
of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to
all (at any time) or any part (from time to time) of any combination of Option Securities within forty-five (45) days after the Closing
Date. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment
Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company and the Selling Stockholders
from the Representative, setting forth the number of Option Shares and/or Option Company Warrants to be purchased and the date
and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later
than five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative,
at the offices of Representative’s Counsel or at such other place (including remotely by facsimile or other electronic transmission)
as shall be agreed upon by the Company, the Selling Stockholders and the Representative. If such delivery and payment for the Option
Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment
Option with respect to all or any portion of the Option Securities subject to the terms and conditions set forth herein, (i) the Company
shall become obligated to sell to the Underwriters the number of Company Offering Option Shares and/or Option Company Warrants
specified in such notice, (ii) the Selling Stockholders shall become obligated to sell to the Underwriters the number of Selling Stockholder
Option Shares specified in such notice, and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion
of the total number of Option Shares and/or Option Company Warrants then being purchased as set forth in Schedule 1 opposite
the name of such Underwriter.


 




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1.2.3.
Payment and Delivery. Payment for the Option Securities shall be made on the Option Closing Date by wire transfer in Federal (same
day) funds, payable to the order of the Company and the Selling Stockholders upon delivery to you of certificates (in form and substance
satisfactory to the Underwriters) representing the Option Securities (or through the facilities of DTC or via DWAC transfer) for the
account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as
the Representative may request in writing at least one full Business Day prior to the Option Closing Date. The Company and the Selling
Stockholders shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for
applicable Option Securities.


 


1.3
Representative’s Warrants.


 





1.3.1.
Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date,
a five-year warrant (“Representative’s Warrant”) for the purchase of 442,650 shares of Common Stock,
representing 4% of the aggregate number of Company Offering Firm Shares (excluding the underwriter’s over-allotment option),
issued in the Offering, pursuant to a warrant in the form attached hereto as Exhibit A, at an initial exercise price of $3.50
(or 125% of the combined public offering price of each Frim Share and Company Firm Warrant). The Representative’s
Warrant and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s
Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110
against transferring the Representative’s Warrant and the underlying shares of Common Stock during the one hundred eighty (180)
days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate
the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction
that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the
Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer
or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing
lock-up restrictions.




 


1.3.2.
Delivery. Delivery of the Representative’s Warrant shall be made on the Closing Date, and shall be issued in the name or
names and in such authorized denominations as the Representative may request.


 


2.
Representations and Warranties of the Company. The Company represents and warrants to the Underwriters as of the Applicable Time
(as defined below), as of the Closing Date and as of the Option Closing Date, if any, as follows:


 


2.1.
Filing of Registration Statement.


 





2.1.1.Pursuant
to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”)
a registration statement, and an amendment or amendments thereto, on Form S-1 (File No. 333- 258005), including any related prospectus
or prospectuses, which registration statement was declared effective on July 21, 2021, for the registration of the Public Securities
and the Underwriter’s Securities under the Securities Act of 1933, as amended (the “Securities Act”), which
registration statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the
requirements of the Securities Act and the rules and regulations of the Commission under the Securities Act (the “Securities
Act Regulations”) and contains and will contain all material statements that are required to be stated therein in accordance
with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require, such registration statement,
as amended, on file with the Commission at the time the registration statement became effective (including the Preliminary Prospectus
included in the registration statement, financial statements, schedules, exhibits and all other documents filed as a part thereof or
incorporated therein and all information deemed to be a part thereof as of the Effective Date pursuant to paragraph (b) of Rule 430A
of the Securities Act Regulations (the “Rule 430A Information”)), is referred to herein as the “Registration
Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations, then
after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to Rule
462(b). The Registration Statement has been declared effective by the Commission on the date hereof.




 




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Each
prospectus used prior to the effectiveness of the Registration Statement, and each prospectus that omitted the Rule 430A Information
that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “Preliminary
Prospectus.” The Preliminary Prospectus, subject to completion, dated [●], 2021, that was included in the Registration
Statement immediately prior to the Applicable Time is hereinafter called the “Pricing Prospectus.” The final prospectus in
the form first furnished to the Underwriters for use in the Offering is hereinafter called the “Prospectus.” Any reference
to the “most recent Preliminary Prospectus” shall be deemed to refer to the latest Preliminary Prospectus included in the
Registration Statement.


 


“Applicable
Time” means [●] p.m., Eastern time, on the date of this Agreement.


 


“Issuer
Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act
Regulations (“Rule 433”), including without limitation any “free writing prospectus” (as defined in Rule
405 of the Securities Act Regulations) relating to the Public Securities that is (i) required to be filed with the Commission by the
Company, (ii) a “road show that is a written communication” within the meaning of Rule 433(d)(8)(i), whether or not required
to be filed with the Commission, or (iii) exempt from filing with the Commission pursuant to Rule 433(d)(5)(i) because it contains a
description of the Public Securities or of the Offering that does not reflect the final terms, in each case in the form filed or required
to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule
433(g).


 


“Issuer
General Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to
prospective investors (other than a “bona fide electronic road show,” as defined in Rule 433 (the “Bona Fide
Electronic Road Show”)), as evidenced by its being specified in Schedule 2-B hereto.


 


“Issuer
Limited Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing
Prospectus.


 


“Pricing
Disclosure Package” means any Issuer General Use Free Writing Prospectus issued at or prior to the Applicable Time, the Pricing
Prospectus and the information included on Schedule 2-A hereto, all considered together.


 


2.1.2.
Pursuant to the Exchange Act. The Company has filed with the Commission a Form 8-A providing for the registration pursuant to
Section 12(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of the Common Stock. The
registration of the Common Stock under the Exchange Act has become effective on or prior to the date hereof. The Company has taken no
action designed to, or likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act, nor has
the Company received any notification that the Commission is contemplating terminating such registration.


 


2.2.
Stock Exchange Listing. The Selling Stockholder Shares are listed on the NASDAQ Capital Market (the “Exchange”).
The Company Offering Shares and the shares of Common Stock underlying each of the Warrants and the Representative’s Warrants have
been approved for listing on the Exchange, and the Company has taken no action designed to, or likely to have the effect of, delisting
of the above shares from the Exchange, nor has the Company received any notification that the Exchange is contemplating terminating such
listing.


 


2.3.
No Stop Orders, etc. Neither the Commission nor, to the Company’s knowledge, any state regulatory authority has issued
any order preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus or has instituted
or, to the Company’s knowledge, threatened to institute, any proceedings with respect to such an order. The Company has complied
with each request (if any) from the Commission for additional information.


 




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2.4.
Disclosures in Registration Statement.


 


2.4.1.
Compliance with Securities Act and 10b-5 Representation.


 


(i)
Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material
respects with the requirements of the Securities Act and the Securities Act Regulations. Each Preliminary Prospectus, including the prospectus
filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto, and the Prospectus,
at the time each was or will be filed with the Commission, complied and will comply in all material respects with the requirements of
the Securities Act and the Securities Act Regulations. Each Preliminary Prospectus delivered to the Underwriters for use in connection
with this Offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission
pursuant to EDGAR, except to the extent permitted by Regulation S-T.


 


(ii)
Neither the Registration Statement nor any amendment thereto, at its effective time, as of the Applicable Time, at the Closing Date or
at any Option Closing Date (if any), contained, contains or will contain an untrue statement of a material fact or omitted, omits or
will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.


 


(iii)
The Pricing Disclosure Package, as of the Applicable Time, at the Closing Date or at any Option Closing Date (if any), did not, does
not and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Limited Use Free Writing Prospectus
hereto does not conflict with the information contained in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus
or the Prospectus, and each such Issuer Limited Use Free Writing Prospectus, as supplemented by and taken together with the Pricing Prospectus
as of the Applicable Time, did not include an untrue statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however,
that this representation and warranty shall not apply to statements made in reliance upon and in conformity with written information
furnished to the Company in writing with respect to the Underwriters by the Representative expressly for use in the Registration Statement,
the Pricing Prospectus or the Prospectus or any amendment thereof or supplement thereto. The parties acknowledge and agree that such
information provided by or on behalf of any Underwriter consists solely of the disclosure contained in the “Underwriting”
subsections “- Underwriting Commissions and Discounts and Expenses,” “Stabilization,” “Discretionary Accounts”
and “Other Relationships” of the Prospectus (the “Underwriters’ Information”); and


 


(iv)
Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time
of any filing with the Commission pursuant to Rule 424(b), at the Closing Date or at any Option Closing Date, included, includes or will
include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that
this representation and warranty shall not apply to the Underwriters’ Information.


 


2.4.2.
Disclosure of Agreements. The agreements and documents described in the Registration Statement, the Pricing Disclosure Package
and the Prospectus conform in all material respects to the descriptions thereof contained therein and there are no agreements or other
documents required by the Securities Act and the Securities Act Regulations to be described in the Registration Statement, the Pricing
Disclosure Package and the Prospectus or to be filed with the Commission as exhibits to the Registration Statement, that have not been
so described or filed. Each agreement or other instrument (however characterized or described) to which the Company is a party or by
which it is or may be bound or affected and (i) that is filed as an exhibit to the Registration Statement, the Pricing Disclosure Package
and the Prospectus, or (ii) is material to the Company’s business, has been duly authorized and validly executed by the Company,
is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the
other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization
or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may
be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms
of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor
may be brought. None of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the Company’s
knowledge, any other party is in default thereunder and, to the Company’s knowledge, no event has occurred that, with the lapse
of time or the giving of notice, or both, would constitute a default thereunder, except for any default or event which would not reasonably
be expected to result in a Material Adverse Change. To the Company’s knowledge, performance by the Company of the material provisions
of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or
decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses
(each, a “Governmental Entity”), including, without limitation, those relating to environmental laws and regulations,
except for any violation which would not reasonably be expected to result in a Material Adverse Change.


 




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2.4.3.
Prior Securities Transactions. During the past three (3) years from the date of this Agreement, no securities of the Company have
been sold by the Company or by or on behalf of, or for the benefit of, any person or persons controlling, controlled by or under common
control with the Company, except as disclosed in the Registration Statement, the Pricing Disclosure Package and any Preliminary Prospectus.


 


2.4.4.
Regulations. The disclosures in the Registration Statement, the Pricing Disclosure Package and the Prospectus concerning the effects
of federal, state, local and all foreign regulation on the Offering and the Company’s business as currently contemplated are correct
in all material respects and no other such regulations are required to be disclosed in the Registration Statement, the Pricing Disclosure
Package and the Prospectus which are not so disclosed


 


2.5.
Changes after Dates in Registration Statement.


 


2.5.1.
No Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Pricing
Disclosure Package and the Prospectus, except as otherwise specifically stated therein: (i) there has been no material adverse change
in the financial position or results of operations of the Company or its Subsidiaries taken as a whole, nor any change or development
that, singularly or in the aggregate, would involve a material adverse change in or affecting the condition (financial or otherwise),
results of operations, business, assets or prospects of the Company or its Subsidiaries taken as a whole (a “Material Adverse
Change”); (ii) there have been no material transactions entered into by the Company or its Subsidiaries, other than as contemplated
pursuant to this Agreement; and (iii) no officer or director of the Company has resigned from any position with the Company.


 


2.5.2.
Recent Securities Transactions, etc. Subsequent to the respective dates as of which information is given in the Registration Statement,
the Pricing Disclosure Package and the Prospectus, and except as may otherwise be indicated or contemplated herein or disclosed in the
Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company has not: (i) issued any securities or incurred
any liability or obligation, direct or contingent, for borrowed money; or (ii) declared or paid any dividend or made any other distribution
on or in respect to its capital stock.


 


2.6.
Independent Accountants. To the knowledge of the Company, M&K CPAS, PLLC (“Auditor”), whose report
is filed with the Commission as part of the Registration Statement, the Pricing Disclosure Package and the Prospectus, is an independent
registered public accounting firm as required by the Securities Act and the Securities Act Regulations and the Public Company Accounting
Oversight Board. The Auditor has not, during the periods covered by the financial statements included in the Registration Statement,
the Pricing Disclosure Package and the Prospectus, provided to the Company any non-audit services, as such term is used in Section 10A(g)
of the Exchange Act, except for permitted tax services to the Company and certain of its Subsidiaries.


 




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2.7.
Financial Statements, etc. The financial statements, including the notes thereto and supporting schedules, if any, included
in the Registration Statement, the Pricing Disclosure Package and the Prospectus, fairly present in all material respects the financial
position and the results of operations of the Company at the dates and for the periods to which they apply; and such financial statements
have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”), consistently applied
throughout the periods involved (provided that unaudited interim financial statements are subject to year-end audit adjustments that
are not expected to be material in the aggregate and do not contain all footnotes required by GAAP); and any supporting schedules included
in the Registration Statement present fairly in all material respects the information required to be stated therein. Except as included
therein, no historical or pro forma financial statements are required to be included in the Registration Statement, the Pricing Disclosure
Package or the Prospectus under the Securities Act or the Securities Act Regulations. The pro forma and pro forma as adjusted financial
information and the related notes, if any, included in the Registration Statement, the Pricing Disclosure Package and the Prospectus
have been properly compiled and prepared in accordance with the applicable requirements of the Securities Act and the Securities Act
Regulations and present fairly in all material respects the information shown therein, and the assumptions used in the preparation thereof
are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.
All disclosures contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus regarding “non-GAAP financial
measures” (as such term is defined by the rules and regulations of the Commission), if any, comply with Regulation G of the Exchange
Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. Each of the Registration Statement, the Pricing Disclosure
Package and the Prospectus discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations),
and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect
on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital
resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Pricing Disclosure
Package and the Prospectus, (a) neither the Company nor any of its consolidated subsidiaries listed in Exhibit 21.1 to the Registration
Statement (each, a “Subsidiary” and, collectively, the “Subsidiaries”), has incurred any material
liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business,
(b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its Common Stock or preferred
stock (c) there has not been any change in the capital of the Company or any of its Subsidiaries, or, other than in the course of business,
any grants under any stock compensation plan, and (d) there has not been any Material Adverse Change in the Company’s long-term
or short-term debt. The Company represents that it has no direct or indirect subsidiaries other than those listed in Exhibit 21.1 to
the Registration Statement.


 


2.8.
Authorized Capital; Options, etc. The Company had, at the date or dates indicated in the Registration Statement, the Pricing
Disclosure Package and the Prospectus, the duly authorized, issued and outstanding capitalization as set forth therein. Based on the
assumptions stated in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company will have on the Closing
Date the adjusted capitalization set forth therein. Except as set forth in, or contemplated by, the Registration Statement, the Pricing
Disclosure Package and the Prospectus, on the Effective Date, as of the Applicable Time and on the Closing Date and any Option Closing
Date, there will be no options, warrants, or other rights to purchase or otherwise acquire any authorized, but unissued Common Stock
or any security convertible or exercisable into Common Stock, or any contracts or commitments to issue or sell Common Stock or any such
options, warrants, rights or convertible securities.


 


2.9.
Valid Issuance of Securities, etc.


 


2.9.1.
Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by
this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights
of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities
were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted
by the Company. The Common Stock, preferred stock, and any other securities outstanding or to be outstanding upon consummation of the
Offering conform in all material respects to all statements relating thereto contained in the Registration Statement, the Pricing Disclosure
Package and the Prospectus. The offers and sales of the outstanding Common Stock were at all relevant times either registered under the
Securities Act and the applicable state securities or “blue sky” laws or, based in part on the representations and warranties
of the purchasers of such shares, exempt from such registration requirements.


 


2.9.2. Securities
Sold Pursuant to this Agreement. The Public Securities and Representative’s Securities have been duly authorized for
issuance and sale and, when issued and paid for, will be validly issued, fully paid and non-assessable; the holders thereof are not
and will not be subject to personal liability by reason of being such holders; Public Securities and Representative’s
Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar
contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of
Public Securities and Representative’s Securities has been duly and validly taken; the Common Stock issuable upon exercise of
the Warrants and Representative’s Warrant have been duly authorized and reserved for issuance by all necessary corporate
action on the part of the Company and when issued in accordance with the Company Warrants, the respective
warrant agent agreement (the “Warrant Agent Agreement”), and the Representative’s Warrant, as the case may
be, such Common Stock will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to
personal liability by reason of being such holders; and such shares of Common Stock are not and will not be subject to the
preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The Shares,
the Warrants and the Representative’s Warrant conform in all material respects to all statements with respect thereto
contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.


 




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2.10.
Registration Rights of Third Parties. Except as set forth in the Registration Statement, the Pricing Disclosure Package and
the Prospectus, no holders of any securities of the Company or any rights exercisable for or convertible or exchangeable into securities
of the Company have the right to require the Company to register any such securities of the Company under the Securities Act or to include
any such securities in a registration statement to be filed by the Company.


 


2.11.
Validity and Binding Effect of Agreements. This Agreement, the Warrants, the Warrant Agent Agreements and the Representative’s
Warrant have been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding
agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability
may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability
of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy
of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion
of the court before which any proceeding therefor may be brought.


 


2.12.
No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement, the Warrants, the Warrant Agent
Agreements and the Representative’s Warrant and all ancillary documents, the consummation by the Company of the transactions
herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without
the giving of notice or the lapse of time or both: (i) result in a material breach of, or conflict with any of the terms and provisions
of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or
encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a
party; (ii) result in any violation of the provisions of the Company’s Certificate Incorporation (as the same may be amended or
restated from time to time, the “Charter”) or the by-laws of the Company; or (iii) violate any existing applicable
law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof.


 


2.13.
No Defaults; Violations. No material default exists in the due performance and observance of any term, covenant or condition
of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument
evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which
the Company may be bound or to which any of the properties or assets of the Company is subject. The Company is not (i) in violation of
any term or provision of its Charter or by-laws, or (ii) in violation of any franchise, license, permit, applicable law, rule, regulation,
judgment or decree of any Governmental Entity, except in the cases of clause (ii) for such violations which would not reasonably be expected
to cause a Material Adverse Change.


 


2.14.
Corporate Power; Licenses; Consents.


 


2.14.1.
Conduct of Business. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the
Company has all requisite corporate power and authority, and has all necessary authorizations, approvals, orders, licenses, certificates
and permits of and from all governmental regulatory officials and bodies that it needs as of the date hereof to conduct its business
purpose as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except for the absence of which
would not reasonably be expected to have a Material Adverse Change.


 




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2.14.2.
Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement, the Warrants
and the Representative’s Warrant and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals
and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court,
government agency, the Exchange or other body is required for the valid issuance, sale and delivery of the Public Securities and the
consummation of the transactions and agreements contemplated by this Agreement and the delivery of the Warrant and the Representative’s
Warrant and as contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, except with respect to
applicable federal and state securities laws and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”).


 


2.15.
D&O Questionnaires. To the Company’s knowledge, all information contained in the questionnaires (the “Questionnaires”)
completed by each of the Company’s directors and officers immediately prior to the Offering (the “Insiders”)
as supplemented by all information concerning the Company’s directors, officers and principal shareholders as described in the
Registration Statement, the Pricing Disclosure Package and the Prospectus, as well as in the Lock-Up Agreement (as defined in Section
2.24 below), provided to the Underwriters, is true and correct in all material respects and the Company has not become aware of any
information which would cause the information disclosed in the Questionnaires to become materially inaccurate and incorrect.


 


2.16.
Litigation; Governmental Proceedings. There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation
or governmental proceeding pending or, to the Company’s knowledge, threatened against, or involving the Company or, to the Company’s
knowledge, any executive officer or director which has not been disclosed in the Registration Statement, the Pricing Disclosure Package
and the Prospectus.


 


2.17.
Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under
the laws of the State of Delaware as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction
in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify,
singularly or in the aggregate, would not have or reasonably be expected to result in a Material Adverse Change.


 


2.18.
Insurance. The Company carries or is entitled to the benefits of insurance, (including, without limitation, as to directors
and officers insurance coverage), with, to the Company’s knowledge, reputable insurers, in the amount of directors and officers
insurance coverage at a level commensurate with policies obtained by similarly situated companies in similar situations, and the Company
has included each Underwriter as an additional insured party to the directors and officers insurance coverage and all such insurance
is in full force and effect. The Company has no reason to believe that it will not be able (i) to renew its existing insurance coverage
as and when such policies expire or (ii) to obtain comparable coverage from similar institutions as may be necessary or appropriate to
conduct its business as now conducted and at a cost that would not result in a Material Adverse Change.


 


2.19.
Transactions Affecting Disclosure to FINRA.


 


2.19.1.
Finder’s Fees. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there
are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s, consulting or origination
fee by the Company or any Insider with respect to the sale of the Public Securities hereunder or any other arrangements, agreements or
understandings of the Company or, to the Company’s knowledge, any of its shareholders that may affect the Underwriters’ compensation,
as determined by FINRA.


 


2.19.2.
Payments within Six (6) Months. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus,
the Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s fee,
consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who
raised or provided capital to the Company; (ii) any FINRA member; or (iii) any person or entity that has any direct or indirect affiliation
or association with any FINRA member, within the six (6) months immediately prior to the original filing of the Registration Statement,
other than the payment to the Underwriters as provided hereunder in connection with the Offering.


 


2.19.3.
Use of Proceeds. None of the net proceeds of the Offering will be paid by the Company to any participating FINRA member or its
affiliates, except as specifically authorized herein.





 




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2.19.4.
FINRA Affiliation. To the Company’s knowledge, and except as may otherwise be disclosed in FINRA questionnaires provided
to the Representative’s Counsel, there is no (i) officer or director of the Company, (ii) beneficial owner of 5% or more of any
class of the Company’s securities or (iii) beneficial owner of the Company’s unregistered equity securities which were acquired
during the 180-day period immediately preceding the filing of the Registration Statement that is an affiliate or associated person of
a FINRA member participating in the Offering (as determined in accordance with the rules and regulations of FINRA).


 


2.19.5.
Information. All information provided by the Company in its FINRA questionnaire to Representative’s Counsel specifically
for use by Representative’s Counsel in connection with its Public Offering System filings (and related disclosure) with FINRA is
true, correct and complete in all material respects.


 


2.20.
Foreign Corrupt Practices Act. None of the Company and its Subsidiaries or, to the Company’s knowledge, any director,
officer, agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its
Subsidiaries, has, directly or indirectly, given or agreed to give any money, gift or similar benefit (other than legal price concessions
to customers in the ordinary course of business) to any customer, supplier, employee or agent of a customer or supplier, or official
or employee of any governmental agency or instrumentality of any government (domestic or foreign) or any political party or candidate
for office (domestic or foreign) or other person who was, is, or may be in a position to help or hinder the business of the Company (or
assist it in connection with any actual or proposed transaction) that (i) might subject the Company to any damage or penalty in any civil,
criminal or governmental litigation or proceeding, (ii) if not given in the past, might have had a Material Adverse Change or (iii) if
not continued in the future, might adversely affect the assets, business, operations or prospects of the Company. The Company has taken
reasonable steps to ensure that its accounting controls and procedures are sufficient to cause the Company to comply in all material
respects with the Foreign Corrupt Practices Act of 1977, as amended.


 


2.21.
Compliance with OFAC. None of the Company and its Subsidiaries or, to the Company’s knowledge, any director, officer,
agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries,
is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury
(“OFAC”), and the Company will not, directly or indirectly, use the proceeds of the Offering hereunder, or lend, contribute
or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing
the activities of any person currently subject to any U.S. sanctions administered by OFAC.


 


2.22.
Money Laundering Laws. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance
with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as
amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations
or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “Money Laundering Laws”);
and no action, suit or proceeding by or before any Governmental Entity involving the Company with respect to the Money Laundering Laws
is pending or, to the best knowledge of the Company, threatened.


 


2.23.
Officers’ Certificate. Any certificate signed by any duly authorized officer of the Company and delivered to you or
to Representative’s Counsel shall be deemed a representation and warranty by the Company to the Underwriters as to the matters
covered thereby.


 


2.24.
Lock-Up Agreements. Schedule 3 hereto contains a complete and accurate list of the Company’s officers , directors
and each owner of at least 5% of the Company’s outstanding shares of Common Stock (or securities convertible or exercisable into
shares of Common Stock) (collectively, the “Lock-Up Parties”). The Company has caused each of the Lock-Up Parties
to deliver to the Representative an executed Lock-Up Agreement, in a form substantially similar to that attached hereto as Exhibit
B (the “Lock-Up Agreement”), prior to the execution of this Agreement.


 


2.25.
Subsidiaries. All Subsidiaries of the Company are duly organized and in good standing under the laws of the place of organization
or incorporation, and each Subsidiary is in good standing in each jurisdiction in which its ownership or lease of property or the conduct
of business requires such qualification, except where the failure to qualify would not have a Material Adverse Change. The Company’s
ownership and control of each Subsidiary is as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.


 




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2.26.
Related Party Transactions. There are no business relationships or related party transactions involving the Company or any
other person required to be described in the Registration Statement, the Pricing Disclosure Package and the Prospectus that have not
been described as required by the Securities Act Regulations.


 


2.27.
Board of Directors. The Board of Directors of the Company is comprised of the persons set forth under the heading of the Form
10-K for the year ended December 31, 2020, filed with the SEC on April 12, 2021 (incorporated by reference into the Registration Statement)
captioned Item 10. Directors, Executive Officers and Corporate Governance. The qualifications of the persons serving as board members
and the overall composition of the board comply with the Exchange Act, the Exchange Act Regulations, the Sarbanes-Oxley Act of 2002 and
the rules promulgated thereunder (the “Sarbanes-Oxley Act”) applicable to the Company and the listing rules of the
Exchange. At least one proposed member of the Audit Committee of the Board of Directors of the Company as of the closing of the Offering
qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of
the Exchange. The Company qualifies as a “controlled company” within the meaning of the listing rules of the Exchange and,
accordingly, the Company may not have a majority of independent directors on its Board of Directors.


 


2.28.
Sarbanes-Oxley Compliance.


 


2.28.1.
Disclosure Controls. Except as disclosed in the Registration Statement, Pricing Disclosure Package and the Prospectus, the Company
has developed and currently maintains disclosure controls and procedures that will comply with Rule 13a-15 or 15d-15 under the Exchange
Act Regulations, and such controls and procedures are effective to ensure that all material information concerning the Company will be
made known on a timely basis to the individuals responsible for the preparation of the Company’s Exchange Act filings and other
public disclosure documents.


 


2.28.2.
Compliance. The Company is, or at the Applicable Time and on the Closing Date will be, in material compliance with the provisions
of the Sarbanes-Oxley Act applicable to it, and has implemented or will implement such programs and has taken reasonable steps to ensure
the Company’s future compliance (not later than the relevant statutory and regulatory deadlines therefor) with all of the material
provisions of the Sarbanes-Oxley Act.


 


2.29.
Accounting Controls. Except as disclosed in the Registration Statement, Pricing Disclosure Package and the Prospectus, the
Company maintains systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under
the Exchange Act Regulations) that comply in all material respects with the requirements of the Exchange Act and have been designed by,
or under the supervision of, its respective principal executive and principal financial officers, or persons performing similar functions,
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance
that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded
as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access
to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability
for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any
material weaknesses in its internal control over financial reporting, and with respect to such remedial actions disclosed in the Registration
Statement, the Pricing Disclosure Package and the Prospectus, the Company represents that it has taken all remedial actions set forth
in such disclosure. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of:
(i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which
are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect the Company’
ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s management, whether
or not material, that involves management or other employees who have a significant role in the Company’s internal controls over
financial reporting.


 




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2.30.
No Investment Company Status. The Company is not and, after giving effect to the Offering and the application of the proceeds
thereof as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, will not be, required to register
as an “investment company,” as defined in the Investment Company Act of 1940, as amended.


 


2.31.
No Labor Disputes. No labor dispute with the employees of the Company or any of its Subsidiaries exists or, to the knowledge
of the Company, is imminent.


 


2.32.
Intellectual Property Rights. The Company and each of its Subsidiaries owns or possesses or has valid rights to use all patents,
patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses,
inventions, trade secrets and similar rights (“Intellectual Property Rights”) necessary for the conduct of the business
of the Company and its Subsidiaries as currently carried on and as described in the Registration Statement, the Pricing Disclosure Package
and the Prospectus. To the knowledge of the Company, no action or use by the Company or any of its Subsidiaries necessary for the conduct
of its business as currently carried on and as described in the Registration Statement and the Prospectus will involve or give rise to
any infringement of, or license or similar fees for, any Intellectual Property Rights of others. Neither the Company nor any of its Subsidiaries
has received any written notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others.
Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change (A) to the knowledge
of the Company, there is no infringement, misappropriation or violation by third parties of any of the Intellectual Property Rights owned
by the Company; (B) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging
the rights of the Company in or to any such Intellectual Property Rights, and the Company is unaware of any facts which would form a
reasonable basis for any such claim, that would, individually or in the aggregate, together with any other claims in this Section
2.32, reasonably be expected to result in a Material Adverse Change; (C) the Intellectual Property Rights owned by the Company and,
to the knowledge of the Company, the Intellectual Property Rights licensed to the Company have not been adjudged by a court of competent
jurisdiction invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened
action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property Rights, and the Company
is unaware of any facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together
with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; (D) there is no pending
or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates
or otherwise violates any Intellectual Property Rights or other proprietary rights of others, the Company has not received any written
notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such claim that would,
individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material
Adverse Change; and (E) to the Company’s knowledge, no employee of the Company is in or has ever been in violation in any material
respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement,
non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such
violation relates to such employee’s employment with the Company, or actions undertaken by the employee while employed with the
Company and could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change. To the Company’s
knowledge, all material technical information developed by and belonging to the Company which has not been patented has been kept confidential.
The Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any
other person or entity that are required to be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus
and are not described therein. The Registration Statement, the Pricing Disclosure Package and the Prospectus contain in all material
respects the same description of the matters set forth in the preceding sentence. None of the technology employed by the Company has
been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s
knowledge, any of its officers, directors or employees, or otherwise in violation of the rights of any persons.


 


2.33.
Taxes. Each of the Company and its Subsidiaries has filed all returns (as hereinafter defined) required to be filed with taxing
authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which the
failure so to file would not reasonably be expected to cause a Material Adverse Change. Each of the Company and its Subsidiaries has
paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against
the Company or such respective Subsidiary, except for any such taxes that are currently being contested in good faith or as would not
reasonably be expected to cause a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements
filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for
all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters,
(i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted
as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection
of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes” means all federal, state,
local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease,
service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs,
duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions to
tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements and
other documents required to be filed in respect to taxes.


 




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2.34.
ERISA Compliance. The Company is not subject to the Employee Retirement Income Security Act of 1974, as amended, or the regulations
and published interpretations thereunder.


 


2.35.
Compliance with Laws. Except as otherwise disclosed in the Registration Statement, Pricing Disclosure Package and Prospectus
and as could not, individually or in the aggregate, be expected to result in a Material Adverse Change, each of the Company and each
Subsidiary, the Company: (A) is and at all times has been in compliance with all statutes, rules, or regulations applicable to the services
provided by the Company (“Applicable Laws”), except as could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Change; (B) has not received any warning letter, untitled letter or other correspondence or notice
from any other governmental authority alleging or asserting noncompliance with any Applicable Laws or any licenses, certificates, approvals,
clearances, authorizations, permits and supplements or amendments thereto required by any such Applicable Laws (“Authorizations”);
(C) possesses all material Authorizations and such material Authorizations are valid and in full force and effect and are not in material
violation of any term of any such Authorizations; (D) has not received written notice of any claim, action, suit, proceeding, hearing,
enforcement, investigation, arbitration or other action from any governmental authority or third party alleging that any product operation
or activity is in violation of any Applicable Laws or Authorizations and has no knowledge that any such governmental authority or third
party is considering any such claim, litigation, arbitration, action, suit, investigation or proceeding that if brought would result
in a Material Adverse Change; (E) has not received written notice that any governmental authority has taken, is taking or intends to
take action to limit, suspend, modify or revoke any Authorizations and has no knowledge that any such governmental authority is considering
such action; (F) has filed, obtained, maintained or submitted all material reports, documents, forms, notices, applications, records,
claims, submissions and supplements or amendments as required by any Applicable Laws or Authorizations and that all such reports, documents,
forms, notices, applications, records, claims, submissions and supplements or amendments were complete and correct in all material respects
on the date filed (or were corrected or supplemented by a subsequent submission); and (G) has not, either voluntarily or involuntarily,
initiated, conducted, or issued or caused to be initiated, conducted or issued, any recall, market withdrawal or replacement, safety
alert, post-sale warning, or other notice or action relating to the alleged lack of safety of any product or any alleged product defect
or violation and, to the Company’s knowledge, no third party has initiated, conducted or intends to initiate any such notice or
action.


 


2.36.
Ineligible Issuer. At the time of filing the Registration Statement and any post-effective amendment thereto, at the time
of effectiveness of the Registration Statement and any amendment thereto, at the earliest time thereafter that the Company or another
offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act Regulations) of the Shares and
at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405, without taking account
of any determination by the Commission pursuant to Rule 405 that it is not necessary that the Company be considered an ineligible issuer.


 


2.37.
Real Property. Except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company
and its Subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real
or personal property which are material to the business of the Company and its Subsidiaries taken as a whole, in each case free and clear
of all liens, encumbrances, security interests, claims and defects that do not, singly or in the aggregate, materially affect the value
of such property and do not interfere with the use made and proposed to be made of such property by the Company or its Subsidiaries;
and all of the leases and subleases material to the business of the Company and its Subsidiaries, considered as one enterprise, and under
which the Company or any of its Subsidiaries holds properties described in the Registration Statement, the Pricing Disclosure Package
and the Prospectus, are in full force and effect, and neither the Company nor any Subsidiary has received any written notice of any material
claim of any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiary under any of the leases or
subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the
leased or subleased premises under any such lease or sublease, which would result in a Material Adverse Change.


 




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2.38.
Contracts Affecting Capital. There are no transactions, arrangements or other relationships between and/or among the Company,
any of its affiliates (as such term is defined in Rule 405 of the Securities Act Regulations) and any unconsolidated entity, including,
but not limited to, any structured finance, special purpose or limited purpose entity that could reasonably be expected to materially
affect the Company’s or its Subsidiaries’ liquidity or the availability of or requirements for their capital resources required
to be described or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus which have
not been described or incorporated by reference as required.


 


2.39.
Loans to Directors or Officers. There are no outstanding loans, advances (except normal advances for business expenses in
the ordinary course of business) or guarantees or indebtedness by the Company or its Subsidiaries to or for the benefit of any of the
officers or directors of the Company, its Subsidiaries or any of their respective family members, except as disclosed in the Registration
Statement, the Pricing Disclosure Package and the Prospectus.


 


2.40.
Industry Data; Forward-looking statements. The statistical and market-related data included in each of the Registration Statement,
the Pricing Disclosure Package and the Prospectus are based on or derived from sources that the Company reasonably and in good faith
believes are reliable and accurate or represent the Company’s good faith estimates that are made on the basis of data derived from
such sources. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act)
contained in the Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.


 


2.41.
Testing-the-Waters Communications. The Company has not (i) alone engaged in any Testing-the-Waters Communications, other than
Testing-the-Waters Communications with the written consent of the Representative and with entities that are qualified institutional buyers
within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501
under the Securities Act and (ii) authorized anyone other than the Representative to engage in Testing-the-Waters Communications. The
Company confirms that the Representative has been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The
Company has not distributed any Written Testing-the-Waters Communications other than those listed on Schedule 2-C hereto. “Written
Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning
of Rule 405 under the Securities Act; “Testing-the-Waters Communication” means any oral or written communication with
potential investors undertaken in reliance on Section 5(d) of the Securities Act.


 


2.42.
Margin Securities. The Company owns no “margin securities” as that term is defined in Regulation U of the Board
of Governors of the Federal Reserve System (the “Federal Reserve Board”), and none of the proceeds of Offering will
be used, directly or indirectly, for the purpose of purchasing or carrying any margin security, for the purpose of reducing or retiring
any indebtedness which was originally incurred to purchase or carry any margin security or for any other purpose which might cause any
of the Common Stock to be considered a “purpose credit” within the meanings of Regulation T, U or X of the Federal Reserve
Board.


 


2.43.
Dividends and Distributions. Except as disclosed in the Pricing Disclosure Package, Registration Statement and the Prospectus,
no Subsidiary of the Company is currently prohibited or restricted, directly or indirectly, from paying any dividends to the Company,
from making any other distribution on such Subsidiary’s capital stock, from repaying to the Company any loans or advances to such
Subsidiary from the Company or from transferring any of such Subsidiary’s property or assets to the Company or any other Subsidiary
of the Company.


 




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2.44.
Lending Relationships. Except as disclosed in the Pricing Disclosure Package, Registration Statement and the Prospectus, the
Company (i) does not have any material lending or other relationship with any bank or lending affiliate of the Underwriters and (ii)
does not intend to use any of the proceeds from the sale of the Securities hereunder to repay any outstanding debt owed to any affiliate
of the Underwriters.


 


2.45.
Smaller Reporting Company. The Company is a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange
Act Regulations.


 


3.
Covenants of the Company. The Company covenants and agrees as follows:


 


3.1.
Amendments to Registration Statement. The Company shall deliver to the Representative, prior to filing, any amendment or supplement
to the Registration Statement or Prospectus proposed to be filed after the Effective Date and not file any such amendment or supplement
to which the Representative shall reasonably object in writing.


 


3.2.
Federal Securities Laws.


 


3.2.1.
Compliance. The Company, subject to Section 3.2.2, shall comply with the requirements of Rule 430A of the Securities Act
Regulations, and will notify the Representative promptly, and confirm the notice in writing, (i) when any post-effective amendment to
the Registration Statement shall become effective or any amendment or supplement to the Prospectus shall have been filed; (ii) of the
receipt of any comments from the Commission; (iii) of any request by the Commission for any amendment to the Registration Statement or
any amendment or supplement to the Prospectus or for additional information; (iv) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or any post-effective amendment or of any order preventing or suspending the
use of any Preliminary Prospectus or the Prospectus, or of the suspension of the qualification of the Public Securities and the Representative’s
Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes
or of any examination pursuant to Section 8(d) or 8(e) of the Securities Act concerning the Registration Statement and (v) if the Company
becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the Offering of the Public Securities and
the Representative’s Securities. The Company shall effect all filings required under Rule 424(b) of the Securities Act Regulations,
in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and shall take such steps as it
deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) was received for filing
by the Commission and, in the event that it was not, it will promptly file such prospectus. The Company shall use its best efforts to
prevent the issuance of any stop order, prevention or suspension and, if any such order is issued, to obtain the lifting thereof at the
earliest possible moment.


 


3.2.2.
Continued Compliance. The Company shall comply with the Securities Act, the Securities Act Regulations, the Exchange Act and the
Exchange Act Regulations so as to permit the completion of the distribution of the Public Securities as contemplated in this Agreement
and in the Registration Statement, the Pricing Disclosure Package and the Prospectus. If at any time when a prospectus relating to the
Public Securities is (or, but for the exception afforded by Rule 172 of the Securities Act Regulations (“Rule 172”),
would be) required by the Securities Act to be delivered in connection with sales of the Public Securities, any event shall occur or
condition shall exist as a result of which it is necessary, in the opinion of counsel for the Underwriters or for the Company, to (i)
amend the Registration Statement in order that the Registration Statement will not include an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) amend or
supplement the Pricing Disclosure Package or the Prospectus in order that the Pricing Disclosure Package or the Prospectus, as the case
may be, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements
therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser or (iii) amend the Registration
Statement or amend or supplement the Pricing Disclosure Package or the Prospectus, as the case may be, in order to comply with the requirements
of the Securities Act or the Securities Act Regulations, the Company will promptly (A) give the Representative notice of such event;
(B) prepare any amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement,
the Pricing Disclosure Package or the Prospectus comply with such requirements and, a reasonable amount of time prior to any proposed
filing or use, furnish the Representative with copies of any such amendment or supplement and (C) file with the Commission any such amendment
or supplement; provided that the Company shall not file or use any such amendment or supplement to which the Representative or
Representative’s Counsel shall reasonably object. The Company will furnish to the Underwriters such number of copies of such amendment
or supplement as the Underwriters may reasonably request. The Company has given the Representative notice of any filings made pursuant
to the Exchange Act or the Exchange Act Regulations within 48 hours prior to the Applicable Time. The Company shall give the Representative
notice of its intention to make any such filing from the Applicable Time until the later of the Closing Date and the exercise in full
or expiration of the Over-allotment Option specified in Section 1.2 hereof and will furnish the Representative with copies of
the related document(s) a reasonable amount of time prior to such proposed filing, as the case may be, and will not file or use any such
document to which the Representative or counsel for the Underwriters shall reasonably object.


 




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3.2.3.
Exchange Act Registration. Until five (5) years after the date of this Agreement, the Company shall use its commercially reasonable
efforts to maintain the registration of the Common Stock under the Exchange Act. The Company shall not deregister the shares of Common
Stock under the Exchange Act without the prior written consent of the Representative.


 


3.2.4.
Free Writing Prospectuses. The Company agrees that, unless it obtains the prior written consent of the Representative, it shall
not make any offer relating to the Public Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise
constitute a “free writing prospectus,” or a portion thereof, required to be filed by the Company with the Commission or
retained by the Company under Rule 433; provided that the Representative shall be deemed to have consented to each Issuer General
Use Free Writing Prospectus set forth in Schedule 2-B. The Company represents that it has treated or agrees that it will treat
each such free writing prospectus consented to, or deemed consented to, by the Underwriters as an “issuer free writing prospectus,”
as defined in Rule 433, and that it has complied and will comply with the applicable requirements of Rule 433 with respect thereto, including
timely filing with the Commission where required, legending and record keeping. If at any time following issuance of an Issuer Free Writing
Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would
conflict with the information contained in the Registration Statement or included or would include an untrue statement of a material
fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
existing at that subsequent time, not misleading, the Company will promptly notify the Underwriters and will promptly amend or supplement,
at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.


 


3.2.5.
Testing-the-Waters Communications. If at any time following the distribution of any Written Testing-the-Waters Communication there
occurred or occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include
an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein,
in the light of the circumstances existing at that subsequent time, not misleading, the Company shall promptly notify the Representative
and shall promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such
untrue statement or omission.


 


3.3.
Delivery to the Underwriters of Registration Statements. The Company has delivered or made available or shall deliver or make
available to the Representative and Representative’s Counsel, without charge, signed copies of the Registration Statement as originally
filed and each amendment thereto (including exhibits filed therewith) and signed copies of all consents and certificates of experts,
and upon request will also deliver to the Underwriters, without charge, a conformed copy of the Registration Statement as originally
filed and each amendment thereto (without exhibits) for each of the Underwriters. The copies of the Registration Statement and each amendment
thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant
to EDGAR, except to the extent permitted by Regulation S-T.


 


3.4.
Delivery to the Underwriters of Prospectuses. The Company has delivered or made available or will deliver or make available
to each Underwriter, without charge, as many copies of each Preliminary Prospectus as such Underwriter reasonably requested, and the
Company hereby consents to the use of such copies for purposes permitted by the Securities Act. The Company will furnish to each Underwriter,
without charge, during the period when a prospectus relating to the Public Securities is (or, but for the exception afforded by Rule
172, would be) required to be delivered under the Securities Act, such number of copies of the Prospectus (as amended or supplemented)
as such Underwriter may reasonably request. The Prospectus and any amendments or supplements thereto furnished to the Underwriters will
be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted
by Regulation S-T.


 




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3.5.
Effectiveness and Events Requiring Notice to the Representative. The Company shall use its best efforts to cause the Registration
Statement to remain effective with a current prospectus for at least nine (9) months after the Applicable Time, and shall notify the
Representative immediately and confirm the notice in writing: (i) of the cessation of the effectiveness of the Registration Statement
and any amendment thereto; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any
proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification
of the Public Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that
purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or
Prospectus; (v) of the receipt of any comments or request for any additional information from the Commission; and (vi) of the happening
of any event during the period described in this Section 3.5 that, in the judgment of the Company, makes any statement of a material
fact made in the Registration Statement, the Pricing Disclosure Package or the Prospectus untrue or that requires the making of any changes
in (a) the Registration Statement in order to make the statements therein not misleading, or (b) in the Pricing Disclosure Package or
the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If
the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company shall
make every reasonable effort to obtain promptly the lifting of such order.


 


3.6.
Review of Financial Statements. For a period of five (5) years after the date of this Agreement, the Company, at its expense,
shall cause its regularly engaged independent registered public accounting firm to review (but not audit) the Company’s financial
statements for each of the three fiscal quarters immediately preceding the announcement of any quarterly financial information.


 


3.7.
Listing. The Company shall use its best efforts to maintain the listing of the shares of Common Stock (including the Firm
Shares and Option Shares and the shares of Common Stock underlying the Warrants and the Representative’s Warrants) on the Exchange
for at least five (5) years from the date of this Agreement.


 


3.8.
Reports to the Representative.


 


3.8.1.
Periodic Reports, etc. For a period of five (5) years after the date of this Agreement, the Company shall furnish or make available
to the Representative copies of such financial statements and other periodic and special reports as the Company from time to time furnishes
generally to holders of any class of its securities and also promptly furnish or make available to the Representative: (i) a copy of
each periodic report the Company shall be required to file with the Commission under the Exchange Act and the Exchange Act Regulations;
(ii) a copy of every press release and every news item and article with respect to the Company or its affairs which was released by the
Company; (iii) a copy of each Form 8-K prepared and filed by the Company; (iv) a copy of each registration statement filed by the Company
under the Securities Act; and (v) such additional documents and information with respect to the Company and the affairs of any future
subsidiaries of the Company as the Representative may from time to time reasonably request; provided the Representative shall
sign, if requested by the Company, a Regulation FD compliant confidentiality agreement which is reasonably acceptable to the Representative
and Representative’s Counsel in connection with the Representative’s receipt of such information. Documents filed with the
Commission pursuant to its EDGAR system shall be deemed to have been delivered to the Representative pursuant to this Section 3.8.1.


 


3.8.2.
Transfer Agent; Transfer Sheets. For a period of five (5) years after the date of this Agreement, the Company shall retain a transfer
agent and registrar acceptable to the Representative (the “Transfer Agent”) and shall furnish to the Representative
at the Company’s sole cost and expense such transfer sheets of the Company’s securities as the Representative may reasonably
request, including the daily and monthly consolidated transfer sheets of the Transfer Agent and DTC. VStock Transfer, LLC (“VStock”)
is acceptable to the Representative to act as Transfer Agent for the Common Stock.


 




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3.8.3.
Warrant Agent. For so long as the Warrants are outstanding, the Company shall retain a warrant agent for the Warrants reasonably
acceptable to the Representative (the “Warrant Agent”). VStock is acceptable to the Representative to act as Warrant
Agent for the Warrants.

  


3.8.4.
Trading Reports. For a period of six months after the date hereof, during such time as the Shares are listed on the Exchange,
the Company shall provide to the Representative, at the Company’s expense, such reports published by the Exchange relating to price
trading of the Shares, as the Representative shall reasonably request.



 


3.9.
Payment of Expenses


 


3.9.1.
General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing
Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company
under this Agreement, including, but not limited to: (a) all filing fees and expenses relating to the registration of the Public Securities
and the Representative’s Securities with the Commission; (b) all FINRA Public Offering filing fees; (c) all fees and expenses relating
to the listing of the Company’s equity or equity-linked securities on an Exchange; (d) all fees, expenses and disbursements relating
to the registration or qualification of the Public Securities and the Representative’s Securities under the “blue sky”
securities laws of such states and other jurisdictions as the Underwriters may reasonably designate (including, without limitation, all
filing and registration fees, and the reasonable fees and disbursements of the Company’s “blue sky” counsel, which
will be the Underwriters’ counsel) unless such filings are not required in connection with the Company’s proposed Exchange
listing; (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of Public Securities and the
Representative’s Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate;
(f) the costs of all mailing and printing of the Offering documents; (g) transfer and/or stamp taxes, if any, payable upon the transfer
of Public Securities and the Representative’s Securities from the Company to the Underwriters; and (h) the fees and expenses of
the Company’s accountants. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing
Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters; provided,
however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section
8.3 hereof.


 


3.9.2.
Non-accountable Expenses. The Company further agrees that, in addition to the expenses payable pursuant to Section 3.9.1,
on the Closing Date and any Option Closing Date it shall pay to the Representative, by deduction from the net proceeds of the Offering
contemplated herein, a non-accountable expense allowance equal to one and a quarter (1.25%) of the gross proceeds received
by the Company from the sale of the Public Securities.


 


3.10.
Application of Net Proceeds. The Company shall apply the net proceeds from the Offering received by it in a manner consistent
with the application thereof described under the caption “Use of Proceeds” in the Registration Statement, the Pricing Disclosure
Package and the Prospectus.


 


3.11.
Delivery of Earnings Statements to Security Holders. The Company shall make generally available to its security holders as
soon as practicable, but not later than the first day of the fifteenth (15th) full calendar month following the date of this Agreement,
an earnings statement (which need not be certified by independent registered public accounting firm unless required by the Securities
Act or the Securities Act Regulations, but which shall satisfy the provisions of Rule 158(a) under Section 11(a) of the Securities Act)
covering a period of at least twelve (12) consecutive months beginning after the date of this Agreement.


 


3.12.
Stabilization. Neither the Company and the Selling Stockholders nor, to its knowledge, any of its employees, directors or
shareholders has taken or shall take, directly or indirectly, any action designed to or that has constituted or that might reasonably
be expected to cause or result in, under Regulation M of the Exchange Act, or otherwise, stabilization or manipulation of the price of
any security of the Company to facilitate the sale or resale of the Public Securities.


 


3.13.
Internal Controls. Except to the extent disclosed in the Registration Statement, Pricing Disclosure Package and Prospectus,
the Company shall maintain a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions
are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary in
order to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets; (iii) access to
assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability
for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.


 




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3.14.
Accountants. As of the date of this Agreement, the Company has retained an independent registered public accounting firm reasonably
acceptable to the Representative, and the Company shall continue to retain a nationally recognized independent registered public accounting
firm for a period of at least five (5) years after the date of this Agreement. The Representative acknowledges that the Auditor is acceptable
to the Representative.


 


3.15.
FINRA. For a period of 90 days from the later of the Closing Date or the Option Closing Date, the Company shall advise the
Representative (who shall make an appropriate filing with FINRA) if it is or becomes aware that (i) any officer or director of the Company,
(ii) any beneficial owner of 5% or more of any class of the Company’s securities or (iii) any beneficial owner of the Company’s
unregistered equity securities which were acquired during the 180 days immediately preceding the filing of the original Registration
Statement is or becomes an affiliate or associated person of a FINRA member participating in the Offering (as determined in accordance
with the rules and regulations of FINRA).


 


3.16.
No Fiduciary Duties. The Company acknowledges and agrees that the Underwriters’ responsibility to the Company is solely
contractual in nature and that none of the Underwriters or their affiliates or any selling agent shall be deemed to be acting in a fiduciary
capacity, or otherwise owes any fiduciary duty to the Company or any of its affiliates in connection with the Offering and the other
transactions contemplated by this Agreement.


 


3.17.
Company Lock-Up. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent
of the Representative, it will not, for a period of one (1) year from the date of the Offering (the “Lock-Up Period”),
(i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any
option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock
of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or
(ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock
of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company or any
resale registration statement. The prior sentence will not apply to (i) the shares to be sold pursuant to the Underwriting Agreement,
(ii) such issuances of options or grants of restricted stock or other equity-based awards to employees, directors and officers of
the Company under the Company’s equity incentive plans and the issuance of shares issuable upon exercise of any such equity-based
awards, (iii) the filing of registration statements on Form S-8, and (iv) the issuance of shares in connection with an acquisition or
a strategic relationship approved by a majority of the disinterested directors of the Company which may include the sale of equity
securities; provided, that none of such shares shall be saleable in the public market until the expiration of the one (1) year period
described above pursuant to a written lock-up agreement with the Company and provided that any such issuance shall only be to a Person
(or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a
business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment
of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital
or to an entity whose primary business is investing in securities.


 


3.18.
Release of D&O Lock-up Period. If the Representative, in its sole discretion, agrees to release or waive the restrictions
set forth in the Lock-Up Agreements described in Section 2.24 hereof for an officer or director of the Company and provides the
Company with notice of the impending release or waiver at least three (3) Business Days before the effective date of the release or waiver,
the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C
hereto through a major news service at least two (2) Business Days before the effective date of the release or waiver.


 


3.19.
Blue Sky Qualifications. The Company shall use its best efforts, in cooperation with the Underwriters, if necessary, to qualify
the Public Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or
foreign) as the Representative may designate and to maintain such qualifications in effect so long as required to complete the distribution
of the Public Securities; provided, however, that the Company shall not be obligated to file any general consent to service
of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or
to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.


 




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3.20.
Reporting Requirements. The Company, during the period when a prospectus relating to the Public Securities is (or, but for
the exception afforded by Rule 172, would be) required to be delivered under the Securities Act, will file all documents required to
be filed with the Commission pursuant to the Exchange Act within the time periods required by the Exchange Act and Exchange Act Regulations.
Additionally, the Company shall report the use of proceeds from the issuance of the Public Securities as may be required under Rule 463
under the Securities Act Regulations.


 


3.21
Tail Financing. The Company further agrees that, if within the Tail Period (as defined below), the Company completes any public
or private offering or other financing or capital-raising transaction of any kind to the extent that such financing or capital is provided
to the Company by investors whom the Representative has introduced to the Company and who met with the Company, then the Company will
pay to the Representative upon the closing of such financing 7% of the gross proceeds of such financing and a non-accountable expense
allowance equal to 1.25% of the gross proceeds of such financing. The “Tail Period” shall be the twelve (12) month period
after the completion of the Offering.


 


3.22
Press Releases. Prior to the Closing Date and any Option Closing Date, the Company shall not issue any press release or other
communication directly or indirectly or hold any press conference with respect to the Company, its condition, financial or otherwise,
or earnings, business affairs or business prospects (except for routine oral marketing communications in the ordinary course of business
and consistent with the past practices of the Company and of which the Representative is notified), without the prior written consent
of the Representative, which consent shall not be unreasonably withheld, unless in the judgment of the Company and its counsel, and after
notification to the Representative, such press release or communication is required by law.


 


4.
Conditions of Underwriters’ Obligations. The obligations of the Underwriters to purchase and pay for the Public Securities,
as provided herein, shall be subject to (i) the continuing accuracy of the representations and warranties of the Company as of the date
hereof and as of each of the Closing Date and the Option Closing Date, if any; (ii) the accuracy of the statements of officers of the
Company made pursuant to the provisions hereof; (iii) the performance by the Company of its obligations hereunder; and (iv) the following
conditions:


 


4.1.
Regulatory Matters.


 


4.1.1.
Effectiveness of Registration Statement; Rule 430A Information. The Registration Statement has become effective not later than
5:00 p.m., Eastern time, on the date of this Agreement or such later date and time as shall be consented to in writing by you, and, at
each of the Closing Date and any Option Closing Date, no stop order suspending the effectiveness of the Registration Statement or any
post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary
Prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to
the Company’s knowledge, contemplated by the Commission. The Company has complied with each request (if any) from the Commission
for additional information. The Prospectus containing the Rule 430A Information shall have been filed with the Commission in the manner
and within the time frame required by Rule 424(b) (without reliance on Rule 424(b)(8)) or a post-effective amendment providing such information
shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A.


 


4.1.2.
FINRA Clearance. On or before the date of this Agreement, the Representative shall have received clearance from FINRA as to the
amount of compensation allowable or payable to the Underwriters as described in the Registration Statement.


 


4.1.3.
Exchange Clearance. On the Closing Date, the Company Offering Firm Shares shall have been approved for listing on the Exchange,
subject only to official notice of issuance. On the first Option Closing Date (if any), the Company Offering Option Shares shall have
been approved for listing on the Exchange, subject only to official notice of issuance.


 




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4.2.
Company Counsel Matters.


 


4.2.1.
Closing Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of Sichenzia
Ross Ference LLP, counsel for the Company, in form and substance reasonably satisfactory to Representative’s Counsel addressed
to each of the Underwriters (including the Representative).


 


4.2.2.
Option Closing Date Opinion of Counsel. On the Option Closing Date, if any, the Representative shall have received the favorable
opinion of Sichenzia Ross Ference LLP, counsel for the Company, dated the Option Closing Date, addressed to the Representative and in
form and substance reasonably satisfactory to the Representative, confirming as of the Option Closing Date, the statements made by such
counsel in its opinion delivered on the Closing Date.



 


4.2.3.
Reliance. In rendering such opinions, such counsel may rely: (i) as to matters involving the application of laws other than the
laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified
in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other
counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent
they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions
having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such
statements or certificates shall be delivered to Representative’s Counsel if requested.


 


4.3.
Comfort Letters.


 


4.3.1.
Cold Comfort Letter. At the time this Agreement is executed you shall have received a cold comfort letter containing statements
and information of the type customarily included in accountants’ comfort letters with respect to the financial statements and certain
financial information contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus, addressed to the Representative
and in form and substance satisfactory in all respects to you and to the Auditor, dated as of the date of this Agreement.


 


4.3.2.
Bring-down Comfort Letter. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received
from the Auditor a letter, dated as of the Closing Date or the Option Closing Date, as applicable, to the effect that the Auditor reaffirms
the statements made in the letter furnished pursuant to Section 4.3.1, except that the specified date referred to shall be a date
not more than three (3) business days prior to the Closing Date or the Option Closing Date, as applicable.


 


4.4.
Officers’ Certificates.


 


4.4.1.
Officers’ Certificate. The Company shall have furnished to the Representative a certificate, dated the Closing Date and
any Option Closing Date (if such date is other than the Closing Date), of its Chief Executive Officer, its President and its Chief Financial
Officer stating that (i) such officers have carefully examined the Registration Statement, the Pricing Disclosure Package, any Issuer
Free Writing Prospectus and the Prospectus and, in their opinion, the Registration Statement and each amendment thereto, as of the Applicable
Time and as of the Closing Date (or any Option Closing Date if such date is other than the Closing Date) did not include any untrue statement
of a material fact and did not omit to state a material fact required to be stated therein or necessary to make the statements therein
not misleading, and the Pricing Disclosure Package, as of the Applicable Time and as of the Closing Date (or any Option Closing Date
if such date is other than the Closing Date), any Issuer Free Writing Prospectus as of its date and as of the Closing Date (or any Option
Closing Date if such date is other than the Closing Date), the Prospectus and each amendment or supplement thereto, as of the respective
date thereof and as of the Closing Date, did not include any untrue statement of a material fact and did not omit to state a material
fact necessary in order to make the statements therein, in the light of the circumstances in which they were made, not misleading, (ii)
since the effective date of the Registration Statement, no event has occurred which should have been set forth in a supplement or amendment
to the Registration Statement, the Pricing Disclosure Package or the Prospectus, (iii) to the best of their knowledge after reasonable
investigation, as of the Closing Date (or any Option Closing Date if such date is other than the Closing Date), the representations and
warranties of the Company in this Agreement are true and correct in all material respects (except for those representations and warranties
qualified as to materiality, which shall be true and correct in all respects and except for those representations and warranties which
refer to facts existing at a specific date, which shall be true and correct as of such date) and the Company has complied with all agreements
and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date (or any Option Closing
Date if such date is other than the Closing Date), and (iv) there has not been, subsequent to the date of the most recent audited financial
statements included or incorporated by reference in the Pricing Disclosure Package, a Material Adverse Change.


 




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4.4.2.
Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have
received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case
may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full
force and effect; (ii) that the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to
the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence
between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred
to in such certificate shall be attached to such certificate.


 


4.5.
No Material Changes. Prior to and on each of the Closing Date and each Option Closing Date, if any: (i) there shall have been
no Material Adverse Change in the condition or prospects or the business activities, financial or otherwise, of the Company from the
latest dates as of which such condition is set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus;
(ii) no action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before
or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding
may reasonably be expected to cause a Material Adverse Change, except as set forth in the Registration Statement, the Pricing Disclosure
Package and the Prospectus; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have
been initiated or threatened by the Commission; (iv) no action shall have been taken and no law, the Pricing statute, rule, regulation
or order shall have been enacted, adopted or issued by any Governmental Entity which would prevent the issuance or sale of the Public
Securities or materially and adversely affect or potentially materially and adversely affect the business or operations of the Company;
(v) no injunction, restraining order or order of any other nature by any federal or state court of competent jurisdiction shall have
been issued which would prevent the issuance or sale of the Public Securities or materially and adversely affect or potentially materially
and adversely affect the business or operations of the Company and (vi) the Registration Statement, the Pricing Disclosure Package and
the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein
in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements
of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Pricing Disclosure Package nor
the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made,
not misleading.


 


4.6
No Material Misstatement or Omission. The Underwriters shall not have discovered and disclosed to the Company on or prior
to the Closing Date and any Option Closing Date that the Registration Statement or any amendment or supplement thereto contains an untrue
statement of a fact which, in the opinion of counsel for the Underwriters, is material or omits to state any fact which, in the opinion
of such counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading, or that
the Registration Statement, Pricing Disclosure Package or the Prospectus or any amendment or supplement thereto contains an untrue statement
of fact which, in the opinion of such counsel, is material or omits to state any fact which, in the opinion of such counsel, is material
and is necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading.


 


4.7
Corporate Proceedings. All corporate proceedings and other legal matters incident to the authorization, form and validity
of each of this Agreement, the Public Securities, the Representative’s Securities, the Registration Statement, the Pricing Disclosure
Package and the Prospectus and all other legal matters relating to this Agreement and the transactions contemplated hereby and thereby
shall be reasonably satisfactory in all material respects to counsel for the Underwriters, and the Company shall have furnished to such
counsel all documents and information that they may reasonably request to enable them to pass upon such matters.


 




    	22



     


    

  


4.8.
Delivery of Agreements.


 


4.8.1.
Lock-Up Agreements. On or before the date of this Agreement, the Company shall have delivered to the Representative executed copies
of the Lock-Up Agreements from each of the persons listed in Schedule 3 hereto.


 


4.8.2.
Representative’s Warrant. On the Closing Date, the Company shall have delivered to the Representative executed copies of
the Representative’s Warrant.


 


4.8.3. Company Warrants. On the Closing Date
and on each Option Closing Date (if any), the Company shall have delivered to the Representative executed copies of the Company Warrants.


 



4.8.4.
Warrant Agent Agreement. On the Closing Date, the Company
and the Warrant Agent shall have executed the Warrant Agent Agreement regarding the Company Warrants
and the Warrant Agent Agreement shall be in full force and effect.

 


4.9.
Additional Documents. At the Closing Date and at each Option Closing Date (if any) Representative’s Counsel shall have
been furnished with such documents and opinions as they may require for the purpose of enabling Representative’s Counsel to deliver
an opinion to the Underwriters, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment
of any of the conditions, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the
Public Securities and the Representative’s Securities as herein contemplated shall be satisfactory in form and substance to the
Representative and Representative’s Counsel.


 


5.
Indemnification.


 


5.1.
Indemnification of the Underwriters.


 


5.1.1.
General. Subject to the conditions set forth below, the Company agrees to indemnify and hold harmless each Underwriter, its affiliates
and each of its and their respective directors, officers, members, employees, representatives, partners, shareholders, affiliates, counsel,
and agents and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified
Party”), against any and all loss, liability, claim, damage and expense whatsoever (including but not limited to any and all
legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened,
or any claim whatsoever, whether arising out of any action between any of the Underwriter Indemnified Parties and the Company or between
any of the Underwriter Indemnified Parties and any third party, or otherwise) to which they or any of them may become subject under the
Securities Act, the Exchange Act or any other statute or at common law or otherwise or under the laws of foreign countries (a “Claim”),
arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained, or the omission or alleged
omission therefrom of a material fact required to be stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, in (A) the Registration Statement, the Pricing Disclosure Package, any Preliminary
Prospectus, the Prospectus, or in any Issuer Free Writing Prospectus or in any Written Testing-the-Waters Communication (as from time
to time each may be amended and supplemented); (B) any materials or information provided to investors by, or with the approval of, the
Company in connection with the marketing of the Offering, including any “road show” or investor presentations made to investors
by the Company (whether in person or electronically); or (C) any application or other document or written communication (in this Section
5, collectively called “application”) executed by the Company or based upon written information furnished by the
Company in any jurisdiction in order to qualify the Public Securities and the Representative’s Securities under the securities
laws thereof or filed with the Commission, any state securities commission or agency, the Exchange or any other national securities exchange;
or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance
upon, and in conformity with, the Underwriters’ Information. With respect to any untrue statement or omission or alleged untrue
statement or omission made in the Registration Statement, Pricing Disclosure Package or Prospectus, the indemnity agreement contained
in this Section 5.1.1 shall not inure to the benefit of any Underwriter Indemnified Party to the extent that any loss, liability,
claim, damage or expense of such Underwriter Indemnified Party results from the fact that a copy of the Prospectus was not given or sent
to the person asserting any such loss, liability, claim or damage at or prior to the written confirmation of sale of the Public Securities
and the Representative’s Securities to such person as required by the Securities Act and the Securities Act Regulations, and if
the untrue statement or omission has been corrected in the Prospectus, unless such failure to deliver the Prospectus was a result of
non-compliance by the Company with its obligations under Section 3.3 hereof. The Company also agrees that it will reimburse each
Underwriter Indemnified Party for all fees and expenses (including but not limited to any and all legal or other expenses reasonably
incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, whether arising
out of any action between any of the Underwriter Indemnified Parties and the Company or between any of the Underwriter Indemnified Parties
and any third party, or otherwise) (collectively, the “Expenses”), and further agrees wherever and whenever possible
to advance payment of Expenses as they are incurred by an Underwriter Indemnified Party in investigating, preparing, pursuing or defending
any Claim.


 




    	23



     


    

 


5.1.2.
Procedure. If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against
the Company pursuant to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the
institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject
to the approval of such Underwriter Indemnified Party) and payment of actual expenses. Such Underwriter Indemnified Party shall have
the right to employ its or their own counsel in any such case, and the fees and expenses of such counsel shall be at the expense of the
Company and shall be advanced by the Company; provided, however, that the Company shall not be obligated to bear the reasonable
fees and expenses of more than one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding
anything to the contrary contained herein, and provided that the Company has timely honored its obligations under Section 5, the
Company shall have the right to approve the terms of any settlement of such action, which approval shall not be unreasonably withheld.


 


5.2.
Indemnification of the Company. Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company,
its directors, its officers who signed the Registration Statement and persons who control the Company within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the
foregoing indemnity from the Company to the several Underwriters, as incurred, but only with respect to such losses, liabilities, claims,
damages and expenses (or actions in respect thereof) which arise out of or are based upon untrue statements or omissions, or alleged
untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Pricing Disclosure Package or Prospectus
or any amendment or supplement thereto or in any application, in reliance upon, and in conformity with, the Underwriters’ Information.
In case any action shall be brought against the Company or any other person so indemnified based on any Preliminary Prospectus, the Registration
Statement, the Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or any application, and in respect of
which indemnity may be sought against any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the
Company and each other person so indemnified shall have the rights and duties given to the several Underwriters by the provisions of
Section 5.1.2. The Company agrees promptly to notify the Representative of the commencement of any litigation or proceedings against
the Company or any of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act, in connection with the issuance and sale of the Shares or in connection with the Registration
Statement, the Pricing Disclosure Package, the Prospectus, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication.


 


5.3.
Contribution. If the indemnification provided for in this Section 5 shall for any reason be unavailable to or insufficient
to hold harmless an indemnified party under Section 5(a) or 5(c) in respect of any Liabilities and Expenses referred to therein, then
each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified
party as a result of such Liabilities and Expenses, (i) in such proportion as shall be appropriate to reflect the relative benefits received
by the Company, on the one hand, and each of the Underwriters, on the other hand, from the Offering, or (ii) if the allocation provided
by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of the Company, on the one hand, and the Underwriters, on the other hand,
in connection with the matters as to which such Liabilities or Expenses relate, as well as any other relevant equitable considerations.
The relative benefits received by the Company, on the one hand, and the Underwriters, on the other, with respect to such Offering shall
be deemed to be in the same proportion as the total net proceeds actually received by the Company from the Offering of the Firm Shares
purchased under this Agreement (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions
actually received by the Underwriters in connection with the Offering, in each case as set forth in the table on the cover page of the
Prospectus. The relative fault of the Company, on the one hand, and the Underwriters, on the other, shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company, on the one hand, or the Underwriters, on the other, and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement, omission, act or failure
to act; provided that the parties hereto agree that the written information furnished to the Company through the Representative by or
on behalf of any Underwriter for use in any Preliminary Prospectus, any Registration Statement or the Prospectus, or in any amendment
or supplement thereto, consists solely of the Underwriters’ Information. The Company and the Underwriters agree that it would not
be just and equitable if contributions pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriters
were treated as one entity for such purpose) or by any other method of allocation which does not take into account the equitable considerations
referred to above in this subsection (d). Notwithstanding the above, no person guilty of fraudulent misrepresentation within the meaning
of Section 11(f) of the Securities Act shall be entitled to contribution from a party who was not guilty of such fraudulent misrepresentation.


 




    	24



     


    

 


5.4.
Limitation. The Company also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract
or tort or otherwise) to the Company for or in connection with advice or services rendered or to be rendered by any Indemnified Person
pursuant to this Agreement, the transactions contemplated thereby or any Indemnified Person’s actions or inactions in connection
with any such advice, services or transactions, except to the extent that a court of competent jurisdiction has made a finding that Liabilities
(and related Expenses) of the Company have resulted from such Indemnified Person’s fraud, bad faith, gross negligence or willful
misconduct in connection with any such advice, actions, inactions or services or such Indemnified Person’s breach of this Agreement
or any obligations of confidentiality owed to the Company.


 


5.5.
Survival & Third-Party Beneficiaries. The advancement, reimbursement, indemnity and contribution obligations set forth
in this Section 5 shall remain in full force and effect regardless of any termination of, or the completion of any Indemnified Person’s
services under or in connection with, this Agreement. Each Indemnified Person is an intended third-party beneficiary of this Section
5, and has the right to enforce the provisions of Section 5 as if he/she/it was a party to this Agreement.


 


6.
Default by an Underwriter.


 


6.1.
Default Not Exceeding 10% of Firm Securities or Option Securities. If any Underwriter or Underwriters shall default in its
or their obligations to purchase the Firm Shares or the Option Shares, if the Over-allotment Option is exercised hereunder, and if the
number of the Firm Securities or Option Securities with respect to which such default relates does not exceed in the aggregate 10% of
the number of Firm Securities or Option Securities that all Underwriters have agreed to purchase hereunder, then such Firm Securities
or Option Securities to which the default relates shall be purchased by the non-defaulting Underwriters in proportion to their respective
commitments hereunder.


 


6.2.
Default Exceeding 10% of Firm Securities or Option Securities. In the event that the default addressed in Section 6.1
relates to more than 10% of the Firm Securities or Option Securities, you may in your discretion arrange for yourself or for another
party or parties to purchase such Firm Securities or Option Securities to which such default relates on the terms contained herein. If,
within one (1) Business Day after such default relating to more than 10% of the Firm Securities or Option Securities, you do not arrange
for the purchase of such Firm Securities or Option Securities, then the Company shall be entitled to a further period of one (1) Business
Day within which to procure another party or parties satisfactory to you to purchase said Firm Securities or Option Securities on such
terms. In the event that neither you nor the Company arrange for the purchase of the Firm Securities or Option Securities to which a
default relates as provided in this Section 6, this Agreement will automatically be terminated by you or the Company without liability
on the part of the Company (except as provided in Sections 8.3 and 5 hereof) or the several Underwriters (except as provided
in Section 5 hereof); provided, however, that if such default occurs with respect to the Option Shares, this Agreement
will not terminate as to the Firm Shares; and provided, further, that nothing herein shall relieve a defaulting Underwriter
of its liability, if any, to the other Underwriters and to the Company for damages occasioned by its default hereunder.


 




    	25



     


    

 


6.3.
Postponement of Closing Date. In the event that the Firm Securities or Option Securities to which the default relates are
to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, you or the Company
shall have the right to postpone the Closing Date or Option Closing Date for a reasonable period, but not in any event exceeding five
(5) Business Days, in order to effect whatever changes may thereby be made necessary in the Registration Statement, the Pricing Disclosure
Package or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment to the Registration
Statement, the Pricing Disclosure Package or the Prospectus that in the opinion of counsel for the Underwriter may thereby be made necessary.
The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 6 with like
effect as if it had originally been a party to this Agreement with respect to such Firm Securities or Option Securities.


 


7.
[Reserved]


 


8.
Effective Date of this Agreement and Termination Thereof.


 


8.1.
Effective Date. This Agreement shall become effective when both the Company and the Representative have executed the same
and delivered counterparts of such signatures to the other party.


 


8.2.
Termination. The Representative shall have the right to terminate this Agreement at any time prior to any Closing Date, (i)
if any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future
materially disrupt, general securities markets in the United States; or (ii) if trading on the New York Stock Exchange or The Nasdaq
Stock Market LLC shall have been suspended or materially limited, or minimum or maximum prices for trading shall have been fixed, or
maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission or any other government authority
having jurisdiction; or (iii) if the United States shall have become involved in a new war or an increase in major hostilities; or (iv)
if a banking moratorium has been declared by a New York State or federal authority; or (v) if a moratorium on foreign exchange trading
has been declared which materially adversely impacts the United States securities markets; or (vi) if the Company shall have sustained
a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or
not such loss shall have been insured, will, in your opinion, make it inadvisable to proceed with the delivery of the Firm Securities
or Option Securities; or (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder;
or (viii) if the Representative shall have become aware after the date hereof of such a Material Adverse Change, or such adverse material
change in general market conditions as in the Representative’s judgment would make it impracticable to proceed with the offering,
sale and/or delivery of the Firm Securities or Option Securities or to enforce contracts made by the Underwriters for the sale of the
Public Securities.


 


8.3.
Expenses. Notwithstanding anything to the contrary in this Agreement, in the event that this Agreement shall not be carried
out for any reason whatsoever, within the time specified herein or any extensions thereof pursuant to the terms herein, the Company shall
be obligated to reimburse the Underwriters for, or otherwise pay and bear the expenses and fees to be paid and borne by the Company,
not to exceed $10,000, related to the transactions contemplated herein then due and payable up to the amounts set forth in Section 3.9.1
and upon demand the Company shall pay such amount thereof to the Representative on behalf of the Underwriters; provided, however,
that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement. Notwithstanding
the foregoing, any advance received by the Representative will be reimbursed to the Company to the extent not actually incurred in compliance
with FINRA Rule 5110(f)(2)(C).


 


8.4.
Indemnification. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination
of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall remain in full
force and effect and shall not be in any way affected by, such election or termination or failure to carry out the terms of this Agreement
or any part hereof.





 




    	26



     


    

 
8.5.
Representations, Warranties, Agreements to Survive. All representations, warranties and agreements contained in this Agreement
or in certificates of officers of the Company submitted pursuant hereto, shall remain operative and in full force and effect regardless
of (i) any investigation made by or on behalf of any Underwriter or its Affiliates or selling agents, any person controlling any Underwriter,
its officers or directors or any person controlling the Company or (ii) delivery of and payment for the Public Securities.


 


9.
Miscellaneous.


 


9.1.
Notices. All communications hereunder, except as herein otherwise specifically provided, shall be in writing and shall be
mailed (registered or certified mail, return receipt requested), personally delivered or sent by facsimile transmission and confirmed
and shall be deemed given when so delivered or faxed and confirmed or if mailed, two (2) days after such mailing.



 


If
to the Representative:


 


Aegis
Capital Corp.


As
Representative of the Underwriters named on Schedule 1 attached hereto


Aegis
Capital Corp.


810
Seventh Avenue 18th Floor


New
York, NY 10019


Attention:
[●]


Fax
No: (212) 813-1047


 


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


 


Kaufman
& Canoles, P.C.


1021
E. Cary Street, Suite 1400


Two
James Center


Richmond,
VA 23219


Attn:
Anthony W. Basch, Esq.


Tel.:
(804) 771-5700


 


If
to the Company:


 


Jupiter
Wellness, Inc.


1061
E. Indiantown Road, Suite 110


Jupiter,
FL 33477


Attention:
Brian S. John, Chief Executive Officer


 


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


 


Sichenzia
Ross Ference LLP


1185
Avenue of Americas, 31st Floor


New
York, NY 10036


Attn.:
Gregory Sichenzia, Esq.


Fax
No: (212) 930-9725


 


If
to the Selling Stockholders:


 


Brian
S. John


[address]


 


Richard
Miller


[address]


 




    	27



     


    

 


Ryan
Allison


[address]


 


Doug
McKinnon


[address]


 


Dr.
Glynn Wilson


[address]


 


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


 


Sichenzia
Ross Ference LLP


1185
Avenue of Americas, 31st Floor


New
York, NY 10036


Attn.:
Gregory Sichenzia, Esq.


Fax
No: (212) 930-9725


 


9.2.
Headings. The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit
or affect the meaning or interpretation of any of the terms or provisions of this Agreement.


 


9.3.
Amendment. This Agreement may only be amended by a written instrument executed by each of the parties hereto.


 


9.4.
Entire Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection
with this Agreement) constitutes the entire agreement of the parties hereto with respect to the Offering subject matter hereof and thereof,
and supersedes all prior agreements and understandings of the parties, oral and written, with respect to this Offering and matters related
thereto. Nothing in this Agreement shall abrogate or affect any rights or obligations of the parties arising out of or related to any
other agreements between the parties unrelated to this Offering.


 


9.5.
Binding Effect. This Agreement shall inure solely to the benefit of and shall be binding upon the Representative, the Underwriters,
the Company and the controlling persons, directors and officers referred to in Section 5 hereof, and their respective successors,
legal representatives, heirs and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy
or claim under or in respect of or by virtue of this Agreement or any provisions herein contained. The term “successors and assigns”
shall not include a purchaser, in its capacity as such, of securities from any of the Underwriters.


 


9.6.
Governing Law; Consent to Jurisdiction; Trial by Jury. This Agreement shall be governed by and construed and enforced in accordance
with the laws of the State of New York, without giving effect to conflict of laws principles thereof. The Company hereby agrees that
any action, proceeding or claim against it arising out of, or relating in any way to this Agreement shall be brought and enforced in
the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, and irrevocably
submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction
and that such courts represent an inconvenient forum. Any such process or summons to be served upon the Company may be served by transmitting
a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in
Section 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action,
proceeding or claim. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other
party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection
with the preparation therefor. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its shareholders
and affiliates) and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all
right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.


 


9.7.
Execution in Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto
in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the
same agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered
to each of the other parties hereto. Delivery of a signed counterpart of this Agreement by facsimile or email/pdf transmission shall
constitute valid and sufficient delivery thereof.


 


9.8.
Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall
not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision
hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach,
non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument
executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance
or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.


 


[Signature
Page Follows]


 




    	28



     


    

 


If
the foregoing correctly sets forth the understanding among the Underwriters, the Company and the Selling Stockholders, please so indicate
in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us.


 


	 	Very
    truly yours, 
	 	 
	 	Jupiter
    Wellness, Inc.
	 	 
	 	By:	 
	 	Name:	Brian
    S. John
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	 
	 	Name:	Brian
    S. John
	 	 	 
	 	 
	 	Richard
    Miller
	 	 	 
	 	 
	 	Name:	Ryan
    Allison
	 	 	 
	 	 
	 	Name:	Doug
    McKinnon
	 	 	 
	 	 
	 	Name:	Glynn
    Wilson


 


Confirmed
as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule
1 hereto:


 


Aegis
Capital Corp.


 


	By:	 	 
	Name:	Robert
    Eide	 
	Title:	Chief
    Executive Officer	 


 




    	29



     


    

 


SCHEDULE
1-A


 


SCHEDULE
OF UNDERWRITERS


 





	 
Underwriter
	 	Total
                                            Number of
 

                                                                                                                                                                                                                             Firm
                                            Shares to be Purchased
	 	Total
    Number of Firm Company Warrants to be Purchased	 	Number
    of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised	 	Number
    of Additional Company Warrants to be Purchased if the Over-Allotment Option is Fully Exercised
	Aegis
    Capital Corp.	 	11,607,142	 	11,607,142	 	1,741,071	 	1,741,071
	TOTAL	 	11,607,142	 	11,607,142	 	1,741,071	 	1,741,071






 




    	30



     


    

 


SCHEDULE
1-B


 


SCHEDULE
OF SELLING STOCKHOLDERS


 


	 
Name
                                            of Selling Stockholder
	 	Total
                                            Number of


Selling
Stockholder Firm Shares to be Sold


	 	 	Total
                                            Number of


Selling
Stockholder Option Shares to be Sold if the Over-Allotment Option is Fully Exercised


	 
	Brian S. John	 	 	250,000	 	 	 	38,082	 
	Richard Miller	 	 	150,000	 	 	 	23,100	 
	Ryan Allison	 	 	15,884	 	 	 	-	 
	Doug McKinnon	 	 	75,000	 	 	 	11,850	 
	Glynn Wilson	 	 	50,000	 	 	 	8,100	 
	TOTAL	 	 	540,884	 	 	 	81,132	 




 




    	31



     


    

 


SCHEDULE
2-A


 


Pricing
Information


 





	Number of Company Offering Firm Shares:	 	 	11,066,258	 
	Number of Selling Stockholder Firm Shares:	 	 	540,884	 
	Number of Firm Company Warrants:	 	 	11,607,142	 
	Number of Company Offering Option Shares:	 	 	1,659,939	 
	Number of Selling Stockholder Option Shares:	 	 	81,132	 
	Number of Option Company Warrants:	 	 	1,741,071	 
	Public Offering Price per Company Warrant:	 	$	0.01	 
	Public Offering Price per Firm Share
    and Firm Company Warrant:	 	$	2.80	 
	Underwriting Discount per Firm Share and
    Firm Company Warrant (7% of public offering price of this combination):	 	$	0.196	 
	Underwriting Non-accountable expense allowance
    per Firm Share and Firm Company Warrant (1.25% of public offering price of this combination):	 	$	0.035	 
	Exercise Price per Company Warrant (100% of public offering price of one
Firm Share):	 	$	2.79	 
	Shares underlying Representative’s Warrant:	 	 	442,650	 
	Exercise Price per Representative’s Warrant (125% of public
    offering price of one Firm Share and one Company Warrant):	 	$	3.50	 



 







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SCHEDULE
2-B


 


Issuer
General Use Free Writing Prospectuses


 




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SCHEDULE
2-C


 


Written
Testing-the-Waters Communications


 




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SCHEDULE
3


 


Lock-Up
Parties


 




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EXHIBIT
A


 


Form
of Representative’s Warrant


 




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EXHIBIT
B


 


Form
of Lock-Up Agreement


 






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EXHIBIT
C


 


Form
of Press Release


 


Jupiter
Wellness, Inc.


 


[Date]


 


Jupiter
Wellness, Inc. (the “Company”) announced today that Aegis Capital Corp., acting as representative for the underwriters in
the Company’s recent public offering of _______ shares of the Company’s common stock, is [waiving] [releasing] a lock-up
restriction with respect to _________ shares of the Company’s common stock held by [certain officers or directors] [an officer
or director] of the Company. The [waiver] [release] will take effect on _________, 20___, and the shares may be sold on or after such
date. 


 


This
press release is not an offer or sale of the securities in the United States or in any other jurisdiction where such offer or sale is
prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration
under the Securities Act of 1933, as amended.

 






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