PURCHASE AGREEMENT


 


THIS PURCHASE AGREEMENT
(the “Agreement”), dated as of July 15, 2019, by and between IMAC HOLDINGS, INC., a Delaware corporation
(the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the
“Investor”).


 


WHEREAS:


 


Subject to the terms and
conditions set forth in this Agreement, the Company wishes to sell to the Investor, and the Investor wishes to buy from the Company,
up to Ten Million Dollars ($10,000,000) of the Company’s common stock, par value $0.001 per share (the “Common Stock”).
The shares of Common Stock to be purchased hereunder are referred to herein as the “Purchase Shares.”


 


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


 


1.
CERTAIN DEFINITIONS.


 


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


 


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


 


(b)
“Accelerated Purchase Floor Price” means $1.00, which shall be appropriately adjusted for any reorganization,
recapitalization, non-cash dividend, stock split or other similar transaction and, effective upon the consummation of any such
reorganization, recapitalization, non-cash dividend, stock split or other similar transaction, the Accelerated Purchase Floor Price
shall mean the lower of (i) the adjusted price and (ii) $1.00.


 


(c)
“Accelerated Purchase Minimum Price Threshold” means, with respect to any Accelerated Purchase made pursuant
to Section 2(b) hereof, any minimum per share price threshold set forth in the applicable Accelerated Purchase Notice.


 


(d)
“Accelerated Purchase Notice” means, with respect to any Accelerated Purchase made pursuant to Section
2(b) hereof, an irrevocable written notice from the Company to the Investor directing the Investor to buy a specified
Accelerated Purchase Share Amount on the applicable Accelerated Purchase Date pursuant to Section 2(b) hereof at
the applicable Accelerated Purchase Price.


 


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


 




    	 



    	 



    

 


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


 


(g)
“Accelerated Purchase Share Percentage” means, with respect to any Accelerated Purchase made pursuant
to Section 2(b) hereof, thirty percent (30%).


 


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


 


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


 


(j)
“Additional Accelerated Purchase Floor Price” means $1.00, which shall be appropriately adjusted for
any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction and, effective upon the consummation
of any such reorganization, recapitalization, non-cash dividend, stock split or other similar transaction, the Additional Accelerated
Purchase Floor Price shall mean the lower of (i) the adjusted price and (ii) $1.00.


 


(k)
“Additional Accelerated Purchase Minimum Price Threshold” means, with respect to an Additional Accelerated
Purchase made pursuant to Section 2(c) hereof, any minimum per share price threshold set forth in the applicable Additional
Accelerated Purchase Notice.


 


(l)
“Additional Accelerated Purchase Notice” means, with respect to an Additional Accelerated Purchase made
pursuant to Section 2(c) hereof, an irrevocable written notice from the Company to the Investor directing the Investor to
purchase the applicable Additional Accelerated Purchase Share Amount at the Additional Accelerated Purchase Price for such Additional
Accelerated Purchase in accordance with this Agreement.


 




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


 


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


 


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


 


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


 


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


 




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(r)
“Available Amount” means, initially, Ten Million Dollars ($10,000,000) in the aggregate, which amount
shall be reduced by the Purchase Amount each time the Investor purchases shares of Common Stock pursuant to Section 2 hereof.


 


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


 


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


 


(u)
“Base Price” means a price per Purchase Share equal to the sum of (i) the Signing Market Price and (ii)
$0.2771 (subject to adjustment for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock
split or other similar transaction that occurs on or after the date of this Agreement).


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


(cc)
“Floor Price” means $1.00, which shall be appropriately adjusted for any reorganization, recapitalization,
non-cash dividend, stock split or other similar transaction and, effective upon the consummation of any such reorganization, recapitalization,
non-cash dividend, stock split or other similar transaction, the Floor Price shall mean the lower of (i) the adjusted price
and (ii) $1.00.


 


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


 


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


 


(ff)
“Maturity Date” means the first day of the month immediately following the thirty-six (36) month anniversary
of the Commencement Date.


 


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


 




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


 


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


 


(jj)
“Purchase Amount” means, with respect to any Regular Purchase, any Accelerated Purchase or any Additional
Accelerated Purchase made hereunder, the portion of the Available Amount to be purchased by the Investor pursuant to Section
2 hereof.


 


(kk)
“Purchase Date” means, with respect to any Regular Purchase made pursuant to Section 2(a)
hereof, the Business Day on which the Investor receives by 7:00 p.m., Eastern time, of such Business Day a valid Regular Purchase
Notice that the Investor is to buy Purchase Shares pursuant to Section 2(a) hereof.


 


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


 


(mm)
“Registration Rights Agreement” means that certain Registration Rights Agreement, of even date herewith,
between the Company and the Investor.


 


(nn)
“Regular Purchase Notice” means, with respect to any Regular Purchase pursuant to Section 2(a)
hereof, an irrevocable written notice from the Company to the Investor directing the Investor to buy such applicable amount of
Purchase Shares at the applicable Purchase Price as specified by the Company therein on the applicable Purchase Date for such Regular
Purchase.


 


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


 


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


 


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


 


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


 


(ss)
“Signing Market Price” means $3.5614, representing the consolidated closing bid price of the Common Stock
on The Nasdaq Capital Market on the date of this Agreement, which shall be the lower of (i) the closing price of the Common Stock
on The Nasdaq Capital Market immediately preceding the date of this Agreement or (ii) the average closing price of the Common Stock
on The Nasdaq Capital Market for the five (5) Business Days immediately preceding the date of this Agreement.


 




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


 


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


 


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


 


(ww)
“VWAP” means in respect of an applicable Accelerated Purchase Date and an Additional Accelerated Purchase
Date, as applicable, the volume weighted average price of the Common Stock on the Principal Market, as reported on the Principal
Market or by another reputable source such as Bloomberg, L.P.


 


2.
PURCHASE OF COMMON STOCK.


 


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


 


(a)
Commencement of Regular Sales of Common Stock. Upon the satisfaction of the conditions set forth in Sections 7
and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement
Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery
to the Investor of a Regular Purchase Notice from time to time, to purchase up to Fifty Thousand (50,000) Purchase Shares, subject
to adjustment as set forth below in this Section 2(a) (such maximum number of Purchase Shares, as may be adjusted from time
to time (the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date, provided that
the Closing Sale Price of the Common Stock is not below the Floor Price on the Purchase Date (each such purchase, a “Regular
Purchase”); provided, however, that (i) the Regular Purchase Share Limit may be increased to up to Seventy-Five
Thousand (75,000) Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $6.00 on the Purchase
Date, and (ii) the Regular Purchase may be increased to up to One Hundred Thousand (100,000) Purchase Shares, provided that
the Closing Sale Price of the Common Stock is not below $7.50 on the Purchase Date (all of which share and dollar amounts shall
be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction);
provided that if, after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit therefor,
the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to the Investor a Regular
Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to the Fully
Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on
the applicable Purchase Date therefor) equal to or greater than One Hundred Fifty Thousand Dollars ($150,000), the Regular Purchase
Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase
Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be adjusted to equal the applicable
Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice); provided,
further, however, that the Investor’s committed obligation under any single Regular Purchase shall not exceed
One Million Dollars ($1,000,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations
contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent of the
amount by which the amount of Purchase Shares set forth in such Regular Purchase Notice exceeds the amount of Purchase Shares which
the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to
purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided that the Investor shall remain
obligated to purchase the amount of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice.
The Company may deliver Regular Purchase Notices to the Investor as often as every Business Day, so long as the Company has not
failed to deliver Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases,
including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore
been received by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall
not deliver any Regular Purchase Notices during the PEA Period.


 




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


 




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


 




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


 




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(e)
Beneficial Ownership Limitation. Notwithstanding anything to the contrary contained in this Agreement, the Company
shall not issue or sell, and the Investor shall not purchase or acquire, any shares of Common Stock under this Agreement which,
when aggregated with all other shares of Common Stock then beneficially owned by the Investor and its affiliates (as calculated
pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership
by the Investor and its affiliates of more than 4.99% of the then issued and outstanding shares of Common Stock (the “Beneficial
Ownership Limitation”). Upon the written or oral request of the Investor, the Company shall promptly (but not later than
24 hours) confirm orally or in writing to the Investor the number of shares of Common Stock then outstanding. The Investor and
the Company shall each cooperate in good faith in the determinations required hereby and the application hereof. The Investor’s
written certification to the Company of the applicability of the Beneficial Ownership Limitation, and the resulting effect thereof
hereunder at any time, shall be conclusive with respect to the applicability thereof and such result absent manifest error.


 


(f)
Compliance with Principal Market Rules.


 


(i)
Exchange Cap. Subject to Section 2(f)(ii) below, the Company shall not issue or sell any shares of Common
Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any shares of Common Stock pursuant to this Agreement,
to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to
this Agreement and the transactions contemplated hereby would be equal or greater to 1,662,528 shares of Common Stock, representing
19.99% of the shares of Common Stock outstanding on the date of this Agreement (which number of shares shall be reduced, on a share-for-share
basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may
be aggregated with the transactions contemplated by this Agreement under applicable rules of The Nasdaq Capital Market or any other
Principal Market on which the Common Stock may be listed or quoted) (the “Exchange Cap”), unless and until the
Company elects to solicit stockholder approval of the issuance of Common Stock as contemplated by this Agreement and the stockholders
of the Company have in fact approved such issuance in accordance with the applicable rules and regulations of The Nasdaq Capital
Market, any other Principal Market on which the Common Stock may be listed or quoted, and the Company’s Certificate of Incorporation,
as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s
Bylaws, as amended and as in effect on the date hereof (the “Bylaws”). For the avoidance of doubt, the Company
may, but shall be under no obligation to, request its stockholders to approve the issuance of Common Stock as contemplated by this
Agreement; provided, that if stockholder approval is not obtained in accordance with this Section 2(f)(i), the Exchange
Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term
of this Agreement (except as set forth in Section 2(f)(ii) below).


 




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(ii)
At-Market Transaction. Notwithstanding Section 2(f)(i) above and subject to the prior approval of The Nasdaq
Capital Market or any other Principal Market on which the Common Stock may be listed or quoted (to the extent required), the Exchange
Cap shall not be applicable for any purposes of this Agreement and the transactions contemplated hereby, solely to the extent that
(and only for so long as) the Average Price shall equal or exceed the Base Price and in accordance with any other applicable rules
of The Nasdaq Capital Market or any other Principal Market on which the Common Stock may be listed or quoted (it being hereby acknowledged
and agreed that the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby
at all other times during the term of this Agreement, unless the stockholder approval referred to in Section 2(f)(i) is
obtained).


 


(iii)
General. The Company shall not issue any Securities pursuant to this Agreement if such issuance would reasonably
be expected to result in (A) a violation of the Securities Act or (B) a breach of the rules and regulations of the Principal Market.
Furthermore, the Company agrees that it shall not issue any Securities pursuant to this Agreement if, at the time of such issuance,
(Y) the effectiveness of the Registration Statement registering the Securities has lapsed for any reason (including, without limitation,
the issuance of a stop order or similar order) or (Z) the Registration Statement is unavailable for the sale by the Company to
the Investor (or the resale by the Investor, as the case may be) of any or all of the Securities to be issued to the Investor under
the Transaction Documents. The provisions of this Section 2(f) shall be implemented in a manner otherwise than in strict
conformity with the terms hereof only if necessary to ensure compliance with the Securities Act and the rules and regulations of
the Principal Market.


 


3.
INVESTOR’S REPRESENTATIONS AND WARRANTIES.


 


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


 


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


 


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


 


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


 




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(d)
Information. The Investor understands that its investment in the Securities involves a high degree of risk. The Investor
(i) is able to bear the economic risk of an investment in the Securities including a total loss thereof, (ii) has such knowledge
and experience in financial and business matters that it is capable of evaluating the merits and risks of the proposed investment
in the Securities and (iii) has had an opportunity to ask questions of and receive answers from the officers of the Company concerning
the financial condition and business of the Company and other matters related to an investment in the Securities. Neither such
inquiries nor any other due diligence investigations conducted by the Investor or its representatives shall modify, amend or affect
the Investor’s right to rely on the Company’s representations and warranties contained in Section 4 below. The
Investor has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision
with respect to its acquisition of the Securities.


 


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


 


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


 


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


 


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


 


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


 




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4.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.


 


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


 


(a)
Organization and Qualification. The Company and each of its Subsidiaries is an entity duly incorporated or otherwise
organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with
the requisite corporate power and authority to own and use its properties and assets and to carry on its business as currently
conducted. Neither the Company nor any of its Subsidiaries is in violation or default of any of the provisions of its respective
articles or certificate of incorporation, bylaws or other organizational or charter documents. Each of the Company and its Subsidiaries
is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in
which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure
to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in a Material Adverse
Effect and no proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit
or curtail such power and authority or qualification. The Company has no Subsidiaries except as set forth in Schedule 4(a)
hereof.


 


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


 


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


 




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(d)
Issuance of Securities. Upon issuance and payment therefor in accordance with the terms and conditions of this Agreement,
the Purchase Shares shall be validly issued, fully paid and nonassessable and free from all taxes, liens, charges, restrictions,
rights of first refusal and preemptive rights with respect to the issue thereof, with the holders being entitled to all rights
accorded to a holder of Common Stock. 2,807,885 shares of Common Stock have been duly authorized and reserved for issuance upon
purchase under this Agreement as Purchase Shares. 60,006 shares of Common Stock (subject to equitable adjustment for any reorganization,
recapitalization, non-cash dividend, stock split or other similar transaction) have been duly authorized and reserved for issuance
as Initial Commitment Shares (as defined below in Section 5(e)) in accordance with this Agreement. The Initial Commitment
Shares shall be validly issued, fully paid and nonassessable and free from all taxes, liens, charges, restrictions, rights of first
refusal and preemptive rights with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder
of Common Stock. 60,006 shares of Common Stock (subject to equitable adjustment for any reorganization, recapitalization, non-cash
dividend, stock split or other similar transaction) have been duly authorized and reserved for issuance as Additional Commitment
Shares (as defined below in Section 5(e)) in accordance with this Agreement. When issued in accordance with this Agreement,
the Additional Commitment Shares shall be validly issued, fully paid and nonassessable and free from all taxes, liens, charges,
restrictions, rights of first refusal and preemptive rights with respect to the issue thereof, with the holders being entitled
to all rights accorded to a holder of Common Stock.


 


(e)
No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation
by the Company of the transactions contemplated hereby and thereby (including, without limitation, the reservation for issuance
and issuance of the Purchase Shares and the Commitment Shares) will not (i) result in a violation of the Certificate of Incorporation,
any Certificate of Designations, Preferences and Rights of any outstanding series of preferred stock of the Company or the Bylaws
or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default)
under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument
to which the Company or any of its Subsidiaries is a party, or result in a violation of any law, rule, regulation, order, judgment
or decree (including federal and state securities laws and regulations and the rules and regulations of the Principal Market applicable
to the Company or any of its Subsidiaries) or by which any property or asset of the Company or any of its Subsidiaries is bound
or affected, except in the case of conflicts, defaults, terminations, amendments, accelerations, cancellations and violations under
clause (ii), which could not reasonably be expected to result in a Material Adverse Effect. Neither the Company nor its Subsidiaries
is in violation of any term of or in default under its Certificate of Incorporation, any certificate of designation, preferences
and rights of any outstanding series of preferred stock of the Company or Bylaws or their organizational charter or bylaws, respectively.
Neither the Company nor any of its Subsidiaries is in violation of any term of or is in default under any material contract, agreement,
mortgage, indebtedness, indenture, instrument, judgment, decree or order or any statute, rule or regulation applicable to the Company
or its Subsidiaries, except for possible conflicts, defaults, terminations or amendments that could not reasonably be expected
to have a Material Adverse Effect. The business of the Company and its Subsidiaries is not being conducted, and shall not be conducted,
in violation of any law, ordinance, regulation of any governmental entity, except for possible violations, the sanctions for which
either individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. Except as specifically
contemplated by this Agreement and as required under the Securities Act or applicable state securities laws and the rules and regulations
of the Principal Market, the Company is not required to obtain any consent, authorization or order of, or make any filing or registration
with, any court or governmental agency or any regulatory or self-regulatory agency in order for it to execute, deliver or perform
any of its obligations under or contemplated by the Transaction Documents in accordance with the terms hereof or thereof. Except
as set forth elsewhere in this Agreement, all consents, authorizations, orders, filings and registrations which the Company is
required to obtain pursuant to the preceding sentence shall be obtained or effected on or prior to the Commencement Date. Except
as set forth on Schedule 4(e), the Company has not received or delivered any notices or correspondence from or to the Principal
Market. The Principal Market has not commenced any delisting proceedings against the Company.


 




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(f)
SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents
required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d)
thereof, since February 12, 2019 (the foregoing materials, including the exhibits thereto and documents incorporated by reference
therein, being collectively referred to herein as the “SEC Documents”). As of their respective dates, the SEC
Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable. None
of the SEC Documents, when filed, contained any untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were
made, not misleading. The financial statements of the Company included in the SEC Documents comply in all material respects with
applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing.
Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied
on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial
statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP,
and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for
the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements,
to normal, immaterial, year-end audit adjustments. Except as set forth on Schedule 4(f), the Company has received no notices
or correspondence from the SEC for the one year preceding the date hereof. The SEC has not commenced any enforcement proceedings
against the Company or any of its Subsidiaries.


 


(g)
Absence of Certain Changes. Except as disclosed in the SEC Documents, since December 31, 2018, there has been no
material adverse change in the business, properties, operations, financial condition or results of operations of the Company or
its Subsidiaries. The Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant
to any Bankruptcy Law nor does the Company or any of its Subsidiaries have any knowledge or reason to believe that its creditors
intend to initiate involuntary bankruptcy or insolvency proceedings.


 


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


 


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


 




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


 


(k)
Intellectual Property Rights. The Company and its Subsidiaries own or possess adequate rights or licenses to use
all material trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights,
inventions, licenses, approvals, governmental authorizations, trade secrets and rights necessary to conduct their respective businesses
as now conducted. Except as set forth in Schedule 4(k), none of the Company’s material trademarks, trade names, service
marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, government
authorizations, trade secrets or other intellectual property rights have expired or terminated, or, by the terms and conditions
thereof, could expire or terminate within two years from the date of this Agreement. The Company and its Subsidiaries do not have
any knowledge of any infringement by the Company or its Subsidiaries of any material trademark, trade name rights, patents, patent
rights, copyrights, inventions, licenses, service names, service marks, service mark registrations, trade secret or other similar
rights of others, or of any such development of similar or identical trade secrets or technical information by others, and there
is no claim, action or proceeding being made or brought against, or to the Company’s knowledge, being threatened against,
the Company or its Subsidiaries regarding trademark, trade name, patents, patent rights, invention, copyright, license, service
names, service marks, service mark registrations, trade secret or other infringement, which could reasonably be expected to have
a Material Adverse Effect.


 


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


 




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


 


(n)
Insurance. The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility
against such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses
in which the Company and its Subsidiaries are engaged. Neither the Company nor any such Subsidiary has been refused any insurance
coverage sought or applied for and neither the Company nor any such Subsidiary has any reason to believe that it will not be able
to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers
as may be necessary to continue its business at a cost that would not materially and adversely affect the condition, financial
or otherwise, or the earnings, business or operations of the Company and its Subsidiaries, taken as a whole.


 


(o)
Regulatory Permits. The Company and its Subsidiaries possess all material certificates, authorizations and permits
issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, and
neither the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of
any such certificate, authorization or permit.


 


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


 


(q)
Transactions with Affiliates. Except as set forth in the SEC Documents, none of the officers or directors of the
Company and, to the knowledge of the Company, none of the employees of the Company is presently a party to any transaction with
the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement
or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or
from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any
entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner,
in each case in excess of lesser of (i) $120,000 or (i) 1% of the average of the Company’s total assets at year-end for the
last two completed fiscal years, other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement
for expenses incurred on behalf of the Company and (iii) other employee benefits, including stock option agreements under any stock
option plan of the Company.


 




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


 


(s)
Disclosure. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction
Documents that will be timely publicly disclosed by the Company, the Company confirms that neither it nor any other Person acting
on its behalf has provided the Investor or its agents or counsel with any information that it believes constitutes or might constitute
material, non-public information which is not otherwise disclosed in the Registration Statement or the SEC Documents. The Company
understands and confirms that the Investor will rely on the foregoing representation in effecting purchases and sales of securities
of the Company. All of the disclosure furnished by or on behalf of the Company to the Investor regarding the Company, its business
and the transactions contemplated hereby, including the disclosure schedules to this Agreement, is true and correct and does not
contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made
therein, in light of the circumstances under which they were made, not misleading. The press releases disseminated by the Company
during the twelve (12) months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light
of the circumstances under which they were made and when made, not misleading. The Company acknowledges and agrees that the Investor
neither makes nor has made any representations or warranties with respect to the transactions contemplated hereby other than those
specifically set forth in Section 3 hereof.


 


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


 


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


 


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


 


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


 


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


 




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(y)
Listing and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange
Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the
registration of the Common Stock pursuant to the Exchange Act nor has the Company received any notification that the SEC is currently
contemplating terminating such registration. The Company has not, since February 12, 2019, received any notice from any Person
to the effect that the Company is not in compliance with the listing or maintenance requirements of the Principal Market. The Company
is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing
and maintenance requirements.


 


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


 


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


 


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


 


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


 


5.
COVENANTS.


 


(a)
Filing of Current Report and Registration Statement. The Company agrees that it shall, within the time required under
the Exchange Act, file with the SEC a report on Form 8-K relating to the transactions contemplated by, and describing the material
terms and conditions of, the Transaction Documents (the “Current Report”). The Company shall also use its commercial
best efforts to file with the SEC, by August 20, 2019, a new registration statement (the “Registration Statement”)
covering the resale of 2,652,254 Purchase Shares and 120,012 Commitment Shares in accordance with the terms of the Registration
Rights Agreement. The Company shall permit the Investor to review and comment upon the final pre-filing draft version of the Current
Report at least two (2) Business Days prior to its filing with the SEC, and the Company shall not file the Current Report or the
Registration Statement with the SEC in a form to which the Investor reasonably objects. The Investor shall use its commercial best
efforts to comment upon the final pre-filing draft version of the Current Report within one (1) Business Day from the date the
Investor receives it from the Company.


 


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


 




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(c)
Listing/DTC. The Company shall promptly secure the listing of all of the Purchase Shares and Commitment Shares to
be issued to the Investor hereunder on the Principal Market (subject to official notice of issuance) and upon each other national
securities exchange or automated quotation system, if any, upon which the Common Stock is then listed, and shall maintain, so long
as any shares of Common Stock shall be so listed, such listing of all such Securities from time to time issuable hereunder. The
Company shall maintain the listing of the Common Stock on the Principal Market and shall comply in all respects with the Company’s
reporting, filing and other obligations under the bylaws or rules and regulations of the Principal Market; provided, however,
that the Company shall to not provide the Investor copies of any such notice that the Company reasonably believes constitutes material
non-public information, and the Company would not be required to publicly disclose such notice in any report or statement filed
with the SEC under the Exchange Act (including on Form 8-K) or the Securities Act. Neither the Company nor any of its Subsidiaries
shall take any action that would reasonably be expected to result in the delisting or suspension of the Common Stock on the Principal
Market. The Company shall promptly, and in no event later than the following Business Day, provide to the Investor copies of any
notices it receives from any Person regarding the continued eligibility of the Common Stock for listing on the Principal Market.
The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 5(c).
The Company shall take all action necessary to ensure that its Common Stock can be transferred electronically as DWAC Shares.


 


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


 


(e)
Issuance of Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement,
the Company shall cause the Transfer Agent to issue on the date of this Agreement 60,006 shares of Common Stock (the “Initial
Commitment Shares”) directly to the Investor and shall deliver to the Transfer Agent the Irrevocable Transfer Agent Instructions
in the form as set forth in Exhibit E attached hereto. For the avoidance of doubt, all of the Initial Commitment Shares
shall be fully earned as of the date of this Agreement, whether or not the Commencement shall occur or any Purchase Shares are
purchased by the Investor under this Agreement and irrespective of any subsequent termination of this Agreement. In connection
with each Regular Purchase and each Accelerated Purchase of Purchase Shares hereunder, the Company shall issue to the Investor
a number of shares of Common Stock (the “Additional Commitment Shares” and, together with the Initial Commitment
Shares, the “Commitment Shares”) equal to the product of (x) 60,006 and (y) the Purchase Amount Fraction. The
“Purchase Amount Fraction” shall mean a fraction, the numerator of which is the Purchase Amount purchased by
the Investor with respect to such Regular Purchase and Accelerated Purchase (as applicable) of Purchase Shares and the denominator
of which is Ten Million Dollars ($10,000,000). The Additional Commitment Shares shall be issued to the Investor on the same Business
Day as Purchase Shares are issued to the Investor in connection with the applicable Regular Purchase, Accelerated Purchase and
Additional Accelerated Purchase (as applicable) in accordance with Section 2(d). In no event shall the amount of the Additional
Commitment Shares to be issued under this Agreement exceed 60,006 shares of Common Stock, provided that such Additional
Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other
similar transaction.


 




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(f)
Due Diligence; Non-Public Information. The Investor shall have the right, from time to time as the Investor may reasonably
deem appropriate, to perform reasonable due diligence on the Company during normal business hours. The Company and its officers
and employees shall provide information and reasonably cooperate with the Investor in connection with any reasonable request by
the Investor related to the Investor’s due diligence of the Company. Each party hereto agrees not to disclose any Confidential
Information of the other party to any third party and shall not use the Confidential Information for any purpose other than in
connection with, or in furtherance of, the transactions contemplated hereby. Each party hereto acknowledges that the Confidential
Information shall remain the property of the disclosing party and agrees that it shall take all reasonable measures to protect
the secrecy of any Confidential Information disclosed by the other party. The Company confirms that neither it nor any other Person
acting on its behalf shall provide the Investor or its agents or counsel with any information that constitutes or might constitute
material, non-public information, unless a simultaneous public announcement thereof is made by the Company in the manner contemplated
by Regulation FD. In the event of a breach of the foregoing covenant by the Company or any Person acting on its behalf (as determined
in the reasonable good faith judgment of the Investor), in addition to any other remedy provided herein or in the other Transaction
Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement
or otherwise, of such material, non-public information without the prior approval by the Company; provided the Investor
shall have first provided notice to the Company that it believes it has received information that constitutes material, non-public
information, the Company shall have at least twenty-four (24) hours to publicly disclose such material, non-public information
prior to any such disclosure by the Investor, and the Company shall have failed to publicly disclose such material, non-public
information within such time period. The Investor shall not have any liability to the Company, any of its Subsidiaries, or any
of their respective directors, officers, employees, stockholders or agents, for any such disclosure. The Company understands and
confirms that the Investor shall be relying on the foregoing covenants in effecting transactions in securities of the Company.


 


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


 


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


 


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


 


(j)
Use of Proceeds. The Company will use the net proceeds from the offering for any corporate purpose at the sole discretion
of the Company.


 


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


 




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(l)
Integration. From and after the date of this Agreement, neither the Company, nor or any of its affiliates will, and
the Company shall use its commercial best efforts to ensure that no Person acting on their behalf will, directly or indirectly,
make any offers or sales of any security or solicit any offers to buy any security, under circumstances that would require registration
of the offer and sale of any of the Securities under the Securities Act.


 


(m)
Limitation on Variable Rate Transactions. From and after the date of this Agreement until the thirty-six (36) month
anniversary of the date of this Agreement (irrespective of any earlier termination of this Agreement), the Company shall be prohibited
from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Stock or
Common Stock Equivalents (or a combination of units thereof) involving a Variable Rate Transaction, other than in connection with
an Exempt Issuance. “Common Stock Equivalents” means any securities of the Company or its Subsidiaries which
entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights,
options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles
the holder thereof to receive, Common Stock. “Variable Rate Transaction” means a transaction in which the Company
(i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right
to receive additional shares of Common Stock or Common Stock Equivalents either (A) at a conversion price, exercise price or exchange
rate or other price that is based upon and/or varies with the trading prices of or quotations for the Common Stock at any time
after the initial issuance of such debt or equity securities, or (B) with a conversion, exercise or exchange price that is subject
to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified
or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock (including,
without limitation, any “full ratchet” or “weighted average” anti-dilution provisions) or (ii) enters into
any agreement, including, but not limited to, an “equity line of credit”, “at-the-market offering” or other
continuous offering or similar offering of Common Stock or Common Stock Equivalents, whereby the Company may sell Common Stock
or Common Stock Equivalents at a future determined price. “Exempt Issuance” means the issuance of (a) Common
Stock or options to employees, officers, directors or vendors of the Company pursuant to any stock or option plan duly adopted
for such purpose, by the Board of Directors or a majority of the members of a committee of directors established for such purpose,
(b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable
or exchangeable for or convertible into Common Stock issued and outstanding on the date of this Agreement, provided that
such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease
the exercise price, exchange price or conversion price of such securities, (c) securities in any “at-the-market offering”
with or conducted by a registered broker-dealer and (d) securities issued pursuant to acquisitions or strategic transactions approved
by the Board of Directors or a majority of the members of a committee of directors established for such purpose, which acquisitions
or strategic transactions can have a Variable Rate Transaction component, provided that any such issuance shall only be
to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an asset
in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to
the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose
of raising capital or to an entity whose primary business is investing in securities.


 




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6.
TRANSFER AGENT INSTRUCTIONS.


 


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


 


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


 


(b)
On the earlier of (i) the Commencement Date and (ii) such time that the Investor shall request in connection with a sale
or other disposition of Commitment Shares, provided all conditions of Rule 144 under the Securities Act are met, the Company shall,
no later than two (2) Business Days following the delivery by the Investor to the Company or the Transfer Agent of one or more
legended certificates or book-entry statements representing the Initial Commitment Shares and/or Additional Commitment Shares (which
certificates or book-entry statements the Investor shall promptly deliver on or prior to the first to occur of the events described
in clauses (i) and (ii) of this sentence), as directed by the Investor, issue and deliver (or cause to be issued and delivered)
to the Investor, as requested by the Investor, either: (A) a certificate or book-entry statement representing such Initial Commitment
Shares and/or Additional Commitment Shares that is free from all restrictive and other legends or (B) a number of shares of Common
Stock equal to the number of Initial Commitment Shares and/or Additional Commitment Shares represented by the certificate(s) or
book-entry statement(s) so delivered by the Investor as DWAC Shares. The Company shall take all actions to carry out the intent
and accomplish the purposes of the immediately preceding sentence, including, without limitation, delivering all such legal opinions,
consents, certificates, resolutions and instructions to the Transfer Agent, and any successor transfer agent of the Company, as
may be requested from time to time by the Investor or necessary or desirable to carry out the intent and accomplish the purposes
of the immediately preceding sentence. On the Commencement Date, the Company shall issue to the Transfer Agent, and any subsequent
transfer agent, (i) irrevocable instructions in the form substantially similar to those used by the Investor in substantially similar
transactions (the “Commencement Irrevocable Transfer Agent Instructions”) and (ii) the notice of effectiveness
of the Registration Statement in the form attached as an exhibit to the Registration Rights Agreement (the “Notice of
Effectiveness of Registration Statement”), in each case to issue the Additional Commitment Shares and the Purchase Shares
in accordance with the terms of this Agreement and the Registration Rights Agreement. All Purchase Shares to be issued from and
after Commencement to or for the benefit of the Investor pursuant to this Agreement shall be issued only as DWAC Shares. The Company
represents and warrants to the Investor that, while this Agreement is effective, no instruction other than the Commencement Irrevocable
Transfer Agent Instructions and the Notice of Effectiveness of Registration Statement referred to in this Section 6(b)
will be given by the Company to the Transfer Agent with respect to the Initial Commitment Shares, the Additional Commitment Shares
or the Purchase Shares from and after Commencement, and the Initial Commitment Shares, the Additional Commitment Shares and the
Purchase Shares covered by the Registration Statement shall otherwise be freely transferable on the books and records of the Company.
The Company agrees that if the Company fails to fully comply with the provisions of this Section 6(b) within five
(5) Business Days of the Investor providing the deliveries referred to above, the Company shall, at the Investor’s written
instruction, purchase such shares of Common Stock containing the Restrictive Legend from the Investor at the greater of the (i)
Purchase Price or Accelerated Purchase Price paid for such shares of Common Stock (as applicable) and (ii) the Closing Sale Price
of the Common Stock on the date of the Investor’s written instruction.


 




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7.
CONDITIONS TO THE COMPANY’S RIGHT TO COMMENCE SALES OF SHARES OF COMMON STOCK.


 


The right of the Company
hereunder to commence sales of the Purchase Shares on the Commencement Date is subject to the satisfaction of each of the following
conditions:


 


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


 


(b)
The Registration Statement covering the resale of the Commitment Shares and Purchase Shares shall have been declared effective
under the Securities Act by the SEC and no stop order with respect to the Registration Statement shall be pending or threatened
by the SEC;


 


(c)
All Securities to be issued by the Company to the Investor under the Transaction Documents shall have been approved for
listing on the Principal Market in accordance with the applicable rules and regulations of the Principal Market, subject only to
official notice of issuance; and


 


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


 


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


 


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


 


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


 


(b)
The Company shall have issued or caused to be issued to the Investor (i) one or more certificates or book-entry statements
representing the Commitment Shares free from all restrictive and other legends or (ii) a number of shares of Common Stock equal
to the number of Commitment Shares as DWAC Shares, in each case in accordance with Section 5(e) and Section 6(b);


 


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


 


(d)
The Investor shall have received the opinions of the Company’s legal counsel dated as of the Commencement Date substantially
in the form of Exhibit A attached hereto;


 


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


 




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


 


(g)
As of the Commencement Date, the Company shall have reserved out of its authorized and unissued Common Stock, (i) solely
for the purpose of effecting purchases of Purchase Shares hereunder, 2,807,885 shares of Common Stock; and (ii) solely for the
purpose of effecting the issuance of Additional Commitment Shares hereunder 60,006 shares of Common Stock;


 


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


 


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


 


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


 


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


 


(l)
The Registration Statement covering the resale of the Commitment Shares and Purchase Shares shall have been declared effective
under the Securities Act by the SEC and no stop order with respect to the Registration Statement shall be pending or threatened
by the SEC. The Company shall have prepared and filed with the SEC, not later than one (1) Business Day after the effective date
of the Registration Statement, a final and complete prospectus (the preliminary form of which shall be included in the Registration
Statement) and shall have delivered to the Investor a true and complete copy thereof. Such prospectus shall be current and available
for the resale by the Investor of all of the Securities covered thereby. The Current Report shall have been filed with the SEC,
as required pursuant to Section 5(a). All reports, schedules, registrations, forms, statements, information and other
documents required to have been filed by the Company with the SEC pursuant to the reporting requirements of the Exchange Act at
or prior to the date hereof have been filed with the SEC, and from the date hereof through the Commencement Date all reports, schedules,
registrations, forms, statements, information and other documents required to have been filed by the Company with the SEC pursuant
to the reporting requirements of the Exchange Act shall have been filed with the SEC within the applicable time periods prescribed
for such filings under the Exchange Act;


 


(m)
No Event of Default has occurred, or any event which, after notice and/or lapse of time, would become an Event of Default
has occurred;


 




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


 


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


 


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


 


9.
INDEMNIFICATION.


 


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


 




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10.
EVENTS OF DEFAULT.


 


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


 


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


 


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


 


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


 


(d)
if at any time after the Commencement Date, the Exchange Cap is reached unless and until stockholder approval is obtained
pursuant to Section 2(f) hereof. The Exchange Cap shall be deemed to be reached at such time if, upon submission of a Regular
Purchase Notice or Accelerated Purchase Notice under this Agreement, the issuance of such shares of Common Stock would exceed that
number of shares of Common Stock which the Company may issue under this Agreement without breaching the Company’s obligations
under the rules or regulations of the Principal Market;


 


(e)
the failure for any reason by the Transfer Agent to issue (i) the Additional Commitment Shares to the Investor within three
(3) Business Days after the date on which the Investor is entitled to receive such Additional Commitment Shares pursuant to Section
5(e) hereof and (ii) Purchase Shares to the Investor within three (3) Business Days after the applicable Purchase Date, Accelerated
Purchase Date or Additional Accelerated Purchase Date (as applicable) on which the Investor is entitled to receive such Purchase
Shares;


 




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


 


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


 


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


 


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


 


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


 


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


 


11.
TERMINATION


 


This Agreement may be terminated
only as follows:


 


(a)
If pursuant to or within the meaning of any Bankruptcy Law, the Company commences a voluntary case or any Person commences
a proceeding against the Company, a Custodian is appointed for the Company or for all or substantially all of its property, or
the Company makes a general assignment for the benefit of its creditors (any of which would be an Event of Default as described
in Sections 10(f), 10(g) and 10(h) hereof), this Agreement shall automatically terminate
without any liability or payment to the Company (except as set forth below) without further action or notice by any Person.


 


(b)
In the event that the Commencement shall not have occurred on or before October 31, 2019, due to the failure to satisfy
the conditions set forth in Sections 7 and 8 above with respect to the Commencement, either the Company or the Investor
shall have the option to terminate this Agreement at the close of business on such date or thereafter without liability of any
party to any other party (except as set forth below); provided, however, that the right to terminate this Agreement
under this Section 11(b) shall not be available to any party if such party is then in breach of any covenant or agreement
contained in this Agreement or any representation or warranty of such party contained in this Agreement fails to be true and correct
such that the conditions set forth in Section 7(d) or Section 8(e), as applicable, could not then be
satisfied.


 




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


 


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


 


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


 


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


 


12.
MISCELLANEOUS.


 


(a)
Governing Law; Jurisdiction; Jury Trial. The corporate laws of the State of Delaware shall govern all issues concerning
the relative rights of the Company and its stockholders. All other questions concerning the construction, validity, enforcement
and interpretation of this Agreement and the other Transaction Documents shall be governed by the internal laws of the State of
New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or
any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each
party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of Illinois,
County of Cook, for the adjudication of any dispute hereunder or under the other Transaction Documents or in connection herewith
or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to
assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that
such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper.
Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action
or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that
such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT
IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION
HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 




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


 


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


 


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


 


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


 


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


 


If to the Company:


 


IMAC Holdings,
Inc.


1605 Westgate Circle


Brentwood, Tennessee 37027


	 	Telephone: 	844.266.4622
	 	E-mail: 	jervin@imacrc.com
	 	Attention: 	Mr. Jeffrey S. Ervin,
	 	 	Chief Executive Officer


 


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


 


Olshan Frome
Wolosky LLP


1325 Avenue of
the Americas, 15th Floor


New York, New
York 10019


	 	Telephone: 	(212) 451-2300
	 	Facsimile: 	(212) 451-2222
	 	Email: 	sfeldman@olshanlaw.com
	 	Attention: 	Spencer G. Feldman, Esq.


 




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If to the Investor:


 


Lincoln Park Capital Fund, LLC


440 North Wells, Suite 410


Chicago, IL 60654


	 	Telephone: 	312.822.9300
	 	Facsimile: 	312.822.9301
	 	E-mail: 	jscheinfeld@lpcfunds.com/jcope@lpcfunds.com
	 	Attention: 	Josh Scheinfeld/Jonathan Cope


 


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


 


K&L Gates,
LLP


200 S. Biscayne
Blvd., Ste. 3900


Miami, Florida
33131


	 	Telephone: 	305.539.3306
	 	Facsimile: 	305.358.7095
	 	E-mail: 	clayton.parker@klgates.com
	 	Attention: 	Clayton E. Parker, Esq.


 


If to the Transfer Agent:


 


Equity Stock Transfer, LLC


237 West 37th Street, Suite
602


New York, New York 10018


	 	Tel:
    	(212)
    575-5757
	 	E-mail:
    	nora@equitystock.com
	 	Attention:
    	Ms.
    Nora Marckwordt, Director of Operations


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 




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


 


(p)
Adjustments for Share Splits. The parties acknowledge and agree that all share-related numbers contained in this
Agreement shall be adjusted to take into account any reorganization, recapitalization, non-cash dividend, stock split or other
similar transaction effected with respect to the Common Stock except as specifically stated herein.


 


** Signature Page Follows **


 




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


 


	 	THE COMPANY:
	 	 
	 	IMAC HOLDINGS, INC.
	 	 
	 	By	/s/ Jeffrey
    S. Ervin
	 	Name:	Jeffrey S. Ervin
	 	Title:	Chief Executive Officer
	 	 	 
	 	INVESTOR:
	 	 
	 	LINCOLN PARK CAPITAL FUND, LLC
	 	BY: LINCOLN PARK CAPITAL, LLC
	 	BY: ROCKLEDGE CAPITAL CORPORATION
	 	 
	 	By	/s/ Josh
    Scheinfeld
	 	Name:	Josh Scheinfeld
	 	Title:	President


 




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