Exhibit 10.1

      

     

      

    
      
        EXECUTION VERSION

      

       

      

      SECURITIES PURCHASE AGREEMENT

       

      This Securities Purchase Agreement (this “Agreement”) is dated as of November 23, 2022,
        between Eterna Therapeutics Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns,
        a “Purchaser” and collectively, the “Purchasers”).

       

      WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act (as defined below),
        and Rule 506 promulgated thereunder, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

       

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

       

      ARTICLE I.

      DEFINITIONS

       

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

       

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

       

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

       

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

       

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

       

      “Business Day” means any day other than Saturday, Sunday or other day
        on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be
          authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”  or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental
          authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers on such day.

       

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

       

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

       

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

       

      “Common Stock” means the common stock of the Company, par value
        $0.005 per share, and any other class of securities into which such securities may hereafter be reclassified or changed.

       

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

       

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

       

      “Common Warrants” means, collectively, the Common Stock purchase
        warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Warrants shall be exercisable on the date that is six months following the Closing Date and have a term of exercise equal to five (5) years and six
        (6) months, in the form of Exhibit A attached hereto.

       

      “Disclosure Schedules” means the Disclosure Schedules of the Company
        delivered concurrently herewith.

       

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

      

      

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

       

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

       

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

       

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

       

      “Legend Removal Date” shall have the meaning ascribed to such term in
        Section 4.1(c).

       

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

       

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

       

      
        

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

       

      “Per Share Purchase Price” equals $3.28, subject to adjustment for
        reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement and prior to the Closing Date.

       

      “Per Warrant Purchase Price” equals $0.125 per one share of Common
        Stock underlying the Warrant.

       

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

       

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

       

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

       

      “Registration Rights Agreement” means the Registration Rights
        Agreement, dated on or about the date hereof, among the Company and the Purchasers, substantially in the form of Exhibit B attached hereto.

       

      “Registration Statement” means a registration statement meeting the
        requirements set forth in the Registration Rights Agreement and covering the resale by the Purchasers of the Shares and the Warrant Shares.

       

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

       

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

       

      “Rule 424” means Rule 424 promulgated by the Commission pursuant to
        the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule

       

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

       

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

       

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

       

      
        

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

       

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

       

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

       

      “Subsidiary” means any subsidiary of the Company and shall, where
        applicable, also include any direct or indirect subsidiary of the Company formed or acquired after the date hereof.  As of the date of this Agreement, the Company’s subsidiaries (excluding dormant subsidiaries) are Brooklyn ImmunoTherapeutics LLC,
        a Delaware limited liability company, Novellus, Inc., a Delaware corporation, and Novellus Therapeutics, Ltd., a company formed under the laws of Ireland.

       

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

       

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

       

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

       

      “Transfer Agent” means Computershare Trust Company, N.A., the current
        transfer agent of the Company, and any successor transfer agent of the Company.

       

      “Warrants” means the Common Warrants.

       

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

       

      
        

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      ARTICLE II.

      PURCHASE AND SALE

       

      2.1          Closing.  On the Closing Date, which date shall be December 2, 2022, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers,
            severally and not jointly, agree to purchase, up to an aggregate of $7.72 million of Shares and Warrants. Each Purchaser shall deliver to the Company, via wire transfer or a certified check, immediately available funds equal to such Purchaser’s
            Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its respective Shares and a Warrant, as determined pursuant to Section 2.2(a), and the Company and each
            Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing.  Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur remotely via the electronic exchange of
            all closing deliverables, or as the parties shall otherwise mutually agree.

       

      2.2          Deliveries.

       

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

       

      (i)       this Agreement duly
            executed by the Company;

       

      (ii)      a legal opinion of
            outside counsel to the Company, addressed to the Purchasers, in a form reasonably acceptable to the Purchasers;

       

      (iii)     a copy of the
            irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, a certificate evidencing a number of Shares equal to (i) such Purchaser’s Subscription Amount less (x) the Per Warrant Purchase
            Price multiplied by (y) the number of Warrants to which such Purchaser is entitled hereunder, divided by (ii) the Per Share Purchase Price, registered in the name of such Purchaser, or, at the election of such Purchaser, evidence of the
            issuance of such Purchaser’s Shares hereunder as held in DRS book-entry form by the Transfer Agent and registered in the name of such Purchaser, which evidence shall be reasonably satisfactory to such Purchaser;

       

      (iv)     a Warrant registered
            in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 200% of such Purchaser’s Shares, with an exercise price equal to $3.28, subject to adjustment as set forth therein;

       

      (v)      the Company shall
            have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Interim Chief Executive Officer or Chief Financial Officer; and

       

      (vi)      the Registration
            Rights Agreement duly executed by the Company.

       

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

       

      (i)        this Agreement duly
            executed by such Purchaser;

       

      (ii)      such Purchaser’s
            Subscription Amount by wire transfer of immediately available funds to the account of the Company specified in writing by the Company; and

       

      (iii)      the Registration
            Rights Agreement duly executed by such Purchaser.

       

      
        

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      2.3          Closing Conditions.

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      
        

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      ARTICLE III.

      REPRESENTATIONS AND WARRANTIES

       

      3.1        Representations and Warranties of the Company. Except as set forth in the SEC Reports and in the Disclosure Schedules, which Disclosure Schedules shall be deemed a part
            hereof and shall qualify any representation or otherwise made herein to the extent of the disclosure contained in the Disclosure Schedules, the Company hereby makes the following representations and warranties to each Purchaser:

       

      (a)        Subsidiaries.  All of the direct and indirect subsidiaries of the Company are set forth in the definition of the term “Subsidiary” contained in this Agreement.  The Company owns, directly
            or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid,
            non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.  If the Company has no subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

       

      (b)        Organization and Qualification.  The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing (if the concept of
            good standing exists in such jurisdiction) under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently
            conducted.  Neither the Company nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents.  Each of the Company and
            the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification
            necessary, except where the failure to be so qualified or in good standing, as the case may be, would not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction
            Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s
            ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), 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.

       

      
        

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

       

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

       

      (e)          Filings, Consents and Approvals.  The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any
            court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the filings required pursuant to
            Section 4.4 of this Agreement, (ii) the filing with the Commission pursuant to the Registration Rights  Agreement, (iii) the notice and/or application(s) to each applicable Trading Market for the issuance and sale of the Securities and the
            listing of the Shares and Warrant Shares for trading thereon in the time and manner required thereby and (iv) the filing of Form D with the Commission and such filings as are required to be made under applicable state securities laws
            (collectively, the “Required Approvals”).

       

      
        

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      (f)         Issuance of the Securities.  The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued,
            fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and arising under applicable securities laws.  The Warrant Shares, when issued in
            accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.  The
            Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and the Warrants.

       

      (g)       Capitalization.  The capitalization of the Company as of the date hereof comprises 100,000,000 shares of Common Stock and 1,000,000 shares of preferred stock, par value $0.005 per share. 
            As of the date hereof, the Company has 2,942,120 shares of Common Stock outstanding and 156,112 shares of preferred stock outstanding. The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance of shares of Common Stock to employees
            pursuant to the Company’s employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act.  No Person has any
            right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents.  Except as a result of the purchase and sale of the Securities and as disclosed
            in the SEC Reports, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable
            for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock or the capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may
            become bound to issue additional shares of Common Stock or Common Stock Equivalents or capital stock of any Subsidiary.  The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue shares of Common Stock or
            other securities to any Person (other than the Purchasers). Except as disclosed in the SEC Reports, there are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion,
            exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary.  There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar
            provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any stock
            appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in
            compliance in all material respects with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities.  No further approval
            or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities.  There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s
            capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

       

      
        

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      (h)       SEC Reports; 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, for the two (2) years immediately preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing
            materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”).  As of their respective dates,
            the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a
            material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.  The Company has never been an issuer subject to Rule 144(i) under
            the Securities Act. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission 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.

       

      (i)        Material Changes; Undisclosed Events, Liabilities or Developments.  Since the date of the latest audited financial statements included within the SEC Reports, except as disclosed in a
            subsequent SEC Report filed or furnished prior to the date hereof, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not
            incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s
            financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property
            to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing
            Company stock option plans and as may be issued and sold pursuant to this Agreement.  The Company does not have pending before the Commission any request for confidential treatment of information.  Except for the issuance of the Securities
            contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective
            businesses, prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been
            publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

       

      
        

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

       

      (k)         Labor Relations.  No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result
            in a Material Adverse Effect.  None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is
            a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good.  To the knowledge of the Company, no executive officer of the Company or any Subsidiary is, or is
            now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in
            favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters.  The Company and its Subsidiaries are
            in compliance with all U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not,
            individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

       

      
        

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

       

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

       

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

       

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

       

      
        

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      (p)         Intellectual Property.  The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names,
            trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so
            have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”).  None of, and neither the Company nor any Subsidiary has received a notice (written or
            otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement.  Neither the Company nor any
            Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the
            rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect.  To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by
            another Person of any of the Intellectual Property Rights.  The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure
            to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

       

      (q)        Insurance.  The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary
            in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage at least equal to the aggregate Subscription Amount.  Neither the Company nor any 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 without a significant
            increase in cost.

       

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

       

      
        

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      (s)         Sarbanes-Oxley; Internal Accounting Controls.  The Company and the Subsidiaries are in compliance in all material respects with all applicable requirements of the Sarbanes-Oxley Act of
            2002 that are effective as of the date hereof, and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof and as of the Closing Date.  The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific
              authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s
              general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries
              have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be
              disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.  The Company’s certifying officers have
              evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation
                Date”).  The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as
              of the Evaluation Date.  Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have materially affected,
              or are reasonably likely to materially affect, the internal control over financial reporting of the Company and its Subsidiaries.

       

      (t)         [Reserved].

       

      (u)       Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and
            sale of the Securities by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

       

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

       

      (w)      Registration Rights.  Except as disclosed in the SEC Reports, no Person has any right to cause the Company or any Subsidiary to effect the registration under the Securities Act of any
            securities of the Company or any Subsidiary.

       

      
        

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      (x)        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 under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating such registration.  Except as
            disclosed in the SEC Reports, the Company has not, in the 12 months preceding the date hereof, received notice from any Trading Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance
            with the listing or maintenance requirements of such Trading Market.  The Common Stock is currently eligible for electronic transfer through the Depository Trust Company or another established clearing corporation and the Company is current in
            payment of the fees to the Depository Trust Company (or such other established clearing corporation) in connection with such electronic transfer.

       

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

       

      (z)        Disclosure.  All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company and its Subsidiaries, their respective businesses 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 the light of the circumstances under which they were made, not misleading. The press releases disseminated by the Company during the twelve months preceding the date of this Agreement 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 the light of the circumstances under which they were made and when made, not misleading.  The
            Company acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof.

       

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

       

      
        

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      (bb)       Solvency.  Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt by the Company of the proceeds from the sale of the
            Securities hereunder, (i) the fair saleable value of the Company’s assets exceeds the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including known contingent liabilities) as
            they mature, (ii) the Company’s assets do not constitute unreasonably small capital to carry on its business as now conducted and as proposed to be conducted including its capital needs taking into account the particular capital requirements of
            the business conducted by the Company, consolidated and projected capital requirements and capital availability thereof, and (iii) the current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate
            all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when such amounts are required to be paid.  The Company does not intend to incur debts
            beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt).  The Company has no knowledge of any facts or circumstances which lead it to believe that it
            will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date.  The SEC Reports set forth as of the date hereof all outstanding secured and unsecured
            Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments.  For the purposes of this Agreement, “Indebtedness” means (x) any liabilities
            for borrowed money or amounts owed in excess of $100,000 (other than trade accounts payable incurred in the ordinary course of business), (y) all guaranties, endorsements and other contingent obligations in respect of indebtedness of others,
            whether or not the same are or should be reflected in the Company’s consolidated balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary
            course of business; and (z) the present value of any lease payments in excess of $100,000 due under leases required to be capitalized in accordance with GAAP.  Neither the Company nor any Subsidiary is in default with respect to any
            Indebtedness.

       

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

       

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

       

      
        

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

       

      (ff)      Accountants.  The Company’s accounting firm is Grant Thornton LLP.  To the knowledge and belief of the Company, such accounting firm (i) is a registered public accounting firm as required
            by the Exchange Act and (ii) shall express its opinion with respect to the financial statements to be included in the Company’s Annual Report for the fiscal year ended December 31, 2022.

       

      (gg)      No Disagreements with Accountants and Lawyers. There are no material disagreements of any kind presently existing, or reasonably anticipated by the Company to arise, between the Company
            and the accountants and lawyers formerly or presently employed by the Company, which would reasonably be expected to affect the Company’s ability to perform any of its obligations under any of the Transaction Documents, and the Company is
            current with respect to any fees owed to its accountants and lawyers.

       

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

       

      (ii)       Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the
            stabilization or manipulation of the price of 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.

       

      
        

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      (jj)       Stock Option Plans. Each stock option granted by the Company under the Company’s stock option plan was granted (i) in accordance with the terms of the Company’s stock option plan and (ii)
            with an exercise price at least equal to the fair market value of the Common Stock on the date such stock option would be considered granted under GAAP and applicable law. No stock option granted under the Company’s stock option plan has been
            backdated.  The Company has not knowingly granted, and there is no and has been no Company policy or practice to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the release or other
            public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects.

       

      (kk)       Cybersecurity. (i)(x) To the Company’s knowledge, there has been no security breach or other compromise of or
            relating to any of the Company’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data
            maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”) and (y) the Company and the Subsidiaries have not been notified of, and has no
            knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data; (ii) the Company and the Subsidiaries are presently in compliance with all applicable laws
            or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to
            the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have
            implemented and maintained commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and
            the Subsidiaries have implemented backup and disaster recovery technology consistent with customary industry standards and practices.

       

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

       

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

       

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

       

      
        

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      (oo)       Money Laundering.  The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable financial record-keeping and reporting
            requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money

                Laundering Laws”), and no Action or Proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any Subsidiary with respect to the Money Laundering Laws is pending or, to
            the knowledge of the Company or any Subsidiary, threatened.

       

      (pp)      No Disqualification Events. With respect to the Securities to be offered and sold hereunder in reliance on Rule 506 under the Securities Act, none of the Company, any of its predecessors,
            any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering hereunder, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of
            voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person”
            and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person
            is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Purchasers a copy of any disclosures provided thereunder.

       

      (qq)       Other Covered Persons. The Company is not aware of any person (other than any Issuer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of
            purchasers in connection with the sale of any Securities.

       

      (rr)        Notice of Disqualification Events. The Company will notify the Purchasers in writing, prior to the Closing Date of (i) any Disqualification Event relating to any Issuer Covered Person and
            (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person.

       

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

       

      
        

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

       

      (b)        Own Account.  Such Purchaser understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is
            acquiring 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 such Purchaser’s right to sell the Securities pursuant to the Registration Statement or
            otherwise in compliance with applicable federal and state securities laws).  Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business.

       

      (c)         Purchaser Status.  At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each date on which it exercises any Warrants, it will be either:
            (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12), or (a)(13) under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act.

       

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

       

      (e)        General Solicitation.  Such Purchaser is not purchasing the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any
            newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.

       

      
        

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      (f)       Access to Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits and schedules thereto) and the SEC Reports
            and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and
            risks of investing in the Securities; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii)
            the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment.

       

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

       

      (h)        Short Sales.  Each
            Purchaser represents and warrants to the Company that such Purchaser it shall not engage in or effect, in any manner whatsoever, directly or indirectly, any (i) “short sale” (as such term is defined in Rule 200 of Regulation SHO of the 1934 Act
            (as defined herein)) of the Common Stock or (ii) hedging transaction, which establishes a net short position with respect to the Common Stock.

       

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

       

      

      
        

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      ARTICLE IV.

       OTHER AGREEMENTS OF THE PARTIES

       

      4.1          Transfer Restrictions.

       

      (a)        The Securities may
            only be disposed of in compliance with state and federal securities laws.  In connection with any transfer of Securities other than pursuant to an effective registration statement, to the Company or to an Affiliate of a Purchaser or in
            connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and
            substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.  As a condition of transfer, any such transferee
            shall agree in writing to be bound by the terms of this Agreement and the Registration Rights Agreement and shall have the rights and obligations of a Purchaser under this Agreement and the Registration Rights Agreement.

       

      (b)       The Purchasers agree
            to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Securities in the following form:

       

      THIS SECURITY HAS NOT BEEN  REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN
        EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
        AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.  THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT
        WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

       

      The Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a
        registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and, if required under the terms of such
        arrangement, such Purchaser may transfer pledged or secured Securities to the pledgees or secured parties.  Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured
        party or pledgor shall be required in connection therewith.  Further, no notice shall be required of such pledge.  At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured
        party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including, if the Securities are subject to registration pursuant to the Registration Rights Agreement, the preparation and filing of any required
        prospectus supplement under Rule 424(b)(3) under the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders (as defined in the Registration Rights Agreement) thereunder.

       

      
        

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      (c)        Certificates
            evidencing the Shares and Warrant Shares and held by non-Affiliates of the Company shall not contain any legend (including the legend set forth in Section 4.1(b) hereof), (i) while a registration statement (including the Registration Statement)
            covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Shares or Warrant Shares pursuant to Rule 144 (assuming cashless exercise of the Warrants), (iii) if such Shares or Warrant Shares are
            eligible for sale under Rule 144 (assuming cashless exercise of the Warrants) without the need to comply with the current information requirement contained in Rule 144(c), or (iv) if such legend is not required under applicable requirements of
            the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission).  The Company shall cause its counsel to issue a legal opinion to the Transfer Agent or the Purchaser if required by the Transfer
            Agent to effect the removal of the legend hereunder, or if requested by a Purchaser, respectively.  If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Warrant
            Shares, or if such Shares or Warrant Shares may be sold under Rule 144 and the Company is then in compliance with the current public information required under Rule 144 (assuming cashless exercise of the Warrants), or if the Shares or Warrant
            Shares may be sold under Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Shares or Warrant Shares or if such legend is not otherwise required under
            applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Warrant Shares shall be issued free of all legends. The Company agrees that at such time as
            such legend is no longer required under this Section 4.1(c), it will, no later than the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the delivery
            by a Purchaser to the Company or the Transfer Agent of a certificate representing Shares or Warrant Shares, as the case may be, issued with a restrictive legend, together with customary representation letters duly executed by such Purchaser
            (such date, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate (or book entry with the Transfer Agent) representing such shares that is free
            from all restrictive and other legends.  The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.  Certificates for Securities subject
            to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser.  As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in
            effect on the date of delivery of a certificate representing Shares or Warrant Shares, as the case may be, issued with a restrictive legend.

       

          

      
        

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      (d)         [Reserved.]

       

      (e)        Each Purchaser,
            severally and not jointly with the other Purchasers, agrees with the Company that such Purchaser will sell any Securities pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery
            requirements, or an exemption therefrom, and that if Securities are sold pursuant to the Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the
            restrictive legend from certificates representing Securities as set forth in this Section 4.1 is predicated upon the Company’s reliance upon this understanding.

       

      4.2       Furnishing of Information.  Until the earlier of the time that (i) no Purchaser owns Securities and (ii) the Warrants have expired, the Company covenants to maintain the
            registration of the Common Stock under Section 12(b) or 12(g) of the Exchange Act and to file all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the
            reporting requirements of the Exchange Act.

       

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

       

      4.4        Securities Laws Disclosure; Publicity.  The Company shall (a) on the Closing Date, or if Closing shall have occurred subsequent to 4:00 p.m. Eastern time on the Closing Date, on
            the Trading Day immediately following the Closing Date, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including copies of the Transaction Documents (or
            the forms thereof) as exhibits thereto, with the Commission within the time required by the Exchange Act.  From and after the issuance of such press release, the Company represents to the Purchasers that it shall have publicly disclosed all
            material, non-public information delivered to any of the Purchasers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the
            Transaction Documents. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press
            release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company,
            which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. 
            Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written
            consent of such Purchaser, except (a) as required by federal securities law in connection with (i) the Registration Statement and (ii)  the filing of final Transaction Documents (or disclosure with respect thereto) with the Commission and (b)
            to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (b).

       

      
        

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

       

      4.6       Non-Public Information.  Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents and any material non-public
            information set forth on the Disclosure Schedules, which material terms and conditions and material non-public information shall be disclosed pursuant to Section 4.4, the Company covenants and agrees that neither it, nor any other Person acting
            on its behalf will provide any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information in connection with the transactions contemplated by the
            Transaction Documents, unless prior thereto such Purchaser shall have consented to the receipt of such information and agreed with the Company to keep such information confidential.  The Company understands and confirms that each Purchaser
            shall be relying on the foregoing covenant in effecting transactions in securities of the Company.  To the extent that the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates
            delivers any material, non-public information to a Purchaser without such Purchaser’s consent in contravention of this Section 4.6, the Company hereby covenants and agrees that such Purchaser shall not have any duty of confidentiality to the
            Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates
            not to trade on the basis of, such material, non-public information, provided that the Purchaser shall remain subject to applicable law. To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains,
            material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K.  The Company understands and confirms that each
            Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company.

       

      4.7        Use of Proceeds.  The Company shall use the net proceeds from the sale of the Securities hereunder for working capital and general corporate purposes and shall not use such
            proceeds: (a)  for the satisfaction of any portion of the Company’s debt (other than payment of trade payables in the ordinary course of the Company’s business and prior practices), (b) for the redemption of any Common Stock or Common Stock
            Equivalents, (c) for the settlement of any outstanding litigation or (d) in violation of FCPA or OFAC regulations.

       

      
        

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      4.8         Indemnification of Purchasers.   Subject to the provisions of this Section 4.8, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders,
            members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the
            meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding
            such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations,
            claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or
            relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any
            capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is
            solely based upon a material breach of such Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations
            by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which is finally judicially determined to constitute fraud, gross negligence or willful misconduct).  If any action shall be brought against any
            Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its
            own choosing reasonably acceptable to the Purchaser Party.  Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the
            expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ
            counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Company shall be
            responsible for the reasonable fees and expenses of no more than one such separate counsel.  The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s
            prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations,
            warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents.  The indemnification required by this Section 4.8 shall be made by periodic payments of the amount thereof during the
            course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others
            and any liabilities the Company may be subject to pursuant to law.

       

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

       

      
        

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

       

      4.11       [Reserved].

       

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

       

      4.13       Certain Transactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it, nor any Affiliate acting on its
              behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales, of any of the Company’s securities during the period commencing with the execution of this Agreement and ending at such time that the
              transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.4.  Each Purchaser, severally
              and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press release as described in Section 4.4, such
              Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information included in the Disclosure Schedules.

       

      4.14       Form D; Blue Sky Filings.  The Company agrees to timely file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof, promptly upon
            request of any Purchaser. The Company shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to qualify the Securities for, sale to the Purchasers at the Closing under applicable
            securities or “Blue Sky” laws of the states of the United States, and shall provide evidence of such actions promptly upon request of any Purchaser.

       

      
        

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      4.15      Acknowledgment of Dilution.  The Company acknowledges that the issuance of the Securities may result in dilution of the outstanding shares of Common Stock, which dilution may be
            substantial under certain market conditions.  The Company further acknowledges that its obligations under the Transaction Documents, including, without limitation, its obligation to issue the Shares and Warrant Shares pursuant to the
            Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against any Purchaser and
            regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company.

       

      4.16     Exercise Procedures.  The form of Notice of Exercise included in the Warrants set forth the totality of the procedures required of the Purchasers in order to exercise the
            Warrants.  No additional legal opinion, other information or instructions shall be required of the Purchasers to exercise their Warrants.  Without limiting the preceding sentences, no ink-original Notice of Exercise shall be required, nor shall
            any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required in order to exercise the Warrants.  The Company shall honor exercises of the Warrants and shall deliver Warrant Shares in accordance
            with the terms, conditions and time periods set forth in the Transaction Documents.

       

      ARTICLE V.

      MISCELLANEOUS

       

      5.1       Termination.  This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the
            Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before the fifth (5th) Trading Day following the date hereof; provided,
            however, that no such termination will affect the right of any party to sue for any breach by any other party (or parties).

       

      5.2         Fees and Expenses.  Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and expenses of its advisers, counsel, accountants
            and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement; provided that the Company shall reimburse Purchasers’ legal counsel for
            fees and expenses up to $30,000.  The Company shall pay all Transfer Agent fees (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company and any exercise notice delivered by a
            Purchaser), stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchasers (excluding any successors or assigns thereof).

       

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

       

      
        

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      5.4         Notices.  Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on
            the earliest of: (a) the time of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email at the email address as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New
            York City time) on a Trading Day, (b) the next Trading Day after the time of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email at the email address as set forth on the signature pages
            attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight
            courier service or (d) upon actual receipt by the party to whom such notice is required to be given.  The address for such notices and communications shall be as set forth on the signature pages attached hereto.

       

      5.5      Amendments; Waivers.  No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the
            Company and Purchasers which purchased at least 66-2/3% in interest of the Shares based on the initial Subscription Amounts hereunder (or, prior to the Closing, the Company and each Purchaser) or, in the case of a waiver, by the party against
            whom enforcement of any such waived provision is sought, provided that if any amendment, modification or waiver disproportionately and adversely impacts a Purchaser (or group of Purchasers), the consent of at least 66-2/3% in interest (based on
            the initial Subscription Amounts hereunder) of such disproportionately impacted Purchaser (or group of Purchasers) shall also be required.  No waiver of any default with respect to any provision, condition or requirement of this Agreement shall
            be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any
            manner impair the exercise of any such right. Any proposed amendment or waiver that disproportionately, materially and adversely affects the rights and obligations of any Purchaser relative to the comparable rights and obligations of the other
            Purchasers shall require the prior written consent of such adversely affected Purchaser. Any amendment effected in accordance with this Section 5.5 shall be binding upon each Purchaser and holder of Securities and the Company.

       

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

       

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

       

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

       

      
        

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      5.9        Governing Law.  All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in
            accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof that would result in the application of the laws of any jurisdiction other than the State of New York.  Each party agrees
            that all legal Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates,
            directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York.  Each party hereby irrevocably submits to the exclusive jurisdiction of
            the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect
            to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or
            Proceeding is improper or is an inconvenient venue for such Proceeding.  Each party hereby irrevocably waives personal service of process and consents to process being served in any such Action or Proceeding by mailing a copy thereof via
            registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process
            and notice thereof.  Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.   If any party shall commence an Action or Proceeding to enforce any provisions of the
            Transaction Documents, then, in addition to the obligations of the Company under Section 4.8, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs
            and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.

       

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

       

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

       

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

       

      
        

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

       

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

       

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

       

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

       

      
        

        31

        
          


        
          
            
              EXECUTION VERSION

            

          

        

      

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

       

      5.18       [Reserved.]

       

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

       

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

       

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

       

      (Signature Pages Follow)

       

      
        

        32

        
          


        
          
            
              EXECUTION VERSION

            

          

        

      

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

       

      	
              ETERNA THERAPEUTICS INC.

            	
              Address for Notice:

            
	 	 
	
              By:

            	
              /s/ Andrew Jackson

                

            	 	
              Email: andrew.jackson@eternatx.com

            
	
              

              

            	
              
                Name: Andrew Jackson

              

            	 
	

            	
              
                Title: Chief Executive Officer

              

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

            	 
	 	 
	
              Greenberg Traurig, P.A.

            	 
	
              333 S.E. 2nd Avenue, Suite 4400

            	 
	
              Miami, FL 33131

            	 
	
              Attn:  Drew M. Altman

            	 
	
              Email:  altmand@gtlaw.com

            	 


      

      

      [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

      SIGNATURE PAGE FOR PURCHASER FOLLOWS]

       

      

      
        

        33

        
          


        
          
            
              EXECUTION VERSION

            

          

        

      

      [PURCHASER SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT]

      

      

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

       

      	
              Name of Purchaser: Charles Cherington

            	 
	 	 
	
              Signature of Authorized Signatory of Purchaser:

            	
              /s/ Charles Cherington

            


      	 	 
	
              Name of Authorized Signatory:

            	
              Charles Cherington

            


      	 	 
	
              Title of Authorized Signatory:

            	
              Charles Cherington

            


      	 	 
	
              Email Address of Authorized Signatory:

            	 
	 	 
	
              Address for Notice to Purchaser:

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

            
	 	 
	
              Subscription Amount: $

            	
              923,998.68

            	 


      	 	 
	
              Shares:

            	 261,756	 


      	 	 
	
              Common Warrants:

            	 523,512	
                Beneficial Ownership Blocker ☐ 4.99% or ☐ 9.99%

            


      	 	 
	
              EIN Number:

            	 	 


      

      

      [SIGNATURE PAGES CONTINUE]

       

      

      
        

        34

        
          


        
          
            
              EXECUTION VERSION

            

          

        

      

      [PURCHASER SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT]

      

      

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

       

      

      

      	
              Name of Purchaser: Purchase Capital LLC

              

            	 
	 	 
	
              Signature of Authorized Signatory of Purchaser:

            	
              /s/ Nicholas Singer

            


      	 	 


      	
              Name of Authorized Signatory:

            	
              Nicholas Singer

            


      	 	 
	
              Title of Authorized Signatory:

            	
              Managing Member

              

            


      	 	 
	
              Email Address of Authorized Signatory:

            	 
	 	 
	
              Address for Notice to Purchaser:

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

            
	 	 
	
              Subscription Amount: $

            	 999,999.58	 


      	 	 
	
              Shares:

            	 283,286	 


      	 	 
	
              Common Warrants:

            	 566,572	
              Beneficial Ownership Blocker ☐ 4.99% or ☐ 9.99%

            


      	 	 
	
              EIN Number:

            	 	 


      

      

      [SIGNATURE PAGES CONTINUE]

      

      

      
        

        35

        
          


        
          
            
              EXECUTION VERSION

            

          

        

      

      [PURCHASER SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT]

      

      

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

       

      	
              Name of Purchaser: John D. Halpern Revocable Trust

              

            	 
	 	 
	
              Signature of Authorized Signatory of Purchaser:

            	
              /s/ John D. Halpern

            


      	 	 
	
              Name of Authorized Signatory:

            	
              John D. Halpern

            


      	 	 
	
              Title of Authorized Signatory:

            	
              Trustee

            


      	 	 
	
              Email Address of Authorized Signatory:

            	 
	 	 
	
              Address for Notice to Purchaser:

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

            
	 	 


      	
              Subscription Amount: $

            	 1,185,797.60	 
	 	 


      	
              Shares:

            	 335,920	 
	 	 


      	
              Common Warrants:

            	 671,840	
              Beneficial Ownership Blocker ☐ 4.99% or ☐ 9.99%

            


      	 	 
	
              EIN Number:

            	

            	 


      

      

      [SIGNATURE PAGES CONTINUE]

      

      

      
        

        36

        
          


      

      
      [PURCHASER SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT]

      

      

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

       

      	
              Name of Purchaser: George Denny Trust 2021

              

            	 
	 	 
	
              Signature of Authorized Signatory of Purchaser:

            	
              /s/ George P. Denny III

              

            


      	 	 
	
              Name of Authorized Signatory:

            	
              George P. Denny III

              

            
	 	 


      	
              Title of Authorized Signatory:

            	
              Trustee

            
	 	 
	
              Email Address of Authorized Signatory:

            
	 	 
	
              Address for Notice to Purchaser:

            


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

            
	 	 
	
              Subscription Amount: $

            	 999,999.58	 


      	 	 
	
              Shares:

            	 283,286	 


      	 	 
	
              Common Warrants:

            	 566,572	
              Beneficial Ownership Blocker ☐ 4.99% or ☐ 9.99%

            


      	 	 
	
              EIN Number:

            	 	 


      

      

      [SIGNATURE PAGES CONTINUE]

       

      

      
        37

        
          


      

      
      

      

      
        [PURCHASER SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT]

        

        

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

         

        	
                Name of Purchaser: Denny Family Partners II

                

              	 
	 	 
	
                Signature of Authorized Signatory of Purchaser:

              	
                /s/ George P. Denny III

                

              


        	 	 
	
                Name of Authorized Signatory:

              	
                George P. Denny III

                

              
	 	 


        	
                Title of Authorized Signatory:

              	
                Managing Partner

                

              
	 	 
	
                Email Address of Authorized Signatory:

              
	 	 
	
                Address for Notice to Purchaser:

              


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

              
	 	 
	
                Subscription Amount: $

              	178,099.09	 


        	 	 
	
                Shares:

              	50,453	 


        	 	 
	
                Common Warrants:

              	 100,906	
                Beneficial Ownership Blocker ☐ 4.99% or ☐ 9.99%

              


        	 	 
	
                EIN Number:

              	 	 


        

        

        [SIGNATURE PAGES CONTINUE]

         

      

      
        38

        
          


      

      [PURCHASER SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT]

      

      

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

       

      	
              Name of Purchaser: The Yiannis Monovoukas Family 2013 Irrevocable Trust F/B/O Alexi Monovoukas

            
	 	 
	
              Signature of Authorized Signatory of Purchaser: 

                

            	
                 /s/ Michael O'Connell

              

            


       

      

      	
              Name of Authorized Signatory:

            	   Michael F. O'Connell

            


      

      

      	
              Title of Authorized Signatory:

            	
                  Trustee

            


      

      

      	
              Email Address of Authorized Signatory:

            


       

      

      	
              Address for Notice to Purchaser:

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

            
	 	 
	
              Subscription Amount: $

            	 84,998.87	 


      	 	 
	
              Shares:

            	 24,079	 


      	 	 
	
              Common Warrants:

            	 48,158	
              Beneficial Ownership Blocker ☐ 4.99% or ☐ 9.99%

            


      	 	 
	
              EIN Number:

            	 	 


      

      

      [SIGNATURE PAGES CONTINUE]

      

      

      
        39

        
          


      

      [PURCHASER SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT]

      

      

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

       

      	
              Name of Purchaser: The Yiannis Monovoukas Family 2013 Irrevocable Trust F/B/O Aresti Monovoukas

            
	 	 
	
              Signature of Authorized Signatory of Purchaser:

            	
                /s/ Michael O'Connell

            


      	 	 
	
              Name of Authorized Signatory:

            	   Michael F. O'Connell


      	 	 
	
              Title of Authorized Signatory:

            	
              Trustee

            


      	 	 
	
              Email Address of Authorized Signatory:

            	 
	 	 
	
              Address for Notice to Purchaser:

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

            


      	 	 
	
              Subscription Amount: $

            	 84,998.87	 


      	

            	 
	
              Shares:

            	 24,079	 


      	 	 
	
              Common Warrants:

            	 48,158	
                    Beneficial Ownership Blocker ☐ 4.99% or ☐ 9.99%

            


      	 	 
	
              EIN Number:

            	 	 


       

      

      [SIGNATURE PAGES CONTINUE]

      

      

      
        40

        
          


      

      [PURCHASER SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT]

      

      

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

       

      	
              Name of Purchaser: The Yiannis Monovoukas Family 2013
                  Irrevocable Trust F/B/O Christian Monovoukas

            
	 	 
	
              Signature of Authorized Signatory of Purchaser:

            	
                /s/ Michael O'Connell

              

            


      	 	 
	
              Name of Authorized Signatory:

            	   Michael F. O'Connell

            
	 	 


      	
              Title of Authorized Signatory:

            	
              Trustee

            


      	 	 
	
              Email Address of Authorized Signatory:

            	 
	 	 
	
              Address for Notice to Purchaser:

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

            
	 	 
	
              Subscription Amount: $

            	 84,998.87	 


      	 	 
	
              Shares:

            	 24,079	 


      	 	 
	
              Common Warrants:

            	 48,158	
              Beneficial Ownership Blocker ☐ 4.99% or ☐ 9.99%

            


      	 	 
	
              EIN Number:

            	 	 


      

      

      [SIGNATURE PAGES CONTINUE]

       

      

      
        41

        
          


      

      [PURCHASER SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT]

      

      

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

       

      	
              Name of Purchaser: Freebird Partners LP

                

            	 
	 	 
	
              Signature of Authorized Signatory of Purchaser:

            	
              /s/ Curtis Huff

              

            


      	 	 
	
              Name of Authorized Signatory:

            	   Curtis Huff

            


      	 	
               

            
	
              Title of Authorized Signatory:

            	
              President

            
	 	 
	
              Email Address of Authorized Signatory:

            
	 	 
	
              Address for Notice to Purchaser:

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

            


      	 	 
	
              Subscription Amount: $

            	 749,997.82	 


      	 	 
	
              Shares:

            	 212,464	 
	   


      	
              Common Warrants:

            	 424,928	
              Beneficial Ownership Blocker ☐ 4.99% or ☐ 9.99%

            


      	 	 
	
              EIN Number:

            	 	 


      

      

      [SIGNATURE PAGES CONTINUE]

       

      

      
        42

        
          


      

      [PURCHASER SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT]

      

      

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

       

      	
              Name of Purchaser: Ashley S. Pettus 2012 Irrevocable Trust
                  dated November 30, 2012

            
	 	 
	
              Signature of Authorized Signatory of Purchaser:

            	
              /s/ Steve Cherington

              

            


      	 	 
	
              Name of Authorized Signatory:

            	   Stephen W. Cherington

            


      	 	 
	
              Title of Authorized Signatory:

            	
              Trustee

            


      

      

      	 	 
	
              Email Address of Authorized Signatory:

            
	 	 
	
              Address for Notice to Purchaser:

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

            


      	 	 
	
              Subscription Amount: $

            	 499,999.79	 


      	 	 
	
              Shares:

            	 141,643	 


      	 	 


      	
              Common Warrants:

            	 283,286	
              Beneficial Ownership Blocker ☐ 4.99% or ☐ 9.99%

            


      	 	 
	
              EIN Number:

            	 	 


      

      

      [SIGNATURE PAGES CONTINUE]

       

      

      
        43

        
          


      

      [PURCHASER SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT]

      

      

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

       

      	
              Name of Purchaser: IAF, LLC

            	 
	 	 
	
              Signature of Authorized Signatory of Purchaser:

            	
              /s/ Edward Bennett

              

            


      	 	 
	
              Name of Authorized Signatory:

            	   Edward G R Bennett

            


      	 	 
	
              Title of Authorized Signatory:

            	
              Agent

            


      	 	 
	
              Email Address of Authorized Signatory:

            	 
	 	 
	
              Address for Notice to Purchaser:

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

            	 


      	 	 
	
              Subscription Amount: $

            	 749,997.82	 


      	 	 
	
              Shares:

            	 212,464	 


      	 	 
	
              Common Warrants:

            	 424,928	
              Beneficial Ownership Blocker ☐ 4.99% or ☐ 9.99%

            


      	 	 
	
              EIN Number:

            	 	 


      

      

      [SIGNATURE PAGES CONTINUE]

       

      

      
        44

        
          


      

      

      

      [PURCHASER SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT]

      

      

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

       

      	
              Name of Purchaser: Shameek Konar

            	 
	 	 
	
              Signature of Authorized Signatory of Purchaser:

            	
              /s/ Shameek Konar

              

            


      	 	 


      	
              Name of Authorized Signatory:

            	   Shameek Konar

            
	 	 


      	
              Title of Authorized Signatory:

            	
              Investor

            


      	 	 
	
              Email Address of Authorized Signatory:

            	 
	 	 
	
              Address for Notice to Purchaser:

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

            
	 	 
	
              Subscription Amount: $

            	 249,998.13	 


      	 	 


      	
              Shares:

            	 70,821	 


      	 	 


      	
              Common Warrants:

            	 141,642	
              Beneficial Ownership Blocker ☐ 4.99% or ☐ 9.99%

            


      	 	 
	
              EIN Number:

            	 	 


      

      

      [SIGNATURE PAGES CONTINUE]

       

      

      
        45

        
          


      

      [PURCHASER SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT]

      

      

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

       

      	
              Name of Purchaser: Jean Pigozzi 

                

            	 
	 	 
	
              Signature of Authorized Signatory of Purchaser:

            	
              /s/ Jean Pigozzi

              

            
	 	 


      	
              Name of Authorized Signatory:

            	   Jean Pigozzi

            
	 	 


      	
              Title of Authorized Signatory:

            	
              Self

            


      	 	 
	
              Email Address of Authorized Signatory:

            	 
	 	 
	
              Address for Notice to Purchaser:

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

            
	 	 
	
              Subscription Amount: $

            	 249,998.13

            	 


      	 	 


      	
              Shares:

            	 70,821

            	 


      	 	 


      	
              Common Warrants:

            	 141,642	
              Beneficial Ownership Blocker ☐ 4.99% or ☐ 9.99%

            


      	 	 
	
              EIN Number:

            	 	 


      

      

      [SIGNATURE PAGES CONTINUE]

       

      

      
        46

        
          


      

      [PURCHASER SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT]

      

      

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

       

      	
              Name of Purchaser: Samuel Bradford

            	 
	 	 
	
              Signature of Authorized Signatory of Purchaser:

            	
              /s/  Samuel Bradford

              

            


      	 	 


      	
              Name of Authorized Signatory:

            	   Samuel Bradford

            
	 	 


      	
              Title of Authorized Signatory:

            	
              Purchaser

            


      	 	 
	
              Email Address of Authorized Signatory:

            	 
	 	 
	
              Address for Notice to Purchaser:

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

            
	 	 
	
              Subscription Amount: $

            	 249,998.13	 


      	 	 
	
              Shares:

            	 70,821	 


      	 	 
	
              Common Warrants:

            	 141,642	
              Beneficial Ownership Blocker ☐ 4.99% or ☐ 9.99%

            


      	 	 


      	
              EIN Number:

            	 	 


      

      

      [SIGNATURE PAGES CONTINUE]

       

      

      
        47

        
          


      

      [PURCHASER SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT]

      

      

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

       

      	
              Name of Purchaser: ELF Investments, LLC

            	 
	 	 
	
              Signature of Authorized Signatory of Purchaser:

            	
              /s/ Ross Lienhart

              

            


      	 	 
	
              Name of Authorized Signatory:

            	  Ross M. Lienhart

            


      

      

      	 	 
	
              Title of Authorized Signatory:

            	Managing Member

            


      	 	 
	
              Email Address of Authorized Signatory:

            	 
	 	 
	
              Address for Notice to Purchaser:

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

            


      	 	 
	
              Subscription Amount: $

            	 54,997.40	 


      	 	 
	
              Shares:

            	 15,580	 


      	 	 
	
              Common Warrants:

            	 31,160	
              Beneficial Ownership Blocker ☐ 4.99% or ☐ 9.99%

            


      	 	 
	
              EIN Number:

            	 	 


      

      

      [SIGNATURE PAGES CONTINUE]

       

      

      
        48

        
          


      

      [PURCHASER SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT]

      

      

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

       

      	
              Name of Purchaser: David Neithardt

            	 
	 	 
	
              Signature of Authorized Signatory of Purchaser:

            	
              /s/ David Neithardt

              

            


      	 	 
	
              Name of Authorized Signatory:

            	  David Neithardt

            


      	 	 
	
              Title of Authorized Signatory:

            	
              Trustee

            


      	 	 
	
              Email Address of Authorized Signatory:

            	 
	 	 
	
              Address for Notice to Purchaser:

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

            
	 	 
	
              Subscription Amount: $

            	 249,998.13	 


      	 	 


      	
              Shares:

            	 70,821	 
	 	 


      	
              Common Warrants:

            	 141,642	
              Beneficial Ownership Blocker ☐ 4.99% or ☐ 9.99%

            


      	 	 
	
              EIN Number:

            	 	 


      

      

      [SIGNATURE PAGES CONTINUE]

       

      

      
        49

        
          


      

      [PURCHASER SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT]

      

      

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

       

      	
              Name of Purchaser: Daniel Lyons

            	 
	 	 
	
              Signature of Authorized Signatory of Purchaser:

            	
              /s/ Daniel Lyons

              

            
	 	 


      	
              Name of Authorized Signatory:

            	  Daniel Lyons

            
	 	 


      	
              Title of Authorized Signatory:

            	
              Self

            


      	 	 
	
              Email Address of Authorized Signatory:

            	 
	 	 
	
              Address for Notice to Purchaser:

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

            
	 	 
	
              Subscription Amount: $

            	 14,998.97	 


      	 	 
	
              Shares:

            	 4,249	 
	 	 


      	
              Common Warrants:

            	 8,498	
              Beneficial Ownership Blocker ☐ 4.99% or ☐ 9.99%

            


      	 	 
	
              EIN Number:

            	 	 


      

      

      [SIGNATURE PAGES CONTINUE]

       

      

      
        50

        
          


      

      [PURCHASER SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT]

      

      

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

       

      	
              Name of Purchaser: Stephen Older

            	 
	 	 
	
              Signature of Authorized Signatory of Purchaser:

            	
              /s/ Stephen Older

              

            
	 	 


      	
              Name of Authorized Signatory:

            	   Stephen Older

            


      	 	 
	
              Title of Authorized Signatory:

            	
              Individual

            


      	 	 
	
              Email Address of Authorized Signatory:

            	 
	 	 
	
              Address for Notice to Purchaser:

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

            	 


      	 	 
	
              Subscription Amount: $

            	 49,998.92	 


      	 	 


      	
              Shares:

            	 14,164	 
	 	 


      	
              Common Warrants:

            	 28,328	
              Beneficial Ownership Blocker ☐ 4.99% or ☐ 9.99%

            


      	 	 
	
              EIN Number:

            	 	 


      

      

      [SIGNATURE PAGES CONTINUE]

      
        51

        
          


      

      [PURCHASER SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT]

      

      

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

       

      	
              Name of Purchaser: T & Z Commercial Property, LLC

                

            	 
	 	 
	
              Signature of Authorized Signatory of Purchaser:

            	
              /s/ Kenneth Warren

              

            


      	 	 


      	
              Name of Authorized Signatory:

            	  Kenneth E. Warren
	 	 


      	
              Title of Authorized Signatory:

            	
              Managing Member

              

            
	 	 


      	
              Email Address of Authorized Signatory:

            	 
	 	 
	
              Address for Notice to Purchaser:

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

            	 


      	 	 
	
              Subscription Amount: $

            	 49,998.92

              	 


      	 	 


      	
              Shares:

            	 14,164	 


      	 	 


      	
              Common Warrants:

            	 28,328	
              Beneficial Ownership Blocker ☐ 4.99% or ☐ 9.99%

            


      	 	 
	
              EIN Number:

            	 	 


      

      

      
        


    

  

   
  52