Exhibit
10.1


 


SECURITIES
PURCHASE AGREEMENT


 


This
Securities Purchase Agreement (this “Agreement”) is dated as of December 5, 2022, between Soluna Holdings, Inc., a
Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its
successors and assigns, a “Purchaser” and collectively the “Purchasers”).


 


WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities
Act of 1933, as amended (the “Securities Act”) as to the Securities, 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 except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day
on which banking institutions in the State of New York are authorized or required by law or other governmental action to close; 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 action to close.


 


“Closing”
means the Initial Closing and Subsequent Closing, if any, of the purchase and sale of the Securities pursuant to Section 2.1 or 2.4.


 


“Closing
Date” means each of the Initial Closing Date and the Subsequent Closing Date(s), if any, and is 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’ obligation to pay the Subscription Amount at such Closing, and (ii) the Company’s obligations to deliver
the Securities to be issued and sold at such Closing, in each case, have been satisfied or waived, but in no event later than the fifth
Trading Day following the date hereof in the case of the Initial Closing.


 






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


 


“Common
Stock” means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such
securities may hereafter be reclassified or changed.


 


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


 


“Company
Counsel” means Haynes and Boone, LLP, with offices located at 30
Rockefeller Plaza, 26th Floor, New York, New York 10112.


 


“Disclosure
Time” means, (i) if this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time) and
before midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the
date hereof, and (ii) if this Agreement is signed between midnight (New York City time) and 9:00 a.m. (New York City time) on any Trading
Day, no later than 9:01 a.m. (New York City time) on the date hereof.


 


“Equity
Line of Credit” shall have the meaning ascribed to such term in Section 4.14(a).


 


“Evaluation
Date” shall have the meaning ascribed to such term in Section 3.1(s).


 


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


 


“Exempt
Issuance” means, absent a written waiver by the Purchasers, the issuance of (a) shares of Common Stock and options to officers,
directors, employees or consultants of the Company, approved by a majority of the non-employee members of the Board of Directors or a
majority of the members of a committee of non-employee directors established for purpose of approving or administering such issuances
and/or stockholders of the Company pursuant to the rules of the principal Trading Market, for services rendered to the Company, (b) securities
exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided
that such securities and any term thereof have not been amended since the date of this Agreement to increase the number of such securities
or to decrease the issue price, exercise price, exchange price or conversion price of such securities (other than in connection with
stock splits or combinations, or pursuant to the terms of the Securities Purchase Agreement for the sale of the notes issued on October
21, 2021, and any reduction of exercise price of the warrants issued pursuant to such Securities Purchase Agreement and relevant addendums)
and which securities and the principal terms thereof are set forth on Schedule 3.1(g), (c) securities issued pursuant to acquisitions
or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall
only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an owner
of an asset in a business synergistic with the business of the Company and shall be intended to provide to the Company substantial additional
benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities in connection
with the raising of capital or to an entity whose primary business is investing in securities, (d) securities issued at a price or an
effective price greater than the highest price of any security issued and issuable in the offering including but not limited to the exercise
price for the Warrant Shares, (e) shares of Common Stock as dividends on the preferred stock of the Company pursuant to the terms of
the Certificates of Designations in effect as of the date of this Agreement, (f) securities to the holder of the Series B Convertible
Preferred Stock equal to 10% of the amount of the capital raised by the Company pursuant to Section 4.11(e) of the Securities Purchase
Agreement, dated as of July 19, 2022, between the Company and the purchaser signatory thereto, and (g) shares of Common Stock as Univest
Fees, which will consist of 431,014 shares of Common Stock and 7% of the Shares issued in Initial Closing, and warrants to be issued
to Univest or its designees to purchase up to the number of shares equal to 7% of the Shares issued in Initial Closing, in the form substantially
the same as the Warrants. No Variable Rate Transaction shall be deemed an Exempt Issuance.


 






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


 


“G&M”
shall mean Grushko & Mittman, P.C., with offices located at 515 Rockaway Avenue, Valley Stream, New York 11581, Fax: 212-697-3575.


 


“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(aa).


 


“Initial
Closing” shall mean the first Closing to occur pursuant to this Agreement.


 


“Initial
Closing Date” shall mean the date upon which the Initial Closing occurs.


 


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


 


“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).


 


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


 


“Nevada
Company Counsel” means Parson Behle & Latimer with offices located at 50 West Liberty Street, Suite 750, Reno, Nevada 89501.


 






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“Per
Share Purchase Price” equals $0.76, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations,
other similar transactions of the Common Stock that occur after the date of this Agreement.


 


“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.


 


“Prospectus”
means the final prospectus filed for the Registration Statement, including documents incorporated therein by reference.


 


“Prospectus
Supplement” means the supplement to the Prospectus complying with Rule 424(b) of the Securities Act that is filed with the
Commission and delivered by the Company to each Purchaser at the Closing.


 


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


 


“Registration
Statement” means the effective registration statement with Commission file No. 333-261427 which registers the sale of the Securities
to the Purchasers.


 


“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.


 


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


 






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“Share
Issuance Limitation” shall have the meaning ascribed to such term in Section 4.15.


 


“Shareholder
Approval” means such approval, if required, by the applicable rules and regulations of the Nasdaq Stock Market (or any successor
entity) from the shareholders of the Company with respect to the transactions contemplated by the Transaction Documents, including the
issuance of all of the Shares and Warrant Shares.


 


“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.


 


“Subsequent
Closing” shall mean a Closing pursuant to Section 2.4.


 


“Subsequent
Closing Date” shall mean the date of a Closing of a Subsequent Closing.


 


“Subsidiary”
means any subsidiary of the Company as set forth in the SEC Reports, and shall, where applicable, also include any direct or indirect
subsidiary of the Company formed or acquired after the date hereof.


 


“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, the New York Stock
Exchange, OTCQB or OTCQX (or any successors to any of the foregoing).


 


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


 


“Transfer
Agent” means American Stock Transfer & Trust Company, LLC, the current transfer agent of the Company, with a mailing address
of 6201 15th Avenue, Brooklyn, NY 11219 and any successor transfer agent of the Company.


 


“Variable
Rate Transaction” shall have the meaning ascribed to such term in Section 4.14(a).


 






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“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed
or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date)
on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30
a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average
price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not
then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported in the “Pink Sheets”
published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most
recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock
as determined by an independent appraiser selected in good faith by the Purchasers of a majority in interest of the Securities then outstanding
and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.


 


“Warrants”
means the Common Stock purchase Warrants delivered to the Purchasers at each Closing in accordance with Article II hereof, which Warrants
shall be exercisable immediately and have a term of exercise equal to 60 months from the Closing at which such Warrants are issued, in
the form attached hereto as Exhibit A. The Warrant Exercise Price for the Warrants issued at each Closing shall equal the Per
Share Purchase Price of the Shares purchased at the Closing pursuant to which such Warrants are issued.


 


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


 


ARTICLE
II.


PURCHASE
AND SALE


 


2.1 Closing.
On the Initial Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the
execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not
jointly, agree to purchase, for an aggregate of $855,000.00 of Shares and Warrants. Each Purchaser’s Subscription Amount as
set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment”
settlement with the Company or its designees. The Company shall deliver to each Purchaser its respective Shares and Warrants as
determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2
deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall
occur at the offices of G&M or such other location as the parties shall mutually agree. Settlement of the Shares and Warrants
shall occur via “Delivery Versus Payment” (i.e., on the Closing Date, the Company shall issue the Shares registered in
the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) identified by each
Purchaser; upon receipt of such Shares, and payment therefor shall be made by each Purchaser by wire transfer to the Company).
Notwithstanding anything to the contrary herein and a Purchaser’s Subscription Amount set forth on the signature pages
attached hereto, the number of Shares purchased by a Purchaser (and its Affiliates) hereunder at any Closing Date shall not, when
aggregated with all other shares of Common Stock owned by such Purchaser (and its Affiliates) at such time, result in such Purchaser
beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act) in excess of 9.9% of the then issued and
outstanding Common Stock outstanding at the Closing (the “Beneficial Ownership Maximum”), and such Purchaser’s
Subscription Amount, to the extent it would otherwise exceed the Beneficial Ownership Maximum immediately prior to the Closing,
shall be conditioned upon the issuance of Shares at the Closing to the other Purchasers signatory hereto. To the extent that a
Purchaser’s beneficial ownership of the Shares would otherwise be deemed to exceed the Beneficial Ownership Maximum, such
Purchaser’s Subscription Amount shall automatically be reduced as necessary in order to comply with this paragraph.
Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company
and an applicable Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement
Period”), such Purchaser sells to any Person all, or any portion, of any Common Stock or Warrants to be issued hereunder to
such Purchaser at the Closing (collectively, the “Pre-Settlement Securities”), such Purchaser shall, automatically
hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to
purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Securities to such Purchaser at the
Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities to such Purchaser prior to the
Company’s receipt of the purchase price of such Pre-Settlement Securities hereunder; and provided further that the Company
hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether
or not during the Pre-Settlement Period such Purchaser shall sell any shares of Common Stock or Warrants to any Person and that any
such decision to sell any shares of Common Stock or Warrants by such Purchaser shall solely be made at the time such Purchaser
elects to effect any such sale, if any. The Company covenants that, if the Purchaser delivers a Notice of Exercise (as defined in
the Warrant) to exercise any Warrant between the date hereof and prior to the Closing Date, the Company shall deliver Warrant Shares
to the Purchaser on the Closing Date in connection with such Notice of Exercise and such Purchaser shall deliver the applicable
exercise price to the Company on the Closing Date.


 






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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 Company Counsel and legal opinion of special Nevada Company Counsel, each in a form reasonably acceptable to the
Purchasers;


 


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


 


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


 


(v)
such number of Warrants equal to 200% of such Purchaser’s Shares, with an exercise price equal to the Per Share Purchase
Price, subject to adjustment therein; and


 


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


 


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


 


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


 


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


 






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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) 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


 






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(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, wide spread national public health emergency, 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.


 


2.4 Subsequent
Closing(s). There may be up to two additional Closings, subject to the following:


 


(a) First
Subsequent Closing. The first Subsequent Closing for up to an additional $855,000.00 of Subscription Amount in the aggregate, of
Shares and Warrants, may be held within 120 days after the Initial Closing Date at the written election of any Purchaser as to
itself, on the same terms and conditions as the Initial Closing. The Parties shall make the same deliveries as required by Section
2.2 for the Initial Closing and the Subsequent Closing shall be subject to the same conditions as set forth in Section 2.3 for the
Initial Closing. Subject to Section 4.15, the Per Share Purchase Price at first Subsequent Closing shall be the lesser of (i) the
Per Share Purchase Price at the Initial Closing; or (ii) five percent (5%) discount to the lowest bid price as reported for the
principal Trading Market for the five (5) Trading Days prior to such Subsequent Closing, provided that the Per Share Purchase Price
at the first Subsequent Closing shall not be lower than $0.50.


 


(b) Second
Subsequent Closing. The second Subsequent Closing for up to an additional $855,000.00 of Subscription Amount in the aggregate,
of Shares and Warrants, may be held within 120 days after the first Subsequent Closing Date at the written election of any Purchaser
as to itself, on the same terms and conditions as the Initial Closing. The Parties shall make the same deliveries as required by
Section 2.2 for the Initial Closing and the second Subsequent Closing shall be subject to the same conditions as set forth in
Section 2.3 for the Initial Closing. Subject to Section 4.15, the Per Share Purchase Price at second Subsequent Closing shall be the
lowest of (i) the Per Share Purchase Price at the Initial Closing; (ii) the Per Share Purchase Price at the first Subsequent
Closing; or (iii) five percent (5%) discount to the lowest bid price as reported for the Principal Trading Market for the five (5)
Trading Days prior to such Subsequent Closing, provided that the Per Share Purchase Price at the second Subsequent Closing shall not
be lower than $0.50.


 






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ARTICLE
III.


REPRESENTATIONS AND WARRANTIES


 


3.1 Representations
and Warranties of the Company. The Company hereby makes the following representations and warranties to each Purchaser as of the
date hereof and each Closing Date:


 


(a) Subsidiaries.
All of the direct and indirect subsidiaries of the Company are set forth in the SEC Reports. Except as set forth in the SEC Reports,
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 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, could 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.


 


(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.


 






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(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. The Company is not in default under any other agreement, if any, it has previously entered into with
any of the Purchasers.


 


(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 that will have not
been obtained as of each Closing Date, other than: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the
filing with the Commission of the Prospectus Supplement, (iii) application(s) to each applicable Trading Market for the listing of
the Shares and Warrant Shares for trading thereon in the time and manner required thereby, (iv) filings as are required to be made
under applicable state securities laws, and (v) the Shareholder Approval (collectively, the “Required
Approvals”).


 


(f) Issuance
of the Securities; Registration. The Shares and Warrants 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. The Warrant Shares, when issued in accordance with the terms of the Warrants, will be validly issued, fully
paid and nonassessable, free and clear of all Liens imposed by the Company. 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 to be issued at the
Initial Closing; provided, however, that to the extent that the Company may not have sufficient duly authorized capital stock to
reserve the number of shares of Common Stock issuable pursuant to this Agreement and the Warrants to be issued at the Subsequent
Closings, if any, the Company shall use commercially reasonable efforts to seek shareholder approval of an amendment to the
Company’s articles of incorporation, as appropriate, to make available such number of shares of Common Stock to reserve. The
Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became
effective on December 16, 2021, including the Prospectus, and such amendments and supplements thereto as may have been required to
the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or
suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by
the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the
Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement with the
Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date
of this Agreement and at the Closing Date, the Registration Statement and any amendments thereto conformed and will conform in all
material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the
Prospectus and any amendments or supplements thereto, at the time the Prospectus or any amendment or supplement thereto was filed
and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not
and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the
filing of the Registration Statement eligible to use Form S-3. The Company is eligible to use Form S-3 under the Securities Act and
it meets the transaction requirements as set forth in General Instruction I.B.1 of Form S-3 and has no reason to believe it shall
cease to be eligible to use Form S-3 in the next 12 months other than as set forth on Schedule 3.1(i).


 






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(g) Capitalization.
The capitalization of the Company as of the date hereof is as set forth in the SEC Reports. Except as set forth in the SEC Reports,
the Company has not issued any capital stock since its most recently filed periodic or current 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 pursuant to the Company’s equity incentive plans and pursuant to the conversion and/or exercise of Common Stock
Equivalents outstanding as of the date of the most recently filed periodic or current report under the Exchange Act. Except as set
forth in the SEC Reports, 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 set forth 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. Except as set forth in the SEC Reports, 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 set forth 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. Except as set forth in the SEC Reports, 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 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. Except for the Required Approvals and except as set forth in the SEC Reports, no further approval or authorization of
any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Except as set forth in
the SEC Reports, 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.


 


(h) SEC
Reports; Financial Statements. Except with respect to that certain Current Report on Form 8-K that was filed on February 28,
2022, 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 years 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, together with the Prospectus and the Prospectus
Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid
extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. 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.


 






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(i) Material
Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included
within the SEC Reports, except as set forth in the SEC Reports, (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 except as set forth on Schedule 3.1(i), (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. 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 or as set forth in the SEC Reports, 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 one (1) Trading Day prior to the date that this representation is
made.


 


(j) Litigation.
Except as set forth in the SEC Reports and on Schedule 3.1(i), 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”) that could reasonably be expected to
result in a Material Adverse Effect. None of the Actions set forth in the SEC Reports, except as set forth on Schedule 3.1(i), (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, except, in each case, as
would not 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.
Except as set forth in the SEC Reports and on Schedule 3.1(i), 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 or has been 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. Except as set forth in the SEC Reports, 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. Except for security interests described in the SEC Reports, the Company and the Subsidiaries have good and marketable
title in fee simple to all real property owned by them and good and marketable title in all personal property owned by them that is
material to the business of the Company and 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 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, except where such action would not, individually or in the aggregate, have or
reasonably be expected to result in a Material Adverse Effect. 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 set forth 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 with any and all applicable requirements of the
Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any 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 that the disclosure controls and procedures were not effective 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 is reasonably likely to
materially affect, the internal control over financial reporting of the Company and its Subsidiaries.


 


(t) Certain
Fees. No brokerage or finder’s fees or commissions are or will be payable by the Company or any Subsidiary to any broker,
financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions
contemplated by the Transaction Documents, except any fees that may be paid to Univest Securities, LLC (“Univest”),
pursuant to that Placement Agency Agreement, dated as of December 2, 2022 (the “Univest Fees”). The Purchasers shall
have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type
contemplated in this Section that may be due in connection with the transactions contemplated by the Transaction
Documents.


 


(u) Investment
Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities, will not
be or be an Affiliate of, 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 an “investment company” subject to
registration under the Investment Company Act of 1940, as amended.


 






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(v) Registration
Rights. Except as set forth 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.


 


(w) 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 set forth 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 Company is, and has no reason
to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance
requirements, except with respect to the requirement to maintain a minimum bid price of $1.00 per share for continued listing on
Nasdaq as set forth in Nasdaq Listing Rule 5550(a)(2). 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.


 


(x) 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.


 


(y) Disclosure.
Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company
confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel
with any information that it believes constitutes or might constitute material, non-public information which is not otherwise
disclosed in the Prospectus Supplement or the SEC Reports. The Company understands and confirms that the Purchasers will rely on the
foregoing representation in effecting transactions in securities of the Company. 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 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. The Company further
acknowledges and agrees that the Purchasers have been provided with no information except as disclosed in this Agreement.


 






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(z) 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 any applicable shareholder approval provisions
of any Trading Market on which any of the securities of the Company are listed or designated.


 


(aa) Reserved.


 


(bb) 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 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.


 


(cc) 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.


 


(dd) Accountants.
The Company’s accounting firm is set forth in the SEC Reports. 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 ending December 31,
2022.


 


(ee) 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.


 






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(ff)
Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding
(except for Sections 3.2(f) and 4.12 hereof), it is understood and acknowledged by the Company that: (i) none of the Purchasers has been
asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the
Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified
term; (ii) past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales
or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively
impact the market price of the Company’s publicly-traded securities; (iii) any Purchaser, and counter-parties in “derivative”
transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the
Common Stock, and (iv) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party
in any “derivative” transaction. The Company further understands and acknowledges that (y) one or more Purchasers may engage
in hedging activities at various times during the period that the Securities are outstanding, including, without limitation, during the
periods that the value of the Warrant Shares deliverable with respect to Securities are being determined, and (z) such hedging activities
(if any) could reduce the value of the existing stockholders’ equity interests in the Company at and after the time that the hedging
activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any
of the Transaction Documents.


 


(gg) 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, other than, in the case of clauses (ii) and (iii), compensation paid to placement agents in connection
with the placement of the Securities.


 


(hh) 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.


 






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(ii) 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”).


 


(jj) 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, and the Company shall so certify upon Purchaser’s
request.


 


(kk) 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 (25%) 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.


 


(ll) 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.


 


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


 


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


 


(a) Organization;
Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good
standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited
liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction
Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction
Documents and performance by such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized
by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser.
Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in
accordance with the terms hereof or thereof, 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.


 






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


 


(c) Purchaser
Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is (i) an “accredited
investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified
institutional Purchaser” 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) 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.


 


(f) Certain
Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor
has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any
purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such
Purchaser first received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth
the material 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 or execute or authorize trades in securities 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.


 






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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.


 


The
Purchasers have been provided with no information except as disclosed in this Agreement.


 


ARTICLE
IV.


OTHER AGREEMENTS OF THE PARTIES


 


4.1 Legends.
The Securities shall be issued free of legends.


 


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


 


4.3 Integration.
The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in
Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and
regulations of any Trading Market such that it would require 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) by the Disclosure Time, issue a press release disclosing the material terms of
the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits
thereto as deemed required by Company Counsel, with the Commission within the time required by the Exchange Act. From and after the
issuance of such press release, the Company represents to the Purchasers that it shall have publicly disclosed all material,
non-public information delivered to any of the Purchasers by the Company or any of its Subsidiaries, or any of their respective
officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition,
effective upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar
obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective
officers, directors, agents, employees or Affiliates on the one hand, and any of the Purchasers or any of their Affiliates on the
other hand, shall terminate. The Company and each Purchaser shall consult with each other in issuing any other press releases with
respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor
otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any
Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not
unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly
provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company
shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any
regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal
securities law in connection with the filing of final Transaction Documents with the Commission and (b) to the extent such
disclosure is required by law 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, which shall be disclosed pursuant to Section 4.4, the Company covenants and agrees that neither it, nor any other Person
acting on its behalf will provide any Purchaser or its agents or counsel with any information that constitutes, or the Company
reasonably believes constitutes, material non-public information, unless prior thereto such Purchaser shall have consented to the
receipt of such information and agreed with the Company to keep such information confidential. The Company understands and confirms
that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent
that the Company, 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, 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 material non-public information 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. Except as disclosed in the Prospectus Supplement, the Company shall use the net proceeds from the sale of the
Securities hereunder for working capital purposes, legal fees to be paid to Company Counsel and G&M 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 caused by or based upon (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 (x) the employment thereof has been specifically authorized by the Company in writing, (y) the Company has
failed after a reasonable period of time to assume such defense and to employ counsel or (z) 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 (1) for any settlement by a Purchaser
Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (2) 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.


 






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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; provided, however, that to the extent
that the Company may not have sufficient duly authorized capital stock to reserve the number of shares of Common Stock issuable pursuant
to this Agreement and the Warrants to be issued at the Subsequent Closings, if any, the Company shall use commercially reasonable efforts
to seek shareholder approval of an amendment to the Company’s articles of incorporation, as appropriate, to make available such
number of shares of Common Stock to reserve.


 


4.10 Listing
of Common Stock. The Company hereby agrees to use commercially reasonable efforts to maintain the listing or quotation of the Common
Stock on the Trading Market on which they are 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 or Warrant Shares 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
reasonably 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 and Warrant
Shares on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the
bylaws or rules of the Trading Market. The Company agrees to use its commercially reasonable efforts to maintain the eligibility of the
Common Stock and Warrant Shares 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 Equal
Treatment of Purchasers. No consideration (including any modification of any Transaction Document) shall be offered or paid to any
Person to amend or consent to a waiver or modification of any provision of the Transaction Documents unless the same consideration is
also offered to all of the parties to the Transaction Documents. For clarification purposes, this provision constitutes a separate right
granted to each Purchaser by the Company and negotiated separately by each Purchaser, and is intended for the Company to treat the Purchasers
as a class and shall not in any way be construed as the Purchasers acting in concert or as a group with respect to the purchase, disposition
or voting of Securities or otherwise.


 






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4.12 Certain
Transactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it
nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short
Sales of any of the Company’s securities during the period commencing with the execution of this Agreement and ending at such time
that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described
in Section 4.4. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions
contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press release as described in Section 4.4,
such Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information included in this
Agreement. Notwithstanding the foregoing and notwithstanding anything contained in this Agreement to the contrary, the Company expressly
acknowledges and agrees that (i) no Purchaser makes any representation, warranty or covenant hereby that it will not engage in effecting
transactions in any securities of the Company after the time that the transactions contemplated by this Agreement are first publicly
announced pursuant to the initial press release as described in Section 4.4, (ii) no Purchaser shall be restricted or prohibited from
effecting any transactions in any securities of the Company in accordance with applicable securities laws from and after the time that
the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section
4.4 and (iii) no Purchaser shall have any duty of confidentiality or duty not to trade in the securities of the Company to the Company
or its Subsidiaries after the issuance of the initial press release as described in Section 4.4. Notwithstanding the foregoing, in the
case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s
assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other
portions of such Purchaser’s assets, the covenant set forth above shall only apply with respect to the portion of assets managed
by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement.


 


4.13 Exercise
Procedures. The form of Notice of Exercise included in the Warrants sets 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.





 


4.14 Additional
Terms.


 


(a) Variable
Rate Transactions. From the date hereof until the amounts owed by the Company to the Purchasers under the notes issued on October
21, 2021 is less than $1,500,000.00, the Company shall be prohibited from effecting or entering into an Equity Line of Credit or an agreement
to effect any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (or a combination of units
thereof) involving a Variable Rate Transaction. “Equity Line of Credit” means any transaction involving a written agreement
between the Company and an investor or underwriter whereby the Company has the right to “put” its securities to the investor
or underwriter over an agreed period of time and at an agreed price or price formula. “Variable Rate Transaction” means,
collectively, an Equity Line of Credit and a transaction in which the Company (i) issues or sells any debt or equity securities that
are convertible into, exchangeable or exercisable for, or include the right to receive, additional shares of Common Stock either (A)
at a conversion price, exercise price or exchange rate or other price that is based upon, and/or varies with, the trading prices of or
quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities or (B) with a conversion,
exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security
or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market
for the Common Stock or (ii) enters into, or effects a transaction under, any agreement, including, but not limited to, an equity line
of credit, whereby the Company may issue securities at a future determined price. Any Purchaser shall be entitled to obtain injunctive
relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages.


 






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(b) A
failure to deliver the Warrant Shares pursuant to the Warrants within five (5) Trading Days after the delivery to the Company of the
Notice of Exercise shall be a default under any other agreement, if any, the Company has previously entered into with any of the Purchasers
or will enter into in the future.


 


4.15 Shareholder
Approval. The Company shall hold a special meeting of shareholders (which may also be at the annual meeting of shareholders) at the
earliest practical date after the Initial Closing Date for the purpose of obtaining Shareholder Approval, with the recommendation of
the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies from its shareholders in
connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders
shall vote their proxies in favor of such proposal. The Company shall use its reasonable best efforts to obtain such Shareholder Approval.
If the Company does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting every three months thereafter
to seek Shareholder Approval until the earlier of the date Shareholder Approval is obtained and the last date the second Subsequent Closing
could have occurred pursuant to Section 2.4. Prior to obtaining Shareholder Approval the Company may not issue any shares of Common Stock
pursuant to the Transaction Documents if such shares exceed 19.9% of the issued and outstanding shares of Common Stock of the Company
immediately prior to the execution of this Agreement (the “Share Issuance Limitation”). The shares of Common Stock
issued up to the Share Issuance Limitation, shall be allocated first to the Shares issued at the Initial Closing, then any Warrant Shares
issued upon exercise of the Warrants issued at the Initial Closing prior to the Subsequent Closings, then the Shares issued at the Subsequent
Closings, then to the Warrant Shares issuable pursuant to the Warrants issued at the Initial Closing that remain unexercised following
the Subsequent Closings, and then to the Warrant Shares issuable pursuant to the Warrants issued at the Subsequent Closings. The Company
represents and warrants that the Securities set forth on Schedule 4.15 do not, in the aggregate, exceed the Share Issuance Limitation.


 






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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. At the Closing, the Company has agreed to reimburse Alpha Capital Anstalt (“Alpha”) the non-accountable
sum of $20,000.00 for its legal fees and expenses. Accordingly, in lieu of the foregoing payments, the aggregate amount that Alpha is
to pay for the Shares and Warrants at the Closing shall be reduced by $20,000.00. Except as expressly set forth in the Transaction Documents
to the contrary, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all
other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement.
The Company shall pay all Transfer Agent fees (including, without limitation, any fees required for same-day processing of any instruction
letter delivered by the Company and any exercise notice delivered by a Purchaser), stamp taxes and other taxes and duties levied in connection
with the delivery of any Securities to the Purchasers.


 


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


 


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


 






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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 66.67% in interest of the Shares based on the initial
Subscription Amounts hereunder or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought,
provided that if any amendment, modification or waiver disproportionately and adversely impacts a Purchaser (or group of Purchasers),
the consent of such disproportionately impacted Purchaser (or group of Purchasers) shall also be required. No waiver of any default with
respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver
of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any
party to exercise any right hereunder in any manner impair the exercise of any such right. Any proposed amendment or waiver that disproportionately,
materially and adversely affects the rights and obligations of any Purchaser relative to the comparable rights and obligations of the
other Purchasers shall require the prior written consent of such adversely affected Purchaser. Any amendment effected in accordance with
this Section 5.5 shall be binding upon each Purchaser and holder of Securities and the Company. No agreement or term in the Transaction
Documents, shall be a waiver of any term or default under any other agreement, if any, the Company has previously entered into with any
of the Purchasers.


 


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, 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, except as otherwise set forth in
Section 4.8 and this Section 5.8.


 


5.9 Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed
by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts
of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense of the transactions
contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates,
directors, officers, 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.


 






    	29



     


    

 


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


 


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


 


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


 


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


 






    	30



     


    

 


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.


 


5.17 Independent
Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document are several
and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance or non-performance
of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any other Transaction Document,
and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association,
a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group
with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser shall be entitled to independently
protect and enforce its rights including, without limitation, the rights arising out of this Agreement or out of the other Transaction
Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose.
Each Purchaser has been represented by its own separate legal counsel in its review and negotiation of the Transaction Documents. For
reasons of administrative convenience only, each Purchaser and its respective counsel have chosen to communicate with the Company through
G&M. G&M does not represent all of the Purchasers and only represents Alpha. 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.


 






    	31



     


    

 


5.18 Liquidated
Damages. The Company’s obligations to pay any partial liquidated damages or other amounts owing under the Transaction Documents
is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other amounts have
been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages or other amounts
are due and payable shall have been canceled.


 


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



     


    

 


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.





 


	Soluna
                                            Holdings, Inc.

    
	 	Address
    for Notice:
	 	 	 
	By:	     	 	Soluna
                                            Holdings, Inc.
	Name:	 	325
    Washington Ave. Extension
	Title:	 	Albany,
    NY 12205
	 	 	Email:
    ppatman@soluna.io
	 	 	 
	With
    a copy to (which shall not constitute notice):	 	 
	 	 	 
	Haynes
    and Boone, LLP	 	 
	30
    Rockefeller Plaza	 	 
	26th
    Floor	 	 
	New
    York, NY 10012	 	 
	Attention:
    Rick A. Werner, Esq.	 	 


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK





SIGNATURE
PAGE FOR PURCHASER FOLLOWS]


 






    	33



     


    

 


[PURCHASER
SIGNATURE PAGES TO Soluna SECURITIES PURCHASE AGREEMENT]


 


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


 


Name
of Purchaser: ________________________________________________________


 


Signature
of Authorized Signatory of Purchaser: _________________________________


 


Name
of Authorized Signatory: _______________________________________________


 


Title
of Authorized Signatory: ________________________________________________


 


Email
Address of Authorized Signatory:_________________________________________


 


Facsimile
Number of Authorized Signatory: __________________________________________


 


Address
for Notice to Purchaser:


 


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


 


DWAC
for Shares:


 


Initial
Closing Date Subscription Amount: $_________________


 


Initial
Closing Date Shares: _________________


 


Initial
Closing Date Warrant: __________________ Beneficial Ownership Blocker  ☐ 4.99% or  ☐ 9.99%


 


Subsequent
Closing Dates Subscription Amount: up to $_________________


 


EIN
Number: ____________________


 


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


 


[SIGNATURE
PAGES CONTINUE]


 






    	34



     


    

 


Schedule
3.1(g)


 


The
following securities are exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding as of December
2, 2022:


 





	 9.0%
    Series A Cumulative Perpetual Preferred Stock, par value $0.001 per share, $25.00 liquidation preference; authorized 6,040,000; 3,061,245
    shares issued and outstanding as of December 2, 2022 	   	 $ 	 3,061.25 	   	   	   	   	   	   	   
	   	   	   	   	   	   	   	   	   	   	   
	 Series
    B Preferred Stock, par value $0.0001 per share, authorized 187,500; 62,500 shares issued and outstanding as of December 2, 2022 	   	 $ 	 6.25 	   	   	   	   	   	   	   
	   	   	   	   	   	   	   	   	   	   	   
	 Common
    stock, par value $0.001 per share, authorized 75,000,000; 18,575,218 shares issued and 17,556,702 shares issued and outstanding as
    of December 2, 2022 	   	 $ 	 17,556.70 	   	   	   	   	   	   	   
	   	   	   	   	   	   	   	   	   	   	   
	 Preferred
    Stock: 	   	   	 Preferred
                                            Shares O/S 	   	   	   	 Convertible
                                            into # of Common Shares 
	 Series
    A Cumulative Perpetual Preferred Stock outstanding 	   	   	 3,061,245 	   	   	   	 - 	   	   	   
	 Series
    B Preferred Stock 	   	   	 62,500 	   	   	   	 1,155,268 	   	   	 (Noted
    within 10Q and 8K) 
	   	   	   	   	   	   	   	   	   	   	   
	   	   	   	   	   	   	   	   	   	   	   
	 Outstanding
    common Stock equivalents 	   	   	 12/2/2022 	   	   	   	 Weighted
                                            Average exercise price 
	 Stock
    options outstanding 	   	   	 1,351,389 	   	   	 $ 	 4.26 	   	   	   
	 Restricted
    stock units outstanding 	   	   	 798,937 	   	   	 $ 	 - 	   	   	   
	 Warrants
    outstanding 	   	   	 7,652,232 	   	   	 $ 	 5.86 	   	   	   
	 Common
    stock available for future equity awards under 2021 Plan 	   	   	 27,802 	   	   	 $ 	 - 	   	   	   
	   	   	   	   	   	   	   	   	   	   	   
	 Number
    of common shares reserved 	   	   	 9,830,360 	   	   	   	   	   	   	   
	   	   	   	   	   	   	   	   	   	   	   
	 Additional
    Items to be included: 	   	   	   	   	   	   	   	   	   	   
	 Potential
    Merger shares to be issued to Harmattan per Merger Agreement dated 10/29/21 if milestones are met 	   	   	 2,970,000 	   	   	   	   	   	   	   
	 Conversion
    of October 2021 Notes outstanding at $1.79/share (the principal outstanding as of 12/2/2022 was $13,006,022) 	   	   	 TBD 	   	   	   	 Note:
                                            Share count depends on an uncertain pricing for conversion. 
	 Shares
    reservation for future employee grants to maintain a 15% outstanding level 	   	   	 TBD 	   	   	   	 Note:
                                            Employees to hold approximately 15% of company’s stock on an evergreen basis. New awards
                                            are to be issued consistent with the goal of maintaining this allocation. 



 






    	 



     


    

 


Schedule
3.1(i)


 


The
Company’s indirect wholly owned subsidiary, Soluna MC Borrowing 2021-1 LLC (the “Borrower”), has an outstanding debt
obligations under the Master Equipment Finance Agreement, dated as of December 30, 2021, as amended, by and between the Borrower, and
NYDIG ABL LLC (“NYDIG”) and Bank Prov as lender, and NYDIG as servicer and collateral agent (the “NYDIG facility”),
which may adversely affect the Company’s cash flow and the Company’s ability to operate its business. Any failure to meet
the required payments may lead to an event of default pursuant to the NYDIG facility, and NYDIG may take actions to foreclose on the
loan and/or result in an Action. Such default may cause the Company to not be eligible to use Form S-3 for registration under the Securities
Act of the Shares, Warrants and the Warrant Shares.


 


On
January 14, 2022, the Borrower effected an initial drawdown under the Master Agreement in the aggregate principal amount of approximately
$4.6 million that bore interest at 14% and to be repaid over 24 months. On January 26, 2022, the Borrower had a subsequent drawdown of
$9.8 million. As part of the transactions contemplated under the Master Agreement, (i) the Company’s indirect wholly owned subsidiary,
Soluna MC LLC, formerly EcoChain Block LLC (“Guarantor”), which is the owner of 100% of the equity interests of Borrower,
executed a Guaranty Agreement in favor of NYDIG (and its successors and assigns, including Bank Prov), as lender, dated as of December
30, 2021 (the “Guaranty Agreement”), (ii) Borrower has granted a lien on, and security interest in, all of its assets to
NYDIG, as collateral agent, (iii) Guarantor entered into an equipment financing arrangement on assets purchased with the borrowed funds,
(iv) Borrower will borrow from NYDIG the loans as forth in certain loan schedules (the “Specified Loans”), and (v) Borrower
has executed a Digital Asset Account Control Agreement (the “ACA Wallet Agreement”) with NYDIG, as collateral agent and secured
party, and NYDIG Trust Company LLC, as custodian, dated as of December 30, 2021, as well as such other agreements related to the foregoing
as mutually agreed..


 


The
Borrower received a waiver to make interest-only payments for September and October. The Borrower did not make the payment due November
25, 2022, and on November 30, 2022, received a notice of inspection of the equipment that are collateral for the loan. The Borrower is
communicating with Bank Prov regarding a waiver to make an interest only payment for November 2022. If obtained, such wavier would delay
the Borrower’s future monthly principal and interest payments by another month; however, there is no assurance that the Borrower
will be able to obtain such wavier or modify the repayment schedule under the NYDIG facility for the November 2022 payment or any future
payments.


 


Furthermore,
during discussions with NYDIG, NYDIG and Bank Prov may elect to declare the Borrower in default.


 


The
repayment schedule as of October 21, 2022, are as follows:


 






    	 



     


    

 


Revised
Exhibit A to Loan Schedule No. 1


 


Payment
Schedule


 


	Loan ID	 	period	 	 	payment	 	 	interest	 	 	bullet Payment	 	 	principal	 	 	balance	 	 	Due Date
	AC-022-01-01	 	 	1	 	 	 	103,352.46	 	 	 	11,760.00	 	 	 	 	 	 	 	91,592.46	 	 	 	2,428,407.54	 	 	1/25/22
	AC-022-01-01	 	 	2	 	 	 	120,992.47	 	 	 	28,331.43	 	 	 	 	 	 	 	92,661.04	 	 	 	2,335,746.50	 	 	2/25/22
	AC-022-01-01	 	 	3	 	 	 	120,992.47	 	 	 	27,250.38	 	 	 	 	 	 	 	93,742.09	 	 	 	2,242,004.41	 	 	3/25/22
	AC-022-01-01	 	 	4	 	 	 	120,992.47	 	 	 	26,156.73	 	 	 	 	 	 	 	94,835.74	 	 	 	2,147,168.67	 	 	4/25/22
	AC-022-01-01	 	 	5	 	 	 	120,992.47	 	 	 	25,050.31	 	 	 	 	 	 	 	95,942.16	 	 	 	2,051,226.51	 	 	5/25/22
	AC-022-01-01	 	 	6	 	 	 	120,992.47	 	 	 	23,930.98	 	 	 	 	 	 	 	97,061.49	 	 	 	1,954,165.02	 	 	6/25/22
	AC-022-01-01	 	 	7	 	 	 	120,992.47	 	 	 	22,798.60	 	 	 	 	 	 	 	98,193.87	 	 	 	1,855,971.15	 	 	7/25/22
	AC-022-01-01	 	 	8	 	 	 	120,992.47	 	 	 	21,653.00	 	 	 	 	 	 	 	99,339.47	 	 	 	1,756,631.68	 	 	8/25/22
	AC-022-01-01	 	 	9	 	 	 	20,494.04	 	 	 	20,494.04	 	 	 	 	 	 	 	0.00	 	 	 	1,756,631.68	 	 	9/25/22
	AC-022-01-01	 	 	10	 	 	 	20,494.04	 	 	 	20,494.04	 	 	 	 	 	 	 	0.00	 	 	 	1,756,631.68	 	 	10/25/22
	AC-022-01-01	 	 	11	 	 	 	123,351.11	 	 	 	20,494.04	 	 	 	 	 	 	 	102,857.07	 	 	 	1,653,774.61	 	 	11/25/22
	AC-022-01-01	 	 	12	 	 	 	123,351.11	 	 	 	19,294.04	 	 	 	 	 	 	 	104,057.07	 	 	 	1,549,717.54	 	 	12/25/22
	AC-022-01-01	 	 	13	 	 	 	123,351.11	 	 	 	18,080.04	 	 	 	 	 	 	 	105,271.07	 	 	 	1,444,446.47	 	 	1/25/23
	AC-022-01-01	 	 	14	 	 	 	123,351.11	 	 	 	16,851.88	 	 	 	 	 	 	 	106,499.23	 	 	 	1,337,947.24	 	 	2/25/23
	AC-022-01-01	 	 	15	 	 	 	123,351.10	 	 	 	15,609.38	 	 	 	 	 	 	 	107,741.72	 	 	 	1,230,205.52	 	 	3/25/23
	AC-022-01-01	 	 	16	 	 	 	123,351.11	 	 	 	14,352.40	 	 	 	 	 	 	 	108,998.71	 	 	 	1,121,206.81	 	 	4/25/23
	AC-022-01-01	 	 	17	 	 	 	123,351.11	 	 	 	13,080.75	 	 	 	 	 	 	 	110,270.36	 	 	 	1,010,936.45	 	 	5/25/23
	AC-022-01-01	 	 	18	 	 	 	123,351.11	 	 	 	11,794.26	 	 	 	 	 	 	 	111,556.85	 	 	 	899,379.60	 	 	6/25/23
	AC-022-01-01	 	 	19	 	 	 	123,351.11	 	 	 	10,492.76	 	 	 	 	 	 	 	112,858.35	 	 	 	786,521.25	 	 	7/25/23
	AC-022-01-01	 	 	20	 	 	 	123,351.11	 	 	 	9,176.08	 	 	 	 	 	 	 	114,175.03	 	 	 	672,346.22	 	 	8/25/23
	AC-022-01-01	 	 	21	 	 	 	123,351.11	 	 	 	7,844.04	 	 	 	 	 	 	 	115,507.07	 	 	 	556,839.15	 	 	9/25/23
	AC-022-01-01	 	 	22	 	 	 	123,351.11	 	 	 	6,496.46	 	 	 	 	 	 	 	116,854.65	 	 	 	439,984.50	 	 	10/25/23
	AC-022-01-01	 	 	23	 	 	 	123,351.11	 	 	 	5,133.15	 	 	 	 	 	 	 	118,217.96	 	 	 	321,766.54	 	 	11/25/23
	AC-022-01-01	 	 	24	 	 	 	325,520.48	 	 	 	3,753.94	 	 	 	202,169.34	 	 	 	119,597.20	 	 	 	0.00	 	 	12/25/23



 






    	 



     


    

 


Revised
Exhibit A to Loan Schedule No. 2


 


Payment
Schedule


 


	Loan ID	 	period	 	 	payment	 	 	interest	 	 	Bullet Payment	 	 	principal	 	 	balance	 	 	Due Date
	AC-022-01-02	 	 	1	 	 	 	16,766.54	 	 	 	7,397.00	 	 	 	 	 	 	 	9,369.54	 	 	 	755,837.46	 	 	2/25/22
	AC-022-01-02	 	 	2	 	 	 	17,021.61	 	 	 	7,558.37	 	 	 	 	 	 	 	9,463.24	 	 	 	746,374.22	 	 	3/25/22
	AC-022-01-02	 	 	3	 	 	 	17,021.61	 	 	 	7,463.74	 	 	 	 	 	 	 	9,557.87	 	 	 	736,816.35	 	 	4/25/22
	AC-022-01-02	 	 	4	 	 	 	17,021.61	 	 	 	7,368.16	 	 	 	 	 	 	 	9,653.45	 	 	 	727,162.90	 	 	5/25/22
	AC-022-01-02	 	 	5	 	 	 	17,021.61	 	 	 	7,271.63	 	 	 	 	 	 	 	9,749.98	 	 	 	717,412.92	 	 	6/25/22
	AC-022-01-02	 	 	6	 	 	 	17,021.61	 	 	 	7,174.13	 	 	 	 	 	 	 	9,847.48	 	 	 	707,565.44	 	 	7/25/22
	AC-022-01-02	 	 	7	 	 	 	17,021.61	 	 	 	7,075.65	 	 	 	 	 	 	 	9,945.96	 	 	 	697,619.48	 	 	8/25/22
	AC-022-01-02	 	 	8	 	 	 	6,976.19	 	 	 	6,976.19	 	 	 	 	 	 	 	0.00	 	 	 	697,619.48	 	 	9/25/22
	AC-022-01-02	 	 	9	 	 	 	6,976.19	 	 	 	6,976.19	 	 	 	 	 	 	 	0.00	 	 	 	697,619.48	 	 	10/25/22
	AC-022-01-02	 	 	10	 	 	 	17,223.52	 	 	 	6,976.19	 	 	 	 	 	 	 	10,247.33	 	 	 	687,372.15	 	 	11/25/22
	AC-022-01-02	 	 	11	 	 	 	17,223.52	 	 	 	6,873.72	 	 	 	 	 	 	 	10,349.80	 	 	 	677,022.35	 	 	12/25/22
	AC-022-01-02	 	 	12	 	 	 	17,223.52	 	 	 	6,770.22	 	 	 	 	 	 	 	10,453.30	 	 	 	666,569.05	 	 	1/25/23
	AC-022-01-02	 	 	13	 	 	 	17,223.52	 	 	 	6,665.69	 	 	 	 	 	 	 	10,557.83	 	 	 	656,011.22	 	 	2/25/23
	AC-022-01-02	 	 	14	 	 	 	17,223.52	 	 	 	6,560.11	 	 	 	 	 	 	 	10,663.41	 	 	 	645,347.81	 	 	3/25/23
	AC-022-01-02	 	 	15	 	 	 	17,223.52	 	 	 	6,453.48	 	 	 	 	 	 	 	10,770.04	 	 	 	634,577.77	 	 	4/25/23
	AC-022-01-02	 	 	16	 	 	 	17,223.53	 	 	 	6,345.78	 	 	 	 	 	 	 	10,877.75	 	 	 	623,700.02	 	 	5/25/23
	AC-022-01-02	 	 	17	 	 	 	17,223.52	 	 	 	6,237.00	 	 	 	 	 	 	 	10,986.52	 	 	 	612,713.50	 	 	6/25/23
	AC-022-01-02	 	 	18	 	 	 	17,223.53	 	 	 	6,127.14	 	 	 	 	 	 	 	11,096.39	 	 	 	601,617.11	 	 	7/25/23
	AC-022-01-02	 	 	19	 	 	 	17,223.52	 	 	 	6,016.17	 	 	 	 	 	 	 	11,207.35	 	 	 	590,409.76	 	 	8/25/23
	AC-022-01-02	 	 	20	 	 	 	17,223.53	 	 	 	5,904.10	 	 	 	 	 	 	 	11,319.43	 	 	 	579,090.33	 	 	9/25/23
	AC-022-01-02	 	 	21	 	 	 	17,223.52	 	 	 	5,790.90	 	 	 	 	 	 	 	11,432.62	 	 	 	567,657.71	 	 	10/25/23
	AC-022-01-02	 	 	22	 	 	 	17,223.53	 	 	 	5,676.58	 	 	 	 	 	 	 	11,546.95	 	 	 	556,110.76	 	 	11/25/23
	AC-022-01-02	 	 	23	 	 	 	17,223.53	 	 	 	5,561.11	 	 	 	 	 	 	 	11,662.42	 	 	 	544,448.34	 	 	12/25/23
	AC-022-01-02	 	 	24	 	 	 	17,223.52	 	 	 	5,444.48	 	 	 	 	 	 	 	11,779.04	 	 	 	532,669.30	 	 	1/25/24
	AC-022-01-02	 	 	25	 	 	 	17,223.52	 	 	 	5,326.69	 	 	 	 	 	 	 	11,896.83	 	 	 	520,772.47	 	 	2/25/24
	AC-022-01-02	 	 	26	 	 	 	17,223.52	 	 	 	5,207.72	 	 	 	 	 	 	 	12,015.80	 	 	 	508,756.67	 	 	3/25/24
	AC-022-01-02	 	 	27	 	 	 	17,223.53	 	 	 	5,087.57	 	 	 	 	 	 	 	12,135.96	 	 	 	496,620.71	 	 	4/25/24
	AC-022-01-02	 	 	28	 	 	 	17,223.53	 	 	 	4,966.21	 	 	 	 	 	 	 	12,257.32	 	 	 	484,363.39	 	 	5/25/24
	AC-022-01-02	 	 	29	 	 	 	17,223.52	 	 	 	4,843.63	 	 	 	 	 	 	 	12,379.89	 	 	 	471,983.50	 	 	6/25/24
	AC-022-01-02	 	 	30	 	 	 	17,223.53	 	 	 	4,719.84	 	 	 	 	 	 	 	12,503.69	 	 	 	459,479.81	 	 	7/25/24
	AC-022-01-02	 	 	31	 	 	 	17,223.52	 	 	 	4,594.80	 	 	 	 	 	 	 	12,628.72	 	 	 	446,851.09	 	 	8/25/24
	AC-022-01-02	 	 	32	 	 	 	17,223.52	 	 	 	4,468.51	 	 	 	 	 	 	 	12,755.01	 	 	 	434,096.08	 	 	9/25/24
	AC-022-01-02	 	 	33	 	 	 	17,223.52	 	 	 	4,340.96	 	 	 	 	 	 	 	12,882.56	 	 	 	421,213.52	 	 	10/25/24
	AC-022-01-02	 	 	34	 	 	 	17,223.53	 	 	 	4,212.14	 	 	 	 	 	 	 	13,011.39	 	 	 	408,202.13	 	 	11/25/24
	AC-022-01-02	 	 	35	 	 	 	17,223.52	 	 	 	4,082.02	 	 	 	 	 	 	 	13,141.50	 	 	 	395,060.63	 	 	12/25/24
	AC-022-01-02	 	 	36	 	 	 	17,223.53	 	 	 	3,950.61	 	 	 	 	 	 	 	13,272.92	 	 	 	381,787.71	 	 	1/25/25
	AC-022-01-02	 	 	37	 	 	 	17,223.53	 	 	 	3,817.88	 	 	 	 	 	 	 	13,405.65	 	 	 	368,382.06	 	 	2/25/25
	AC-022-01-02	 	 	38	 	 	 	17,223.52	 	 	 	3,683.82	 	 	 	 	 	 	 	13,539.70	 	 	 	354,842.36	 	 	3/25/25
	AC-022-01-02	 	 	39	 	 	 	17,223.52	 	 	 	3,548.42	 	 	 	 	 	 	 	13,675.10	 	 	 	341,167.26	 	 	4/25/25
	AC-022-01-02	 	 	40	 	 	 	17,223.52	 	 	 	3,411.67	 	 	 	 	 	 	 	13,811.85	 	 	 	327,355.41	 	 	5/25/25
	AC-022-01-02	 	 	41	 	 	 	17,223.52	 	 	 	3,273.55	 	 	 	 	 	 	 	13,949.97	 	 	 	313,405.44	 	 	6/25/25
	AC-022-01-02	 	 	42	 	 	 	17,223.52	 	 	 	3,134.05	 	 	 	 	 	 	 	14,089.47	 	 	 	299,315.97	 	 	7/25/25
	AC-022-01-02	 	 	43	 	 	 	17,223.52	 	 	 	2,993.16	 	 	 	 	 	 	 	14,230.36	 	 	 	285,085.61	 	 	8/25/25
	AC-022-01-02	 	 	44	 	 	 	17,223.53	 	 	 	2,850.86	 	 	 	 	 	 	 	14,372.67	 	 	 	270,712.94	 	 	9/25/25
	AC-022-01-02	 	 	45	 	 	 	17,223.52	 	 	 	2,707.13	 	 	 	 	 	 	 	14,516.39	 	 	 	256,196.55	 	 	10/25/25
	AC-022-01-02	 	 	46	 	 	 	17,223.53	 	 	 	2,561.97	 	 	 	 	 	 	 	14,661.56	 	 	 	241,534.99	 	 	11/25/25
	AC-022-01-02	 	 	47	 	 	 	17,223.52	 	 	 	2,415.35	 	 	 	 	 	 	 	14,808.17	 	 	 	226,726.82	 	 	12/25/25
	AC-022-01-02	 	 	48	 	 	 	17,223.52	 	 	 	2,267.27	 	 	 	 	 	 	 	14,956.25	 	 	 	211,770.57	 	 	1/25/26
	AC-022-01-02	 	 	49	 	 	 	17,223.53	 	 	 	2,117.71	 	 	 	 	 	 	 	15,105.82	 	 	 	196,664.75	 	 	2/25/26
	AC-022-01-02	 	 	50	 	 	 	17,223.53	 	 	 	1,966.65	 	 	 	 	 	 	 	15,256.88	 	 	 	181,407.87	 	 	3/25/26
	AC-022-01-02	 	 	51	 	 	 	17,223.52	 	 	 	1,814.08	 	 	 	 	 	 	 	15,409.44	 	 	 	165,998.43	 	 	4/25/26
	AC-022-01-02	 	 	52	 	 	 	17,223.52	 	 	 	1,659.98	 	 	 	 	 	 	 	15,563.54	 	 	 	150,434.89	 	 	5/25/26
	AC-022-01-02	 	 	53	 	 	 	17,223.52	 	 	 	1,504.35	 	 	 	 	 	 	 	15,719.17	 	 	 	134,715.72	 	 	6/25/26
	AC-022-01-02	 	 	54	 	 	 	17,223.53	 	 	 	1,347.16	 	 	 	 	 	 	 	15,876.37	 	 	 	118,839.35	 	 	7/25/26
	AC-022-01-02	 	 	55	 	 	 	17,223.52	 	 	 	1,188.39	 	 	 	 	 	 	 	16,035.13	 	 	 	102,804.22	 	 	8/25/26
	AC-022-01-02	 	 	56	 	 	 	17,223.52	 	 	 	1,028.04	 	 	 	 	 	 	 	16,195.48	 	 	 	86,608.74	 	 	9/25/26
	AC-022-01-02	 	 	57	 	 	 	17,223.53	 	 	 	866.09	 	 	 	 	 	 	 	16,357.44	 	 	 	70,251.30	 	 	10/25/26
	AC-022-01-02	 	 	58	 	 	 	17,223.52	 	 	 	702.51	 	 	 	 	 	 	 	16,521.01	 	 	 	53,730.29	 	 	11/25/26
	AC-022-01-02	 	 	59	 	 	 	17,223.52	 	 	 	537.30	 	 	 	 	 	 	 	16,686.22	 	 	 	37,044.07	 	 	12/25/26
	AC-022-01-02	 	 	60	 	 	 	37,414.51	 	 	 	370.44	 	 	 	20,191.29	 	 	 	16,852.78	 	 	 	0.00	 	 	1/25/27



 






    	 



     


    

 


Revised
Exhibit A to Loan Schedule No. 3


 


Payment
Schedule


 


	Loan ID	 	period	 	 	payment	 	 	interest	 	 	Bullet Payment	 	 	principal	 	 	balance	 	 	Due Date
	AC-022-01-03	 	 	1	 	 	 	58,088.89	 	 	 	12,893.40	 	 	 	 	 	 	 	45,195.49	 	 	 	1,186,004.51	 	 	2/25/22
	AC-022-01-03	 	 	2	 	 	 	58,533.49	 	 	 	12,848.38	 	 	 	 	 	 	 	45,685.11	 	 	 	1,140,319.40	 	 	3/25/22
	AC-022-01-03	 	 	3	 	 	 	58,533.49	 	 	 	12,353.46	 	 	 	 	 	 	 	46,180.03	 	 	 	1,094,139.37	 	 	4/25/22
	AC-022-01-03	 	 	4	 	 	 	58,533.49	 	 	 	11,853.17	 	 	 	 	 	 	 	46,680.32	 	 	 	1,047,459.05	 	 	5/25/22
	AC-022-01-03	 	 	5	 	 	 	58,533.49	 	 	 	11,347.47	 	 	 	 	 	 	 	47,186.02	 	 	 	1,000,273.03	 	 	6/25/22
	AC-022-01-03	 	 	6	 	 	 	58,533.49	 	 	 	10,836.29	 	 	 	 	 	 	 	47,697.20	 	 	 	952,575.83	 	 	7/25/22
	AC-022-01-03	 	 	7	 	 	 	58,533.49	 	 	 	10,319.57	 	 	 	 	 	 	 	48,213.92	 	 	 	904,361.91	 	 	8/25/22
	AC-022-01-03	 	 	8	 	 	 	9,797.25	 	 	 	9,797.25	 	 	 	 	 	 	 	0.00	 	 	 	904,361.91	 	 	9/25/22
	AC-022-01-03	 	 	9	 	 	 	9,797.25	 	 	 	9,797.25	 	 	 	 	 	 	 	0.00	 	 	 	904,361.91	 	 	10/25/22
	AC-022-01-03	 	 	10	 	 	 	59,595.16	 	 	 	9,797.25	 	 	 	 	 	 	 	49,797.91	 	 	 	854,564.00	 	 	11/25/22
	AC-022-01-03	 	 	11	 	 	 	59,595.17	 	 	 	9,257.78	 	 	 	 	 	 	 	50,337.39	 	 	 	804,226.61	 	 	12/25/22
	AC-022-01-03	 	 	12	 	 	 	59,595.16	 	 	 	8,712.45	 	 	 	 	 	 	 	50,882.71	 	 	 	753,343.90	 	 	1/25/23
	AC-022-01-03	 	 	13	 	 	 	59,595.17	 	 	 	8,161.23	 	 	 	 	 	 	 	51,433.94	 	 	 	701,909.96	 	 	2/25/23
	AC-022-01-03	 	 	14	 	 	 	59,595.16	 	 	 	7,604.02	 	 	 	 	 	 	 	51,991.14	 	 	 	649,918.82	 	 	3/25/23
	AC-022-01-03	 	 	15	 	 	 	59,595.17	 	 	 	7,040.79	 	 	 	 	 	 	 	52,554.38	 	 	 	597,364.44	 	 	4/25/23
	AC-022-01-03	 	 	16	 	 	 	59,595.17	 	 	 	6,471.45	 	 	 	 	 	 	 	53,123.72	 	 	 	544,240.72	 	 	5/25/23
	AC-022-01-03	 	 	17	 	 	 	59,595.16	 	 	 	5,895.94	 	 	 	 	 	 	 	53,699.22	 	 	 	490,541.50	 	 	6/25/23
	AC-022-01-03	 	 	18	 	 	 	59,595.16	 	 	 	5,314.20	 	 	 	 	 	 	 	54,280.96	 	 	 	436,260.54	 	 	7/25/23
	AC-022-01-03	 	 	19	 	 	 	59,595.17	 	 	 	4,726.16	 	 	 	 	 	 	 	54,869.01	 	 	 	381,391.53	 	 	8/25/23
	AC-022-01-03	 	 	20	 	 	 	59,595.16	 	 	 	4,131.74	 	 	 	 	 	 	 	55,463.42	 	 	 	325,928.11	 	 	9/25/23
	AC-022-01-03	 	 	21	 	 	 	59,595.16	 	 	 	3,530.89	 	 	 	 	 	 	 	56,064.27	 	 	 	269,863.84	 	 	10/25/23
	AC-022-01-03	 	 	22	 	 	 	59,595.16	 	 	 	2,923.52	 	 	 	 	 	 	 	56,671.64	 	 	 	213,192.20	 	 	11/25/23
	AC-022-01-03	 	 	23	 	 	 	59,595.16	 	 	 	2,309.58	 	 	 	 	 	 	 	57,285.58	 	 	 	155,906.62	 	 	12/25/23
	AC-022-01-03	 	 	24	 	 	 	157,595.61	 	 	 	1,688.99	 	 	 	98,000.45	 	 	 	57,906.17	 	 	 	0.00	 	 	1/25/24



 






    	 



     


    

 


Revised
Exhibit A to Loan Schedule No. 4


 


Payment
Schedule


 


	Loan ID	 	period	 	 	payment	 	 	interest	 	 	Bullet Payment	 	 	principal	 	 	balance	 	 	Due Date
	AC-022-01-04	 	 	1	 	 	 	73,658.53	 	 	 	16,349.23	 	 	 	 	 	 	 	57,309.30	 	 	 	1,503,890.70	 	 	2/25/22
	AC-022-01-04	 	 	2	 	 	 	74,222.29	 	 	 	16,292.14	 	 	 	 	 	 	 	57,930.15	 	 	 	1,445,960.55	 	 	3/25/22
	AC-022-01-04	 	 	3	 	 	 	74,222.29	 	 	 	15,664.57	 	 	 	 	 	 	 	58,557.72	 	 	 	1,387,402.83	 	 	4/25/22
	AC-022-01-04	 	 	4	 	 	 	74,222.29	 	 	 	15,030.19	 	 	 	 	 	 	 	59,192.10	 	 	 	1,328,210.73	 	 	5/25/22
	AC-022-01-04	 	 	5	 	 	 	74,222.29	 	 	 	14,388.95	 	 	 	 	 	 	 	59,833.34	 	 	 	1,268,377.39	 	 	6/25/22
	AC-022-01-04	 	 	6	 	 	 	74,222.29	 	 	 	13,740.75	 	 	 	 	 	 	 	60,481.54	 	 	 	1,207,895.85	 	 	7/25/22
	AC-022-01-04	 	 	7	 	 	 	74,222.29	 	 	 	13,085.53	 	 	 	 	 	 	 	61,136.76	 	 	 	1,146,759.09	 	 	8/25/22
	AC-022-01-04	 	 	8	 	 	 	12,423.22	 	 	 	12,423.22	 	 	 	 	 	 	 	0.00	 	 	 	1,146,759.09	 	 	9/25/22
	AC-022-01-04	 	 	9	 	 	 	12,423.22	 	 	 	12,423.22	 	 	 	 	 	 	 	0.00	 	 	 	1,146,759.09	 	 	10/25/22
	AC-022-01-04	 	 	10	 	 	 	75,568.52	 	 	 	12,423.22	 	 	 	 	 	 	 	63,145.30	 	 	 	1,083,613.79	 	 	11/25/22
	AC-022-01-04	 	 	11	 	 	 	75,568.53	 	 	 	11,739.15	 	 	 	 	 	 	 	63,829.38	 	 	 	1,019,784.41	 	 	12/25/22
	AC-022-01-04	 	 	12	 	 	 	75,568.52	 	 	 	11,047.66	 	 	 	 	 	 	 	64,520.86	 	 	 	955,263.55	 	 	1/25/23
	AC-022-01-04	 	 	13	 	 	 	75,568.53	 	 	 	10,348.69	 	 	 	 	 	 	 	65,219.84	 	 	 	890,043.71	 	 	2/25/23
	AC-022-01-04	 	 	14	 	 	 	75,568.53	 	 	 	9,642.14	 	 	 	 	 	 	 	65,926.39	 	 	 	824,117.32	 	 	3/25/23
	AC-022-01-04	 	 	15	 	 	 	75,568.53	 	 	 	8,927.94	 	 	 	 	 	 	 	66,640.59	 	 	 	757,476.73	 	 	4/25/23
	AC-022-01-04	 	 	16	 	 	 	75,568.53	 	 	 	8,206.00	 	 	 	 	 	 	 	67,362.53	 	 	 	690,114.20	 	 	5/25/23
	AC-022-01-04	 	 	17	 	 	 	75,568.53	 	 	 	7,476.24	 	 	 	 	 	 	 	68,092.29	 	 	 	622,021.91	 	 	6/25/23
	AC-022-01-04	 	 	18	 	 	 	75,568.52	 	 	 	6,738.57	 	 	 	 	 	 	 	68,829.95	 	 	 	553,191.96	 	 	7/25/23
	AC-022-01-04	 	 	19	 	 	 	75,568.52	 	 	 	5,992.91	 	 	 	 	 	 	 	69,575.61	 	 	 	483,616.35	 	 	8/25/23
	AC-022-01-04	 	 	20	 	 	 	75,568.53	 	 	 	5,239.18	 	 	 	 	 	 	 	70,329.35	 	 	 	413,287.00	 	 	9/25/23
	AC-022-01-04	 	 	21	 	 	 	75,568.53	 	 	 	4,477.28	 	 	 	 	 	 	 	71,091.25	 	 	 	342,195.75	 	 	10/25/23
	AC-022-01-04	 	 	22	 	 	 	75,568.52	 	 	 	3,707.12	 	 	 	 	 	 	 	71,861.40	 	 	 	270,334.35	 	 	11/25/23
	AC-022-01-04	 	 	23	 	 	 	75,568.52	 	 	 	2,928.62	 	 	 	 	 	 	 	72,639.90	 	 	 	197,694.45	 	 	12/25/23
	AC-022-01-04	 	 	24	 	 	 	199,836.14	 	 	 	2,141.69	 	 	 	124,267.63	 	 	 	73,426.82	 	 	 	0.00	 	 	1/25/24



 






    	 



     


    

 


Revised
Exhibit A to Loan Schedule No. 5


 


Payment
Schedule


 


	Loan ID	 	period	 	 	payment	 	 	interest	 	 	Bullet Payment	 	 	principal	 	 	balance	 	 	Due Date
	AC-022-01-05	 	 	1	 	 	 	103,322.91	 	 	 	14,980.51	 	 	 	 	 	 	 	88,342.40	 	 	 	1,342,157.60	 	 	2/25/22
	AC-022-01-05	 	 	2	 	 	 	103,839.48	 	 	 	14,540.04	 	 	 	 	 	 	 	89,299.44	 	 	 	1,252,858.16	 	 	3/25/22
	AC-022-01-05	 	 	3	 	 	 	103,839.48	 	 	 	13,572.63	 	 	 	 	 	 	 	90,266.85	 	 	 	1,162,591.31	 	 	4/25/22
	AC-022-01-05	 	 	4	 	 	 	103,839.48	 	 	 	12,594.74	 	 	 	 	 	 	 	91,244.74	 	 	 	1,071,346.57	 	 	5/25/22
	AC-022-01-05	 	 	5	 	 	 	103,839.48	 	 	 	11,606.25	 	 	 	 	 	 	 	92,233.23	 	 	 	979,113.34	 	 	6/25/22
	AC-022-01-05	 	 	6	 	 	 	103,839.48	 	 	 	10,607.06	 	 	 	 	 	 	 	93,232.42	 	 	 	885,880.92	 	 	7/25/22
	AC-022-01-05	 	 	7	 	 	 	103,839.48	 	 	 	9,597.04	 	 	 	 	 	 	 	94,242.44	 	 	 	791,638.48	 	 	8/25/22
	AC-022-01-05	 	 	8	 	 	 	8,576.08	 	 	 	8,576.08	 	 	 	 	 	 	 	0.00	 	 	 	791,638.48	 	 	9/25/22
	AC-022-01-05	 	 	9	 	 	 	8,576.08	 	 	 	8,576.08	 	 	 	 	 	 	 	0.00	 	 	 	791,638.48	 	 	10/25/22
	AC-022-01-05	 	 	10	 	 	 	105,914.70	 	 	 	8,576.08	 	 	 	 	 	 	 	97,338.62	 	 	 	694,299.86	 	 	11/25/22
	AC-022-01-05	 	 	11	 	 	 	105,914.70	 	 	 	7,521.58	 	 	 	 	 	 	 	98,393.12	 	 	 	595,906.74	 	 	12/25/22
	AC-022-01-05	 	 	12	 	 	 	105,914.71	 	 	 	6,455.66	 	 	 	 	 	 	 	99,459.05	 	 	 	496,447.69	 	 	1/25/23
	AC-022-01-05	 	 	13	 	 	 	105,914.70	 	 	 	5,378.18	 	 	 	 	 	 	 	100,536.52	 	 	 	395,911.17	 	 	2/25/23
	AC-022-01-05	 	 	14	 	 	 	105,914.70	 	 	 	4,289.04	 	 	 	 	 	 	 	101,625.66	 	 	 	294,285.51	 	 	3/25/23
	AC-022-01-05	 	 	15	 	 	 	297,473.60	 	 	 	3,188.09	 	 	 	191,558.82	 	 	 	102,726.69	 	 	 	0.00	 	 	4/25/23



 






    	 



     


    

 


Revised
Exhibit A to Loan Schedule No. 6


 


Payment
Schedule


 


	Loan ID	 	period	 	 	payment	 	 	interest	 	 	Bullet Payment	 	 	principal	 	 	balance	 	 	Due Date
	AC-022-01-06	 	 	1	 	 	 	31,365.73	 	 	 	6,961.93	 	 	 	 	 	 	 	24,403.80	 	 	 	640,396.20	 	 	2/25/22
	AC-022-01-06	 	 	2	 	 	 	31,605.80	 	 	 	6,937.62	 	 	 	 	 	 	 	24,668.18	 	 	 	615,728.02	 	 	3/25/22
	AC-022-01-06	 	 	3	 	 	 	31,605.80	 	 	 	6,670.38	 	 	 	 	 	 	 	24,935.42	 	 	 	590,792.60	 	 	4/25/22
	AC-022-01-06	 	 	4	 	 	 	31,605.80	 	 	 	6,400.25	 	 	 	 	 	 	 	25,205.55	 	 	 	565,587.05	 	 	5/25/22
	AC-022-01-06	 	 	5	 	 	 	31,605.80	 	 	 	6,127.19	 	 	 	 	 	 	 	25,478.61	 	 	 	540,108.44	 	 	6/25/22
	AC-022-01-06	 	 	6	 	 	 	31,605.80	 	 	 	5,851.17	 	 	 	 	 	 	 	25,754.63	 	 	 	514,353.81	 	 	7/25/22
	AC-022-01-06	 	 	7	 	 	 	31,605.80	 	 	 	5,572.16	 	 	 	 	 	 	 	26,033.64	 	 	 	488,320.17	 	 	8/25/22
	AC-022-01-06	 	 	8	 	 	 	5,290.14	 	 	 	5,290.14	 	 	 	 	 	 	 	0.00	 	 	 	488,320.17	 	 	9/25/22
	AC-022-01-06	 	 	9	 	 	 	5,290.14	 	 	 	5,290.14	 	 	 	 	 	 	 	0.00	 	 	 	488,320.17	 	 	10/25/22
	AC-022-01-06	 	 	10	 	 	 	32,179.07	 	 	 	5,290.14	 	 	 	 	 	 	 	26,888.93	 	 	 	461,431.24	 	 	11/25/22
	AC-022-01-06	 	 	11	 	 	 	32,179.06	 	 	 	4,998.84	 	 	 	 	 	 	 	27,180.22	 	 	 	434,251.02	 	 	12/25/22
	AC-022-01-06	 	 	12	 	 	 	32,179.07	 	 	 	4,704.39	 	 	 	 	 	 	 	27,474.68	 	 	 	406,776.34	 	 	1/25/23
	AC-022-01-06	 	 	13	 	 	 	32,179.06	 	 	 	4,406.74	 	 	 	 	 	 	 	27,772.32	 	 	 	379,004.02	 	 	2/25/23
	AC-022-01-06	 	 	14	 	 	 	32,179.07	 	 	 	4,105.88	 	 	 	 	 	 	 	28,073.19	 	 	 	350,930.83	 	 	3/25/23
	AC-022-01-06	 	 	15	 	 	 	32,179.06	 	 	 	3,801.75	 	 	 	 	 	 	 	28,377.31	 	 	 	322,553.52	 	 	4/25/23
	AC-022-01-06	 	 	16	 	 	 	32,179.06	 	 	 	3,494.33	 	 	 	 	 	 	 	28,684.73	 	 	 	293,868.79	 	 	5/25/23
	AC-022-01-06	 	 	17	 	 	 	32,179.06	 	 	 	3,183.58	 	 	 	 	 	 	 	28,995.48	 	 	 	264,873.31	 	 	6/25/23
	AC-022-01-06	 	 	18	 	 	 	32,179.06	 	 	 	2,869.46	 	 	 	 	 	 	 	29,309.60	 	 	 	235,563.71	 	 	7/25/23
	AC-022-01-06	 	 	19	 	 	 	32,179.06	 	 	 	2,551.94	 	 	 	 	 	 	 	29,627.12	 	 	 	205,936.59	 	 	8/25/23
	AC-022-01-06	 	 	20	 	 	 	32,179.06	 	 	 	2,230.98	 	 	 	 	 	 	 	29,948.08	 	 	 	175,988.51	 	 	9/25/23
	AC-022-01-06	 	 	21	 	 	 	32,179.06	 	 	 	1,906.54	 	 	 	 	 	 	 	30,272.52	 	 	 	145,715.99	 	 	10/25/23
	AC-022-01-06	 	 	22	 	 	 	32,179.06	 	 	 	1,578.59	 	 	 	 	 	 	 	30,600.47	 	 	 	115,115.52	 	 	11/25/23
	AC-022-01-06	 	 	23	 	 	 	32,179.06	 	 	 	1,247.08	 	 	 	 	 	 	 	30,931.98	 	 	 	84,183.54	 	 	12/25/23
	AC-022-01-06	 	 	24	 	 	 	85,095.53	 	 	 	911.99	 	 	 	52,916.42	 	 	 	31,267.12	 	 	 	0.00	 	 	1/25/24



 






    	 



     


    

 


Revised
Exhibit A to Loan Schedule No. 7


 


Payment
Schedule


 


	Loan ID	 	period	 	 	payment	 	 	interest	 	 	Bullet Payment	 	 	principal	 	 	balance	 	 	Due Date
	AC-022-01-07	 	 	1	 	 	 	68,331.09	 	 	 	12,525.10	 	 	 	 	 	 	 	55,805.99	 	 	 	1,054,794.01	 	 	2/25/22
	AC-022-01-07	 	 	2	 	 	 	68,762.99	 	 	 	12,305.93	 	 	 	 	 	 	 	56,457.06	 	 	 	998,336.95	 	 	3/25/22
	AC-022-01-07	 	 	3	 	 	 	68,762.99	 	 	 	11,647.27	 	 	 	 	 	 	 	57,115.72	 	 	 	941,221.23	 	 	4/25/22
	AC-022-01-07	 	 	4	 	 	 	68,762.99	 	 	 	10,980.92	 	 	 	 	 	 	 	57,782.07	 	 	 	883,439.16	 	 	5/25/22
	AC-022-01-07	 	 	5	 	 	 	68,762.99	 	 	 	10,306.79	 	 	 	 	 	 	 	58,456.20	 	 	 	824,982.96	 	 	6/25/22
	AC-022-01-07	 	 	6	 	 	 	68,762.99	 	 	 	9,624.80	 	 	 	 	 	 	 	59,138.19	 	 	 	765,844.77	 	 	7/25/22
	AC-022-01-07	 	 	7	 	 	 	68,762.99	 	 	 	8,934.86	 	 	 	 	 	 	 	59,828.13	 	 	 	706,016.64	 	 	8/25/22
	AC-022-01-07	 	 	8	 	 	 	8,236.86	 	 	 	8,236.86	 	 	 	 	 	 	 	0.00	 	 	 	706,016.64	 	 	9/25/22
	AC-022-01-07	 	 	9	 	 	 	8,236.86	 	 	 	8,236.86	 	 	 	 	 	 	 	0.00	 	 	 	706,016.64	 	 	10/25/22
	AC-022-01-07	 	 	10	 	 	 	70,183.50	 	 	 	8,236.86	 	 	 	 	 	 	 	61,946.64	 	 	 	644,070.00	 	 	11/25/22
	AC-022-01-07	 	 	11	 	 	 	70,183.50	 	 	 	7,514.15	 	 	 	 	 	 	 	62,669.35	 	 	 	581,400.65	 	 	12/25/22
	AC-022-01-07	 	 	12	 	 	 	70,183.51	 	 	 	6,783.01	 	 	 	 	 	 	 	63,400.50	 	 	 	518,000.15	 	 	1/25/23
	AC-022-01-07	 	 	13	 	 	 	70,183.51	 	 	 	6,043.34	 	 	 	 	 	 	 	64,140.17	 	 	 	453,859.98	 	 	2/25/23
	AC-022-01-07	 	 	14	 	 	 	70,183.50	 	 	 	5,295.03	 	 	 	 	 	 	 	64,888.47	 	 	 	388,971.51	 	 	3/25/23
	AC-022-01-07	 	 	15	 	 	 	70,183.50	 	 	 	4,538.00	 	 	 	 	 	 	 	65,645.50	 	 	 	323,326.01	 	 	4/25/23
	AC-022-01-07	 	 	16	 	 	 	70,183.51	 	 	 	3,772.14	 	 	 	 	 	 	 	66,411.37	 	 	 	256,914.64	 	 	5/25/23
	AC-022-01-07	 	 	17	 	 	 	70,183.51	 	 	 	2,997.34	 	 	 	 	 	 	 	67,186.17	 	 	 	189,728.47	 	 	6/25/23
	AC-022-01-07	 	 	18	 	 	 	191,941.97	 	 	 	2,213.50	 	 	 	121,758.40	 	 	 	67,970.07	 	 	 	0.00	 	 	7/25/23



 






    	 



     


    

 


Revised
Exhibit A to Loan Schedule No. 8


 


Payment
Schedule


 


	Loan ID	 	period	 	 	payment	 	 	interest	 	 	Bullet
    Payment	 	 	principal	 	 	balance	 	 	Due Date
	AC-022-01-08	 	 	1	 	 	 	35,079.83	 	 	 	8,307.21	 	 	 	 	 	 	 	26,772.62	 	 	 	709,827.38	 	 	2/25/22
	AC-022-01-08	 	 	2	 	 	 	35,366.29	 	 	 	8,281.32	 	 	 	 	 	 	 	27,084.97	 	 	 	682,742.41	 	 	3/25/22
	AC-022-01-08	 	 	3	 	 	 	35,366.29	 	 	 	7,965.33	 	 	 	 	 	 	 	27,400.96	 	 	 	655,341.45	 	 	4/25/22
	AC-022-01-08	 	 	4	 	 	 	35,366.29	 	 	 	7,645.65	 	 	 	 	 	 	 	27,720.64	 	 	 	627,620.81	 	 	5/25/22
	AC-022-01-08	 	 	5	 	 	 	35,366.29	 	 	 	7,322.24	 	 	 	 	 	 	 	28,044.05	 	 	 	599,576.76	 	 	6/25/22
	AC-022-01-08	 	 	6	 	 	 	35,366.29	 	 	 	6,995.06	 	 	 	 	 	 	 	28,371.23	 	 	 	571,205.53	 	 	7/25/22
	AC-022-01-08	 	 	7	 	 	 	35,366.29	 	 	 	6,664.07	 	 	 	 	 	 	 	28,702.22	 	 	 	542,503.31	 	 	8/25/22
	AC-022-01-08	 	 	8	 	 	 	6,329.21	 	 	 	6,329.21	 	 	 	 	 	 	 	0.00	 	 	 	542,503.31	 	 	9/25/22
	AC-022-01-08	 	 	9	 	 	 	6,329.21	 	 	 	6,329.21	 	 	 	 	 	 	 	0.00	 	 	 	542,503.31	 	 	10/25/22
	AC-022-01-08	 	 	10	 	 	 	36,047.78	 	 	 	6,329.21	 	 	 	 	 	 	 	29,718.57	 	 	 	512,784.74	 	 	11/25/22
	AC-022-01-08	 	 	11	 	 	 	36,047.77	 	 	 	5,982.49	 	 	 	 	 	 	 	30,065.28	 	 	 	482,719.46	 	 	12/25/22
	AC-022-01-08	 	 	12	 	 	 	36,047.78	 	 	 	5,631.73	 	 	 	 	 	 	 	30,416.05	 	 	 	452,303.41	 	 	1/25/23
	AC-022-01-08	 	 	13	 	 	 	36,047.77	 	 	 	5,276.87	 	 	 	 	 	 	 	30,770.90	 	 	 	421,532.51	 	 	2/25/23
	AC-022-01-08	 	 	14	 	 	 	36,047.77	 	 	 	4,917.88	 	 	 	 	 	 	 	31,129.89	 	 	 	390,402.62	 	 	3/25/23
	AC-022-01-08	 	 	15	 	 	 	36,047.78	 	 	 	4,554.70	 	 	 	 	 	 	 	31,493.08	 	 	 	358,909.54	 	 	4/25/23
	AC-022-01-08	 	 	16	 	 	 	36,047.78	 	 	 	4,187.28	 	 	 	 	 	 	 	31,860.50	 	 	 	327,049.04	 	 	5/25/23
	AC-022-01-08	 	 	17	 	 	 	36,047.77	 	 	 	3,815.57	 	 	 	 	 	 	 	32,232.20	 	 	 	294,816.84	 	 	6/25/23
	AC-022-01-08	 	 	18	 	 	 	36,047.77	 	 	 	3,439.53	 	 	 	 	 	 	 	32,608.24	 	 	 	262,208.60	 	 	7/25/23
	AC-022-01-08	 	 	19	 	 	 	36,047.77	 	 	 	3,059.10	 	 	 	 	 	 	 	32,988.67	 	 	 	229,219.93	 	 	8/25/23
	AC-022-01-08	 	 	20	 	 	 	36,047.77	 	 	 	2,674.23	 	 	 	 	 	 	 	33,373.54	 	 	 	195,846.39	 	 	9/25/23
	AC-022-01-08	 	 	21	 	 	 	36,047.77	 	 	 	2,284.87	 	 	 	 	 	 	 	33,762.90	 	 	 	162,083.49	 	 	10/25/23
	AC-022-01-08	 	 	22	 	 	 	36,047.77	 	 	 	1,890.97	 	 	 	 	 	 	 	34,156.80	 	 	 	127,926.69	 	 	11/25/23
	AC-022-01-08	 	 	23	 	 	 	36,047.78	 	 	 	1,492.48	 	 	 	 	 	 	 	34,555.30	 	 	 	93,371.39	 	 	12/25/23
	AC-022-01-08	 	 	24	 	 	 	94,460.72	 	 	 	1,089.33	 	 	 	58,412.93	 	 	 	34,958.46	 	 	 	0.00	 	 	1/25/24



 






    	 



     


    

 


Revised
Exhibit A to Loan Schedule No. 9


 


Payment
Schedule


 


	Loan ID	 	period	 	 	payment	 	 	interest	 	 	Bullet
                                                             Payment
	 	 	principal	 	 	balance	 	 	Due Date
	AC-022-01-09	 	 	1	 	 	 	18,232.47	 	 	 	2,829.59	 	 	 	 	 	 	 	15,402.88	 	 	 	235,497.12	 	 	2/25/22
	AC-022-01-09	 	 	2	 	 	 	18,330.05	 	 	 	2,747.47	 	 	 	 	 	 	 	15,582.58	 	 	 	219,914.54	 	 	3/25/22
	AC-022-01-09	 	 	3	 	 	 	18,330.05	 	 	 	2,565.67	 	 	 	 	 	 	 	15,764.38	 	 	 	204,150.16	 	 	4/25/22
	AC-022-01-09	 	 	4	 	 	 	18,330.05	 	 	 	2,381.75	 	 	 	 	 	 	 	15,948.30	 	 	 	188,201.86	 	 	5/25/22
	AC-022-01-09	 	 	5	 	 	 	18,330.05	 	 	 	2,195.69	 	 	 	 	 	 	 	16,134.36	 	 	 	172,067.50	 	 	6/25/22
	AC-022-01-09	 	 	6	 	 	 	18,330.05	 	 	 	2,007.45	 	 	 	 	 	 	 	16,322.60	 	 	 	155,744.90	 	 	7/25/22
	AC-022-01-09	 	 	7	 	 	 	18,330.05	 	 	 	1,817.02	 	 	 	 	 	 	 	16,513.03	 	 	 	139,231.87	 	 	8/25/22
	AC-022-01-09	 	 	8	 	 	 	1,624.37	 	 	 	1,624.37	 	 	 	 	 	 	 	0.00	 	 	 	139,231.87	 	 	9/25/22
	AC-022-01-09	 	 	9	 	 	 	1,624.37	 	 	 	1,624.37	 	 	 	 	 	 	 	0.00	 	 	 	139,231.87	 	 	10/25/22
	AC-022-01-09	 	 	10	 	 	 	18,722.12	 	 	 	1,624.37	 	 	 	 	 	 	 	17,097.75	 	 	 	122,134.12	 	 	11/25/22
	AC-022-01-09	 	 	11	 	 	 	18,722.12	 	 	 	1,424.90	 	 	 	 	 	 	 	17,297.22	 	 	 	104,836.90	 	 	12/25/22
	AC-022-01-09	 	 	12	 	 	 	18,722.13	 	 	 	1,223.10	 	 	 	 	 	 	 	17,499.03	 	 	 	87,337.87	 	 	1/25/23
	AC-022-01-09	 	 	13	 	 	 	18,722.12	 	 	 	1,018.94	 	 	 	 	 	 	 	17,703.18	 	 	 	69,634.69	 	 	2/25/23
	AC-022-01-09	 	 	14	 	 	 	18,722.12	 	 	 	812.40	 	 	 	 	 	 	 	17,909.72	 	 	 	51,724.97	 	 	3/25/23
	AC-022-01-09	 	 	15	 	 	 	52,328.43	 	 	 	603.46	 	 	 	33,606.26	 	 	 	18,118.71	 	 	 	0.00	 	 	4/25/23



 






    	 



     


    

 


Revised
Exhibit A to Loan Schedule No. 10


 


Payment
Schedule


 


	Loan ID	 	period	 	 	payment	 	 	interest	 	 	Bullet
    Payment	 	 	principal	 	 	balance	 	 	Due Date
	AC-022-01-10	 	 	1	 	 	 	96,009.97	 	 	 	22,736.00	 	 	 	 	 	 	 	73,273.97	 	 	 	1,942,726.03	 	 	2/25/22
	AC-022-01-10	 	 	2	 	 	 	96,793.98	 	 	 	22,665.14	 	 	 	 	 	 	 	74,128.84	 	 	 	1,868,597.19	 	 	3/25/22
	AC-022-01-10	 	 	3	 	 	 	96,793.98	 	 	 	21,800.31	 	 	 	 	 	 	 	74,993.67	 	 	 	1,793,603.52	 	 	4/25/22
	AC-022-01-10	 	 	4	 	 	 	96,793.98	 	 	 	20,925.38	 	 	 	 	 	 	 	75,868.60	 	 	 	1,717,734.92	 	 	5/25/22
	AC-022-01-10	 	 	5	 	 	 	96,793.98	 	 	 	20,040.25	 	 	 	 	 	 	 	76,753.73	 	 	 	1,640,981.19	 	 	6/25/22
	AC-022-01-10	 	 	6	 	 	 	96,793.98	 	 	 	19,144.79	 	 	 	 	 	 	 	77,649.19	 	 	 	1,563,332.00	 	 	7/25/22
	AC-022-01-10	 	 	7	 	 	 	96,793.98	 	 	 	18,238.88	 	 	 	 	 	 	 	78,555.10	 	 	 	1,484,776.90	 	 	8/25/22
	AC-022-01-10	 	 	8	 	 	 	17,322.40	 	 	 	17,322.40	 	 	 	 	 	 	 	0.00	 	 	 	1,484,776.90	 	 	9/25/22
	AC-022-01-10	 	 	9	 	 	 	17,322.40	 	 	 	17,322.40	 	 	 	 	 	 	 	0.00	 	 	 	1,484,776.90	 	 	10/25/22
	AC-022-01-10	 	 	10	 	 	 	98,659.13	 	 	 	17,322.40	 	 	 	 	 	 	 	81,336.73	 	 	 	1,403,440.17	 	 	11/25/22
	AC-022-01-10	 	 	11	 	 	 	98,659.13	 	 	 	16,373.47	 	 	 	 	 	 	 	82,285.66	 	 	 	1,321,154.51	 	 	12/25/22
	AC-022-01-10	 	 	12	 	 	 	98,659.13	 	 	 	15,413.47	 	 	 	 	 	 	 	83,245.66	 	 	 	1,237,908.85	 	 	1/25/23
	AC-022-01-10	 	 	13	 	 	 	98,659.13	 	 	 	14,442.27	 	 	 	 	 	 	 	84,216.86	 	 	 	1,153,691.99	 	 	2/25/23
	AC-022-01-10	 	 	14	 	 	 	98,659.13	 	 	 	13,459.74	 	 	 	 	 	 	 	85,199.39	 	 	 	1,068,492.60	 	 	3/25/23
	AC-022-01-10	 	 	15	 	 	 	98,659.13	 	 	 	12,465.75	 	 	 	 	 	 	 	86,193.38	 	 	 	982,299.22	 	 	4/25/23
	AC-022-01-10	 	 	16	 	 	 	98,659.13	 	 	 	11,460.16	 	 	 	 	 	 	 	87,198.97	 	 	 	895,100.25	 	 	5/25/23
	AC-022-01-10	 	 	17	 	 	 	98,659.14	 	 	 	10,442.84	 	 	 	 	 	 	 	88,216.30	 	 	 	806,883.95	 	 	6/25/23
	AC-022-01-10	 	 	18	 	 	 	98,659.14	 	 	 	9,413.65	 	 	 	 	 	 	 	89,245.49	 	 	 	717,638.46	 	 	7/25/23
	AC-022-01-10	 	 	19	 	 	 	98,659.13	 	 	 	8,372.45	 	 	 	 	 	 	 	90,286.68	 	 	 	627,351.78	 	 	8/25/23
	AC-022-01-10	 	 	20	 	 	 	98,659.13	 	 	 	7,319.10	 	 	 	 	 	 	 	91,340.03	 	 	 	536,011.75	 	 	9/25/23
	AC-022-01-10	 	 	21	 	 	 	98,659.13	 	 	 	6,253.47	 	 	 	 	 	 	 	92,405.66	 	 	 	443,606.09	 	 	10/25/23
	AC-022-01-10	 	 	22	 	 	 	98,659.13	 	 	 	5,175.40	 	 	 	 	 	 	 	93,483.73	 	 	 	350,122.36	 	 	11/25/23
	AC-022-01-10	 	 	23	 	 	 	98,659.13	 	 	 	4,084.76	 	 	 	 	 	 	 	94,574.37	 	 	 	255,547.99	 	 	12/25/23
	AC-022-01-10	 	 	24	 	 	 	258,529.38	 	 	 	2,981.39	 	 	 	159,870.33	 	 	 	95,677.66	 	 	 	0.00	 	 	1/25/24



 



    	 



     


    




 


Revised
Exhibit A to Loan Schedule No. 11


 


Payment
Schedule


 


	Loan ID	 	period	 	 	payment	 	 	interest	 	 	Bullet
    Payment	 	 	principal	 	 	balance	 	 	Due Date
	AC-022-01-11	 	 	1	 	 	 	9,800.00	 	 	 	9,800.00	 	 	 	 	 	 	 	0.00	 	 	 	2,100,000.00	 	 	1/25/22
	AC-022-01-11	 	 	2	 	 	 	24,500.01	 	 	 	24,500.01	 	 	 	 	 	 	 	0.00	 	 	 	2,100,000.00	 	 	2/25/22
	AC-022-01-11	 	 	3	 	 	 	24,500.01	 	 	 	24,500.01	 	 	 	 	 	 	 	0.00	 	 	 	2,100,000.00	 	 	3/25/22
	AC-022-01-11	 	 	4	 	 	 	24,500.01	 	 	 	24,500.01	 	 	 	 	 	 	 	0.00	 	 	 	2,100,000.00	 	 	4/25/22
	AC-022-01-11	 	 	5	 	 	 	24,500.01	 	 	 	24,500.01	 	 	 	 	 	 	 	0.00	 	 	 	2,100,000.00	 	 	5/25/22
	AC-022-01-11	 	 	6	 	 	 	24,500.01	 	 	 	24,500.01	 	 	 	 	 	 	 	0.00	 	 	 	2,100,000.00	 	 	6/25/22
	AC-022-01-11	 	 	7	 	 	 	130,021.87	 	 	 	24,500.01	 	 	 	 	 	 	 	105,521.86	 	 	 	1,994,478.14	 	 	7/25/22
	AC-022-01-11	 	 	8	 	 	 	130,021.87	 	 	 	23,268.92	 	 	 	 	 	 	 	106,752.95	 	 	 	1,887,725.19	 	 	8/25/22
	AC-022-01-11	 	 	9	 	 	 	22,023.46	 	 	 	22,023.46	 	 	 	 	 	 	 	0.00	 	 	 	1,887,725.19	 	 	9/25/22
	AC-022-01-11	 	 	10	 	 	 	22,023.46	 	 	 	22,023.46	 	 	 	 	 	 	 	0.00	 	 	 	1,887,725.19	 	 	10/25/22
	AC-022-01-11	 	 	11	 	 	 	132,556.53	 	 	 	22,023.46	 	 	 	 	 	 	 	110,533.07	 	 	 	1,777,192.12	 	 	11/25/22
	AC-022-01-11	 	 	12	 	 	 	132,556.53	 	 	 	20,733.91	 	 	 	 	 	 	 	111,822.62	 	 	 	1,665,369.50	 	 	12/25/22
	AC-022-01-11	 	 	13	 	 	 	132,556.53	 	 	 	19,429.31	 	 	 	 	 	 	 	113,127.22	 	 	 	1,552,242.28	 	 	1/25/23
	AC-022-01-11	 	 	14	 	 	 	132,556.52	 	 	 	18,109.49	 	 	 	 	 	 	 	114,447.03	 	 	 	1,437,795.25	 	 	2/25/23
	AC-022-01-11	 	 	15	 	 	 	132,556.53	 	 	 	16,774.28	 	 	 	 	 	 	 	115,782.25	 	 	 	1,322,013.00	 	 	3/25/23
	AC-022-01-11	 	 	16	 	 	 	132,556.53	 	 	 	15,423.49	 	 	 	 	 	 	 	117,133.04	 	 	 	1,204,879.96	 	 	4/25/23
	AC-022-01-11	 	 	17	 	 	 	132,556.53	 	 	 	14,056.93	 	 	 	 	 	 	 	118,499.60	 	 	 	1,086,380.36	 	 	5/25/23
	AC-022-01-11	 	 	18	 	 	 	132,556.53	 	 	 	12,674.44	 	 	 	 	 	 	 	119,882.09	 	 	 	966,498.27	 	 	6/25/23
	AC-022-01-11	 	 	19	 	 	 	132,556.53	 	 	 	11,275.81	 	 	 	 	 	 	 	121,280.72	 	 	 	845,217.55	 	 	7/25/23
	AC-022-01-11	 	 	20	 	 	 	132,556.53	 	 	 	9,860.87	 	 	 	 	 	 	 	122,695.66	 	 	 	722,521.89	 	 	8/25/23
	AC-022-01-11	 	 	21	 	 	 	132,556.53	 	 	 	8,429.42	 	 	 	 	 	 	 	124,127.11	 	 	 	598,394.78	 	 	9/25/23
	AC-022-01-11	 	 	22	 	 	 	132,556.53	 	 	 	6,981.27	 	 	 	 	 	 	 	125,575.26	 	 	 	472,819.52	 	 	10/25/23
	AC-022-01-11	 	 	23	 	 	 	132,556.53	 	 	 	5,516.23	 	 	 	 	 	 	 	127,040.30	 	 	 	345,779.22	 	 	11/25/23
	AC-022-01-11	 	 	24	 	 	 	349,813.31	 	 	 	4,034.09	 	 	 	217,256.78	 	 	 	128,522.44	 	 	 	0.00	 	 	12/25/23



 






    	 



     


    

 


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