Exhibit
10.1


 


SECURITIES
PURCHASE AGREEMENT


 


This
Securities Purchase Agreement (this “Agreement”) is dated as of December 21, 2022, between Intelligent Bio Solutions
Inc., a Delaware 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 Section 4(a)(2) of the Securities Act (as defined below)
and Rule 506 promulgated thereunder, and in accordance with Regulation S under the Securities Act, 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: (a) capitalized terms that are not otherwise defined
herein have the meanings given to such terms in the Certificate of Designation (as defined herein), and (b) 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 4.6.


 


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


 


“Adjournment
Proposal” shall have the meaning ascribed to such term in the Certificate of Designation.


 


“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.


 


“AFS”
or “Company Counsel” means ArentFox Schiff LLP, 1717 K Street, NW, Washington, DC 20006, counsel to Purchaser.


 


“Amendment”
means the amendment to the Company’s certificate of incorporation to effectuate the Reverse Stock Split.


 


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


 




    	 



    	 



    

 


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


 


“Certificate
of Designation” means the Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred
Stock to be filed prior to the Closing by the Company with the Secretary of State of Delaware, in the form of Exhibit A attached
hereto.


 


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


 


“Closing
Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties
thereto, and all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount and (ii) the Company’s
obligations to deliver the Securities purchased at such Closing, in each case, have been satisfied or waived, but in no event later than
the third Trading Day following the date hereof.


 


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


 


“Common
Stock” means the common stock of the Company, par value $0.01 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.


 


“Conversion
Approval” shall have the meaning ascribed to such term in the Certificate of Designation.


 


“Conversion
Price” shall have the meaning ascribed to such term in the Certificate of Designation.


 


“Conversion
Shares” shall have the meaning ascribed to such term in the Certificate of Designation.


 


“Disclosure
Schedules” shall have the meaning ascribed to such term in Section 3.1.


 




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“Effective
Date” means the earliest of the date that (a) the Registration Statement has been declared effective by the Commission, (b)
all of the Underlying Shares have been sold pursuant to Rule 144 or may be sold pursuant to Rule 144 without the requirement for the
Company to be in compliance with the current public information required under Rule 144 and without volume or manner-of-sale restrictions,
(c) following the one year anniversary of the Closing Date provided that a holder of the Underlying Shares is not an Affiliate of the
Company or (d) all of the Underlying Shares may be sold pursuant to an exemption from registration under Section 4(a)(1) of the Securities
Act without volume or manner-of-sale restrictions and Company Counsel has delivered to such holders a standing written unqualified opinion
that resales may then be made by such holders of the Underlying Shares pursuant to such exemption which opinion shall be in form and
substance reasonably acceptable to such holders.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Original
Issue Price” means $1.25, the initial per Unit purchase price, which amount shall be subject to adjustment as set forth in
the Certificate of Designation;


 


“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.


 


“Placement
Agent” means Winx Capital Pty Ltd (CAR for AFSL #330757) for investors introduced by the placement agent.


 


“Preferred
Stock” means 500,000 shares of the Company’s Series D Convertible Preferred Stock having the rights, preferences and
privileges set forth in the Certificate of Designation. The Preferred Stock will not have any voting rights (except as set forth in the
Certificate of Designation and described herein) or have a liquidation or dividend preference.


 




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


 


“Purchaser
Party” shall have the meaning ascribed to such term in Section 4.9.


 


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


 


“Registration
Statement” means a registration statement meeting the requirements set forth in the Registration Rights Agreement and covering
the resale of the Underlying Shares by a Purchaser as provided for in the Registration Rights Agreement.


 


“Regulation
S Supplement” means the supplement attached hereto as Annex A setting forth additional acknowledgments, agreements and
representations of Purchaser.


 


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


 


“Required
Minimum” means, as of any date, the maximum aggregate number of shares of Common Stock then issued or potentially issuable
in the future pursuant to the Transaction Documents, including any Underlying Shares issuable upon exercise in full of all Warrants or
conversion in full of all shares of Preferred Stock, ignoring any conversion or exercise limits set forth therein.


 


“Reverse
Stock Split” shall have the meaning ascribed to such term in the Certificate of Designation.


 


“Reverse
Split Approvals” shall have the meaning ascribed to such term in the Certificate of Designation.


 


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


 


“SEC
Reports” means 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 of this
Agreement, including the exhibits thereto and documents incorporated by reference therein.


 


“Securities”
means the Units, Warrants, Preferred Stock and the Underlying Shares.


 




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


 


“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 Securities purchased hereunder as specified below
such Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription Amount,” in United
States dollars and in immediately available funds.


 


“Subsidiary”
means any subsidiary of the Company as set forth on Schedule 3.1(a), 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 Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, the NYSE
American, the OTCQB or OTCQX (as applicable) or 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 on the Pink Open Market (or a similar organization or agency succeeding to its functions
of reporting prices), or any successors to any of the foregoing.


 


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


 


“Transfer
Agent” means the transfer agent of the Company, and any successor transfer agent of the Company.


 


“Underlying
Shares” means the shares of Common Stock issued and issuable upon conversion of the Preferred Stock, without respect to any
limitation or restriction on the conversion set forth in the Certificate of Designation and upon the exercise of the Warrants.


 


“Unit”
means a unit consisting of one share of Preferred Stock and three Warrants, together.


 


“U.S.
Person” shall have the meaning ascribed to such term in the Regulation S under the Securities Act.


 



“Warrant”
means one warrant to purchase one (1) share of Common Stock, in the form attached as Exhibit C. The Warrants shall be exercisable
on or after the date that is six (6) months following the date of issuance and have a term of exercise equal to five (5) years from the
initial exercise date.


 




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ARTICLE
II.


PURCHASE
AND SALE


 


2.1
Closing. On the 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, up to an aggregate of approximately $220,585 of shares of Preferred Stock and Warrants, with each Purchaser purchasing
such Purchaser’s Subscription Amount in Units as set forth on the signature page hereto. The aggregate number of Units sold hereunder
shall be up to 176,462 Units. Each Purchaser shall deliver to the Company, via wire transfer or a certified check, immediately available
funds equal to its Subscription Amount, and the Company shall deliver to each Purchaser its respective Units consisting of shares of
Preferred Stock 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 AFS or such other location as the parties shall mutually agree.


 


2.2
Deliveries.


 


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


 


(i)
this Agreement duly executed by the Company;


 


(ii)
a copy of an irrevocable instruction letter to the Transfer Agent directing the Transfer Agent to register in the name of such Purchaser
that number of shares of Preferred Stock equal to such Purchaser’s Subscription Amount divided by the Original Issue Price;


 


(iii)
a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s
Conversion Shares on the date hereof, with an initial exercise price equal to $0.29 (subject to adjustment as set forth therein);


 


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


 


(v)
evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware;


 




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


 


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


 


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


 


(ii)
such Purchaser’s Subscription Amount as set forth on Purchaser’s signature hereto by wire transfer to the account specified
in writing by the Company; and


 


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


 


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;


 




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


 


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


 


ARTICLE
III.


REPRESENTATIONS
AND WARRANTIES


 


3.1
Representations and Warranties of the Company. Except as set forth in the Company’s disclosure schedules attached to this
Agreement (the “Disclosure Schedules”), which Disclosure Schedules shall be deemed a part hereof and shall qualify
any representation or otherwise made herein to the extent of the disclosure contained in the corresponding section of the Disclosure
Schedules, the Company hereby makes the following representations and warranties to Purchaser:


 


(a)
Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). Except as set
forth in the Disclosure Schedules, the Company shall own, 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.


 


(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; provided, however, that “Material Adverse
Effect” shall not include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable
to: (i) general economic or political conditions, (ii) conditions generally affecting the industry in which the Company or any Subsidiary
operates, (iii) any changes in financial or securities markets in general, (iv) acts of war (whether or not declared), armed hostilities
or terrorism, or the escalation or worsening thereof, (v) any pandemic, epidemics or human health crises (including COVID-19), (vi) any
changes in applicable laws or accounting rules (including GAAP), (vii) the announcement, pendency or completion of the transactions contemplated
by the Transaction Documents, or (viii) any action required or permitted by the Transaction Documents or any action taken (or omitted
to be taken) with the written consent of or at the written request of Purchaser.


 




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


 


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


 




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(e)
Filings, Consents and Approvals. Except as set forth on Schedule 3.1(e), the Company is not required to obtain any consent,
waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local
or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction
Documents, other than: (i) the filings required pursuant to Section 4.5 of this Agreement, (ii) the filings with the Commission pursuant
to, or contemplated by, the Registration Rights Agreement, (iii) the notice and/or application(s) to each applicable Trading Market for
the issuance and sale of the Securities and/or the listing of the Conversion Shares for trading thereon, (iv) the filing of Form D with
the Commission and such filings as are required to be made under applicable state securities laws, (v) the filing of the Certificate
of Designation; (vi) the Conversion Approval; the (vii) Reverse Split Approval and (viii) the filing of the Amendment (collectively,
the “Required Approvals”).


 


(f)
Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable
Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company
other than restrictions on transfer provided for in the Transaction Documents. The Underlying Shares, when issued in accordance with
the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by
the Company other than restrictions on transfer provided for in the Transaction Documents.


 


(g)
Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule
3.1(g) shall also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as
of the date hereof. Except as set forth on Schedule 3.1(g), the Company has not issued any capital stock since its most recently filed
periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s stock
option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plans and pursuant
to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under
the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate
in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities or as set
forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character
whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person
any right to subscribe for or acquire, any shares of Common Stock or the capital stock of any Subsidiary, or contracts, commitments,
understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock
or Common Stock Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company
or any Subsidiary to issue shares of Common Stock or other securities to any Person (other than Purchaser). Except as set forth on Schedule
3.1(g), there are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise,
conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. There
are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and
there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to
redeem a security of the Company or such Subsidiary. The Company does not have any stock appreciation rights or “phantom stock”
plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized,
validly issued, fully paid and nonassessable, have been issued in compliance 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 Conversion Approval and the Reverse Split Approval, or as otherwise set forth on Schedule 3.1(g), 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 on
Schedule 3.1(g), are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital
stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.


 




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(h)
Financial Statements. The financial statements of the Company included in the SEC Reports comply in all material respects with
applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing.
Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent
basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the
notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all
material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results
of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end
audit adjustments.


 


(i)
Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included
within the SEC Reports, except as set forth on Schedule 3.1(i), (i) there has been no event, occurrence or development that has had or
that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent
or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice
and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings
made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend
or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any
shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant
to existing Company stock option plans. 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 on Schedule 3.1(i), 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 on Schedule 3.1(j), 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”). None of the Actions set forth on Schedule 3.1(j), (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. 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 on Schedule 3.1(l), 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. The Company and the Subsidiaries possess all certificates, authorizations, licenses and permits issued by
the appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses, 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.


 




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(o)
Title to Assets. 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 (ii) Liens that
do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and (iii)
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.


 


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


 


(q)
Insurance. The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses
and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including,
but not limited to, directors and officers insurance coverage in an amount deemed prudent by the Company. 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.


 




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(r)
Transactions with Affiliates and Employees. Except as set forth on Schedule 3.1(r) or 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.


 


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


 


(t)
Transaction Fees. Except pursuant to that certain agreement by and between the Company and the Placement Agent, dated December
16, 2022, no brokerage or finder’s fees or commissions are or will be payable by the Company or any Subsidiaries 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. Purchaser 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.


 




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(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.


 


(v)
Registration Rights. Except as set forth on Schedule 3.1(v), and other than Purchaser, 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 Subsidiaries.


 


(w)
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.


 


(x)
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. 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, including the Disclosure Schedules to this Agreement, is true and correct and does
not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made
therein, in the light of the circumstances under which they were made, not misleading. The press releases disseminated by the Company
during the twelve months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of
the circumstances under which they were made and when made, not misleading. The Company acknowledges and agrees that no Purchaser makes
or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set
forth in Section 3.2 hereof.


 




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(y)
Solvency. Immediately prior to, and immediately following the Closing Date, after giving effect to the incurrence of all Indebtedness
(as defined below) and all other obligations being incurred by the Company pursuant hereto and the other Transaction Documents and the
use the net proceeds from the sale of the Securities as provided elsewhere herein, the Company is, and will be able to, pay its obligations
in the ordinary course as they come due. Notwithstanding the foregoing, and as disclosed in the SEC Reports, the
Company expects that its cash and cash equivalents as of its fiscal year ended September 30, 2022 (“2022 Year End”), may
be insufficient to allow the Company to fund its current operating plan through at least the next twelve months from the issuance of
the 2022 Year End financial statements, taking into account the acquisition of Intelligent Fingerprinting Limited. Should revenue not
be generated during this period to cover expenses, then these conditions may raise substantial doubt about the
Company’s ability to continue as a going concern for a period of at least one year from the date its 2022 Year End financial statements
were issued. It appears that the Company will be required to raise additional funds during the next 12 months and is evaluating potential
raising additional funds through private placements and or public equity financing. As disclosed in the SEC Reports, there can
be no assurance that such financing will be available on terms which are favorable to us, or at all, and accordingly, these factors raise
substantial doubt about the Company’s ability to continue as a going concern. For the purposes of this Agreement, “Indebtedness”
means (x) any liabilities for borrowed money or amounts owed in excess of $100,000 (other than trade accounts payable incurred in the
ordinary course of business), (y) all guaranties, endorsements and other contingent obligations in respect of indebtedness of others,
whether or not the same are or should be reflected in the Company’s consolidated balance sheet (or the notes thereto), except guaranties
by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (z)
the present value of any lease payments in excess of $100,000 due under leases required to be capitalized in accordance with GAAP. Neither
the Company nor any Subsidiary is in default with respect to any Indebtedness.


 


(z)
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 material 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 material 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.


 


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


 




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(bb)
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.


 


(cc)
Accountants. The Company’s accounting firm is set forth on Schedule 3.1(cc) of the Disclosure Schedules. 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, 2021.


 


(dd)
Acknowledgment Regarding Purchasers’ Purchase of Securities. The Company acknowledges and agrees Purchaser 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 a Purchaser or any of its
representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely incidental
to Purchaser’s purchase of the Securities. The Company further represents to 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.


 


(ee)
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 the Company’s Placement Agent in connection
with the placement of the Securities.


 


(ff)
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”).


 




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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. 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 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 Purchaser. Each Transaction Document to which it is a party
has been duly executed by such Purchaser, and when delivered by Purchaser in accordance with the terms hereof, will constitute the valid
and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general
equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting
enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive
relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.


 


(b)
Filings, Consents and Approvals. Purchaser 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 Purchaser of the Transaction Documents.


 


(c)
Own Account. Purchaser understands that the Securities are “restricted securities” and have not been registered under
the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with
a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state
securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable
state securities law and has no direct or indirect arrangement or understandings with any other Persons to distribute or regarding the
distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty
not limiting Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable
federal and state securities laws). Purchaser is acquiring the Securities hereunder in the ordinary course of its business.


 




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(d)
Purchaser Status. At the time Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each date
on which it exercises any Warrants into Common Stock and/or converts any Preferred Stock into Conversion Shares it will be either: (i)
an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12), or (a)(13) under
the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. Purchaser
hereby represents that neither such Purchaser nor any of its Rule 506(d) Related Parties (as defined below) is a “bad actor”
within the meaning of Rule 506(d) promulgated under the Securities Act. For purposes of this Agreement, “Rule 506(d) Related Party”
shall mean a person or entity covered by the “Bad Actor disqualification” provision of Rule 506(d) of the Securities Act.


 


(e)
Experience of 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. 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. Such Purchaser is aware of and acknowledges
the risks associated with: (i) the prospective investment in, and the ownership of, the Securities as set forth in the SEC Reports, including
those set forth under the heading “Risk Factors” in the SEC Reports, (ii) the need to obtain the Conversion Approval, the
absence of which will result in Purchaser being unable to convert the Preferred Stock into Common Stock, and (iii) the need to obtain
the consent of the holders of the Company’s Series C Convertible Preferred Stock in order to include the Securities purchased by
Purchaser in a registration statement.


 


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


 


(g)
Access to Information. 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. Purchaser acknowledges and agrees that neither the
Placement Agent nor any of its Affiliates have provided Purchaser with any information or advice with respect to the Securities nor is
such information or advice necessary or desired. Neither the Placement Agent nor any of its Affiliates have made or makes any representation
as to the Company or the quality of the Securities and the Placement Agent and any Affiliate of the Placement Agent may have acquired
non-public information with respect to the Company which Purchaser agrees need not be provided to it. In connection with the issuance
of the Securities to Purchaser, neither the Placement Agent nor any of its Affiliates has acted as a financial advisor or fiduciary to
Purchaser.


 




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(h)
Litigation. There is no Action pending or threatened against Purchaser or affecting Purchaser that adversely affects or challenges
the legality, validity or enforceability of any of the Transaction Documents or the Securities.


 


(i)
Office of Foreign Assets Control. Neither the Purchaser nor any Subsidiary nor, to the Purchaser’s knowledge, any director,
officer, agent, employee or Affiliate of the Purchaser or any Subsidiary is currently subject to any U.S. sanctions administered by OFAC.


 


(j)
Certain Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, Purchaser has not,
nor has any Person acting on behalf of or pursuant to any understanding with 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 Purchaser first received
a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material terms of the
transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing, in the case
of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s
assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other
portions of such Purchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets
managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other than to
other Persons party to this Agreement or to such Purchaser’s representatives, including, without limitation, its officers, directors,
partners, legal and other advisors, employees, agents and Affiliates, 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.


 


(k)
The representations and warranties of Purchaser set forth on Annex A are incorporated herein by reference.


 


The
Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect 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.


 




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ARTICLE
IV.


OTHER
AGREEMENTS OF THE PARTIES


 


4.1
Transfer Restrictions.


 


(a)
Purchaser acknowledges that (a) none of the Securities have been registered under the Securities Act or applicable U.S. state securities
laws, (b) that the Securities are deemed to be “restricted securities” under the Securities Act and applicable U.S. state
securities laws, and (c) the purchase of the Securities is taking place in a transaction not involving a public offering or U.S. Persons.
Furthermore, Purchaser acknowledges and understands that any resale inconsistent with the Securities Act may create liability on Purchaser’s
part and/or the part of the Company, and agrees not to assign, sell, pledge, hedge, transfer or otherwise dispose of or transfer any
such Securities unless such Securities are (i) registered under the Securities Act and applicable U.S. state securities laws, or an opinion
is given by counsel satisfactory to the Company that such registration is not required; or (ii) pursuant to an available exemption from
registration. Purchaser acknowledges that the Securities may only be transferred in compliance with Regulation S, including with regard
to the applicable “distribution compliance period” (as defined in Regulation S). The Company is also required to refuse to
register any transfer of the Securities being sold hereunder not made in accordance with the provisions of Regulation S, pursuant to
the Securities Act or pursuant to an available exemption from registration as contemplated above, and each and all Securities shall bear
and be fully subject to legends in substantially the following form:


 


“[THE
SECURITIES REPRESENTED BY THIS CERTIFICATE][NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS [EXERCISABLE] [CONVERTIBLE]]
HAVE [NOT] BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF
ANY U.S. STATE OR ANY OTHER JURISDICTION AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT IN ACCORDANCE WITH REGULATION S PROMULGATED
UNDER THE SECURITIES ACT (“REGULATION S”) AND PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR
AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
REGISTRATION. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED [BY THIS CERTIFICATE] [HEREBY] MAY NOT BE CONDUCTED EXCEPT IN
COMPLIANCE WITH THE SECURITIES ACT.”


 


For
Warrants:


 


THIS
WARRANT MAY NOT BE EXERCISED BY OR ON BEHALF OF ANY U.S. PERSON UNLESS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM SUCH
REGISTRATION IS AVAILABLE. EACH PERSON EXERCISING A WARRANT IS REQUIRED TO GIVE: (A) WRITTEN CERTIFICATION THAT IT IS NOT A U.S. PERSON
AND THE WARRANT IS NOT BEING EXERCISED ON BEHALF OF A U.S. PERSON; OR (B) A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE
EFFECT THAT THE WARRANT AND THE SECURITIES DELIVERED UPON EXERCISE THEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OR ARE EXEMPT
FROM REGISTRATION THEREUNDER


 




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(b)
As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and the Registration
Rights Agreement and shall have the rights and obligations of Purchaser under this Agreement and the Registration Rights Agreement.


 


(c)
Purchaser acknowledges and agrees that none of the Securities have been registered under the Securities Act, that there can be no assurance
that there will be any market for any of the Securities, and, as a result, Purchaser must be prepared to bear the economic risk of his,
her or its investment for an indefinite period of time. Purchaser will cooperate and consult with the Company and use reasonable best
efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other
documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties
and governmental entities, and the expiration or termination of any applicable waiting period, necessary or advisable to consummate this
investment and to perform the obligations contemplated by the Agreement.


 


(d)
The Company shall cause its counsel to issue a legal opinion to the Transfer Agent or the Purchaser promptly after the Effective Date
if required by the Transfer Agent to effect the removal of the legend hereunder, or if requested by a Purchaser, respectively. If all
or any shares of Preferred Stock are converted at a time when there is an effective registration statement to cover the resale of the
Underlying Shares, or if such Underlying Shares may be sold under Rule 144 without the requirement for the Company to be in compliance
with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions
or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and
pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all legends. Notwithstanding
anything herein to the contrary the holder of Preferred Stock may simultaneously deliver to the Company a Notice of Conversion of the
shares of Preferred Stock to be received upon such conversion and for all corporate purposes such holder shall be deemed to have become
the holder of record of the Underlying Shares with respect to such Notice of Conversion, irrespective of the date of delivery of the
Preferred Stock or Underlying Shares. The Company may not make any notation on its records or give instructions to the Transfer Agent
that enlarge the restrictions on transfer set forth in this Section 4. Underlying Shares subject to legend removal hereunder shall be
transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository
Trust Company System as directed by a Purchaser.


 




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(e)
Purchaser agrees with the Company that Purchaser will sell any Securities pursuant to either the registration requirements of the Securities
Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to
a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the
removal of the restrictive legend from certificates representing Securities as set forth in this Section 4.1 is predicated upon the Company’s
reliance upon this understanding.


 


4.2
Acknowledgment of Dilution. The Company acknowledges that the issuance of the Securities may result in dilution of the outstanding
shares of Common Stock, which dilution may be substantial under certain market conditions. The Company further acknowledges that its
obligations under the Transaction Documents, including, without limitation, its obligation to issue the Underlying Shares pursuant to
the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction,
regardless of the effect of any such dilution or any claim the Company may have against any Purchaser and regardless of the dilutive
effect that such issuance may have on the ownership of the other stockholders of the Company.


 


4.3
Furnishing of Information; Public Information. Until the earliest of the time that (i) no Purchaser owns Securities or (ii) the
Warrants have expired, the Company covenants to maintain the registration of the Common Stock under Section 12(b) or 12(g) of the Exchange
Act and to 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.


 


4.4
Conversion and Exercise Procedures. The Warrants and the Certificate of Designation set forth the procedures required of the Purchasers
in order to exercise the Warrants or convert the Preferred Stock. The Company shall honor exercises of the Warrants and conversions of
the Preferred Stock and shall deliver Underlying Shares in accordance with the terms, conditions and time periods set forth in the Transaction
Documents.


 


4.5
Securities Laws Disclosure; Publicity. As of a date three (3) business days following the Closing, 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 (i) any registration statement contemplated by the Registration Rights Agreement and (ii) 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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4.6
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.


 


4.7
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 4.5, 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 notice with the Commission pursuant to a Current Report on Form
8-K. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in
securities of the Company.


 


4.8
Use of Proceeds. Except as set forth on Schedule 4.8 attached hereto, the Company shall use the net proceeds from the sale
of the Securities hereunder for working capital purposes and shall not use such proceeds: (a) for the satisfaction of any portion of
the Company’s debt (other than payment of trade payables in the ordinary course of the Company’s business and prior practices),
(b) for the redemption of any Common Stock or Common Stock Equivalents, (c) for the settlement of any outstanding litigation or (d) in
violation of FCPA or OFAC regulations.


 




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4.9
Indemnification of Purchasers. Subject to the provisions of this Section 4.9, the Company will indemnify and hold each Purchaser
and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent
role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser
(within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders,
agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding
a lack of such title or any other title) of such controlling Persons (each, a “Purchaser Party”) harmless from any
and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in
settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or
incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company
in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or
any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser Party, with respect
to any of the transactions contemplated by the Transaction Documents (unless such action is solely based upon a material breach of such
Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings
such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws
or any conduct by such Purchaser Party which is finally judicially determined to constitute fraud, gross negligence or willful misconduct).
If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such
Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with
counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate
counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense
of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing,
(ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there
is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position
of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such
separate counsel. The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party
effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent,
but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations,
warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification
required by this Section 4.9 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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4.10
Reservation and Listing of Securities.


 


(a)
The Company will use commercially reasonable efforts to take all actions necessary to effect a reverse stock split in a ratio that causes
the Company’s Common Stock price per share to satisfy the Nasdaq minimum listing requirement.


 


(b)
The Company shall, if applicable: (i) in the time and manner required by the principal Trading Market, prepare and file with such Trading
Market an additional shares listing application or notification, as applicable, covering a number of shares of Common Stock at least
equal to the Required Minimum on the date of such application, (ii) take all steps necessary to cause such shares of Common Stock to
be approved for listing or quotation on such Trading Market, (iii) provide to Purchaser evidence of such listing or quotation and (iv)
maintain the listing or quotation of such Common Stock on any date at least equal to the Required Minimum on such date on such Trading
Market or another Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through
the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to
the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer.


 


4.11
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 such 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.


 


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 4.5. 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 4.5, such Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information included
in the Transaction Documents and the Disclosure Schedules. 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 4.5, (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 4.5 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
4.5.


 




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4.13
Form D; Blue Sky Filings. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation
D and to provide a copy thereof, promptly upon request any Purchaser. The Company shall take such action as the Company shall reasonably
determine is necessary in order to obtain an exemption for, or to qualify the Securities for, sale to Purchasers at Closing under applicable
securities or “Blue Sky” laws of the states of the United States, and shall provide evidence of such actions promptly upon
request of any Purchaser.


 


4.14
Meeting of Stockholders. Each Purchaser, severally and not jointly with the other Purchasers, agrees solely with the Company that
it will beneficially own its shares of Preferred Stock through the date on which the Reverse Stock Split Approval is obtained.


 


4.15
Voting of Shares and Preferred Stock. Each Purchaser acknowledges and agrees that in accordance with the Certificate of Designation,
that shares of Preferred Stock shall have no voting rights, except that the Preferred Stock shall have the right to vote, with the holders
of the Common Stock as a single class, with each share of Preferred Stock on the applicable record date entitled to 20,000 votes per
share of Preferred Stock, on any proposal or resolution presented to the stockholders of the Corporation for the purpose of obtaining
the Reverse Split Approvals only; which votes, when cast by the holder thereof shall be voted, without further action of such holder,
in the same proportion as shares of Common Stock are voted (excluding any shares of Common Stock that are not voted) on the Reverse Stock
Split and the Adjournment Proposal (and, for purposes of clarity, such voting rights shall not apply on any other any proposal or resolution
presented to the stockholders of the Corporation). For the avoidance of doubt, and for illustrative purposes only, if 30% of the aggregate
votes cast by Common Stock in connection with the Amendment are voted against such proposal and 70% of the aggregate votes cast by Common
Stock voting in connection with the Amendment are voted in favor thereof, then 30% of the votes cast by the shares of Preferred Stock
voting in connection with the Amendment shall vote against the approval of the Amendment and 70% of such votes shall be cast in favor
of the Amendment.


 


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 such termination will not affect the right of any party to sue for any breach by any other party (or parties).


 




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5.2
Fees and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and
expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the
negotiation, preparation, execution, delivery and performance of this Agreement. 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 conversion or
exercise notice delivered by a Purchaser), stamp taxes and other taxes and duties levied in connection with the delivery of any Securities
to Purchaser.


 


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


 


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


 


5.5
Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument
signed, in the case of an amendment, by the Company and Purchasers which purchased at least 50.1% in interest of the Preferred Stock
based on the initial Subscription Amounts hereunder (or, prior to the Closing, the Company and each Purchaser) or, in the case of a waiver,
by the party against whom enforcement of any such waived provision is sought, provided that if any amendment, modification or waiver
disproportionately and adversely impacts a Purchaser (or group of Purchasers), the consent of such disproportionately impacted Purchaser
(or group of Purchasers) shall also be required. No waiver of any default with respect to any provision, condition or requirement of
this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other
provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner
impair the exercise of any such right. Any proposed amendment or waiver that disproportionately, materially and adversely affects the
rights and obligations of any Purchaser relative to the comparable rights and obligations of the other Purchasers shall require the prior
written consent of such adversely affected Purchaser. Any amendment effected in accordance with this Section 5.5 shall be binding upon
each Purchaser and holder of Securities and the Company.


 


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


 




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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. The Placement Agent shall be the third-party beneficiary of the representations and warranties of
the Company in Section 3.1 and the representations and warranties of the Purchasers in Section 3.2. 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 4.9 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 Delaware, 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, stockholders, partners, members, employees or agents) shall be commenced either in
the Court of Chancery of the State of Delaware or if such action may not be brought in such court for jurisdictional reasons, in the
United States District Court sitting in New Castle County in the State of Delaware. Each of the Corporation and each Holder irrevocably
submits to the exclusive jurisdiction of (a) the Court of Chancery of the State of Delaware, and (b) the United States District Court
sitting in New Castle County in the State of Delaware, 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.
Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in
any legal Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. 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 4.9, 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.


 




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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 a conversion of the Preferred Stock or exercise of a Warrant, the applicable Purchaser shall be required to return any shares of Common
Stock subject to any such rescinded conversion or exercise notice concurrently with the return to such Purchaser of the aggregate exercise
price paid to the Company for such shares and the restoration of such Purchaser’s right to acquire such shares pursuant to such
Purchaser’s Warrant (including, issuance of a replacement warrant certificate evidencing such restored right).


 


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


 




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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. The Company has elected to provide all Purchasers with the same terms and Transaction Documents for the
convenience of the Company and not because it was required or requested to do so by any of the Purchasers. It is expressly understood
and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company and a Purchaser,
solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.


 


5.18
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)


 




    	31



    	 



    

 


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.


 


	Intelligent
    Bio Solutions Inc. 	Address
    for Notice:
	 	 	 
	By:
    	                                     	142
    West 57th St FL 9
	Name:
    	Spiro
    Sakiris	New
    York NY 10019
	Title:
    	Chief
    Financial Officer	Email:
    spiro.sakiris@ibs.inc
	 	 	 
	With
    a copy to (which shall not constitute notice):	 
	 	 	 
	Arent
    Fox Schiff LLP	 
	1717
    K Street NW, Washington, DC 20006	 
	Attn:
    Ralph De Martino and Johnathan Duncan	 
	Email:
    ralph.demartino@afslaw.com and johnathan.duncan@afslaw.com	 





 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK


SIGNATURE
PAGE FOR PURCHASER FOLLOWS]


 




    	 



    	 



    

 


PURCHASER
SIGNATURE PAGES TO Intelligent Bio Solutions Inc. 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: ___________________________


 


Address
for Notice to Purchaser:


 


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


 


Subscription
Amount:$___________


 


Units:
___________________________


 


Shares
of Preferred Stock issuable: ___________________________


 


Underlying
Shares of Common Stock issuable: ___________________________


 


Number
of Warrants issuable: ___________________________


 


Shares
of Preferred Stock: ____________ Beneficial Ownership Blocker ☐ 4.99% or ☐  9.99% (as described in the Certificate of
Designations)


 


Warrant
Shares: _________________ Beneficial Ownership Blocker ☐  4.99% or ☐  9.99% (as described in the Warrant)


 


EIN
Number: ___________________________


 




    	 



    	 



    

 


DISCLOSURE
SCHEDULES


 


[Attached]


 




    	 



    	 



    

 


Annex
A


Regulation
S Supplement


 


[Attached]


 




    	 



    	 



    

 





Annex
A


 


Regulation
S Supplement


 


Definitions


 


Capitalized
terms that are not otherwise defined herein have the meanings given to such terms in the Securities Purchase Agreement (this “Agreement”)
is dated as of December 21, 2022, between Intelligent Bio Solutions Inc., a Delaware corporation (the “Company”), and each
purchaser identified on the signature pages thereto.


 


Additional
Representations and Warranties of Purchaser


 


		(a)	Purchaser
                                            acknowledges that no U.S. federal or state agency has made any finding or determination as
                                            to the fairness of the terms of the transactions contemplated under the Transaction Documents
                                            (the “Transaction”). These Securities have not been recommended or endorsed
                                            by any U.S. federal or state securities commission or regulatory agency.



 


		(b)	Purchaser
                                            hereby represents and warrants that it is not a U.S. person as defined under Rule 902 of
                                            Regulation S and the Securities, are being acquired for Purchaser’s own account (or
                                            a trust account if Purchaser is a trustee) for investment only and not with a view to sale
                                            or resale, distribution or fractionalization of the Securities under applicable U.S. federal
                                            or state securities laws. Purchaser is not acquiring such Securities for the account or benefit
                                            of any U.S. person and was not organized for the specific purpose of acquiring such Securities.
                                            Purchaser will not (i) resell or offer to resell the Securities, or any portion thereof,
                                            or (ii) engage in hedging transactions, in each case, except in accordance with the terms
                                            of the Agreement and in accordance with Regulation S, pursuant to registration under the
                                            Securities Act or pursuant to an available exemption from registration under the Securities
                                            Act and otherwise in compliance with all applicable securities laws. Furthermore, prior to
                                            engaging in any hedging transaction or any resale of the Securities, or any portion thereof,
                                            Purchaser shall provide the Company with an opinion of counsel acceptable to the Company
                                            in its sole discretion that any such proposed hedging or sale transaction is in compliance
                                            with the Securities Act or an exemption therefrom. The Company shall not be required to give
                                            effect to any attempted transaction not in strict compliance with the terms hereof.



 


		(c)	The
                                            Company may only make offers to sell the Securities to persons outside the United States
                                            in this Transaction and, if applicable, at the time any buy order is originated, the buyer
                                            is outside the United States. Purchaser has not received an offer to purchase the Securities
                                            inside the United States and will not originate a buy order inside the United States. Purchaser
                                            has not received, and is not aware of, any advertisement in a publication with a general
                                            circulation in the United States (as described in Rule 902 of Regulation S) that refers to
                                            the Transaction and sale of the Securities).



 


		(d)	Purchaser’s
                                            overall commitment to investments that are not readily marketable is not disproportionate
                                            to Purchaser’s net worth and Purchaser’s investment in the Company will not cause
                                            such overall commitment to become excessive. Purchaser has adequate net worth and means of
                                            providing for current needs and personal contingencies to sustain a complete loss of Purchaser’s
                                            investment in the Company, and Purchaser has no need for liquidity in this investment.



 




    	 



    	 



    

 


		(e)	Purchaser
                                            has substantial knowledge and experience in making investment decisions of this type and
                                            is capable of evaluating the merits and risks of this investment. Subject to the limitations
                                            of Section 3.1(x) of the Agreement (i) Purchaser has had an opportunity to ask questions
                                            of and receive answers from representatives of the Company with respect to this Transaction;
                                            (ii) the Company has provided Purchaser with all documents requested and has provided answers
                                            to all of Purchaser’s questions relating to an investment in the Company and (iii)
                                            Purchaser has had an opportunity to discuss this investment with representatives of the Company
                                            and to ask questions of them.



 


		(f)	If
                                            the Agreement is executed and delivered on behalf of a partnership, trust, corporation or
                                            other entity: Purchaser has been duly authorized to execute and deliver the Agreement and
                                            all other documents and instruments (if any) executed and delivered on behalf of such entity
                                            in connection with its purchase of Securities pursuant the Transaction Documents. Purchaser
                                            has not been convicted, within the past ten years of any felony or misdemeanor (i) in connection
                                            with the purchase or sale of any security; (ii) involving the making of any false filing
                                            with the U.S. Securities and Exchange Commission (the “SEC”); or (iii)
                                            arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities
                                            dealer, investment advisor or paid solicitor of purchasers of securities.



 


		(g)	Purchaser
                                            is not subject to any order, judgment or decree of any court of competent jurisdiction that
                                            was entered within the past five years and currently restrains or enjoins Purchaser from
                                            engaging in any conduct or practice (i) in connection with the purchase or sale of any security;
                                            (ii) involving the making of any false filing with the SEC; or (iii) arising out of the conduct
                                            of the business of an underwriter, broker, dealer, municipal securities dealer, investment
                                            adviser or paid solicitor of purchasers of securities.



 


		(h)	Purchaser
                                            is not subject to a Final Order (as defined below) of U.S. state regulators of securities,
                                            insurance, banking, savings associations or credit unions; U.S. banking agencies; the U.S.
                                            Futures Trading Commission; or the U.S. National Credit Union Administration that bars Purchaser
                                            from (i) associating with an entity regulated by any of the aforementioned regulators; (ii)
                                            engaging in the business of securities, insurance or banking; or (iii) engaging in savings
                                            association or credit union activities; in any instance that constitutes a Final Order based
                                            on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive
                                            conduct entered within the past ten years. For purposes hereof, the term “Final
                                            Order” means a written directive or declaratory statement issued by a U.S. federal
                                            or state agency described in Rule 506(d)(1)(iii) under the Securities Act of 1933 under applicable
                                            statutory authority that provides for notice and an opportunity for a hearing, which constitutes
                                            a final disposition or action by that agency.



 


		(i)	Purchaser
                                            is not subject to any order of the SEC that currently (i) suspends or revokes its registration
                                            as a broker, dealer, municipal securities dealer or investment adviser; or (ii) places limitations
                                            on the activities, functions or operations of, or imposes civil money penalties on, such
                                            person; or (iii) bars Purchaser from being associated with any entity or from participating
                                            in the Transaction of any penny stock.



 




    	 



    	 



    

 


		(j)	Purchaser
                                            is not subject to any order of the SEC that was entered within the past five years and currently
                                            orders Purchaser to cease and desist from committing or causing a future violation of (i)
                                            any scienter-based (intent-based) anti-fraud provision of the U.S. federal securities laws
                                            (including, for example, but not limited to): (A) Section 17(a)(1) of the Securities Act
                                            of 1933, (B) Section 10(b) of the Exchange Act and Rule 10b-5, and (C) Section 15 (c) (1)
                                            of the Securities Exchange Act); or (ii) Section 5 of the Securities Act that generally requires
                                            that securities be registered and prohibits the sale of unregistered securities.



 


		(k)	Purchaser
                                            has not been suspended or expelled from membership in, or suspended or barred from association
                                            with a member of, a U.S. securities self-regulatory organization (“SRO”, such
                                            as a registered national securities exchange or a registered national or affiliated securities
                                            association, including FINRA) for any act or omission to act constituting conduct inconsistent
                                            with just and equitable principles of trade.



 


		(l)	Purchaser
                                            has not filed (as a registrant or issuer), nor been named as an underwriter in any registration
                                            statement or Regulation A offering statement filed with the SEC that, within the past five
                                            years, was the subject of a refusal order, stop order, or order suspending the Regulation
                                            A exemption, or is currently the subject of an investigation or proceeding to determine whether
                                            a stop order or suspension order should be issued.



 


		(m)	Purchaser
                                            is not subject to a U.S. Postal Service (“USPS”) false representation
                                            order entered within the past five years and is not currently subject to a temporary restraining
                                            order or preliminary injunction with respect to conduct alleged by the USPS to constitute
                                            a scheme or device for obtaining money or property through the mail by means of false representations.



 


		(n)	Purchaser
                                            has checked the OFAC website at www.treas.gov/ofac before making the following representations:



 


		a.	Purchaser
                                            represents that the amounts to be invested in the Company were not and are not directly or
                                            indirectly derived from activities that may contravene U.S. federal, state or international
                                            laws and regulations, including anti-money laundering laws and regulations. U.S. federal
                                            regulations and Executive Orders administered by the U.S. Treasury Department’s Office
                                            of Foreign Assets Control (“OFAC”) prohibit, among other things, the engagement
                                            in transactions with, and the provision of services to, certain foreign countries, territories,
                                            entities and individuals.1 In addition, the programs administered by OFAC (“OFAC
                                            Programs”) prohibit dealing with individuals or entities in certain countries regardless
                                            of whether such individuals or entities appear on the OFAC lists.



 


		b.	Purchaser
                                            hereby represents and warrants that, to the best of its knowledge: (A) it; (B) any person
                                            controlling or controlled by it; (C) if it is a privately held entity, any person having
                                            a beneficial interest in it; or (D) any person for whom it is acting as agent or nominee
                                            in connection with this investment is not a country, territory, individual or entity named
                                            on an OFAC list or a person or entity prohibited under the OFAC Programs.



 





 






1
These individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC
sanctions and embargo programs.


 




    	 



    	 



    

 


		(o)	Purchaser
                                            represents and warrants that, to the best of its knowledge, (A) it; (B) any person controlling
                                            or controlled by it; (C) if it is a privately held entity, any person having a beneficial
                                            interest in it; or (D) any person for whom it is acting as agent or nominee in connection
                                            with this investment is not a senior foreign political figure,[2] any immediate family member[3]
                                            or close associate of a senior foreign political figure[4] as such terms are defined in the
                                            footnotes below.



 


		(p)	The
                                            Company and the other purchasers are relying on the truth and accuracy of the declarations,
                                            representations and warranties herein made by Purchaser. Accordingly, the foregoing representations
                                            and warranties and undertakings are made by Purchaser with the intent that they may be relied
                                            upon in determining his/her/its suitability as a purchaser. Purchaser agrees that such representations
                                            and warranties shall survive the acceptance of Purchaser as a purchaser, and Purchaser indemnifies
                                            and agrees to hold harmless, the Company and each other purchaser from and against all damages,
                                            claims, expenses, losses or actions resulting from the untruth of any of the warranties and
                                            representations contained in the Agreement.



 


		(q)	All
                                            representations and warranties herein are true as of the date of the Agreement and shall
                                            be true as of the date the Company issues and sells any Securities to Purchaser. If such
                                            representations and warranties shall not be true in any respect prior to such date, Purchaser
                                            will give prompt written notice of such fact to the Company.



 


		(r)	Purchaser
                                            represents that (i) the information contained herein is complete and accurate on the date
                                            hereof and may be relied upon by the Company, (ii) Purchaser will notify the Company immediately
                                            of any change in any such information occurring prior to the acceptance of the subscription
                                            and will promptly send the Company written confirmation of such change. Purchaser hereby
                                            certifies that he, she or it has read and understands the Agreement related hereto and (iii)
                                            Purchaser acknowledges that, notwithstanding anything to the contrary in the Agreement, the
                                            Company may be required to publicly disclose the information provided herein and that he,
                                            she or it consents to such public disclosure.



 





 







2
A “senior foreign political figure” is defined as a senior official in the executive, legislative, administrative, military
or judicial branches of a non-U.S. government (whether elected or not), a senior official of a major non-U.S. political party, or a senior
executive of a non-U.S. government-owned corporation. In addition, a “senior foreign political figure” includes any corporation,
business or other entity that has been formed by, or for the benefit of, a senior foreign political figure.


3
“Immediate family” of a senior foreign political figure typically includes the figure's parents, siblings, spouse, children
and in-laws.


4
A “close associate” of a senior foreign political figure is a person who is widely and publicly known to maintain an unusually
close relationship with the senior foreign political figure, and includes a person who is in a position to conduct substantial U.S. and
non-U.S. financial transactions on behalf of the senior foreign political figure.









 




    	 



    	 



    

 





Exhibit
A


Certificate of Designation


 




    	 



    	 



    

 


Exhibit
B


Form
of Registration Rights Agreement


 




    	 



    	 



    

 


Exhibit
C


Form
of Warrant