Exhibit 10.1


 


SUBSCRIPTION
AGREEMENT


 


This
Subscription Agreement (this “Agreement”) has been executed by the purchaser set forth on the signature
page hereof (the “Purchaser”) in connection with the private placement offering (the “Offering”)
by Amesite Inc., a Delaware corporation (the “Company”).


 


RECITALS


 


A. The
Company is offering a minimum of 1,000,000 shares of the Company’s common stock, par value $0.0001 per share (“Common
Stock”), at a purchase price of $2.00 per share (the “Purchase Price”), for an aggregate
purchase price of approximately $2,000,000 (the “Minimum Offering Amount”), and a maximum of 2,500,000
shares of Common Stock at the Purchase Price for an aggregate Purchase Price of approximately $5,000,000 (the “Maximum
Offering Amount”). The Company may also sell an additional 1,000,000 shares of Common Stock at the Purchase Price
for an aggregate Purchase Price of approximately $2,000,000 to cover over-subscriptions (the “Over-Subscription Option”),
in the event the Offering is oversubscribed.


 


B. The
Shares (as defined below) subscribed for pursuant to this Agreement have not been registered under the Securities Act of 1933,
as amended (the “Securities Act”). The Offering is being made on a reasonable best efforts basis to
“accredited investors,” as defined in Regulation D under the Securities Act in reliance upon the exemption from securities
registration afforded by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D thereunder.


 


AGREEMENT


 


The
Company and the Purchaser hereby agree as follows:


 


 1. Subscription.




 


1.1 Purchase
and Sale of the Shares.


 


(a) Subject
to the terms and conditions of this Agreement, the undersigned Purchaser agrees to purchase, and the Company agrees to sell and
issue to such Purchaser, that number of shares set forth on such Purchaser’s Omnibus Signature Page attached hereto at the
Purchase Price, for a total aggregate Purchase Price as set forth on such Omnibus Signature Page. The minimum subscription amount
for each Purchaser in the Offering is $50,000 (or 25,000 Shares). The Company may accept subscriptions for less than $50,000 from
any Purchaser in its sole discretion with the consent of the Placement Agents. For the purposes of this Agreement, “Shares”
means the shares of Common Stock issued in the Offering at the Initial Closing (as defined below) or at any Subsequent Closing
(as defined below).


 


(b) This
Agreement is one of a series of subscription agreements issued (and to be issued) by the Company to purchasers of Shares in connection
with the Offering with the same terms and conditions set forth in this Agreement (each, a “Subscription Agreement”,
and collectively, the “Subscription Agreements”) and the Company’s confidential private placement
memorandum, dated July 10, 2019, as such may be amended and or supplemented on or after the date hereof (the “Memorandum”).


 






     


     


    

 


1.2 Subscription
Procedure; Closing.


 


(a) Initial
Closing. Subject to the terms and conditions of this Agreement, the initial closing of the Shares shall take place remotely
via the exchange of documents and signatures following the receipt of subscriptions equal to or exceeding the Minimum Offering
Amount or at such other time and place as mutually agreed to by the Company and the Placement Agent (as defined in Section 2)
(the “Initial Closing”).


 


(b)
Subsequent Closings. If the Maximum Offering Amount is not sold at the Initial Closing, at any time prior the earliest
of (i) the date upon which subscriptions for the Maximum Offering Amount as may be increased in connection with the Over-Subscription
Option) have been accepted, (ii) August 31, 2019 unless extended by the Company and the Placement Agent to September 30, 2019,
and (iii) the date upon which the Company and the Placement Agent elect to terminate the Offering (the earliest of such dates,
the “Termination Date”), the Placement Agent and the Company may continue to accept, and continue to
have closings (each a “Subsequent Closing” and collectively the “Subsequent Closings”),
up to the Maximum Offering Amount, and if there are over-subscriptions, such additional Shares as may be sold in connection with
the Over-Subscription Option (the “Subsequent Closing Shares”) to such persons as may be approved by
the Company and who are reasonably acceptable to the Placement Agent (the “Additional Purchasers”).
All such sales made at any Subsequent Closing, shall be made on the terms and conditions set forth in the Subscription Agreements,
and (i) the representations and warranties of the Company set forth in Section 3 hereof (and the Disclosure Schedule) shall speak
as of each Closing (except to the extent specified otherwise in Section 3) and (ii) the representations and warranties of the
Additional Purchasers in Section 4 hereof shall speak as of such Subsequent Closing. Any Subsequent Closing Shares issued and
sold pursuant to this Section 1.2(b) shall be deemed to be “Shares” for all purposes under this Agreement,
and any Additional Purchasers thereof shall be deemed to be “Purchasers” for all purposes under this
Agreement. The Initial Closing and the Subsequent Closings, if any, shall be known collectively herein as the “Closings”
or individually as a “Closing.”


 


(c) Subscription
Procedure. To complete a subscription for the Shares, the Purchaser must fully comply with the subscription procedure provided
in paragraphs a. through c. of this Section on or before the applicable Closing:


 


(i) Subscription
Documents. At or before the applicable Closing, the Purchaser shall review, complete and execute the Omnibus Signature Page
to this Agreement and the Registration Rights Agreement substantially in the form of Exhibit A hereto (the “Registration
Rights Agreement”), Investor Profile, Selling Securityholder Questionnaire and Investor Certification, attached
hereto following the Omnibus Signature Page (collectively, the “Subscription Documents”), if applicable,
additional forms and questionnaires distributed to the Purchaser and deliver the Subscription Documents and such additional forms
and questionnaires to the party indicated thereon at the address set forth under the caption “How to subscribe for Shares
in the private offering of the Company.” below. Executed documents may be delivered to such party by facsimile or .pdf
sent by electronic mail (e-mail).


 


(ii) Purchase
Price. Simultaneously with the delivery of the Subscription Documents as provided herein, and in any event at or prior to
the applicable Closing, the Purchaser shall deliver to Signature Bank, in its capacity as escrow agent (the “Escrow
Agent”), under an escrow agreement among the Company, the Placement Agents (as defined below) and the Escrow Agent
(the “Escrow Agreement”) the full Purchase Price by certified or other bank check or by wire transfer
of immediately available funds, pursuant to the instructions set forth under the caption “How to subscribe for Shares
in the private offering of the Company” below. Such funds will be held for the Purchaser’s benefit in the escrow
account established for the Offering (the “Escrow Account”) and will be returned promptly, without
interest or offset, if this Agreement is not accepted by the Company, or the Minimum Offering Amount has not been sold or the
Offering is terminated pursuant to its terms prior to the Closing.


 






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(iii) Company
Discretion. The Purchaser understands and agrees that the Company in its sole discretion reserves the right to accept or reject
this or any other subscription for Shares, in whole or in part, notwithstanding prior receipt by the Purchaser of notice of acceptance
of this subscription. The Company shall have no obligation hereunder until the Company shall execute and deliver to the Purchaser
an executed copy of this Agreement. If this subscription is rejected in whole, or the Offering is terminated, all funds received
from the Purchaser will be returned without interest or offset, and this Agreement shall thereafter be of no further force or
effect. If this subscription is rejected in part, the funds for the rejected portion of this subscription will be returned without
interest or offset, and this Agreement will continue in full force and effect to the extent this subscription was accepted.


 


1.3 Additional
Terms of the Offering.


 


(a) Anti-Dilution
Protection. For the period beginning on the date of the Initial Closing and ending on the date that the Company has consummated
a Qualified Public Offering (as defined herein), if the Company shall issue any Common Stock or securities convertible into or
exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a
price per share or conversion or exercise price per share which shall be less than $2.00 per share, being the Purchase Price for
the Shares hereunder (the “Lower Price Issuance”) and other than with regard to Exempt Issuances (as
defined herein), then the Company shall issue the Purchaser such number of additional shares of Common Stock to reflect such lower
price for the shares of Common Stock such that the Purchaser shall hold such number of shares of Common Stock, in total, had the
Purchaser paid a Purchase Price equal to the Lower Price Issuance (with any fractional shares rounded up to the nearest whole
number). For purposes herein, “Exempt Issuance” shall mean (i) the issuance of shares of Common Stock
(or options to purchase Common Stock) to employees, consultants, officers or directors of the Company or any affiliate or subsidiary
of the Company pursuant to stock option plans or restricted stock plans, which issuance of shares of Common Stock (or options
to purchase Common Stock) is approved by the Board of the Company and (ii) the issuance of securities pursuant to capital reorganization,
reclassification or similar transactions that are primarily for purposes other than raising equity capital; and “Qualified
Public Offering” shall mean the Company’s underwritten offering of its securities pursuant to a registration
statement under the Securities Act of 1933, as amended, with aggregate gross proceeds to the Company of at least Five Million
Dollars ($5,000,000) that involves the simultaneous listing of the Company’s Common Stock on a United States national securities
exchange.


 


(b) Premium
Shares. If the Company does not consummate a Qualified Public Offering (as defined above) on or before December 31, 2020 (the
“Public Offering Deadline”), then the Company shall deliver to each Purchaser and each Purchaser shall
receive, for each Share purchased in this Offering, one (1) additional share of Common Stock, within three (3) Business Days from
the Public Offering Deadline.


 


2. Placement
Agent. Laidlaw & Company (UK) Ltd., a U.S.-registered broker-dealer (“Laidlaw”), has been
engaged by the Company as placement agent on a reasonable best efforts basis, for the Offering. The Company, subject to its agreement
with Laidlaw, or Laidlaw itself, may engage additional placement agents (Laidlaw together with any such additional placement agents,
the “Placement Agents”). The Placement Agents, collectively, will be paid at each Closing from the Offering
proceeds a total cash commission of ten percent (10%) of the gross Purchase Price paid by Purchasers in the Offering introduced
by them (the “Cash Fee”) and will collectively receive warrants to purchase a number of shares of Common
Stock equal to 10% of the number of shares of Common Stock sold to investors in the Offering, introduced by them, with a term
of five (5) years from the date of the applicable Closing, and an exercise price of $2.00 per share (the “Placement
Agent Warrants”). The Company will also pay certain expenses of the Placement Agents in connection with the Offering
and Laidlaw will receive an activation fee of $50,000, payable at the Initial Closing of the Offering. Any sub-agent of the Placement
Agent that introduces investors to the Offering will be entitled to share in the Cash Fee and/or Placement Agent Warrants attributable
to those investors pursuant to the terms of an executed sub-agent agreement.


 






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3. Representations
and Warranties of the Company. Except (i) as set forth in the Disclosure Schedule delivered to the Purchasers concurrently
with the execution of this Agreement (the “Disclosure Schedule”), or (ii) as disclosed in the Company’s
filings with the Securities and Exchange Commission (the “SEC”), which such exception shall be explicitly
noted below, the Company hereby represents and warrants to the Purchaser, as of the Closing, the following:


 


a. Organization
and Qualification. The Company and each of its subsidiaries is a corporation duly organized, validly existing and in good
standing under the laws of Delaware, and has the requisite corporate power to own its properties and to carry on its business
as now being conducted. The Company and each of its subsidiaries is duly qualified as a foreign corporation to do business and
is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary,
except to the extent that the failure to be so qualified or be in good standing would not have any material adverse effect on
(i) the business, properties, assets, liabilities, operations (including results thereof), condition (financial or otherwise)
or prospects of the Company and its subsidiaries, individually or taken as a whole, (ii) the transactions contemplated hereby
or in the other Transaction Documents (as defined below) or by the agreements and instruments to be entered into in connection
herewith or therewith or (iii) the authority or ability of the Company to perform its obligations under the Transaction Documents
(a “Material Adverse Effect”). Each subsidiary of the Company is identified on Schedule 3a
attached hereto.


 


b. Authorization,
Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into
and perform its obligations under this Agreement, the Registration Rights Agreement and the Escrow Agreement (the “Transaction
Documents”) and to issue the Shares, in accordance with the terms hereof and thereof; (ii) the execution and delivery
by the Company of each of the Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby,
including, without limitation, the issuance of the Shares, have been, or will be at the time of execution of such Transaction
Document, duly authorized by the Company’s Board of Directors, and no further consent or authorization is, or will be at
the time of execution of such Transaction Document, required by the Company, its Board of Directors or its stockholders; (iii)
each of the Transaction Documents will be duly executed and delivered by the Company; and (iv) the Transaction Documents when
executed will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their
terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,
moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies
and, with respect to any rights to indemnity or contribution contained in the Transaction Documents, as such rights may be limited
by state or federal laws or public policy underlying such laws.


 






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c.
Capitalization. The authorized capital stock of the Company consists of 100,000,000 shares of Common Stock and
5,000,000 shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”).
Immediately before the Initial Closing, the Company will have 13,490,586 shares of Common Stock and no shares of Preferred
Stock issued and outstanding. All of the outstanding shares of Common Stock and of the capital stock of each of the
Company’s subsidiaries have been duly authorized, validly issued and are fully paid and nonassessable. Immediately
after giving effect to the Closing of the Minimum Offering Amount or the Maximum Offering Amount (in each case, assuming no
sales pursuant to the Over-Subscription Option), the pro forma outstanding capitalization of the Company will be as set forth
under “Pro Forma Capitalization” in Schedule 3c. Except as set forth in the SEC Reports (as
defined below) or on Schedule 3c, where indicated: (i) no shares of capital stock of the Company or any of its
subsidiaries will be subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or
permitted by the Company; (ii) except as contemplated by the Transaction Documents and Placement Agent Warrants, there will
be no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever
relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries,
or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become
bound to issue additional shares of capital stock of the Company or any of its subsidiaries; (iii) there will be no
outstanding debt securities of the Company or any of its subsidiaries; (iv) there will be no agreements or arrangements under
which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the
Securities Act; (v) there will be no outstanding registration statements of the Company or any of its subsidiaries, and there
will be no outstanding comment letters from the SEC or any other regulatory agency; (vi) except as provided in this
Agreement, there will be no securities or instruments of the Company or any of its subsidiaries containing anti-dilution or
similar provisions, including the right to adjust the exercise, exchange or reset price under such securities, that will be
triggered by the issuance of the Shares as described in this Agreement; and (vii) no co-sale right, right of first refusal or
other similar right will exist with respect to the Shares or the issuance and sale thereof. Upon request, the Company will
make available to the Purchaser true and correct copies of the Company’s Amended and Restated Certificate of
Incorporation (the “Certificate of Designation”), as in effect as of the Initial Closing, and the
Company’s Amended and Restated Bylaws (the “Bylaws”), as in effect as of the Initial
Closing, and the terms of all securities exercisable for Common Stock and the material rights of the holders thereof in
respect thereto other than stock options issued to officers, directors, employees and consultants.


 


d. Issuance
of Shares. The Shares that are being issued to the Purchaser hereunder, when issued, sold and delivered in accordance with
the terms and for the consideration set forth in this Agreement, will be duly and validly issued, fully paid and nonassessable,
and free of restrictions on transfer other than restrictions on transfer under the Transaction Documents, applicable state and
federal securities laws and liens or encumbrances created by or imposed by the Purchaser.


 


e. No
Conflicts. The execution, delivery and performance of each of the Transaction Documents by the Company, and the consummation
by the Company of the transactions contemplated hereby and thereby including issuance and sale of the Shares in accordance with
this Agreement will not (i) result in a violation of the Certificate of Incorporation or the Bylaws (or equivalent constitutive
document) of the Company or any of its subsidiaries or (ii) violate or conflict with, or result in a breach of any provision of,
or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others
any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company
or any subsidiary is a party, except for those which would not reasonably be expected to have a Material Adverse Effect, or (iii)
result in a violation of any law, rule, regulation, order, judgment or decree (including U.S. federal and state securities laws
and regulations) applicable to the Company or any subsidiary or by which any property or asset of the Company or any subsidiary
is bound or affected, except for those which would not reasonably be expected to have a Material Adverse Effect. Neither the Company
nor any subsidiary is in violation of or in default under, any provision of its Certificate of Incorporation or Bylaws. Neither
the Company nor any subsidiary is in violation of any term of or in default under any contract, agreement, mortgage, indebtedness,
indenture, instrument, judgment, decree or order or any statute, rule or regulation applicable to the Company or any subsidiary,
which violation or breach has had or would reasonably be expected to have a Material Adverse Effect. Except as specifically contemplated
by this Agreement and as required under the Securities Act and any applicable state securities laws, neither the Company nor any
of its subsidiaries is required to obtain any consent, authorization or order of, or make any filing or registration with, any
court or governmental agency in order for it to execute, deliver or perform any of its obligations under or contemplated by this
Agreement or the other Transaction Documents in accordance with the terms hereof or thereof other than (i) the filings required
pursuant to Section 9(j), (ii) the filing of the registration statement contemplated by the Registration Rights Agreement and
(iii) the filing of Form D with the SEC. Except as set forth on Schedule 3e, neither the execution and delivery by the
Company of the Transaction Documents, nor the consummation by the Company of the transactions contemplated hereby or thereby,
will require any notice, consent or waiver under any contract or instrument to which the Company or any subsidiary is a party
or by which the Company or any subsidiary is bound or to which any of their assets is subject, except for any notice, consent
or waiver the absence of which would not reasonably be expected, individually or in the aggregate, to have a Material Adverse
Effect. All consents, authorizations, orders, filings and registrations which the Company or any of its subsidiaries is required
to obtain pursuant to the preceding two sentences have been or will be obtained or effected on or prior to the Closing.


 






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f. Absence
of Litigation. Except as set forth on Schedule 3f, there is no action, suit, claim, inquiry, notice of violation, proceeding
(including any partial proceeding such as a deposition) or investigation before or by any court, public board, governmental or
administrative agency, self-regulatory organization, arbitrator, regulatory authority, stock market, stock exchange or trading
facility (an “Action”) now pending or, to the knowledge of the Company, threatened against or affecting
the Company or any of its subsidiaries or any of their respective officers or directors, which would be reasonably likely to (i)
adversely affect the validity or enforceability of, or the authority or ability of the Company to perform its obligations under,
this Agreement or any of the other Transaction Documents, or (ii) have a Material Adverse Effect. For the purpose of this Agreement,
the knowledge of the Company means the knowledge of the officers of the Company. Neither the Company nor any of its subsidiaries
is subject to any judgment, decree, or order which has had, or would reasonably be expected to have a Material Adverse Effect.


 


g. Acknowledgment
Regarding Purchaser’s Purchase of the Shares. The Company acknowledges and agrees that each Purchaser is acting solely
in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated
hereby and thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company
(or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice
given by any Purchaser or any of their respective representatives or agents in connection with the Transaction Documents and the
transactions contemplated thereby is merely incidental to the Purchaser’s purchase of the Shares.


 


h. No
General Solicitation. Neither the Company, nor any of its Affiliates, nor, to the knowledge of the Company, any person acting
on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation
D) in connection with the offer or sale of the Shares. “Affiliate” means, with respect to any person,
any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common
control with such person, as such terms are used in and construed under Rule 144 under the Securities Act (“Rule 144”).
With respect to a Purchaser, any investment fund or managed account that is managed on a discretionary basis by the same investment
manager as such Purchaser will be deemed to be an Affiliate of such Purchaser.


 


i. No
Integrated Offering. Neither the Company, nor any of its Affiliates, nor to the knowledge of the Company, any person acting
on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any
security, under circumstances that would require registration of the Shares under the Securities Act or cause this offering of
the Shares to be integrated with prior offerings by the Company for purposes of the Securities Act.


 


j. Employee
Relations. Neither Company nor any subsidiary is involved in any labor dispute nor, to the knowledge of the Company, is any
such dispute threatened. Neither Company nor any subsidiary is party to any collective bargaining agreement. Except as disclosed
in the SEC Reports, the Company’s and/or its subsidiaries’ employees are not members of any union, and the Company
believes that its and its subsidiaries’ relationship with their respective employees is good.


 






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k.
Intellectual Property Rights. Except as set forth on Schedule 3k, the Company and each of its subsidiaries
owns, possesses, or has rights to use, all Intellectual Property necessary for the conduct of the Company’s and its
subsidiaries’ business as now conducted, except as such failure to own, possess or have such rights would not
reasonably be expected to result in a Material Adverse Effect and there are no unreleased liens or security interests which
have been filed, or which the Company has received notice of, against any of the patents owned to the Company. Furthermore,
(A) to the Company’s knowledge, there is no infringement, misappropriation or violation by third parties of any such
Intellectual Property, except as such infringement, misappropriation or violation would not result in a Material Adverse
Effect; (B) there is no pending or, to the Company’s knowledge, threatened, Action by others challenging the
Company’s or any of its subsidiaries’ rights in or to any such Intellectual Property, and to the Company’s
knowledge, there are no facts which would form a reasonable basis for any such Action; (C) the Intellectual Property owned by
the Company and its subsidiaries, and to the Company’s knowledge, the Intellectual Property licensed to the Company and
its subsidiaries, has not been adjudged invalid or unenforceable, in whole or in part, and there is no pending or, to the
Company’s knowledge, threatened Action by others challenging the validity, enforceability or scope of any
such Intellectual Property, and, to the Company’s knowledge, there are no facts which would form a reasonable basis for
any such Action; (D) there is no pending or, to the Company’s knowledge, threatened Action by others that the Company
or any of its subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary
rights of others, neither the Company nor any of its subsidiaries has received any written notice of such Action, and, to the
Company’s knowledge, there are no other facts which would form a reasonable basis for any such Action, except in each
case for any Action as would not be reasonably expected to have a Material Adverse Effect; and (E) to the Company’s
knowledge, no employee of the Company or any of its subsidiaries is in violation of any term of any employment contract,
patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement,
nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to
such employee’s employment with the Company or any of its subsidiaries or actions undertaken by the employee while
employed with the Company or any of its subsidiaries, except such violation as would not reasonably be expected to have a
Material Adverse Effect. Except as would not reasonably be expected to have a Material Adverse Effect, (1) the Company and
its subsidiaries have disclosed to the U.S. Patent and Trademark Office (USPTO) all information known to the Company to be
relevant to the patentability of its inventions in accordance with 37 C.F.R. Section 1.56, and (2) neither the Company nor
any of its subsidiaries made any misrepresentation or concealed any information from the USPTO in any of the patents or
patent applications owned or licensed to the Company, or in connection with the prosecution thereof, in violation of 37
C.F.R. Section 1.56. Except as would not reasonably be expected to have a Material Adverse Effect and to the
Company’s knowledge, (x) there are no facts that are reasonably likely to provide a basis for a finding that the
Company or any of its subsidiaries does not have clear title to the patents or patent applications owned or licensed to the
Company or other proprietary information rights as being owned by the Company or any of its subsidiaries, (y) no valid issued
U.S. patent would be infringed by the activities of the Company or any of its subsidiaries relating to products currently or
proposed to be manufactured, used or sold by the Company or any of its subsidiaries and (z) there are no facts with respect
to any issued patent owned that would cause any claim of any such patent not to be valid and enforceable with applicable
regulations. “Intellectual Property” shall mean all patents, patent applications, trade and service
marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, domain names,
technology and know-how.


 






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 l. Environmental Laws.




 


(i) The
Company and each subsidiary has complied with all applicable Environmental Laws (as defined below), except for violations of Environmental
Laws that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect.
There is no pending or, to the knowledge of the Company, threatened civil or criminal litigation, notice of violation, formal
administrative proceeding, or investigation, inquiry or information request, relating to any Environmental Law involving the Company
or any subsidiary, except for litigation, notices of violations, formal administrative proceedings or investigations, inquiries
or information requests that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material
Adverse Effect. For purposes of this Agreement, “Environmental Law” means any national, state, provincial
or local law, statute, rule or regulation or the common law relating to the environment or occupational health and safety, including
without limitation any statute, regulation, administrative decision or order pertaining to (i) treatment, storage, disposal, generation
and transportation of industrial, toxic or hazardous materials or substances or solid or hazardous waste; (ii) air, water and
noise pollution; (iii) groundwater and soil contamination; (iv) the release or threatened release into the environment of industrial,
toxic or hazardous materials or substances, or solid or hazardous waste, including without limitation emissions, discharges, injections,
spills, escapes or dumping of pollutants, contaminants or chemicals; (v) the protection of wild life, marine life and wetlands,
including without limitation all endangered and threatened species; (vi) storage tanks, vessels, containers, abandoned or discarded
barrels, and other closed receptacles; (vii) health and safety of employees and other persons; and (viii) manufacturing, processing,
using, distributing, treating, storing, disposing, transporting or handling of materials regulated under any law as pollutants,
contaminants, toxic or hazardous materials or substances or oil or petroleum products or solid or hazardous waste. As used above,
the terms “release” and “environment” shall have the meaning set forth in the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended.


 


(ii) To
the knowledge of the Company there is no material environmental liability with respect to any solid or hazardous waste transporter
or treatment, storage or disposal facility that has been used by the Company or any subsidiary.


 


m. Authorizations;
Regulatory Compliance. The Company and each of its subsidiaries holds, and is operating in compliance with, all authorizations,
licenses, permits, approvals, clearances, registrations, exemptions, consents, certificates and orders of any governmental authority
and supplements and amendments thereto (collectively, “Authorizations”) required for the conduct of
its business in all applicable jurisdictions and all such Authorizations are valid and in full force and effect, except for Authorizations
the absence of which would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its subsidiaries
is in material violation of any terms of any such Authorizations, except, in each case, such as would not reasonably be expected
to have a Material Adverse Effect; and neither the Company nor any of its subsidiaries has received written notice of any revocation
or modification of any such Authorization, or written notice that such revocation or modification is being considered, except
to the extent that any such revocation or modification would not be reasonably expected to have a Material Adverse Effect. The
Company and each of its subsidiaries is in compliance with all applicable federal, state, local and foreign laws, regulations,
orders and decrees, including such laws and regulations applicable to the manufacture, distribution, import and export of regulated
products and component parts and ingredients, except as would not reasonably be expected to have a Material Adverse Effect.


 


n. Title.
Neither the Company nor any of its subsidiaries owns any real property. Except as set forth on Schedule 3n, each
of the Company and its subsidiaries has good and marketable title to all of its personal property and assets (i) purportedly owned
or used by them as reflected in the SEC Reports, as of their respective dates, or (ii) necessary for the conduct of their business
as currently conducted, free and clear of any restriction, mortgage, deed of trust, pledge, lien, security interest or other charge,
claim or encumbrance which would have a Material Adverse Effect. Except as set forth on Schedule 3n, with respect
to properties and assets it leases, each of the Company and its subsidiaries is in compliance with such leases and holds a valid
leasehold interest free of any liens, claims or encumbrances which would have a Material Adverse Effect.


 




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


 


p. Certain
Transactions. Except as set forth in the SEC Reports, none of the officers, 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 and restricted stock agreements under any equity compensation plan of the Company.


 


q. Insurance.
The Company and its subsidiaries have insurance policies of the type and in amounts customarily carried by organizations conducting
businesses or owning assets similar to those of the Company and its subsidiaries. There is no material claim pending under any
such policy as to which coverage has been questioned, denied or disputed by the underwriter of such policy.


 


r. SEC
Reports. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (the “SEC Reports”)
for the two (2) years preceding the date hereof (or such shorter period since the Company was first required by law or regulation
to file such material). There are no contracts, agreements or other documents that are required to be described in the SEC Reports
and/or to be filed as exhibits thereto that are not described, in all material respects, and/or filed as required. There has not
been any material change or amendment to, or any waiver of any material right under, any such contract or agreement that has not
been described in and/or filed as an exhibit to the SEC Reports.


 


s. 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 SEC with respect thereto as in effect at the time of filing. Such
financial statements have been prepared in accordance with GAAP applied on a consistent basis during the periods involved, 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 taken as a whole 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, year-end audit adjustments. The pro forma
financial information and the related notes, if any, included in the SEC Reports have been properly compiled and prepared in accordance
with the applicable requirements of the Securities Act and the regulations promulgated thereunder and fairly present in all material
respects the information shown therein, and the assumptions used in the preparation thereof are reasonable and the adjustments
used therein are appropriate to give effect to the transactions and circumstances referred to therein.


 






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t. Material
Changes. Since the date of the latest balance sheet of the Company included in the financial statements contained within the
SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, (i) there have been no
events, occurrences or developments that have had or would reasonably be expected to have a Material Adverse Effect with respect
to the Company, (ii) there have not been any changes in the authorized capital, assets, financial condition, business or operations
of the Company from that reflected in the financial statements contained within the SEC Reports except changes in the ordinary
course of business which have not been, either individually or in the aggregate, materially adverse to the business, properties,
financial condition, results of operations or future prospects of the Company, (iii) neither the Company nor any subsidiary has
incurred any material liabilities (contingent or otherwise) other than (A) trade payables, accrued expenses and other liabilities
incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in
the financial statements of the Company, pursuant to GAAP or to be disclosed in the SEC Reports, (iv) neither the Company nor
any subsidiary has materially altered its method of accounting or the manner in which it keeps its accounting books and records,
and (v) neither the Company nor any subsidiary has 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 (other than
in connection with repurchases of unvested stock issued to employees of the Company). The Company and its subsidiaries, individually
and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to
occur at the Closing, will not be Insolvent (as defined below). For purposes of this SectionError! Reference source not found.,
“Insolvent” means, with respect to the Company, on a consolidated basis with its subsidiaries, (i) the present
fair saleable value of the Company’s and its subsidiaries’ assets is less than the amount required to pay the Company’s
and its subsidiaries’ total indebtedness), (ii) the Company and its subsidiaries are unable to pay their debts and liabilities,
subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (iii) the Company and its
subsidiaries intend to incur or believe that they will incur debts that would be beyond their ability to pay as such debts mature.


 


u. Disclosure
Controls. The Company has established and maintains disclosure controls and procedures (as defined in Rules 13a-14 and 15d-15
under the Exchange Act) and such controls and procedures are effective in ensuring that material information relating to the Company,
including its subsidiaries, is made known to the principal executive officer and the principal financial officer.


 


v. Sarbanes-Oxley.
The Company is in compliance in all material respects with all of the provisions of the Sarbanes-Oxley Act of 2002 which are applicable
to it.


 


w. Off-Balance
Sheet Arrangements. There is no transaction, arrangement, or other relationship between the Company or any subsidiary and
an unconsolidated or other off-balance sheet entity that is required to be disclosed by the Company in its SEC Reports and is
not so disclosed or that otherwise would have a Material Adverse Effect.


 


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




 




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y. Brokers’
Fees. Neither of the Company nor any of its subsidiaries has any liability or obligation to pay any fees or commissions to
any broker, finder or agent with respect to the transactions contemplated by this Agreement, except for the payment of fees to
the Placement Agent as described in Section 2 above.


 


z. Disclosure
Materials. The SEC Reports and the Disclosure Materials taken as a whole do not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein (in the case of SEC Reports) or necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading. For the purposes of this Agreement “Disclosure
Materials” means the Transaction Documents previously provided to the Purchaser, as amended from time to time, relating
to the Offering and any supplement or amendment thereto, and any disclosure schedule or other information document, delivered
to the Purchaser prior to Purchaser’s execution of this Agreement, and any such document delivered to the Purchaser after
Purchaser’s execution of this Agreement and prior to the closing of the Purchaser’s subscription hereunder.


 


aa.
Investment Company. The Company is not required to be registered as, and is not an Affiliate of, and immediately
following the Closing will not be required to register as, an “investment company” within the meaning of the
Investment Company Act of 1940, as amended.


 


bb.
Reliance. The Company acknowledges that the Purchaser is relying on the representations and warranties (as
modified by the disclosures on the Disclosure Schedules (but excluding any disclosures contained under the heading
“Risk Factors” and any disclosures of risks included in any “forward looking statements” or
cautionary, predictive or forward-looking in nature) made by the Company hereunder and that such representations and
warranties (as modified by the disclosures on the Disclosure Schedule (but excluding any disclosures contained under the
heading “Risk Factors” and any disclosures of risks included in any “forward looking statements” or
cautionary, predictive or forward-looking in nature) are a material inducement to the Purchaser purchasing the
Shares.


 


cc.
Use of Proceeds. The Company presently intends to use the net proceeds from the Offering to fund the product
development, marketing and for working capital and other general corporate purposes and shall not use such proceeds: (a) for
the satisfaction of any portion of the Company’s debt (other than the 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 any securities
convertible into and/or exercisable for Common Stock, (c) for the settlement of any outstanding litigation or (d) in
violation of FCPA or OFAC (as defined below) regulations.


 


dd.
Bad Actor Disqualification. No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii)
of the Securities Act (a “Disqualification Event”) is applicable to the Company or, to the
Company’s knowledge, any Company Covered Person, except for a Disqualification Event as to which Rule
506(d)(2)(ii–iv) or (d)(3), is applicable. “Company Covered Person” means, with respect to the Company as
an “issuer” for purposes of Rule 506 promulgated under the Securities Act, any person listed in the first
paragraph of Rule 506(d)(1).


 


ee. 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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ff. Money
Laundering. The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with
applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970,
as amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money
Laundering Laws”), and no Action by or before any court or governmental agency, authority or body or any arbitrator
involving the Company or any subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company
or any subsidiary, threatened.


 


gg.
The Company’s transfer agent (the “Transfer Agent”) is a participant in and the Common Stock is
eligible for transfer pursuant to the Depository Trust Company Automated Securities Transfer Program.


 


hh. 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.


 


ii. The
Common Stock is registered pursuant to Section 12(g) of the Exchange Act, and the Company has taken no action designed to, or
which to its knowledge is likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act
nor has the Company received any notification that the SEC is contemplating terminating such registration.


 


4. Representations,
Warranties and Agreements of the Purchaser. The Purchaser, severally and not jointly with any other Purchaser, represents
and warrants to, and agrees with, the Company the following:


 


a. The
Purchaser has the knowledge and experience in financial and business matters necessary to evaluate the merits and risks of its
prospective investment in the Company, and has carefully reviewed and understands the risks of, and other considerations relating
to, the purchase of Shares and the tax consequences of the investment, and has the ability to bear the economic risks of the investment.
The Purchaser can afford the loss of his, her or its entire investment.


 


b. The
Purchaser is acquiring the Shares for investment for his, her or its own account and not with the view to, or for resale in connection
with, any distribution thereof. The Purchaser understands and acknowledges that the Offering and sale of the Shares have not been
registered under the Securities Act or any state securities laws, by reason of a specific exemption from the registration provisions
of the Securities Act and applicable state securities laws, which depends upon, among other things, the bona fide nature of the
investment intent as expressed herein. The Purchaser further represents that he, she or it does not have any contract, undertaking,
agreement or arrangement with any person to sell, transfer or grant participation to any third person with respect to any of the
Shares. The Purchaser understands and acknowledges that the Offering of the Shares will not be registered under the Securities
Act nor under the state securities laws on the ground that the sale of the Shares to the Purchaser as provided for in this Agreement
and the issuance of securities hereunder is exempt from the registration requirements of the Securities Act and any applicable
state securities laws. The Purchaser is an “accredited investor” as defined in Rule 501 of Regulation D as promulgated
by the SEC under the Securities Act, for the reason(s) specified on the Accredited Investor Certification attached
hereto as completed by Purchaser, and Purchaser shall submit to the Company such further assurances of such status as may be reasonably
requested by the Company. The Purchaser resides in the jurisdiction set forth on the Purchaser’s Omnibus Signature Page
affixed hereto. The Purchaser has not taken any of the actions set forth in, and is not subject to, the disqualification provisions
of Rule 506(d)(1) of the Securities Act.


 




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c. The
Purchaser (i) if a natural person, represents that he or she is the greater of (A) 21 years of age or (B) the age of legal majority
in his or her jurisdiction of residence, and has full power and authority to execute and deliver this Agreement and all other
related agreements or certificates and to carry out the provisions hereof and thereof; (ii) if a corporation, partnership, limited
liability company, association, joint stock company, trust, unincorporated organization or other entity, represents that such
entity was not formed for the specific purpose of acquiring the Shares, such entity is duly organized, validly existing and in
good standing under the laws of the state or jurisdiction of its organization, the consummation of the transactions contemplated
hereby is authorized by, and will not result in a violation of state law or its charter or other organizational documents, such
entity has full power and authority to execute and deliver this Agreement and all other related agreements or certificates and
to carry out the provisions hereof and thereof and to purchase and hold the Shares, the execution and delivery of this Agreement
has been duly authorized by all necessary action, this Agreement has been duly executed and delivered on behalf of such entity
and is a legal, valid and binding obligation of such entity; or (iii) if executing this Agreement in a representative or fiduciary
capacity, represents that he, she or it has full power and authority to execute and deliver this Agreement in such capacity and
on behalf of the subscribing individual, ward, partnership, trust, estate, corporation, or limited liability company or partnership,
or other entity for whom the Purchaser is executing this Agreement, and such individual, partnership, ward, trust, estate, corporation,
or limited liability company or partnership, or other entity has full right and power to perform pursuant to this Agreement and
make an investment in the Company, and represents that this Agreement constitutes a legal, valid and binding obligation of such
entity. The execution and delivery of this Agreement will not violate or be in conflict with any order, judgment, injunction,
agreement or controlling document to which the Purchaser is a party or by which it is bound.


 


d. The
Purchaser understands that the Shares are being offered and sold to him, her or it in reliance on specific exemptions from the
registration requirements of United States federal and state securities laws and that the Company is relying in part upon the
truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments
and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility
of such Purchaser to acquire such securities. The Purchaser further acknowledges and understands that the Company is relying on
the representations and warranties made by the Purchaser hereunder and that such representations and warranties are a material
inducement to the Company to sell the Shares to the Purchaser. The Purchaser further acknowledges that without such representations
and warranties of the Purchaser made hereunder, the Company would not enter into this Agreement with the Purchaser.


 


e. The
Purchase understands that, other than as expressly provided in the Registration Rights Agreement, the Company does not currently
intend to register the Shares under the Securities Act at any time in the future; and the undersigned will not immediately be
entitled to the benefits of Rule 144 with respect to the Shares. The Purchaser understands that no public market exists for the
Company’s Common Stock and that there can be no assurance that any public market for the Common Stock will exist or continue
to exist. The Company’s Common Stock is not approved for quotation on OTC Markets or any other quotation system or listed
on any exchange. The Company makes no representation, warranty or covenant with respect to the initiation of or continued quotation
of the Common Stock on the OTC Markets quotation or listing on any other market or exchange.


 






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f.
The Purchaser has received, reviewed and understood the information about the Company, including all Disclosure Materials, and
has had an opportunity to discuss the Company’s business, management and financial affairs with the Company’s management.
The Purchaser understands that such discussions, as well as any Disclosure Materials provided by the Company, were intended to
describe the aspects of the Company’s business and prospects and the Offering which the Company believes to be material,
but were not necessarily a thorough or exhaustive description, and except as expressly set forth in this Agreement, the Company
makes no representation or warranty with respect to the completeness of such information and makes no representation or warranty
of any kind with respect to any information provided by any entity other than the Company. Some of such information may include
projections as to the future performance of the Company, which projections may not be realized, may be based on assumptions which
may not be correct and may be subject to numerous factors beyond the Company’s control. The Purchaser acknowledges that
he, she or it is not relying upon any person or entity, other than the Company and its officers and directors, in making its investment
or decision to invest in the Company. Additionally, the Purchaser understands and represents that he, she or it is purchasing
the Shares notwithstanding the fact that the Company may disclose in the future certain material information the Purchaser has
not received, including (without limitation) financial statements of the Company for the current or prior fiscal periods, and
any subsequent period financial statements that will be filed with the SEC, that he, she or it is not relying on any such information
in connection with his, her or its purchase of the Shares and that he, she or it waives any right of action with respect to the
nondisclosure to him, her or it prior to his, her or its purchase of the Shares of any such information. Each Purchaser has sought
such accounting, legal and tax advice as the Purchaser has considered necessary to make an informed investment decision with respect
to his, her or its acquisition of the Shares.


 


g. The
Purchaser acknowledges that none of the Company or the Placement Agents is acting as a financial advisor or fiduciary of the Purchaser
(or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and
no investment advice has been given by the Company, the Placement Agents or any of their respective representatives or agents
in connection with the Transaction Documents and the transactions contemplated hereby and thereby. The Purchaser further represents
to the Company that the Purchaser’s decision to enter into the Transaction Documents has been based solely on the independent
evaluation by the Purchaser and the Purchaser’s representatives.


 


h. As
of the applicable Closing, all actions on the part of Purchaser, and its officers, directors and partners, if applicable, necessary
for the authorization, execution and delivery of this Agreement and the Registration Rights Agreement and the performance of all
obligations of the Purchaser hereunder and thereunder shall have been taken, and this Agreement and the Registration Rights Agreement,
assuming due execution by the parties hereto and thereto, constitute valid and legally binding obligations of the Purchaser, enforceable
in accordance with their respective terms, subject to: (i) judicial principles limiting the availability of specific performance,
injunctive relief, and other equitable remedies and (ii) bankruptcy, insolvency, reorganization, moratorium or other similar laws
now or hereafter in effect generally relating to or affecting creditors’ rights.


 


i. Purchaser
represents that neither it nor, to its knowledge, any person or entity controlling, controlled by or under common control with
it, nor any person having a beneficial interest in the Purchaser, nor any person on whose behalf the Purchaser is acting: (i)
is a person listed in the Annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order
Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named
on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control; (iii)
is a non-U.S. shell bank or is providing banking services indirectly to a non-U.S. shell bank; (iv) is a senior non-U.S. political
figure or an immediate family member or close associate of such figure; or (v) is otherwise prohibited from investing in the Company
pursuant to applicable U.S. anti-money laundering, anti-terrorist and asset control laws, regulations, rules or orders (categories
(i) through (v), each a “Prohibited Purchaser”). The Purchaser agrees to provide the Company, promptly
upon request, all information that the Company reasonably deems necessary or appropriate to comply with applicable U.S. anti-money
laundering, anti-terrorist and asset control laws, regulations, rules and orders. The Purchaser consents to the disclosure to
U.S. regulators and law enforcement authorities by the Company and its Affiliates and agents of such information about the Purchaser
as the Company reasonably deems necessary or appropriate to comply with applicable U.S. anti-money laundering, anti-terrorist
and asset control laws, regulations, rules and orders. If the Purchaser is a financial institution that is subject to the USA
Patriot Act, the Purchaser represents that it has met all of its obligations under the USA Patriot Act. The Purchaser acknowledges
that if, following its investment in the Company, the Company reasonably believes that the Purchaser is a Prohibited Purchaser
or is otherwise engaged in suspicious activity or refuses to promptly provide information that the Company requests, the Company
has the right or may be obligated to prohibit additional investments, segregate the assets constituting the investment in accordance
with applicable regulations or immediately require the Purchaser to transfer the Shares. The Purchaser further acknowledges that
neither the Purchaser nor any of the Purchaser’s Affiliates or agents will have any claim against the Company for any form
of damages as a result of any of the foregoing actions.


 






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j. If
the Purchaser is Affiliated with a non-U.S. banking institution (a “Foreign Bank”), or if the Purchaser
receives deposits from, makes payments on behalf of, or handles other financial transactions related to a Foreign Bank, the Purchaser
represents and warrants to the Company that: (1) the Foreign Bank has a fixed address, other than solely an electronic address,
in a country in which the Foreign Bank is authorized to conduct banking activities; (2) the Foreign Bank maintains operating records
related to its banking activities; (3) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign
Bank to conduct banking activities; and (4) the Foreign Bank does not provide banking services to any other Foreign Bank that
does not have a physical presence in any country and that is not a regulated Affiliate.


 


k. The
Purchaser or its duly authorized representative realizes that because of the inherently speculative nature of businesses of the
kind conducted and contemplated by the Company, the


 


Company’s
financial results may be expected to fluctuate from month to month and from period to period and will, generally, involve a high
degree of financial and market risk that could result in substantial or, at times, even total losses for investors in securities
of the Company. The Purchaser has carefully read the risk factors and other information included in the Memorandum. The Purchaser
has carefully considered such risk factors before deciding to invest in the Shares.


 


l. The
Purchaser has adequate means of providing for its current and anticipated financial needs and contingencies, is able to bear the
economic risk for an indefinite period of time and has no need for liquidity of the investment in the Shares and could afford
complete loss of such investment.


 


m. The
Purchaser is not subscribing for Shares as a result of or subsequent to any advertisement, article, notice or other communication,
published in any newspaper, magazine or similar media or broadcast over television, radio, or the internet, or presented at any
seminar or meeting, or any solicitation of a subscription by a person not previously known to the Purchaser in connection with
investments in securities generally.


 


n. The
Purchaser acknowledges that no U.S. federal or state agency or any other government or governmental agency has passed upon the
Shares or made any finding or determination as to the fairness, suitability or wisdom of any investments therein.


 


o.
Other than consummating the transactions contemplated hereunder, the Purchaser has not directly or indirectly, nor has any individual
or entity acting on behalf of or pursuant to any understanding with such Purchaser, executed any purchases or sales, including
Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser first received a
term sheet (written or oral) from the Company or any other individual or entity 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 Shares covered by
this Agreement. Other than to other individuals or entities party to this Agreement, such Purchaser has maintained the confidentiality
of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding
the foregoing, for avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any
actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect
Short Sales or similar transactions in the future. For purposes of this Agreement, “Short Sales” means
all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be deemed to include
the location and/or reservation of borrowable shares of Common Stock).


 






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p. The
Purchaser agrees to be bound by all of the terms and conditions of the Registration Rights Agreement and to perform all obligations
thereby imposed upon it.


 


q. The
Purchaser is aware that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of the Shares and
other activities with respect to the Shares by the Purchaser.


 


r. All
of the information concerning the Purchaser set forth herein, and any other information furnished by the Purchaser in writing
to the Company or a Placement Agent for use in connection with the transactions contemplated by this Agreement, is true, correct
and complete in all material respects as of the date of this Agreement, and, if there should be any material change in such information
prior to the Purchaser’s purchase of the Shares, the Purchaser will promptly furnish revised or corrected information to
the Company.


 


s. The
Purchaser has reviewed with its own tax advisors the U.S. federal, state, local and foreign tax consequences of this investment
and the transactions contemplated by the Transaction Documents. With respect to such matters, such Purchaser relies solely on
such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Purchaser
understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment
or the transactions contemplated by the Transaction Documents.


 


t.
If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended),
the Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection
with any invitation to subscribe for the Shares or any use of this Agreement, including (a) the legal requirements within its
jurisdiction for the purchase of the Shares; (b) any foreign exchange restrictions applicable to such purchase; (c) any governmental
or other consents that may need to be obtained; and (d) the income tax and other tax consequences, if any, that may be relevant
to the purchase, holding, redemption, sale or transfer of the Shares. The Purchaser’s subscription and payment for and continued
beneficial ownership of the Shares will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.


 


u.
(For ERISA plans only) The fiduciary of the Employee Retirement Income Security Act of 1974 (“ERISA”)
plan (the “Plan”) represents that such fiduciary has been informed of and understands the Company’s
investment objectives, policies and strategies, and that the decision to invest “plan assets” (as such term is defined
in ERISA) in the Company is consistent with the provisions of ERISA that require diversification of plan assets and impose other
fiduciary responsibilities. The Purchaser fiduciary or Plan (a) is responsible for the decision to invest in the Company; (b)
is independent of the Company or any of its Affiliates; (c) is qualified to make such investment decision; and (d) in making such
decision, the Purchaser fiduciary or Plan has not relied primarily on any advice or recommendation of the Company or any of its
Affiliates.


 






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v. Neither
the Purchaser nor, to the Purchaser’s knowledge, any of its directors, executive officers, other officers that may serve
as a director or officer of any company in which it invests, general partners or managing members is subject to any Disqualification
Events, except for Disqualification Events covered by Rule 506(d)(2)(ii) or (iii) under the Securities Act, and disclosed in writing
in reasonable detail to the Company.


 


w. The
Purchaser understands that there are substantial restrictions on the transferability of the Shares and that the certificates representing
the Shares shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against
transfer of such certificates or other instruments):


 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD,
PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES
ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION
OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED,
ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR APPLICABLE
STATE SECURITIES LAWS OR (3) SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT.


 


In
addition, if any Purchaser is an Affiliate of the Company, certificates evidencing the Shares issued to such Purchaser may bear
a customary “Affiliates” legend.


 


The
Company shall be obligated to promptly reissue unlegended certificates upon the request of any holder thereof (x) at such time
as the holding period under Rule 144 or another applicable exemption from the registration requirements of the Securities Act
has been satisfied or (y) at such time as a registration statement is available for the transfer of the Shares. The Company is
entitled to request from any holder requesting unlegended certificates under clause (x) of the foregoing sentence an opinion of
counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed
of without registration, qualification or legend.


 


x. If
the Purchaser is an individual, then the Purchaser resides in the state or province identified in the address of the Purchaser
set forth on such Purchaser’s Omnibus Signature Page to this Agreement; if the Purchaser is a partnership, corporation,
limited liability company or other entity, then the office or offices of the Purchaser in which its principal place of business
is identified in the address or addresses of the Purchaser set forth on such Purchaser’s Omnibus Signature Page to this
Agreement.


 


 y. Intentionally Omitted.




 


z. Each
Purchaser purchasing Shares in any Subsequent Closing represents that it (1) has a substantive, pre-existing relationship with
the Company or (2) has direct contact by the Company or its Placement Agents outside of the Offering and (3) was not identified
or contacted through the marketing of the public offering and (4) did not independently contact the issuer as a result of general
solicitation or any press release or any other public disclosure disclosing the material terms of the Offering.


 






    17


     


    

 


aa. To
effectuate the terms and provisions hereof, the Purchaser hereby appoints Laidlaw as its attorney-in-fact (and Laidlaw hereby
accepts such appointment) for the purpose of carrying out the provisions of the Escrow Agreement by and between the Company, Laidlaw
and Signature Bank (the “Escrow Agreement”) including, without limitation, taking any action on behalf
of, or at the instruction of, the Purchaser and executing any release notices required under the Escrow Agreement and taking any
action and executing any instrument that Laidlaw may deem necessary or advisable (and lawful) to accomplish the purposes hereof.
All acts done under the foregoing authorization are hereby ratified and approved and neither Laidlaw nor any designee nor agent
thereof shall be liable for any acts of commission or omission, for any error of judgment, for any mistake of fact or law except
for acts of gross negligence or willful misconduct. This power of attorney, being coupled with an interest, is irrevocable while
the Escrow Agreement remains in effect.


 


5. Conditions
to Company’s Obligations at the applicable Closing. The Company’s obligation to complete the sale and issuance
of the Shares and deliver the Shares to each Purchaser, individually, at the applicable Closing shall be subject to the following
conditions to the extent not waived by the Company:


 


a. Receipt
of Payment. The Company shall have received payment, by certified or other bank check or by wire transfer of immediately available
funds, in the full amount of the Purchase Price for the number of Shares being purchased by such Purchaser at such Closing.


 


b. Representations
and Warranties. The representations and warranties made by each Purchaser in Section 4 of the applicable Subscription Agreement
with respect to such Closing shall be true and correct in all respects when made, and shall be true and correct in all respects
on the applicable Closing date with the same force and effect as if they had been made on and as of said date.


 


c. Performance.
The Purchaser shall have performed in all material respects all obligations and covenants herein required to be performed by it
on or prior to the applicable Closing.


 


d. Receipt
of Executed Documents. Each Purchaser participating in such Closing shall have executed and delivered to the Company the Omnibus
Signature Page, the Purchaser Questionnaire and the Selling Securityholder Questionnaire (as defined in the Registration Rights
Agreement).


 


e. Minimum
Offering. In connection with the Initial Closing Only, the Initial Closing shall be for at least the Minimum Offering Amount.


 


 f. Intentionally Omitted.




 


g. Qualifications.
All authorizations, approvals or permits, of any governmental authority or regulatory body of the United States or of any state
that are required in connection with the lawful issuance and sale of the Shares pursuant to this Agreement at each Closing shall
be obtained and effective as of such Closing except for Blue Sky law permits and qualifications that may be properly obtained
after such Closing.


 






    18


     


    

 


6. Conditions
to Purchasers’ Obligations at the applicable Closing. Each Purchaser’s obligation to accept delivery of the
Shares and to pay for the Shares at the applicable Closing shall be subject to the following conditions to the extent not waived
by the holders of at least a majority of the Shares to be purchased at such Closing and the Placement Agents on behalf of the
Purchasers at the applicable Closing:


 


a. Representations
and Warranties. The representations and warranties made by the Company in Section 3 hereof (as modified by the disclosures
on the Disclosure Schedule (but excluding any disclosures contained under the heading “Risk Factors” and any disclosure
of risks included in any “forward-looking statements” disclaimer or in any other section to the extent they are forward-looking
statements or cautionary, predictive or forward-looking in nature) shall be true and correct in all material respects (except
to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which
case, such representation and warranty shall be true and correct in all respects as so qualified) as of, and as if made on, the
date of this Agreement and as of such Closing Date, except to the extent any such representation or warranty expressly speaks
as of an earlier date, in which case such representation or warranty shall be true and in all material respects correct as of
such earlier date (except in each case to the extent any such representation and warranty is qualified by materiality or reference
to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects as so qualified).


 


b. Performance.
The Company shall have performed in all material respects all obligations and covenants herein required to be performed by it
on or prior to the applicable Closing.


 


c. Receipt
of Executed Transaction Documents. In connection with the Initial Closing only, the Company shall have executed and delivered
to the Placement Agents the Registration Rights Agreement and the Escrow Agreement.


 


d. Minimum
Offering. In connection with the Initial Closing only, the Initial Closing shall be at least for the Minimum Offering.


 


e. Certificate.
In connection with the each Closing, the Chief Executive Officer of the Company shall execute and deliver to the Placement Agents
a certificate addressed to the Purchasers to the effect that the representations and warranties of the Company in Section 3 hereof
(as modified by the disclosures on the Disclosure Schedule (but excluding any disclosures contained under the heading “Risk
Factors” and any disclosure of risks included in any “forward-looking statements” disclaimer or in any other
section to the extent they are forward-looking statements or cautionary, predictive or forward-looking in nature) shall be true
and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or
reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects
as so qualified) as of, and as if made on, the date of the such Closing.


 


f. Good
Standing. The Company and each of its subsidiaries shall be a corporation or other business entity duly organized, validly
existing, and in good standing under the laws of the jurisdiction of its formation.


 


g. Judgments.
No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy
court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have
been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby.


 


h. Legal
Opinion. At each Closing, legal counsel for the Company shall deliver an opinion to Purchaser and the Placement Agents, dated
as of such Closing, in form and substance reasonably acceptable to the Placement Agents.


 




    19


     


    

 


i. Issuance
in Compliance with Laws. The sale and issuance of the Shares shall be legally permitted by all laws and regulations to which
the Company is subject.


 


j. No
Material Adverse Effect. Since the date hereof, there shall not have occurred any effect, event, condition or circumstance
(including, without limitation, the initiation of any litigation or other legal, regulatory or investigative proceeding) that
individually or in the aggregate, with or without the passage of time, the giving of notice, or both, that has had, or could reasonably
be expected to have, a Material Adverse Effect or which could adversely affect the Company’s ability to perform its respective
obligations under this Agreement or any of the other Transaction Documents.


 


k. Updated
Disclosures. As to any Subsequent Closing, the Company must have delivered to the Purchasers an updated set of schedules in
accordance with Section 3 and such updated schedules do not reveal any information or
the occurrence, since the Initial Closing Date, of any effect, event, condition or circumstance, which individually, or in the
aggregate, has had or could reasonably be expected to have, a Material Adverse Effect and do not include any state of facts that
occur as a result of the breach by the Company of any of its obligations under this Agreement or any of the other Transaction
Documents.


 


 7. Indemnification.




 


a. The
Company agrees to indemnify and hold harmless the Purchaser, and its directors, officers, stockholders, 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, stockholders, 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 person (collectively, the “Purchaser Indemnitees”), from and against
all losses, liabilities, claims, damages, costs, fees and expenses whatsoever (including, but not limited to, any and all expenses
incurred in investigating, preparing or defending against any litigation commenced or threatened) based upon or arising out of
the Company’s breach of any representation, warranty or covenant contained herein; provided, however, that the Company will
not be liable in any such case to the extent and only to the extent that any such loss, liability, claim, damage, cost, fee or
expense arises out of or is based upon the inaccuracy of any representations made by such indemnified party in this Agreement,
or the failure of such indemnified party to comply with the covenants and agreements contained herein. The liability of the Company
under this paragraph shall not exceed the total Purchase Price paid by the Purchaser hereunder, except in the case of fraud.


 






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b. Promptly
after receipt by an indemnified party under this Section 7 of notice of the commencement of any Action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying
party in writing of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any
liability which it may have to any indemnified party otherwise than under this Section 7 except to the extent the indemnified
party is actually prejudiced by such omission. In case any such Action is brought against any indemnified party, and it notifies
the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and to the
extent that it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from
such indemnified party, to assume the defense thereof, with counsel satisfactory to such indemnified party; provided, however,
if the defendants in any such Action include both the indemnified party and the indemnifying party and either (i) the indemnifying
party or parties and the indemnified party or parties mutually agree or (ii) representation of both the indemnifying party
or parties and the indemnified party or parties by the same counsel is inappropriate under applicable standards of professional
conduct due to actual or potential differing interests between them, the indemnified party or parties shall have the right to
select separate counsel to assume such legal defenses and to otherwise participate in the defense of such Action on behalf of
such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election
so to assume the defense of such Action and approval by the indemnified party of counsel, the indemnifying party will not be liable
to such indemnified party under this Section 7 for any reasonable legal or other expenses subsequently incurred by such indemnified
party in connection with the defense thereof unless (i) the indemnified party shall have employed counsel in connection with the
assumption of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that
the indemnifying party shall not be liable for the expenses of more than one separate counsel in such circumstance), (ii) the
indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within
a reasonable time after notice of commencement of the Action or (iii) the indemnifying party has authorized the employment of
counsel for the indemnified party at the expense of the indemnifying party. No indemnifying party shall (i) without the prior
written consent of the indemnified parties (which consent shall not be unreasonably withheld), settle or compromise or consent
to the entry of any judgment with respect to any pending or threatened Action in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such Action) unless such settlement,
compromise or consent requires only the payment of money damages, does not subject the indemnified party to any continuing obligation
or require any admission of criminal or civil responsibility, and includes an unconditional release of each indemnified party
from all liability arising out of such Action, or (ii) be liable for any settlement of any such Action effected without its written
consent (which consent shall not be unreasonably withheld), but if settled with its written consent or if there be a final judgment
of the plaintiff in any such Action, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and
against any loss or liability by reason of such settlement or judgment.


 


c. Purchaser
acknowledges on behalf of itself and each Purchaser Indemnitee that, other than for actions seeking specific performance of the
obligations under this Agreement or in the case of fraud, the sole and exclusive remedy of the Purchaser and the Purchaser Indemnitee
with respect to any and all claims relating to this Agreement shall be pursuant to the indemnification provisions set forth in
this Section 7.


 


8. Revocability;
Binding Effect. The subscription hereunder may be revoked prior to the Closing thereon, provided that written notice of
revocation is sent and is received by the Company or a Placement Agent at least one Business Day prior to the applicable Closing
on such subscription. The Purchaser hereby acknowledges and agrees that this Agreement shall survive the death or disability of
the Purchaser and shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors,
legal representatives and permitted assigns. If the Purchaser is more than one person, the obligations of the Purchaser hereunder
shall be joint and several and the agreements, representations, warranties and acknowledgments herein shall be deemed to be made
by and be binding upon each such person and such person’s heirs, executors, administrators, successors, legal representatives
and permitted assigns. For the purposes of this Agreement, “Business Day” means a day, other than a
Saturday or Sunday, on which banks in New York City are open for the general transaction of business.


 






    21


     


    

 


 9. Miscellaneous.




 


a. Modification.
This Agreement shall not be amended, modified or waived except by an instrument in writing signed by the Company and the holders
of at least a majority of the then held Shares. Any amendment, modification or waiver effected in accordance with this Section
9(a) shall be binding upon the Purchaser and each transferee of the Shares, each future holder of all such Shares, and the Company.


 


b. Immaterial
Modifications to the Registration Rights Agreement. The Company and the Placement Agents may, at any time prior to the Initial
Closing, amend the Registration Rights Agreement if necessary to clarify any provision therein, without first providing notice
or obtaining prior consent of the Purchaser.


 


c. Third-Party
Beneficiary. The Placement Agents shall be express third party beneficiaries of the representations and warranties
included in Sections 3 and 4 of this Agreement. 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 7 and this Section 9(c).


 


d. Notices.
Any notice, consents, waivers or other communication required or permitted to be given hereunder shall be in writing and will
be deemed to have been delivered: (i) upon receipt, when personally delivered; (ii) upon receipt when sent by certified mail,
return receipt requested, postage prepaid; (iii) upon receipt, when sent by facsimile (provided confirmation of transmission is
mechanically or electronically generated and kept on file by the sending party; (iv) when sent, if by e-mail, (provided that such
sent e-mail is kept on file (whether electronically or otherwise) by the sending party and the sending party does not receive
an automatically generated message from the recipient’s e-mail server that such e-mail could not be delivered to such recipient);
or (v) one (1) Business Day after deposit with an overnight courier service with next day delivery specified, in each case, properly
addressed to the party to receive the same. The addresses, facsimile numbers and email addresses for such communications shall
be:


 


(a)
if to the Company, at


 


Amesite
Inc.


205
East Washington Street


Suite
B


Ann
Arbor, Michigan 48104


Attn:
Ann Marie Sastry, CEO


Facsimile:
N/A


Email:
ams@amesite.com


 


with
copies (which shall not constitute notice) to:


 


Sheppard,
Mullin, Richter & Hampton LLP


30
Rockefeller Plaza


New
York, New York 10112


Attn:
Richard A. Friedman, Esq.


Facsimile:
212.653.8701


Email:
rafriedman@sheppardmullin.com


 


Ogawa
Professional Corporation


313
Bryant Court


Palo
Alto, California 94301


Attn:
Richard Ogawa, Esq.


Email:
richard@rtogawa.com


 


or


 






    22


     


    

 


 (b) if to the Purchaser, at the address set forth on the Omnibus Signature Page hereof (or, in either case, to such other address as the party shall have furnished in writing in accordance with the provisions of this Section). Any notice or other communication given by certified mail shall be deemed given at the time of certification thereof, except for a notice changing a party’s address which shall be deemed given at the time of receipt thereof.




 


e. Assignability.
This Agreement and the rights, interests and obligations hereunder are not transferable or assignable by the Company, and
the transfer or assignment of the Shares shall be made only in accordance with all applicable laws. Applicable Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference
to the principles thereof relating to the conflict of laws.


 


g. Arbitration.
All disputes arising out of or in connection with this Agreement shall be submitted to the International Court of Arbitration
of the International Chamber of Commerce and shall be finally settled under the Rules of Arbitration of the International Chamber
of Commerce by one or more arbitrators appointed in accordance with the said Rules. The place of arbitration shall be New York,
New York.


 


h. Form
D; Blue Sky Qualification. The Company agrees to timely file a Form D with respect to the Securities and to provide a copy
thereof, promptly upon request of any Purchaser. The Company shall take such action as the Company shall reasonably determine
is necessary in order to obtain an exemption for, or to qualify the Securities for, sale to the Purchaser at such 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.


 


i. Use
of Pronouns. All pronouns and any variations thereof used herein shall be deemed to refer to the masculine, feminine,
neuter, singular or plural as the identity of the person or persons referred to may require.


 


j. Securities
Law Disclosure; Publicity. The Company will file a Current Report on Form 8-K with the SEC within the time required
by the Exchange Act disclosing the material terms of the transactions contemplated hereby. The Company shall not publicly disclose
the name of any Purchaser or an Affiliate of any Purchaser, or include the name of any Purchaser or an Affiliate of any Purchaser
in any press release or filing with the SEC (other than the Registration Statement) or any regulatory agency or principal trading
market, without the prior written consent of such Purchaser, except (i) as required by federal securities law in connection with
(A) any registration statement contemplated by the Registration Rights Agreement and (B) the filing of final Transaction Documents
with the SEC or (ii) to the extent such disclosure is required by law, request of the staff of the SEC or of any regulatory agency
or principal trading market regulations, in which case the Company shall provide the Purchasers with prior written notice of such
disclosure permitted under this sub-clause (ii). From and after the filing of the Current Report on Form 8-K, no Purchaser shall
be in possession of any material, non-public information received from the Company or any of its respective officers, directors,
employees or agents that is not disclosed in the Current Report on Form 8-K unless a Purchaser shall have executed a written agreement
regarding the confidentiality and use of such information. 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 as described
in this Section 9, such Purchaser will maintain the confidentiality of all disclosures made to it in connection with such transactions
(including the existence and terms of such transactions).


 


k.
Non-Public Information. Except for information (including the terms of this Agreement and the transactions contemplated
hereby) that will be disclosed on a Current Report on Form 8-K, the Company shall not and shall cause each of its officers, directors,
employees and agents, not to, provide any Purchaser with any material, non-public information regarding the Company without the
express written consent of such Purchaser.


 






    23


     


    

 


l. This
Agreement, together with the Registration Rights Agreement, and all exhibits, schedules and attachments hereto and thereto and
any confidentiality agreement between the Purchaser and the Company, constitute the entire agreement between the Purchaser and
the Company with respect to the Offering and supersede all prior oral or written agreements and understandings, if any, relating
to the subject matter hereof. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom
granted, only by a written document executed by the party entitled to the benefits of such terms or provisions.


 


m. If
the Shares are certificated and any certificate or instrument evidencing any Shares is mutilated, lost, stolen or destroyed, the
Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof, or in lieu of and substitution
therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company and the Transfer
Agent of such loss, theft or destruction and the execution by the holder thereof of a customary lost certificate affidavit of
that fact and an agreement to indemnify and hold harmless the Company and the Transfer Agent for any losses in connection therewith
or, if required by the Transfer Agent, a bond in such form and amount as is required by the Transfer Agent. The applicants for
a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs associated with the issuance
of such replacement Shares. If a replacement certificate or instrument evidencing any Shares is requested due to a mutilation
thereof, the Company may require delivery of such mutilated certificate or instrument as a condition precedent to any issuance
of a replacement.


 


n. Each
of the parties hereto shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers or others
engaged by such party) in connection with this Agreement and the transactions contemplated hereby, whether or not the transactions
contemplated hereby are consummated. The Company shall pay all expenses and fees of its counsel in connection with the issuance
of an opinion to the Transfer Agent for the removal of any legend on the Shares.


 


o. This
Agreement may be executed in one or more original or facsimile or by an e-mail which contains a portable document format (.pdf)
file of an executed signature page counterparts, each of which shall be deemed an original, but all of which shall together constitute
one and the same instrument and which shall be enforceable against the parties actually executing such counterparts. The exchange
of copies of this Agreement and of signature pages by facsimile transmission or in .pdf format shall constitute effective execution
and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures
of the parties transmitted by facsimile or by e-mail of a document in pdf format shall be deemed to be their original signatures
for all purposes.


 


p. Each
provision of this Agreement shall be considered separable and, if for any reason any provision or provisions hereof are determined
to be invalid or contrary to applicable law, such invalidity or illegality shall not impair the operation of or affect the remaining
portions of this Agreement.


 


q. Paragraph
titles are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text.


 


r.
The Purchaser understands and acknowledges that there may be multiple Closings for the Offering.


 


s. The
Purchaser hereby agrees to furnish the Company such other information as the Company may request prior to the applicable Closing
with respect to its subscription hereunder.


 




    24


     


    

 


t. The
representations and warranties of the Company and each Purchaser contained in or made pursuant to this Agreement shall survive
the execution and delivery of this Agreement for a period of one (1) year from the date of the applicable Closing and shall in
no way be affected by any investigation or knowledge of the subject matter thereof made by or on behalf of the Purchasers or the
Company.


 


u. Omnibus
Signature Page. This Agreement is intended to be read and construed in conjunction with the Registration Rights Agreement.
Accordingly, pursuant to the terms and conditions of this Agreement and the Registration Rights Agreement, it is hereby agreed
that the execution by the Purchaser of this Agreement, in the place set forth on the Omnibus Signature Page below, shall constitute
agreement to be bound by the terms and conditions hereof and the terms and conditions of the Registration Rights Agreement, with
the same effect as if each of such separate but related agreement were separately signed.


 


v. Public
Disclosure. Neither the Purchaser nor any officer, manager, director, member, partner, stockholder, employee, Affiliate,
Affiliated person or entity of the Purchaser shall make or issue any press releases or otherwise make any public statements or
make any disclosures to any third person or entity with respect to the transactions contemplated herein and will not make or issue
any press releases or otherwise make any public statements of any nature whatsoever with respect to the Company without the Company’s
express prior approval (which may be withheld in the Company’s sole discretion), except to the extent such disclosure is
required by law, request of the staff of the SEC or of any regulatory agency or principal trading market regulations.


 


w. Potential
Conflicts. The Placement Agents, their sub-agents, legal counsel to the Company, the Placement Agents and/or their
respective Affiliates, principals, representatives or employees may now or hereafter own shares of the Company.


 


x. Independent
Nature of Each Purchaser’s Obligations and Rights. For avoidance of doubt, the obligations of the Purchaser under this
Agreement are several and not joint with the obligations of any other Purchaser, and the Purchaser shall not be responsible in
any way for the performance of the obligations of any other Purchaser under any other Subscription Agreement. Nothing contained
herein and no action taken by the Purchaser shall be deemed to constitute the Purchaser 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 this Agreement and any other Subscription Agreements. The
Purchaser shall be entitled to independently protect and enforce its rights, including without limitation the rights arising out
of this Agreement, and it shall not be necessary for any other Purchaser to be joined as an additional party in any proceeding
for such purpose.


 


[Signature
page follows.]


 






    25


     


    

 





IN
WITNESS WHEREOF, the Company has duly executed this Agreement as of the ____ day of _________, 2019.


 


	 	AMESITE
    INC.
	 	 
	 	By:	                      
	 	Name: 	 
	 	Title:	 





 






     


     


    

 


EXHIBIT
A


 


Form
of Registration Rights Agreement