COMMON STOCK PURCHASE
AGREEMENT


Dated as of December 8, 2021


by and between


AEYE, INC.


and


TUMIM STONE CAPITAL LLC


 


 


 


 


 


 


    	 	 	 



     


    


Table
of Contents


	Page
	 	 
	Article I DEFINITIONS	1
	 	 
	Article II PURCHASE AND SALE OF COMMON STOCK	1
	 	Section 2.1.	Purchase and Sale of Stock	1
	 	Section 2.2.	Closing; Closing Date	2
	 	Section 2.3.	Initial Public Announcements and Required Filings	2
	 	 
	Article III PURCHASE TERMS	3
	 	Section 3.1.	VWAP Purchases	3
	 	Section 3.2.	Settlement	3
	 	Section 3.3.	Compliance with Rules of Trading Market.	4
	 	Section 3.4.	Beneficial Ownership Limitation	5
	 	 
	Article IV REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE INVESTOR	6
	 	Section 4.1.	Organization and Standing of the Investor	6
	 	Section 4.2.	Authorization and Power	6
	 	Section 4.3.	No Conflicts	6
	 	Section 4.4.	Investment Purpose	7
	 	Section 4.5.	Accredited Investor Status	7
	 	Section 4.6.	Reliance on Exemptions	7
	 	Section 4.7.	Information	7
	 	Section 4.8.	No Governmental Review	8
	 	Section 4.9.	No General Solicitation	8
	 	Section 4.10.	Not an Affiliate	8
	 	Section 4.11.	Certain Trading Activities	8
	 	Section 4.12.	Statutory Underwriter Status	9
	 	Section 4.13.	Resales of Securities	9
	 	 
	Article V REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY	9
	 	Section 5.1.	Organization, Good Standing and Power	9
	 	Section 5.2.	Authorization, Enforcement	9
	 	Section 5.3.	Capitalization	10
	 	Section 5.4.	Issuance of Securities	10
	 	Section 5.5.	No Conflicts	11
	 	Section 5.6.	Commission Documents, Financial Statements; Disclosure Controls and Procedures; Internal Controls Over Financial Reporting; Accountants	11
	 	Section 5.7.	Subsidiaries	14
	 	Section 5.8.	No Material Adverse Effect or Material Adverse Change	14
	 	Section 5.9.	No Undisclosed Liabilities	15
	 	Section 5.10.	No Material Defaults	15
	 	Section 5.11.	Solvency	15
	 	Section 5.12.	Title To Assets	15
	 	Section 5.13.	Actions Pending	16



 


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	 	Section 5.14.	Compliance With Laws	16
	 	Section 5.15.	Certain Fees	16
	 	Section 5.16.	Disclosure	16
	 	Section 5.17.	Permits; Intellectual Property; IT Systems; Data Privacy	17
	 	Section 5.18.	Environmental Compliance	20
	 	Section 5.19.	Material Agreements	20
	 	Section 5.20.	Transactions With Affiliates	21
	 	Section 5.21.	Employees; Labor Laws	21
	 	Section 5.22.	Use of Proceeds	22
	 	Section 5.23.	Investment Company Act Status	22
	 	Section 5.24.	ERISA	22
	 	Section 5.25.	Taxes	22
	 	Section 5.26.	Insurance	23
	 	Section 5.27.	Exemption from Registration	23
	 	Section 5.28.	No General Solicitation or Advertising	23
	 	Section 5.29.	No Integrated Offering	23
	 	Section 5.30.	Manipulation of Price	23
	 	Section 5.31.	Securities Act	24
	 	Section 5.32.	Listing and Maintenance Requirements; DTC Eligibility	24
	 	Section 5.33.	Application of Takeover Protections	24
	 	Section 5.34.	No Unlawful Payments	24
	 	Section 5.35.	Money Laundering Laws	25
	 	Section 5.36.	OFAC	25
	 	Section 5.37.	U.S. Real Property Holding Corporation	26
	 	Section 5.38.	No Disqualification Events	26
	 	Section 5.39.	Stock Option Plans	26
	 	Section 5.40.	Acknowledgement Regarding Investor’s Acquisition of Securities	26
	 	 
	Article VI ADDITIONAL COVENANTS	27
	 	Section 6.1.	Securities Compliance	27
	 	Section 6.2.	Reservation of Common Stock	27
	 	Section 6.3.	Registration and Listing	27
	 	Section 6.4.	Compliance with Laws	28
	 	Section 6.5.	Keeping of Records and Books of Account; Due Diligence.	28
	 	Section 6.6.	No Frustration; No Variable Rate Transactions.	28
	 	Section 6.7.	Corporate Existence	29
	 	Section 6.8.	Fundamental Transaction	29
	 	Section 6.9.	Selling Restrictions	29
	 	Section 6.10.	Effective Registration Statement	30
	 	Section 6.11.	Blue Sky	30
	 	Section 6.12.	Non-Public Information	30
	 	Section 6.13.	Broker/Dealer	30
	 	Section 6.14.	Disclosure Schedule	30
	 	Section 6.15.	Delivery of Bring Down Opinions and Compliance Certificates Upon Occurrence of Certain Events	31
	 	 



 


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	Article VII CONDITIONS TO CLOSING, COMMENCEMENT AND VWAP PURCHASES	32
	 	Section 7.1.	Conditions Precedent to Closing	32
	 	Section 7.2.	Conditions Precedent to Commencement	33
	 	Section 7.3.	Conditions Precedent to VWAP Purchases after Commencement Date	36
	 	 
	Article VIII TERMINATION	40
	 	Section 8.1.	Automatic Termination	40
	 	Section 8.2.	Other Termination	40
	 	Section 8.3.	Effect of Termination	41
	 	 
	Article IX INDEMNIFICATION	42
	 	Section 9.1.	Indemnification of Investor	42
	 	Section 9.2.	Indemnification Procedures	43
	 	 
	Article X MISCELLANEOUS	44
	 	Section 10.1.	Certain Fees and Expenses; Commitment Shares; Commencement Irrevocable Transfer Agent Instructions.	44
	 	Section 10.2.	Specific Enforcement, Consent to Jurisdiction, Waiver of Jury Trial.	46
	 	Section 10.3.	Entire Agreement	47
	 	Section 10.4.	Notices	47
	 	Section 10.5.	Waivers	48
	 	Section 10.6.	Amendments	48
	 	Section 10.7.	Headings	48
	 	Section 10.8.	Construction	49
	 	Section 10.9.	Binding Effect	49
	 	Section 10.10.	No Third Party Beneficiaries	49
	 	Section 10.11.	Governing Law	49
	 	Section 10.12.	Survival	49
	 	Section 10.13.	Counterparts	49
	 	Section 10.14.	Publicity	50
	 	Section 10.15.	Severability	50
	 	Section 10.16.	Further Assurances	50


 


Annex I. Definitions


 


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COMMON STOCK
PURCHASE AGREEMENT


This COMMON STOCK PURCHASE
AGREEMENT is made and entered into as of December 8, 2021 (this “Agreement”), by and between Tumim Stone
Capital LLC, a Delaware limited liability company (the “Investor”), and AEye, Inc., a Delaware corporation (f/k/a
CF Finance Acquisition Corp. III, a Delaware corporation) (the “Company”).


RECiTALS


WHEREAS, the parties
desire that, upon the terms and subject to the conditions and limitations set forth herein, the Company may issue and sell to the Investor,
from time to time as provided herein, and the Investor shall purchase from the Company, up to the lesser of (i) $125,000,000 worth of
newly issued shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), and (ii)
the Exchange Cap (to the extent applicable under Section 3.3 hereof);


WHEREAS, such sales
of Common Stock by the Company to the Investor will be made in reliance upon the provisions of Section 4(a)(2) of the Securities Act (“Section
4(a)(2)”) and Rule 506(b) of Regulation D promulgated by the Commission under the Securities Act (“Regulation D”),
and upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all
of the sales of Common Stock to the Investor to be made hereunder;


WHEREAS, the parties
hereto are concurrently entering into a Registration Rights Agreement in the form attached as Exhibit A hereto (the “Registration
Rights Agreement”), pursuant to which the Company shall register the resale of the Registrable Securities (as defined in
the Registration Rights Agreement), upon the terms and subject to the conditions set forth therein; and


WHEREAS, in consideration
for the Investor’s execution and delivery of this Agreement, the Company is concurrently causing its transfer agent to issue to
the Investor the Commitment Shares pursuant to and in accordance with Section 10.1(ii).


NOW, THEREFORE, the
parties hereto, intending to be legally bound, hereby agree as follows:


Article
I

DEFINITIONS


Capitalized terms used
in this Agreement shall have the meanings ascribed to such terms in Annex I hereto, and hereby made a part hereof, or as otherwise
set forth in this Agreement.


Article
II

PURCHASE AND SALE OF COMMON STOCK


Section 2.1.        
Purchase and Sale of Stock. Upon the terms and subject to the conditions of this Agreement, during the Investment Period,
the Company, in its sole discretion, shall have the right, but not the obligation, to issue and sell to the Investor, and the Investor
shall purchase from the Company, up to the lesser of (i) $125,000,000 (the “Total Commitment”) in aggregate
gross purchase price of duly authorized, validly issued, fully paid and non-assessable shares of Common Stock and (ii) the Exchange Cap,
to the extent applicable under Section 3.3 (such lesser amount of shares of Common Stock, the “Aggregate Limit”),
by the delivery to the Investor of VWAP Purchase Notices as provided in Article III.


    	 		 



     


    

Section 2.2.        
Closing; Closing Date. This Agreement shall become effective and binding (the “Closing”) upon
(a) the payment of the Investor Expense Reimbursement to the Investor at or prior to the Closing pursuant to Section 10.1(i), (b) the
delivery of irrevocable instructions to issue the Commitment Shares to the Investor or its designees as provided in Section 10.1(ii),
(c) the delivery of counterpart signature pages of this Agreement and the Registration Rights Agreement executed by each of the parties
hereto and thereto, and (d) the delivery of all other documents, instruments and writings required to be delivered at the Closing, in
each case as provided in Section 7.1, to the offices of Dorsey & Whitney LLP, 51 West 52nd Street, New York, NY 10019-6119,
at 8:30 a.m., New York City time, on the date of this Agreement (the “Closing Date”).


Section 2.3.        
Initial Public Announcements and Required Filings. The Company shall, within the time period required under the Exchange
Act, file with the Commission a current report on Form 8-K describing the material terms of the transactions contemplated by the Transaction
Documents, including, without limitation, the issuance of the Commitment Shares to the Investor, and attaching as exhibits thereto copies
of each of this Agreement, the Registration Rights Agreement and, if applicable, any press release issued by the Company disclosing the
execution of this Agreement and the Registration Rights Agreement by the Company (including all exhibits thereto, the “Current
Report”). The Company shall provide the Investor a reasonable opportunity to comment on a draft of the Current Report prior
to filing the Current Report with the Commission and shall give due consideration to all such comments. From and after the filing of the
Current Report with the Commission, the Company shall have publicly disclosed all material, nonpublic information delivered to the Investor
(or the Investor’s representatives or agents) by the Company, or any of its officers, directors, employees, agents or representatives
(if any) in connection with the transactions contemplated by the Transaction Documents. The Investor covenants that until such time as
the transactions contemplated by this Agreement are publicly disclosed by the Company as described in this Section 2.3, the Investor shall
maintain the confidentiality of all disclosures made to it in connection with the transactions contemplated by the Transaction Documents
(including the existence and terms of the transactions), except that the Investor may disclose the terms of such transactions to its financial,
accounting, legal and other advisors (provided that the Investor directs such Persons to maintain the confidentiality of such information).
Not later than 15 calendar days following the Closing Date, the Company shall file a Form D with respect to the issuance and sale of the
Securities in accordance with Regulation D and shall provide a copy thereof to the Investor promptly after such filing. The Company shall
use its commercially reasonable efforts to prepare and, as soon as practicable, but in no event later than the applicable Filing Deadline,
file with the Commission the Initial Registration Statement and any New Registration Statement covering only the resale by the Investor
of the Registrable Securities in accordance with the Securities Act and the Registration Rights Agreement. At or before 5:30 p.m. (New
York City time) on the second (2nd) Trading Day immediately following the Effective Date of the Initial Registration Statement
and any New Registration Statement (or any post-effective amendment thereto), the Company shall file with the Commission in accordance
with Rule 424(b) under the Securities Act the final Prospectus to be used in connection with resales of the Registrable Securities by
the Investor pursuant to such Registration Statement (or post-effective amendment thereto).


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Article
III

PURCHASE TERMS


Subject to the satisfaction
of the conditions set forth in Article VII, the parties agree as follows:


Section 3.1.        
VWAP Purchases. Upon the initial satisfaction of all of the conditions set forth in Section 7.2 (the “Commencement”
and the date of initial satisfaction of all of such conditions, the “Commencement Date”) and from time to time
thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3 and in this Section 3.1, the Company shall have
the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a VWAP Purchase Notice on a VWAP Purchase
Exercise Date to purchase the VWAP Purchase Share Amount set forth by the Company therein, not to exceed the applicable VWAP Purchase
Maximum Amount, at the VWAP Purchase Price therefor (as confirmed in the applicable VWAP Purchase Confirmation) on the applicable VWAP
Purchase Date in accordance with this Agreement (each such purchase, a “VWAP Purchase”). The Company may deliver
a VWAP Purchase Notice to the Investor on any Trading Day selected by the Company as the VWAP Purchase Exercise Date for a VWAP Purchase,
provided that (i) the Company may not deliver more than one VWAP Purchase Notice to the Investor on any single Trading Day and (ii) all
Shares subject to all prior VWAP Purchase Notices for VWAP Purchases that have been properly delivered by the Company to the Investor
under this Agreement (as applicable) have theretofore been received by the Investor or its Broker-Dealer as DWAC Shares, prior to the
Company’s delivery of such VWAP Purchase Notice to the Investor on such VWAP Purchase Exercise Date. The Investor is obligated to
accept each VWAP Purchase Notice properly delivered by the Company in accordance with the terms of and subject to the satisfaction of
the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP
Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP
Purchase Notice, such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share
Amount set forth in such VWAP Purchase Notice exceeds such applicable VWAP Purchase Maximum Amount, and the Investor shall have no obligation
to purchase, and shall not purchase, such excess Shares pursuant to such VWAP Purchase Notice; provided, however, that the
Investor shall remain obligated to purchase the applicable VWAP Purchase Maximum Amount pursuant to such VWAP Purchase Notice. At or prior
to 6:00 p.m., New York City time, on the applicable VWAP Purchase Date for each VWAP Purchase hereunder, the Investor shall provide to
the Company a written confirmation for such VWAP Purchase setting forth the applicable VWAP Purchase Share Amount and the applicable VWAP
Purchase Price (both on a per Share basis and the total aggregate VWAP Purchase Price to be paid by the Investor for such applicable VWAP
Purchase Share Amount) with respect to such VWAP Purchase (each, a “VWAP Purchase Confirmation”). Notwithstanding
the foregoing, the Company shall not deliver any VWAP Purchase Notices to the Investor during the PEA Period.


Section 3.2.        
Settlement. The Shares constituting the applicable VWAP Purchase Share Amount to be purchased by the Investor in a VWAP
Purchase shall be delivered to the Investor as 



    	 	3 	 



     


    

DWAC Shares not later than 1:00 p.m., New York City time, on the Trading Day immediately
following the VWAP Purchase Date for such VWAP Purchase (each, a “VWAP Purchase Settlement Date”). For each
VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (i) the total number of Shares purchased
by the Investor in such VWAP Purchase (as confirmed in the applicable VWAP Purchase Confirmation) and (ii) the VWAP Purchase Price for
such Shares (as confirmed in the applicable VWAP Purchase Confirmation), as full payment for such Shares, via wire transfer of immediately
available funds not later than 5:00 p.m., New York City time, on the VWAP Purchase Settlement Date for such VWAP Purchase, provided the
Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase on such VWAP Purchase
Settlement Date in accordance with the first sentence of this Section 3.2, it being hereby acknowledged and agreed that if any of such
Shares are received by the Investor after 1:00 p.m., New York City time, on the applicable VWAP Purchase Settlement Date, then the Company’s
receipt of the funds representing the VWAP Purchase Price for such Shares in its designated bank account shall occur on the Trading Day
next following the Trading Day on which the Investor shall have received all of such Shares as DWAC Shares. If the Company or its transfer
agent shall fail for any reason, other than a failure of the Investor or its Broker-Dealer to set up a DWAC and required instructions,
to electronically transfer any Shares as DWAC Shares in respect of a VWAP Purchase within two (2) Trading Days following the receipt by
the Company of the applicable purchase price therefor in compliance with this Section 3.2, and if on or after such Trading Day the Investor
purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Investor of
such Shares that the Investor anticipated receiving from the Company in respect of such VWAP Purchase, then the Company shall, within
two (2) Trading Days after the Investor’s request, either (1) pay cash to the Investor in an amount equal to the Investor’s
total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Cover Price”),
at which point the Company’s obligation to deliver such Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation
to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover
Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares to be purchased by the Investor
in connection with such VWAP Purchase. The Company shall not issue any fraction of a share of Common Stock upon any VWAP Purchase. If
the issuance would result in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction of a share of
Common Stock up or down to the nearest whole share. All payments made under this Agreement shall be made in lawful money of the United
States of America by wire transfer of immediately available funds to such account as the Company may from time to time designate by written
notice in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is
due on any day that is not a Trading Day, the same shall instead be due on the next succeeding day that is a Trading Day.


Section 3.3.        
Compliance with Rules of Trading Market.


(a)              
Exchange Cap. Subject to Section 3.3(b), the Company shall not issue or sell any shares of Common Stock pursuant
to this Agreement, and the Investor shall not purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent
that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement and the
transactions contemplated hereby would exceed 30,865,419 (such number 



    	 	4 	 



     


    

of shares equal to 19.99% of the number of shares of Common Stock
issued and outstanding immediately prior to the execution of this Agreement), which number of shares shall be reduced, on a share-for-share
basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated
with the transactions contemplated by this Agreement under applicable rules of the Trading Market (such maximum number of shares, the
“Exchange Cap”), unless the Company’s stockholders have approved the issuance of Common Stock pursuant
to this Agreement in excess of the Exchange Cap in accordance with the applicable rules of the Trading Market. For the avoidance of doubt,
the Company may, but shall be under no obligation to, request its stockholders to approve the issuance of Common Stock pursuant to this
Agreement; provided, that if such stockholder approval is not obtained, the Exchange Cap shall be applicable for all purposes of
this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section
3.3(b)).


(b)              
At-Market Transaction. Notwithstanding Section 3.3(a) above, the Exchange Cap shall not be applicable for any purposes
of this Agreement and the transactions contemplated hereby, solely to the extent that (and only for so long as) the Average Price shall
equal or exceed the Base Price (it being hereby acknowledged and agreed that the Exchange Cap shall be applicable for all purposes of
this Agreement and the transactions contemplated hereby at all other times during the term of this Agreement, unless the stockholder approval
referred to in Section 3.3(a) is obtained). The parties acknowledge and agree that the Minimum Price used to determine the Base Price
hereunder represents the lower of (i) the Nasdaq official closing price of the Common Stock on the Trading Market (as reflected on Nasdaq.com)
on the Trading Day immediately prior to the date of this Agreement and (ii) the average Nasdaq official closing price of the Common Stock
on the Trading Market (as reflected on Nasdaq.com) for the five (5) consecutive Trading Days ending on the Trading Day immediately prior
to the date of this Agreement.


(c)              
General. The Company shall not issue or sell any shares of Common Stock pursuant to this Agreement if such issuance
or sale would reasonably be expected to result in (i) a violation of the Securities Act or (ii) a breach of the rules of the Trading Market.
The provisions of this Section 3.3 shall be implemented in a manner otherwise than in strict conformity with the terms of this Section
3.3 only if necessary to ensure compliance with the Securities Act and the applicable rules of the Trading Market.


Section 3.4.        
Beneficial Ownership Limitation. Notwithstanding anything to the contrary contained in this Agreement, the Company shall
not issue or sell, and the Investor shall not purchase or acquire, any shares of Common Stock under this Agreement which,
when aggregated with all other shares of Common Stock then beneficially owned by the Investor and its affiliates (as calculated pursuant
to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by the Investor of
more than 9.99% of the outstanding shares of Common Stock (the “Beneficial Ownership Limitation”). Upon
the written or oral request of the Investor, the Company shall promptly (but not later than the next business day on which the Transfer
agent is open for business) confirm orally or in writing to the Investor the number of shares of Common Stock then outstanding. The Investor
and the Company shall each cooperate in good faith in the determinations required under this Section 3.4 and the application of this Section
3.4. The Investor’s written certification to the Company of the applicability of the Beneficial Ownership Limitation, and the resulting
effect thereof hereunder at any time, shall be conclusive with respect to the applicability thereof and such result absent manifest error.
The provisions of this Section 3.4 shall be construed and implemented in a manner otherwise than in strict conformity with the terms of
this Section 3.4 to the extent necessary to properly give effect to the limitations contained in this Section 3.4.


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Article
IV

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE INVESTOR


The Investor hereby makes
the following representations, warranties and covenants to the Company:


Section 4.1.        
Organization and Standing of the Investor. The Investor is a limited liability company duly organized, validly existing
and in good standing under the laws of the State of Delaware.


Section 4.2.        
Authorization and Power. The Investor has the requisite limited liability company power and authority to enter into
and perform its obligations under this Agreement and the Registration Rights Agreement and to purchase or acquire the Securities in accordance
with the terms hereof. The execution, delivery and performance by the Investor of this Agreement and the Registration Rights Agreement
and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary limited liability
company action, and no further consent or authorization of the Investor, its Board of Directors or its members is required. Each of this
Agreement and the Registration Rights Agreement has been duly executed and delivered by the Investor and constitutes a valid and binding
obligation of the Investor enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership, or similar laws relating to, or affecting
generally the enforcement of, creditor’s rights and remedies or by other equitable principles of general application (including
any limitation of equitable remedies).


Section 4.3.        
No Conflicts. The execution, delivery and performance by the Investor of this Agreement and the Registration Rights
Agreement and the consummation by the Investor of the transactions contemplated hereby and thereby do not and shall not (i) result in
a violation of such Investor’s certificate of formation, limited liability company agreement or other applicable organizational
instruments, (ii) conflict with, constitute a default (or an event which, with notice or lapse of time or both, would become a default)
under, or give rise to any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of
trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Investor is a party or by which it or any
of its property or assets are bound, (iii) create or impose any lien, charge or encumbrance on any property of the Investor under any
agreement or any commitment to which the Investor is party or under which the Investor is bound or under which any of its properties or
assets are bound, or (iv) result in a violation of any federal, state, local or foreign statute, rule, or regulation, or any order, judgment
or decree of any court or governmental agency applicable to the Investor or by which any of its properties or assets are bound or affected,
except, in the case of clauses (ii), (iii) and (iv), for such conflicts, defaults, terminations, amendments, acceleration, cancellations
and violations as would not, individually or in the aggregate, prohibit or otherwise 



    	 	6 	 



     


    

interfere with, in any material respect, the ability
of the Investor to enter into and perform its obligations under this Agreement and the Registration Rights Agreement. The Investor is
not required under any applicable federal, state, local or foreign law, rule or regulation 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 this Agreement and the Registration Rights Agreement or to purchase or acquire the Securities in accordance with the
terms hereof; provided, however, that for purposes of the representation made in this sentence, the Investor is assuming
and relying upon the accuracy of the relevant representations and warranties and the compliance with the relevant covenants and agreements
of the Company in the Transaction Documents to which it is a party.


Section 4.4.        
Investment Purpose. The Investor is acquiring the Securities for its own account, for investment purposes and not with
a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered under or
exempt from the registration requirements of the Securities Act; provided, however, that by making the representations herein,
the Investor does not agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term
and reserves the right to dispose of the Securities at any time in accordance with, or pursuant to, a Registration Statement filed pursuant
to the Registration Rights Agreement or an applicable exemption under the Securities Act. The Investor does not presently have any agreement
or understanding, directly or indirectly, with any Person to sell or distribute any of the Securities.


Section 4.5.        
Accredited Investor Status. The Investor is an “accredited investor” as that term is defined in Rule 501(a)
of Regulation D.


Section 4.6.        
Reliance on Exemptions. The Investor understands that the Securities are being offered and sold to it in reliance on
specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part
upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments
and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the
Investor to acquire the Securities.


Section 4.7.        
Information. All materials relating to the business, financial condition, management and operations of the Company
and materials relating to the offer and sale of the Securities which have been requested by the Investor have been furnished or otherwise
made available to the Investor or its advisors, including, without limitation, the Commission Documents filed with or furnished to the
Commission as of the applicable date or time this representation is made. The Investor understands that its investment in the Securities
involves a high degree of risk. The Investor is able to bear the economic risk of an investment in the Securities, including a total loss
thereof, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks
of a proposed investment in the Securities. The Investor and its advisors have been afforded the opportunity to ask questions of and receive
answers from representatives of the Company concerning the financial condition and business of the Company and other matters relating
to an investment in the Securities. Neither such inquiries nor any other due diligence investigations conducted by the Investor or its
advisors, if any, or its representatives shall modify, amend or affect the Investor’s right to rely on the Company’s representations
and warranties contained in this Agreement or in any other Transaction Document to which the 



    	 	7 	 



     


    

Company is a party or the Investor’s
right to rely on any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the
transaction contemplated hereby (including, without limitation, the opinions of the Company’s counsel delivered pursuant to Sections
7.1(iv) and 7.2(xvi)). The Investor has sought such accounting, legal and tax advice as it has considered necessary to make an informed
investment decision with respect to its acquisition of the Securities. The Investor understands that it (and not the Company) shall be
responsible for its own tax liabilities that may arise as a result of this investment or the transactions contemplated by this Agreement.


Section 4.8.        
No Governmental Review. The Investor understands that no United States federal or state agency or any other government
or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the
investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


Section 4.9.        
No General Solicitation. The Investor is not purchasing or acquiring the Securities as a result of any form of general
solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Securities.


Section 4.10.    
Not an Affiliate. The Investor is not an officer, director or an Affiliate of the Company. As of the date of this Agreement,
the Investor does not beneficially own any shares of Common Stock or securities exercisable for or convertible into shares of Common Stock,
and during the Restricted Period, Investor will not acquire beneficial ownership of any shares of the Company’s capital stock (including
shares of Common Stock or securities exercisable for or convertible into shares of Common Stock) other than pursuant to this Agreement;
provided, however, that nothing in this Agreement shall prohibit or be deemed to prohibit the Investor from purchasing,
in an open market transaction or otherwise, shares of Common Stock necessary to make delivery by the Investor in satisfaction of a sale
by the Investor of Shares that the Investor anticipated receiving from the Company in connection with the settlement of a VWAP Purchase,
if the Company or its transfer agent shall have failed for any reason (other than a failure of Investor or its Broker-Dealer to set up
a DWAC and required instructions) to timely electronically transfer all of the Shares subject to such VWAP Purchase to the Investor on
the applicable VWAP Purchase Settlement Date by crediting the Investor’s or its designated Broker-Dealer’s account at DTC
through its DWAC delivery system in compliance with Section 3.2 of this Agreement.


Section 4.11.    
Certain Trading Activities. Other than with respect to the Closing of the transactions contemplated hereunder, during
the period commencing at the time that the Investor was first contacted by the Company, or any other Person representing the Company,
regarding the transactions contemplated hereby and ending immediately prior to the execution of this Agreement, none of the Investor,
any of its Affiliates or any entity managed or controlled by the Investor has, directly or indirectly, executed any purchases or sales,
including Short Sales, of any securities of the Company (including, without limitation, the Common Stock), or any stock pledge, forward
sales contract, option, put, call, swap or similar hedging arrangement (including on a total return basis) with respect to any securities
of the Company (including, without limitation, the Common Stock).


    	 	8 	 



     


    

Section 4.12.    
Statutory Underwriter Status. The Investor acknowledges that it will be disclosed as an “underwriter” and
a “selling stockholder” in each Registration Statement and in any Prospectus contained therein to the extent required by applicable
law and to the extent the Prospectus is related to the resale of Registrable Securities.


Section 4.13.    
Resales of Securities. The Investor represents, warrants and covenants that it will resell Securities purchased or acquired
by the Investor from the Company pursuant to this Agreement only pursuant to the Registration Statement in which the resale of such Securities
is registered under the Securities Act, in a manner described under the caption “Plan of Distribution” in such Registration
Statement, and in a manner in compliance with all applicable U.S. federal and applicable state securities laws, rules and regulations.
The Investor further acknowledges that the removal of the restrictive legend from certificate(s) or book-entry statement(s) representing
the Commitment Shares issued prior to the Effective Date of the Initial Registration Statement as required by Section 10.1(iv) is predicated,
in part, upon the upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties and covenants
of the Investor set forth in this Section 4.13.


Article
V

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY


Except as set forth in
the disclosure schedule delivered by the Company to the Investor (which is hereby incorporated by reference in, and constitutes an integral
part of, this Agreement) (the “Disclosure Schedule”) or, where specifically set forth below with respect to
certain specified representations and warranties, the Commission Documents, the Company hereby makes the following representations, warranties
and covenants to the Investor:


Section 5.1.        
Organization, Good Standing and Power. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise
organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite
power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company
nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws
or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in
good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property
owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could
not have or reasonably be expected to result in a Material Adverse Effect and no Proceeding has been instituted in any such jurisdiction
revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.


Section 5.2.        
Authorization, Enforcement. The Company has the requisite corporate power and authority to enter into and perform its
obligations under each of the Transaction Documents to which it is a party and to issue the Securities in accordance with the terms hereof
and thereof. Except for approvals of the Company’s Board of Directors or a committee thereof as may be required in connection with
any issuance and sale of Shares to the Investor hereunder (which approvals shall be obtained prior to the delivery of any VWAP Purchase
Notice), the execution, delivery and performance by the Company of each of the Transaction Documents to 



    	 	9 	 



     


    

which it is a party and the consummation
by it of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, and
no further consent or authorization of the Company, its Board of Directors or its stockholders is required. Each of the Transaction Documents
to which the Company is a party has been duly executed and delivered by the Company and constitutes a valid and binding obligation of
the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally
the enforcement of, creditor’s rights and remedies or by other equitable principles of general application (including any limitation
of equitable remedies).


Section 5.3.        
Capitalization. The authorized capital stock of the Company and the shares thereof issued and outstanding were
as set forth in the Commission Documents as of the dates reflected therein. All of the outstanding shares of Common Stock have been duly
authorized and validly issued, and are fully paid and non-assessable. Except as set forth in the Commission Documents, this Agreement
and the Registration Rights Agreement, there are no agreements or arrangements under which the Company is obligated to register the sale
of any securities under the Securities Act. Except as set forth in the Commission Documents, no shares of Common Stock are entitled to
preemptive rights and there are no outstanding debt securities and no contracts, commitments, understandings, or arrangements by which
the Company is or may become bound to issue additional shares of the capital stock of the Company or options, warrants, scrip, rights
to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable
for, any shares of capital stock of the Company other than those issued or granted in the ordinary course of business pursuant to the
Company’s equity incentive and/or compensatory plans or arrangements. Except for customary transfer restrictions contained in agreements
entered into by the Company to sell restricted securities or as set forth in the Commission Documents, the Company is not a party to,
and it has no Knowledge of, any agreement restricting the voting or transfer of any shares of the capital stock of the Company. Except
as set forth in the Commission Documents, there are no securities or instruments containing anti-dilution or similar provisions that will
be triggered by this Agreement or any of the other Transaction Documents or the consummation of the transactions described herein or therein.
The Company has filed with the Commission true and correct copies of the Company’s Certificate of Incorporation as in effect on
the Closing Date (the “Charter”), and the Company’s Bylaws as in effect on the Closing Date (the “Bylaws”).


Section 5.4.        
Issuance of Securities. The Commitment Shares have been, and the Shares to be issued under this Agreement have been,
or with respect to Shares to be purchased by the Investor pursuant to a particular VWAP Purchase Notice, will be, prior to the delivery
to the Investor hereunder of such VWAP Purchase Notice, duly authorized by all necessary corporate action on the part of the Company.
The Commitment Shares, when issued to the Investor in accordance with this Agreement, and the Shares, when issued and sold against payment
therefor in accordance with this Agreement, shall be validly issued and outstanding, fully paid and non-assessable and free from all liens,
charges, Taxes, security interests, encumbrances, rights of first refusal, preemptive or similar rights and other encumbrances with respect
to the issue thereof, and the Investor shall be entitled to all rights accorded to a holder of Common Stock.


    	 	10 	 



     


    

Section 5.5.        
No Conflicts. The execution, delivery and performance by the Company of each of the Transaction Documents to which it
is a party and the consummation by the Company of the transactions contemplated hereby and thereby do not and shall not (i) result in
a violation of any provision of the Company’s Charter or Bylaws, (ii) result in a breach or violation of any of the terms or provisions
of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give rise to any
rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond,
license, lease agreement, instrument or obligation to which the Company or any of its Subsidiaries is a party or is bound, (iii) create
or impose a lien, charge or encumbrance on any property or assets of the Company or any of its Subsidiaries under any agreement or any
commitment to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to
which any of their respective properties or assets is subject, or (iv) result in a violation of any federal, state, local or foreign statute,
rule, regulation, order, judgment or decree applicable to the Company or any of its Subsidiaries or by which any property or asset of
the Company or any of its Subsidiaries are bound or affected (including federal and state securities laws and regulations and the rules
and regulations of the Trading Market or applicable Eligible Market), except, in the case of clauses (ii), (iii) and (iv), for such conflicts,
defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances and violations as would not, individually
or in the aggregate, have a Material Adverse Effect. Except as specifically contemplated by this Agreement or the Registration Rights
Agreement and as required under the Securities Act and any applicable state securities laws, the Company is not required under any federal,
state, local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with,
any court or governmental agency (including, without limitation, the Trading Market) in order for it to execute, deliver or perform any
of its obligations under the Transaction Documents to which it is a party, or to issue the Securities to the Investor in accordance with
the terms hereof and thereof (other than such consents, authorizations, orders, filings or registrations as have been obtained or made
prior to the Closing Date); provided, however, that, for purposes of the representation made in this sentence, the Company
is assuming and relying upon the accuracy of the representations and warranties of the Investor in this Agreement and the compliance by
it with its covenants and agreements contained in this Agreement and the Registration Rights Agreement.


Section 5.6.        
Commission Documents, Financial Statements; Disclosure Controls and Procedures; Internal Controls Over Financial Reporting;
Accountants.


(a)              
Since August 16, 2021, the Company has timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under
the Exchange Act) all Commission Documents required to be filed with or furnished to the Commission by the Company under the Securities
Act or the Exchange Act, including those required to be filed with or furnished to the Commission under Section 13(a) or Section 15(d)
of the Exchange Act. As of the date of this Agreement, no Subsidiary of the Company is required to file or furnish any report, schedule,
registration, form, statement, information or other document with the Commission. As of its filing date, each Commission Document filed
with or furnished to the Commission prior to the Closing Date complied in all material respects with the requirements of the Securities
Act or the Exchange Act, as applicable (or, if amended or superseded by a filing prior to the Closing Date, on the date of such amended
or superseded filing). Each Registration Statement, on the date it is filed with the Commission, on the date it is declared effective
by the Commission and on each Purchase Date 



    	 	11 	 



     


    

shall comply in all material respects with the requirements of the Securities Act (including,
without limitation, Rule 415 under the Securities Act) and shall not contain any untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary in order to make the statements therein not misleading, except that this representation
and warranty shall not apply to statements in or omissions from such Registration Statement made in reliance upon and in conformity with
information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The
Prospectus and each Prospectus Supplement required to be filed pursuant to this Agreement or the Registration Rights Agreement after the
Closing Date, when taken together, on its date and on each Purchase Date shall comply in all material respects with the requirements of
the Securities Act (including, without limitation, Rule 424(b) under the Securities Act) and shall not contain any untrue statement of
a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading, except that this representation and warranty shall not apply
to statements in or omissions from the Prospectus or any Prospectus Supplement made in reliance upon and in conformity with information
relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. Each Commission
Document (other than the Initial Registration Statement or any New Registration Statement, or the Prospectus included therein or any Prospectus
Supplement thereto) to be filed with or furnished to the Commission after the Closing Date and incorporated by reference in the Initial
Registration Statement or any New Registration Statement, or the Prospectus included therein or any Prospectus Supplement thereto required
to be filed pursuant to this Agreement or the Registration Rights Agreement (including, without limitation, the Current Report), when
such document is filed with or furnished to the Commission and, if applicable, when such document becomes effective, as the case may be,
shall comply in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable. The Commission has
not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company under the Securities
Act or the Exchange Act.


(b)              
The historical consolidated financial statements of Predecessor AEye included or incorporated by reference in the Form S-4 Registration
Statement, the Merger Proxy Statement/Prospectus, the 2020 Form 10-K and the Merger Form 8-K, as such financial statements were restated
and filed with the Commission, and the historical consolidated financial statements of the Company included or incorporated by reference
in the Commission Documents filed by the Company with the Commission after August 23, 2021, in each case together with the related notes
and schedules, present fairly, in all material respects, the financial position of Predecessor AEye and the consolidated financial position
of the Company and its consolidated Subsidiaries, respectively, as of the dates indicated, and the results of operations, cash flows and
changes in stockholders’ equity of Predecessor AEye and of the Company and its consolidated Subsidiaries, respectively, for the
periods specified (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either
individually or in the aggregate) and have been prepared in compliance with the published requirements of the Securities Act and the Exchange
Act, as applicable, and in conformity with generally accepted accounting principles in the United States (“GAAP”)
applied on a consistent basis (except (i) for such adjustments to accounting standards and practices as are noted therein and (ii) in
the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) during the
periods involved. The historical consolidated financial statements of Legacy AEye and its Subsidiaries included or incorporated by reference
in the Form S-4 Registration Statement, the 



    	 	12 	 



     


    

Merger Proxy Statement/Prospectus, the 2020 Form 10-K and the Merger Form 8-K, together with
the related notes and schedules, present fairly, in all material respects, the consolidated financial position of Legacy AEye, and its
consolidated Subsidiaries as of the dates indicated, and the consolidated results of operations, cash flows and changes in stockholders’
equity of Legacy AEye and its consolidated Subsidiaries for the periods specified (subject, in the case of unaudited statements, to normal
year-end audit adjustments which will not be material, either individually or in the aggregate) and have been prepared in compliance with
the published requirements of the Securities Act and the Exchange Act, as applicable, and in conformity with GAAP applied on a consistent
basis (except (i) for such adjustments to accounting standards and practices as are noted therein and (ii) in the case of unaudited interim
statements, to the extent they may exclude footnotes or may be condensed or summary statements) during the periods involved. The unaudited
pro forma condensed combined financial statements and any other pro forma financial statements or data included or incorporated by reference
in the Form S-4 Registration Statement, the Merger Proxy Statement/Prospectus and the Merger Form 8-K, and any other pro forma financial
statements or data included or incorporated by reference in any Commission Documents filed by the Company with the Commission after August
23, 2021 (as applicable) comply with the requirements of Regulation S-X of the Securities Act, including, without limitation, Article
11 thereof, and the assumptions used in the preparation of such pro forma financial statements and data are reasonable, the pro forma
adjustments used therein are appropriate to give effect to the circumstances referred to therein and the pro forma adjustments have been
properly applied to the historical amounts in the compilation of those statements and data. The other financial and statistical data with
respect to the Company and the Subsidiaries contained or incorporated by reference in the Commission Documents are accurately and fairly
presented and prepared on a basis consistent with the financial statements and books and records of the Company; there are no financial
statements (historical or pro forma) that are required to be included or incorporated by reference in the Commission Documents that are
not included or incorporated by reference as required. The Company and the Subsidiaries do not have any material liabilities or obligations,
direct or contingent (including any off-balance sheet obligations or any “variable interest entities” as that term is used
in Accounting Standards Codification Paragraph 810-10-25-20), not described in Commission Documents which are required to be described
in the Commission Documents. All disclosures contained or incorporated by reference in the Commission Documents, if any, regarding “non-GAAP
financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with
Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.


(c)              
Except as disclosed in the Commission Documents, from and after August 16, 2021, the Company and each of its Subsidiaries have
maintained and continue to maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions
are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to
permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability;
(iii) access to assets is permitted only in accordance with management’s general or specific authorization; (iv) the recorded accountability
for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences;
and (v) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Commission Documents,
the Initial Registration Statement or any New Registration Statement fairly present the information called for in all material respects
and have been prepared in accordance with the 



    	 	13 	 



     


    

Commission’s rules and guidelines applicable thereto. Except as disclosed in the Commission
Documents, since August 16, 2021, the Company and its Subsidiaries’ internal controls over financial reporting are effective and
the Company and its Subsidiaries are not aware of any material weakness in their internal controls over financial reporting.


(d)              
To the Company’s Knowledge, WithumSmith+Brown, PC, whose report on the financial statements of Predecessor AEye as of December 31,
2020 and 2019, and for the years ended December 31, 2020 and 2019, and the related notes, which report is included in the Form S-4
Registration Statement, the Merger Proxy Statement/Prospectus and the 2020 Form 10-K, were during the periods covered by their report,
with respect to Predecessor AEye, independent public accountants within the meaning of the Securities Act and the Public Company Accounting
Oversight Board (United States).


(e)              
To the Company’s Knowledge, Deloitte & Touche LLP (the “Accountant”), whose report on the consolidated
financial statements of Legacy AEye and its Subsidiaries as of December 31, 2020 and 2019, and for each of the two years in the period
ended December 31, 2020, and the related notes, which report is included in the Form S-4 Registration
Statement and the Merger Proxy Statement/Prospectus, was during the periods covered by their report, with respect to Legacy AEye, independent
public accountants within the meaning of the Securities Act and the Public Company Accounting Oversight Board (United States). To the
Company’s Knowledge, the Accountant is not in violation of the auditor independence requirements of the Sarbanes-Oxley Act with
respect to the Company.


(f)               
From and after August 16, 2021, the Company has timely filed all certifications and statements the Company is required to file
under (i) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (ii) 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley
Act of 2002) with respect to all Commission Documents with respect to which the Company is required to file such certifications and statements
thereunder.


Section 5.7.        
Subsidiaries. The Merger Proxy Statement/Prospectus sets forth each Subsidiary of the Company as of the Closing Date,
other than those that may be omitted pursuant to Item 601 of Regulation S-K, showing its jurisdiction of incorporation or organization,
and the Company does not have any other Subsidiaries as of the Closing Date. No Subsidiary of the Company is currently prohibited, directly
or indirectly, from paying any dividends to the Company, from making any other distribution on such Subsidiary’s capital stock,
from repaying to the Company any loans or advances to such Subsidiary from the Company or from transferring any of such Subsidiary’s
property or assets to the Company or any other Subsidiary of the Company, except as described in or contemplated by the Commission Documents
or as would not reasonably be expected to have a Material Adverse Effect.


Section 5.8.        
No Material Adverse Effect or Material Adverse Change. Except as disclosed in the Commission Documents, since August
16, 2021, (a) there has not occurred any Material Adverse Effect, or any development that would result in a Material Adverse Effect, and
(b) the Company and its Subsidiaries have conducted their respective businesses in the ordinary course of business consistent with past
practice in all material respects.

    	 	14 	 



     


    


Section 5.9.        
No Undisclosed Liabilities. Neither the Company nor any of its Subsidiaries has any liabilities, obligations, claims
or losses (whether liquidated or unliquidated, secured or unsecured, absolute, accrued, contingent or otherwise) that would be required
to be disclosed on a balance sheet of the Company or any Subsidiary (including the notes thereto) in conformity with GAAP and are not
disclosed in the Commission Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries respective
businesses since August 16, 2021 and which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse
Effect.


Section 5.10.    
No Material Defaults. The Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended September
30, 2021 sets forth, as of September 30, 2021, all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or
for which the Company or any Subsidiary has commitments through such date. Except as set forth in the Commission Documents, neither the
Company nor any Subsidiary has defaulted on any installment on Indebtedness or on any rental on one or more long-term leases, which defaults,
individually or in the aggregate, would have a Material Adverse Effect. Except as set forth in the Commission Documents, the Company has
not (i) failed to pay any dividend or sinking fund installment on preferred stock or (ii) defaulted on any installment on Indebtedness
or on any rental on one or more long-term leases, which defaults, individually or in the aggregate, would have a Material Adverse Effect.


Section 5.11.    
Solvency. Since August 16, 2021, the Company has not taken any steps, and does not currently expect to take any steps,
to seek protection pursuant to any Bankruptcy Law, nor does the Company have any Knowledge that its creditors intend to initiate involuntary
bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any Bankruptcy Law. The Company
is financially solvent and is generally able to pay its debts as they become due.


Section 5.12.    
Title To Assets. Except as set forth in the Commission Documents, the Company and each of its Subsidiaries have good
and marketable title to its properties, assets and rights, including the Company Intellectual Property, and has good title to all its
leasehold interests, in each case free and clear of any lien, charges or encumbrances, other than (a) liens, charges or encumbrances
for Taxes not yet due and payable or that are being contested in good faith by appropriate proceedings, (b) liens, charges or encumbrances
imposed by applicable law and incurred in the ordinary course of business of the Company and its Subsidiaries since August 16, 2021 for
obligations not past due, (c) liens, charges or encumbrances in respect of pledges or deposits under workers’ compensation
laws or similar legislation, and (d) liens, charges, encumbrances and defects in title which do not in any case materially detract
from the value of the property subject thereto or which have not had and would not reasonably be expected to have, individually or in
the aggregate, a Material Adverse Effect, and which have not arisen otherwise than in the ordinary course of business of the Company and
its Subsidiaries since August 16, 2021. Except as set forth in the Commission Documents, with respect to the properties, assets and rights
it leases since August 16, 2021, the Company and each of its Subsidiaries is in compliance with such leases in all material respects and,
to the Company’s Knowledge, holds a valid leasehold interest free of any liens, charges or encumbrances subject to clauses (a)-(d)
above. Except as set forth in the Commission Documents, the properties, assets and rights owned, leased or licensed by the Company and
its Subsidiaries (including any Intellectual Property) from and after August 16, 



    	 	15 	 



     


    

2021, constitute all the properties, assets and rights
used in connection with the businesses of the Company and its Subsidiaries, except for such properties, assets and rights the loss of
use of which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Such properties, assets
and rights constitute all the properties, assets and rights necessary for the Company and its Subsidiaries to continue to conduct their
respective businesses from and after August 16, 2021 as they are currently being conducted, except as would not have or reasonably be
expected to have a Material Adverse Effect.


Section 5.13.    
Actions Pending. There are no Actions pending or, to the Company’s Knowledge, currently threatened against the
Company or any of its Subsidiaries or their respective assets or properties (i) other than Actions accurately described in all material
respects in the Commission Documents and Actions that, individually and in the aggregate, would not reasonably be expected to have a Material
Adverse Effect, or on the power or ability of the Company to perform its obligations under, or consummate the transactions contemplated
by, the Transactions Documents or (ii) that are required to be described in the Commission Documents and are not so described.


 


Section 5.14.    
Compliance With Laws. The business of the Company and the Subsidiaries has been since August 16, 2021 and is presently
being conducted in compliance with all applicable federal, state, local and foreign governmental laws, rules, regulations and ordinances,
except as set forth in the Commission Documents and except for such non-compliance which, individually or in the aggregate, would not
have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any
statute, ordinance, rule or regulation of any Governmental Authority applicable to the Company or any of its Subsidiaries, and neither
the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for any such
violations which could not, individually or in the aggregate, have a Material Adverse Effect. There are no statutes, laws, rules, regulations
or ordinances of any Governmental Authority, self-regulatory organization or body that are applicable to the Company or any of its Subsidiaries
or to their respective businesses, assets or properties that are required to be described in any Commission Document that are not described
therein as required.


Section 5.15.    
Certain Fees. Except as set forth in Schedule 5.15 of the Disclosure Schedule, no brokerage or finder’s fees or
commissions are or will be payable by the Company to any broker, financial advisor or consultant, finder, placement agent, investment
banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents. The Investor shall have no obligation
with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section
5.15 incurred by the Company or its Subsidiaries that may be due or payable in connection with the transactions contemplated by the Transaction
Documents.


Section 5.16.    
Disclosure. The Company confirms that it has not provided the Investor or any of its agents, advisors or counsel with
any information that constitutes or could reasonably be expected to constitute material, nonpublic information concerning the Company
or any of its Subsidiaries, other than the existence of the transactions contemplated by the Transaction Documents. The Company understands
and confirms that the Investor will rely on the foregoing representations in effecting resales of Securities under the Registration Statement.
All disclosure 



    	 	16 	 



     


    

provided to Investor regarding the Company and its Subsidiaries, their businesses and the transactions contemplated by
the Transaction Documents (including, without limitation, the representations and warranties of the Company contained in the Transaction
Documents to which it is a party (as modified by the Disclosure Schedule)) furnished in writing by or on behalf of the Company or any
of its Subsidiaries for purposes of or in connection with the Transaction Documents (other than forward-looking information and projections
and information of a general economic nature and general information about the Company’s industry), taken together, is true and
correct in all material respects on the date on which such information is dated or certified, and does not contain any untrue statement
of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances
under which they were made, not misleading at such time.


Section 5.17.    
Permits; Intellectual Property; IT Systems; Data Privacy.


(a)              
The Company and the Subsidiaries possess or have obtained, all licenses, certificates, consents, orders, approvals, permits and
other authorizations issued by, and have made all declarations and filings with, the appropriate federal, state or local governmental
or regulatory authorities that are necessary for the ownership or lease of their respective properties or the conduct of their respective
businesses as currently conducted (the “Permits”), except where the failure to possess, obtain or make the same
would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Commission
Documents, neither the Company nor any Subsidiary has received written notice of any proceeding relating to revocation or modification
of any such Permit or has any reason to believe that such Permit will not be renewed in the ordinary course, except where the failure
to obtain any such renewal would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. This
Section 5.17(a) does not relate to environmental matters, such items being the subject of Section 5.18.


(b)              
Except as disclosed in the Commission Documents, no material amount of funding of a university, college, other educational institution
or Governmental Authority (each a “Designated Entity”) were used directly in the Development, testing or commercialization,
in whole or in part, of any Intellectual Property owned by the Company or its Subsidiaries (“Owned Intellectual Property”)
and no Designated Entity has any right, title or interest (including any usage, license, “march in”, ownership, co-ownership
or other rights) in or to any Owned Intellectual Property. Except as disclosed in the Commission Documents, the Company and its Subsidiaries
have received no written notice of any Action currently before any Governmental Authority, domain name registrar or other public or quasi-public
legal authority anywhere in the world (including before U.S. Patent and Trademark Office, the U.S. Copyright Office, or similar authority
anywhere in the world), including any interference, reexamination, cancellation, nullity or opposition proceedings or inventorship challenges
in which any claims have been raised relating to the validity, enforceability, registrability, scope, misappropriation, ownership, violation
or infringement with respect to any of the Owned Intellectual Property that would, individually or in the aggregate, reasonably be expected
to result in a Material Adverse Effect, or to which the Company or any of its Subsidiaries is a party with respect to any material Owned
Intellectual Property used, held for use, or necessary in connection with the business of the Company and its Subsidiaries. The Company
or one of its Subsidiaries (i) is the sole and exclusive owner of, and possess all right, title, and interest in and to, any and
all Owned Intellectual Property, free and clear of all material liens, charges or encumbrances, and 



    	 	17 	 



     


    

(ii) possess a valid, legally
enforceable license or other right to use any and all other Intellectual Property used or held for use by the Company and its Subsidiaries
that are necessary in the operation of their respective businesses. The Company Intellectual Property constitutes all of the Intellectual
Property necessary for the operation of the business of the Company and its Subsidiaries. The Company or one of its Subsidiaries has taken
all reasonable actions, consistent with industry standards and applicable laws to maintain and protect each item of Owned Intellectual
Property material to the business of the Company and its Subsidiaries, including with respect to the validity and enforceability thereof.
None of the Owned Intellectual Property is subject to any claims of joint ownership and none of the Company or any of its Subsidiaries
is a party to or bound by any Contract that limits, restricts or impairs its or their ability to use, sell, transfer, assign, license
or convey any of the Owned Intellectual Property. All of the Owned Intellectual Property, including any and all registrations, issuances
and applications thereof, is subsisting, in full force and effect, and to the Company’s Knowledge, valid and enforceable. To the
Company’s Knowledge, the Company and its Subsidiaries have not and are not conducting the business in a manner that would result
in the cancellation or unenforceability of any Owned Intellectual Property. Each Contract (other than COTS Licenses) (i) for which
the primary purpose is to grant to the Company or any of its Subsidiaries a license to use any Intellectual Property of a third party
(such Intellectual Property, “Licensed Intellectual Property”) or (ii) pursuant to which the Company or
any of its Subsidiaries has granted to a third party any right in or to any Intellectual Property is a legal, valid and binding obligation
of the Company or one of its Subsidiaries, is in full force and effect and is enforceable against the Company and its Subsidiaries and,
to the Knowledge of the Company, the other parties thereto. None of the Company or any of its Subsidiaries or, to the Knowledge of the
Company, any other party thereto is in material breach or violation of or default under any IP License. To the Knowledge of the Company,
no event has occurred that, with notice or lapse of time or both, would constitute such a material breach or violation or default by the
Company or any of its Subsidiaries or the other parties thereto under any IP License. Neither the Company nor any of its Subsidiaries
has received any written notice or written threat that any other party intends to terminate or not renew, or seek to amend or modify the
terms of, any IP License. To the Knowledge of the Company, neither the operation and conduct of the business of the Company and its Subsidiaries
(including Company Products), nor the use of the Company Intellectual Property infringes, dilutes, violates, interferes with, misappropriates
or makes unlawful use of any Intellectual Property or other proprietary rights of any other Person. None of the Company or any of its
Subsidiaries has received any written claim (including in the form of a demand letter or offer of license), written demand, or suit based
on an alleged violation of any of the foregoing. To the Knowledge of the Company, there is no existing fact or circumstance that
would be reasonably expected to give rise to any such Action as described in this Section 5.17(b). To the Knowledge of the Company, there
is no actual or threatened infringement, violation, interferences, dilution, misappropriation or unlawful use by a third party of any
of the Company Intellectual Property. The Company Intellectual Property is sufficient in all material respects for the Company and its
Subsidiaries to carry on their business as presently carried on, consistent with past practice.


(c)              
Except as disclosed in the Commission Documents, the IT Systems (i) perform in material conformance with their documentation,
(ii) in the past three years have not suffered any material persistent substandard performance, breakdown or failure, (iii) to
the Company’s Knowledge, are free from any material defects, and (iv) to the Company’s Knowledge, do not contain any
virus, software routine or hardware component designed to permit unauthorized access or to disable or otherwise harm any computer, systems
or Software or any software routine designed to disable a computer program automatically with the passage of time or under the positive
control of a Person other than an authorized licensee or owner of the Software. 



    	 	18 	 



     


    

Except as disclosed in the Commission Documents, the IT
Systems are in good repair and operating condition (ordinary wear and tear excepted) and are adequate and suitable (including with respect
to working condition, performance and capacity) in all material respects for the purposes for which they are being used or held for use.
Except as would not reasonably be expected to have a Material Adverse Effect, since August 16, 2021, no use of or activities with respect
to the Open Source Software by the Company or any of its Subsidiaries, their employees, or Contract Workers (i) requires the licensing,
disclosure or distribution of any Owned Intellectual Property to any other Person under the terms of any Open Source Software license,
(ii) prohibits or limits the receipt of consideration in connection with licensing or distribution of any Owned Intellectual Property,
or imposition of contractual restrictions on the rights of licensees or permits recipients to decompile, disassemble or otherwise reverse
engineer any Owned Intellectual Property, or (iii) grant, or purport to grant, to any Person any patent license or non-assertion
covenant with respect to any Owned Intellectual Property. Except as disclosed in the Commission Documents, since August 16, 2021, each
of the Company and its Subsidiaries has materially complied with all material notice, attribution and other requirements applicable to
any and all Open Source Software used in the business of the Company and its Subsidiaries. Except as disclosed in the Commission Documents,
since August 16, 2021, to the Knowledge of the Company, no Computer Security Incident has occurred, or, to the Knowledge of the Company,
has been attempted, involving the Company or any of its Subsidiaries or any of their assets, rights or properties that would, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Commission Documents, the Company
and its Subsidiaries implement, and since August 16, 2021 have implemented, maintain and comply in all material respects with reasonably
adequate technologies, policies and procedures designed to prevent (i) the occurrence of any security breaches, and (ii) the
reoccurrence of any security breaches that would, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect. Except as disclosed in the Commission Documents, the Company and its Subsidiaries implement, and since August 16, 2021 have implemented
commercially reasonable business continuity, backup and disaster recovery, and security plans. Except as disclosed in the Commission Documents,
since August 16, 2021, to the Knowledge of the Company, no Person has gained unauthorized access to or made any unauthorized Processing
of any Personal Information Processed by or on behalf of the Company or any of its Subsidiaries that would, individually or in the aggregate,
reasonably be expected to result in a Material Adverse Effect. Except as disclosed in the Commission Documents, since August 16, 2021,
neither the Company nor any of its Subsidiaries has received any written notices, allegations or complaints from any Governmental Authority
or any other Person with respect to any Computer Security Incidents (including any unauthorized Processing of Personal Information), nor
have they received any claims for compensation under Privacy Laws from data subjects or any other Person that would, individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Commission Documents, since August
16, 2021, the Company and its Subsidiaries have (i) in compliance in all material respects with Privacy Laws, obtained valid consent
where necessary from data subjects and has provided data subjects with privacy notices as required and (ii) complied in all material
respects with the terms of any Contract by which the Company or any of its Subsidiaries are bound relating to data protection, privacy
or security or the Processing of Personal Information (“Data Processing Contracts”), except where, in each case,
the failure to do so would not reasonably be expected to have a Material Adverse Effect. 



    	 	19 	 



     


    

No Actions are pending or, to the Knowledge of
the Company, threatened against the Company or any of its Subsidiaries relating to the Processing of Personal Information which would,
individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as set forth in the Commission
Documents, the Company and its Subsidiaries have Data Processing Contracts and other agreements in place with all service providers, vendors
and other Persons whose relationship with the Company or any of its Subsidiaries involves the relevant service provider, vendor or other
Person Processing any Personal Information on behalf of the Company or any of its Subsidiaries, in compliance in all material respects
with Privacy Laws applicable to the Company and its Subsidiaries. Except as would not result in a Material Adverse Effect, the Company
and its Subsidiaries have taken commercially reasonable actions to maintain and protect the confidentiality of all Proprietary Information
constituting Company Intellectual Property. To the Knowledge of the Company, since August 16, 2021, except as would not, individually
or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) there has been no misappropriation of any
Proprietary Information of the Company and its Subsidiaries by any Person, (ii) no employee, agent or other Contract Worker of the
Company or any of its Subsidiaries has misappropriated any Proprietary Information of any other Person in the course of performance as
an employee, agent or other Contract Worker of the Company or any of its Subsidiaries, and (iii) no employee, agent or other Contract
Worker of the Company or any of its Subsidiaries is in default or breach of any term of any Contract relating in any way to the protection,
ownership, Development, use or transfer of Company Intellectual Property as a result of their performance of their duties for the Company
or any of its Subsidiaries.


Section 5.18.    
Environmental Compliance. Except as set forth in the Commission Documents, the Company and its Subsidiaries (i) are
in compliance with all federal, state, local and foreign laws relating to pollution or protection of human health and safety, the environment
or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”); (ii) have received
all Permits or other approvals required of them under applicable Environmental Laws to conduct their respective businesses; and (iii)
are in compliance with all terms and conditions of any such Permit or approval where in each clause (i), (ii) and (iii), the failure to
so comply could be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.


Section 5.19.    
Material Agreements. Except as set forth in the Commission Documents, neither the
Company nor any Subsidiary of the Company is a party to any Contract, a copy of which would be required to be filed with the Commission
as an exhibit to an annual report on Form 10-K (collectively, “Material Agreements”).
Each of the Material Agreements described in the Commission Documents conform in all material respects to the descriptions thereof contained
or incorporated by reference therein. Except as set forth in the Commission Documents, the Company and each of its Subsidiaries have
performed in all material respects all the obligations then required to be performed by them under the Material Agreements, have received
no notice of default or an event of default by the Company or any of its Subsidiaries thereunder and are not aware of any basis for the
assertion thereof, and neither the Company or any of its Subsidiaries nor, to the Knowledge of the Company, any other contracting party
thereto are in default under any Material Agreement now in effect, the result of which would have a Material Adverse Effect. Except as
set forth in the Commission Documents, each of the Material Agreements is in full force and effect, and constitutes a legal, valid and
binding obligation enforceable in accordance with its terms against the Company and/or any of its Subsidiaries and, to the Knowledge
of the Company, each other contracting party thereto, except as such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement
of, creditor’s rights and remedies or by other equitable principles of general application.


    	 	20 	 



     


    

Section 5.20.    
Transactions With Affiliates. Except as set forth in the Commission Documents, none of the officers or directors of
the Company and, to the Knowledge of the Company, none of the Company’s stockholders, the officers or directors of any stockholder
of the Company, or any family member or Affiliate of any of the foregoing, has either directly or indirectly any interest in, or is a
party to, any transaction that is required to be disclosed as a related party transaction pursuant to Item 404 of Regulation S-K promulgated
under the Securities Act.


Section 5.21.    
Employees; Labor Laws. Except as set forth in the Commission Documents, neither the Company nor any of its Subsidiaries
is bound by or subject to (and none of their assets or properties is bound by or subject to) any Contract with any labor union, and, to
the Company’s Knowledge, no labor union has requested or has sought to represent any of the employees of the Company or any of its
Subsidiaries. There is no strike or other labor dispute involving the Company or any of its Subsidiaries pending, or to the Company’s
Knowledge, threatened, that has had or would be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect,
nor, to the Knowledge of the Company, is there any labor organization activity involving the employees of the Company or any of its Subsidiaries.
With respect to all current and former Persons who have performed services for or on behalf of the Company or any of its Subsidiaries,
each of the Company and its Subsidiaries has complied in all material respects with all applicable state and federal equal employment
opportunity, wage and hour, compensation and other laws and COVID-19 Measures related to employment, including but not limited to, overtime
requirements, classification of employees and independent contractors under federal and state laws (including for tax purposes and for
purposes of determining eligibility to participate in any Employee Plan (as defined below)), hours of work, leaves of absence, equal opportunity,
sexual and other harassment, whistleblower protections, immigration, occupational health and safety, workers’ compensation, and
the withholding and payment of all applicable Taxes, and there are no material arrears in the payments of wages, unemployment insurance
premiums or other similar obligations. There are no material claims, disputes, grievances, or controversies pending or, to the Knowledge
of the Company, threatened involving any employee or group of employees of the Company or any of its Subsidiaries. There are no material
charges, investigations, administrative proceedings or formal complaints of (i) discrimination or retaliation (including discrimination,
harassment or retaliation based upon sex, age, marital status, race, national origin, sexual orientation, disability or veteran status),
(ii) unfair labor practices, (iii) violations of health and safety laws, (iv) workplace injuries or (v) whistleblower
retaliation against the Company or any of its Subsidiaries, in each case that (y) pertain to any current or former employee and (z) have
been threatened by such employee or are pending before the Equal Employment Opportunity Commission, the National Labor Relations Board,
the U.S. Department of Labor, the U.S. Occupational Health and Safety Administration, the Workers Compensation Appeals Board, or any other
Governmental Authority.


    	 	21 	 



     


    

Section 5.22.    
Use of Proceeds. The proceeds from the sale of the Shares by the Company to Investor shall be used by the Company and
its Subsidiaries in the manner as will be set forth in the Prospectus included in any Registration Statement (and any post-effective amendment
thereto) and any Prospectus Supplement thereto filed pursuant to the Registration Rights Agreement.


Section 5.23.    
Investment Company Act Status. The Company is not, and as a result of the consummation of the transactions contemplated
by the Transaction Documents and the application of the proceeds from the sale of the Shares as will be set forth in the Prospectus included
in any Registration Statement (and any post-effective amendment thereto) and any Prospectus Supplement thereto filed pursuant to the Registration
Rights Agreement the Company will not be an “investment company” within the meaning of the Investment Company Act of 1940,
as amended.


Section 5.24.    
ERISA. Except as set forth in the Commission Documents, neither the Company nor any of its Subsidiaries is a party to
an “employee benefit plan,” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”), which: (i) is subject to Title IV of ERISA and (ii) is or was at any time maintained, administered
or contributed to by the Company or any of its ERISA Affiliates (as defined hereafter). Each plan is referred to herein as an “Employee
Plan.” An “ERISA Affiliate” of any Person means any other Person which, together with that Person,
could be treated as a single employer under Section 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amended (the “Code”).
Each Employee Plan has been maintained in material compliance with its terms and the requirements of applicable law. Except as disclosed
in the Commission Documents, there is no liability in respect of post-retirement health and medical benefits for retired employees of
the Company or any of its ERISA Affiliates, other than medical benefits required to be continued under applicable law. No “prohibited
transaction”(as defined in either Section 406 of ERISA or Section 4975 of the Code) has occurred with respect to any Employee Plan;
and each Employee Plan that is intended to be qualified under Section 401(a) of the Code is so qualified, and nothing has occurred, whether
by action or by failure to act, which could cause the loss of such qualification, except where such occurrence or failure to qualify would
not, individually or in the aggregate, have a Material Adverse Effect. With respect to each Employee Plan, no Actions (other than routine
claims for benefits in the ordinary course of business) are pending or, to the Knowledge of the Company, threatened, and, to the Knowledge
of the Company, no facts or circumstances exist that would reasonably be expected to give rise to any such Actions. No Employee Plan is
currently under investigation or audit by any Governmental Authority and, to the Knowledge of the Company, no such investigation or audit
is contemplated or under consideration. Each Employee Plan that is a “nonqualified deferred compensation plan” subject to
Section 409A of the Code has been maintained and administered in all material respects in accordance with its terms and in operational
and documentary compliance with Section 409A of the Code and all regulations and other applicable regulatory guidance (including
notices and rulings) thereunder.


Section 5.25.    
Taxes. Each of the Company and its Subsidiaries has filed all material Tax Returns as required by applicable federal,
state and local law. These Tax Returns are true, correct and complete in all material respects. Each of the Company and its Subsidiaries
has paid all material Taxes, other than Taxes being contested in good faith and for which adequate reserves have been established. None
of the Company or any of its Subsidiaries is currently engaged in any material audit, administrative or judicial proceeding with respect
to Taxes. None of the Company or any of its Subsidiaries has received any written notice from a Governmental Authority of a proposed deficiency
of any material amount of Taxes. Each of the Company and its Subsidiaries has withheld or collected from each payment made to its employees
all material Taxes required to be withheld or collected therefrom and has paid the same to the proper tax authority.


    	 	22 	 



     


    

Section 5.26.    
Insurance. The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such
losses and risks and in such amounts as, in the Company’s reasonable judgment, are prudent and customary in the businesses in which
the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage. The Company has
no reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain
similar coverage from similar insurers as may be necessary to continue its business at a cost that would not, individually or in the aggregate,
have a Material Adverse Effect on the Company.


Section 5.27.    
Exemption from Registration. Subject to, and in reliance on, the representations, warranties and covenants made herein
by the Investor, the offer and sale of the Securities from the Company to the Investor in accordance with the terms and conditions of
this Agreement is exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) and Rule 506(b) of Regulation D;
provided, however, that at the request of and with the express agreements of the Investor (including, without limitation,
the representations, warranties and covenants of Investor set forth in Sections 4.10 through 4.13), the Securities to be issued from and
after Commencement to or for the benefit of the Investor pursuant to this Agreement shall be issued to the Investor or its designee only
as DWAC Shares and will not bear legends noting restrictions as to resale of such securities under federal or state securities laws, nor
will any such securities be subject to stop transfer instructions.


Section 5.28.    
No General Solicitation or Advertising. Neither the Company, nor any of its Subsidiaries or Affiliates, nor any Person
acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation
D) in connection with the offer or sale of the Securities.


Section 5.29.    
No Integrated Offering. None of the Company or any of its Affiliates, nor any Person acting on their behalf has, directly
or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require
registration of the offer, issuance and sale by the Company to the Investor of any of the Securities under the Securities Act, whether
through integration with prior offerings or otherwise, or cause this offering of the Securities to require approval of stockholders of
the Company under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of the
Trading Market. None of the Company, its Subsidiaries, their Affiliates nor any Person acting on their behalf will take any action or
steps referred to in the preceding sentence that would require registration of the offer, issuance and sale by the Company to the Investor
of any of the Securities under the Securities Act or cause the offering of any of the Securities to be integrated with any other offering
of securities of the Company.


Section 5.30.    
Manipulation of Price. The Company has not, and, to the Knowledge of the Company, no Person acting on their behalf has,
(i) taken, directly or indirectly, any action designed or intended to cause or to result in the stabilization or manipulation of the price
of any security of the Company, or which caused or resulted in, or which would in the future reasonably be expected to cause or result
in, the stabilization or manipulation of the price of any security of the Company, in each case 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. Neither the
Company nor any of its officers, directors or Affiliates will during the term of this Agreement, and, to the Knowledge of the Company,
no Person acting on their behalf will during the term of this Agreement, take any of the actions referred to in the immediately preceding
sentence.


    	 	23 	 



     


    

Section 5.31.    
Securities Act. The Company has complied and shall comply with all applicable federal and state securities laws in connection
with the offer, issuance and sale of the Securities hereunder, including, without limitation, the applicable requirements of the Securities
Act. Each Registration Statement, upon filing with the Commission and at the time it is declared effective by the Commission, shall satisfy
all of the requirements of the Securities Act to register the resale of the Registrable Securities included therein by the Investor in
accordance with the Registration Rights Agreement on a delayed or continuous basis under Rule 415 under the Securities Act at then-prevailing
market prices, and not fixed prices. The Company is not currently, and has not been since August 16, 2021, an issuer identified in, or
subject to, Rule 144(i). The Company has filed current “Form 10 information” (as defined in Rule 144(i)(3) under the Securities
Act) with the Commission on August 23, 2021 reflecting its status as an entity that is not a shell company.


Section 5.32.    
Listing and Maintenance Requirements; DTC Eligibility. The Common Stock is registered pursuant to Section 12(b) of the
Exchange Act, and the Company has taken no action designed to, or which to its Knowledge is likely to have the effect of, terminating
the registration of the Common Stock under the Exchange Act, nor has the Company received any notification that the Commission is contemplating
terminating such registration. The Company has not received notice from the Trading Market to the effect that the Company is not in compliance
with the listing or maintenance requirements of the Trading Market. The Common Stock is eligible for participation in the DTC book entry
system and has shares on deposit at DTC for transfer electronically to third parties via DTC through its Deposit/Withdrawal at Custodian
(“DWAC”) delivery system. The Company has not received notice from DTC to the effect that a suspension of, or
restriction on, accepting additional deposits of the Common Stock, electronic trading or book-entry services by DTC with respect to the
Common Stock is being imposed or is contemplated.


Section 5.33.    
Application of Takeover Protections. There is no control share acquisition, business combination, poison pill (including
any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Charter or the laws of its
state of incorporation that is or could become applicable to the Investor as a result of the Investor and the Company fulfilling their
respective obligations or exercising their respective rights under the Transaction Documents (as applicable), including, without limitation,
as a result of the Company’s issuance of the Securities and the Investor’s ownership of the Securities.


Section 5.34.    
No Unlawful Payments. Neither the Company nor any of its Subsidiaries nor any director or officer, nor, to the Knowledge
of the Company, any employee, agent, representative or Affiliate of the Company, has taken within the past five years any action in furtherance
of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else
of value, directly or indirectly, to any “government official” (including any officer or employee of a government or government-owned
or controlled entity or of a public international organization, or any Person acting in an official capacity for or on behalf of any of
the foregoing, or any political party or party official or candidate for political office) to influence official action or secure an improper
advantage (to the extent acting on behalf of or providing services to the Company); and the Company and its Subsidiaries have conducted
their businesses within the past five years in compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended, any applicable
law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions,
signed December 17, 1997, the U.K. Bribery Act 2010 and other applicable anti-corruption, anti-money laundering and anti-bribery laws,
and have instituted and maintain policies and procedures designed to promote and achieve compliance with such laws and with the representation
and warranty contained herein.


    	 	24 	 



     


    

Section 5.35.    
Money Laundering Laws. The operations of the Company are and have been conducted at all times within the past five years
in material compliance with all applicable financial recordkeeping and reporting requirements, including those of the Currency and Foreign
Transactions Reporting Act of 1970, as amended, and the applicable anti-money laundering statutes, including
but not limited to, applicable federal, state, international, foreign or other laws, regulations or government guidance regarding anti-money
laundering, including, without limitation, Title 18 U.S. Code Section 1956 and 1957, the Patriot Act, the Bank Secrecy Act, and international
anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Action Task Force
on Money Laundering, of which the United States is a member and with which designation the United States representative to the group or
organization continues to concur, all as amended, and any Executive order, directive, or regulation pursuant to the authority of any of
the foregoing, or any orders or licenses issued thereunder, of jurisdictions where the Company conducts business, the rules and
regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental
agency (collectively, the “Money Laundering Laws”), and no action, suit or proceeding by or before any court
or governmental agency, authority or body or any arbitrator involving the Company with respect to the Money Laundering Laws is pending
or, to the best knowledge of the Company, threatened.


Section 5.36.    
OFAC. Neither the Company nor any of its Subsidiaries, nor any director, officer, or employee thereof, nor, to the Company’s
Knowledge, any agent, Affiliate or representative of the Company, is a Person that is, or is owned or controlled by a Person that is (i)
the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the
United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively,
“Sanctions”), nor (ii) located, organized or resident in a country or territory that is the subject of Sanctions
(including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria). Neither the Company nor any of its Subsidiaries will,
directly or indirectly, use the proceeds from the sale of Shares under this Agreement, or lend, contribute or otherwise make available
such proceeds to any Subsidiary, joint venture partner or other Person (a) to fund or facilitate any activities or business of or with
any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions, or (b) in any
other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as
underwriter, advisor, investor or otherwise). Neither the Company nor any of its Subsidiaries have knowingly engaged in, or are now knowingly
engaged in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction
is or was the subject of Sanctions.


    	 	25 	 



     


    

Section 5.37.    
U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, a United States
real property holding corporation within the meaning of Section 897(c)(2) of the Code.


Section 5.38.    
No Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive
officer, other officer of the Company participating in the offering contemplated hereby, any beneficial owner of 20% or more of the Company’s
outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under
the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person”)
is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a
“Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under the
Securities Act. The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification
Event.


Section 5.39.    
Stock Option Plans. Each stock option granted by the Company was granted (i) in accordance with the terms of the applicable
stock option plan of the Company and (ii) with an exercise price at least equal to the fair market value of the Common Stock on the date
such stock option would be considered granted under GAAP and applicable law. No stock option granted under the Company’s stock option
plan has been backdated. The Company has not knowingly granted, and there is no and has been no policy or practice of the Company to knowingly
grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the release or other public announcement
of material information regarding the Company or its Subsidiaries or their financial results or prospects.


Section 5.40.    
Acknowledgement Regarding Investor’s Acquisition of Securities. The Company acknowledges and agrees that the Investor
is acting solely in the capacity of an arm’s-length purchaser with respect to this Agreement and the transactions contemplated by
the Transaction Documents. The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the
Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated by the Transaction Documents, and
any advice given by the Investor or any of its representatives or agents in connection therewith is merely incidental to the Investor’s
acquisition of the Securities. The Company further represents to the Investor that the Company’s decision to enter into the Transaction
Documents to which it is a party has been based solely on the independent evaluation of the transactions contemplated thereby by the Company
and its representatives. The Company acknowledges and agrees that the Investor has not made and does not make any representations or warranties
with respect to the transactions contemplated by the Transaction Documents other than those specifically set forth in Article IV.


    	 	26 	 



     


    

Article
VI

ADDITIONAL COVENANTS


The Company covenants with
the Investor, and the Investor covenants with the Company, as follows, which covenants of one party are for the benefit of the other party,
during the Investment Period (and with respect to the Company, for the period following the termination of this Agreement specified in
Section 8.3 pursuant to and in accordance with Section 8.3):


Section 6.1.        
Securities Compliance. The Company shall notify the Commission and the Trading Market, if and as applicable, in accordance
with their respective rules and regulations, of the transactions contemplated by the Transaction Documents, and shall take all necessary
action, undertake all proceedings and obtain all registrations, permits, consents and approvals for the legal and valid issuance of the
Securities to the Investor in accordance with the terms of the Transaction Documents, as applicable.


Section 6.2.        
Reservation of Common Stock. The Company has available and the Company shall reserve and keep available at all times,
free of preemptive and other similar rights of stockholders, the requisite aggregate number of authorized but unissued shares of Common
Stock to enable the Company to timely effect (i) the issuance and delivery of all Commitment Shares to be issued and delivered to the
Investor under Section 10.1(ii) hereof within the time period specified in Section 10.1(ii) hereof, and (ii) the issuance, sale and delivery
of all Shares to be issued, sold and delivered in respect of each VWAP Purchase effected under this Agreement, in the case of this clause
(ii), at least prior to the delivery by the Company to the Investor of the applicable VWAP Purchase Notice in connection with such VWAP
Purchase. Without limiting the generality of the foregoing, as of the date of this Agreement, the Company has reserved, out of its authorized
and unissued Common Stock, 302,634 shares of Common Stock solely for the purpose of issuing all of the Commitment Shares under this Agreement
to be issued and delivered to the Investor under Section 10.1(ii) hereof within the time period specified in Section 10.1(ii) hereof.
The number of shares of Common Stock so reserved for the purpose of effecting VWAP Purchases under this Agreement may be increased from
time to time by the Company from and after the Commencement Date, and such number of reserved shares may be reduced from and after the
Commencement Date only by the number of Shares actually issued, sold and delivered to the Investor pursuant to VWAP Purchases effected
by the Company from and after the Commencement Date pursuant to this Agreement.


Section 6.3.        
Registration and Listing. During the Investment Period, the Company shall use its commercially reasonable efforts to
cause the Common Stock to continue to be registered as a class of securities under Sections 12(b) of the Exchange Act, and to comply with
its reporting and filing obligations under the Exchange Act, and shall not take any action or file any document (whether or not permitted
by the Securities Act or the Exchange Act) to terminate or suspend such registration or to terminate or suspend its reporting and filing
obligations under the Exchange Act or Securities Act, except as permitted herein. The Company shall use its commercially reasonable efforts
to continue the listing and trading of its Common Stock and the listing of the Securities purchased by the Investor hereunder on the Trading
Market and to comply with the Company’s reporting, filing and other obligations under the rules and regulations of the Trading Market.
The Company shall not take any action which could be reasonably expected to result in the delisting or suspension of the Common Stock
on the Trading Market. If the Company receives any final and non-appealable notice that the listing or quotation of the Common Stock on
the Trading Market shall be terminated on a date certain, the Company shall promptly (and in any case within 24 hours) notify the Investor
of such fact in writing and shall use its commercially reasonable efforts to cause the Common Stock to be listed or quoted on another
Eligible Market.


    	 	27 	 



     


    

Section 6.4.        
Compliance with Laws.


(i)                
During the Investment Period, the Company shall comply with applicable provisions of the Securities Act and the Exchange Act, including
Regulation M thereunder, applicable state securities or “Blue Sky” laws, and applicable listing rules of the Trading Market
or Eligible Market, in connection with the transactions contemplated by this Agreement and the Registration Rights Agreement, except as
would not, individually or in the aggregate, prohibit or otherwise interfere with the ability of the Company to enter into and perform
its obligations under this Agreement in any material respect or for Investor to conduct resales of Shares under the Registration Statement
in any material respect.


(ii)             
The Investor shall comply with all laws, rules, regulations and orders applicable to the performance by it of its obligations under
this Agreement and its investment in the Shares, except as would not, individually or in the aggregate, prohibit or otherwise interfere
with the ability of the Investor to enter into and perform its obligations under this Agreement in any material respect. Without limiting
the foregoing, the Investor shall comply with all applicable provisions of the Securities Act and the Exchange Act, including Regulation
M thereunder, and all applicable state securities or “Blue Sky” laws, in connection with the transactions contemplated by
this Agreement and the Registration Rights Agreement.


Section 6.5.        
Keeping of Records and Books of Account; Due Diligence.


(i)                
The Investor and the Company shall each maintain records showing the remaining Total Commitment, the remaining Aggregate Limit
and the dates and VWAP Purchase Share Amount for each VWAP Purchase pursuant to this Agreement.


(ii)             
Subject to the requirements of Section 6.12, from time to time from and after the Closing Date, the Company shall make available
for inspection and review by the Investor during normal business hours and after reasonable notice, customary documentation reasonably
requested by the Investor and/or its appointed counsel or advisors to conduct due diligence; provided, however, that after
the Closing Date, the Investor’s continued due diligence shall not be a condition precedent to the Commencement or to the Investor’s
obligation to accept a VWAP Purchase Notice timely delivered by the Company to the Investor in accordance with this Agreement.


Section 6.6.        
No Frustration; No Variable Rate Transactions.


(i)                
No Frustration. The Company shall not enter into, announce or recommend to its stockholders any agreement, plan,
arrangement or transaction in or of which the terms thereof would restrict, materially delay, conflict with or impair the ability or right
of the Company to perform its obligations under the Transaction Documents to which it is a party, including, without limitation, the obligation
of the Company to deliver (i) the Commitment Shares to the Investor not later than 4:00 p.m. (New York time) on the third (3rd)
Trading Day immediately following the Closing Date, and (ii) the Shares to the Investor in respect of a VWAP Purchase not later than the
applicable VWAP Purchase Settlement Date for such VWAP Purchase. For the avoidance of doubt, nothing in this Section 6.6(i) shall in any
way limit the Company’s right to terminate this Agreement in accordance with Section 8.2 (subject in all cases to Section 8.3).


    	 	28 	 



     


    

(ii)             
No Variable Rate Transactions. The Company shall not effect or enter into an agreement to effect any issuance by
the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (or a combination of units thereof) involving a Variable
Rate Transaction, other than in connection with an Exempt Issuance. The Investor shall be entitled to seek injunctive relief against the
Company and its Subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect damages, without
the necessity of showing economic loss and without any bond or other security being required.


Section 6.7.        
Corporate Existence. The Company shall take all steps necessary to preserve and continue the corporate existence of
the Company; provided, however, that, except as provided in Section 6.8, nothing in this Agreement shall be deemed to prohibit
the Company from engaging in any Fundamental Transaction with another Person. For the avoidance of doubt, nothing in this Section 6.7
shall in any way limit the Company’s right to terminate this Agreement in accordance with Section 8.2 (subject in all cases to Section
8.3).


Section 6.8.        
Fundamental Transaction. If a VWAP Purchase Notice has been timely and properly delivered to the Investor for a VWAP
Purchase under this Agreement, but the payment for, against issuance and delivery as DWAC Shares to the Investor of, all of the Shares
constituting the full VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase has not been fully settled in accordance
with this Agreement, including, without limitation, Section 3.2 of this Agreement, the Company shall not effect any Fundamental Transaction
until the expiration of three (3) Trading Days following the later of (i) the VWAP Purchase Settlement Date for the VWAP Purchase to which
such VWAP Purchase Notice relates and (ii) such later Trading Date on which the payment for, against issuance and delivery as DWAC Shares
to the Investor of, all of such Shares constituting the entire VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase
shall have been fully settled in accordance with this Agreement, including, without limitation, Section 3.2 of this Agreement.


Section 6.9.        
Selling Restrictions. The Investor covenants and agrees that commencing upon the execution
of this Agreement on the Closing Date and ending on the date of any termination of this Agreement pursuant to Section 8.1 or Section 8.2
(the “Restricted Period”), neither the Investor nor any of its Affiliates
nor any entity managed or controlled by the Investor (collectively, the “Restricted Persons”
and each of the foregoing is referred to herein as a “Restricted Person”)
shall, directly or indirectly, (i) engage in or effect any Short Sales of Common Stock or (ii) execute any stock pledge, forward sales
contract, option, put, call, swap or similar hedging arrangement (including on a total return basis), which establishes a net short position
with respect to the Common Stock.  In addition to the foregoing, in connection with any resale of Securities by the Investor, each
of the Restricted Persons shall comply in all respects with all applicable laws, rules, regulations and orders, including, without limitation,
the applicable requirements of the Securities Act and the Exchange Act, including, without limitation, Regulation SHO, and all orders
of any regulatory authority applicable to any Restricted Person.


    	 	29 	 



     


    

Section 6.10.    
Effective Registration Statement. During the Investment Period, the Company shall use its commercially reasonable efforts
to maintain the continuous effectiveness of the Initial Registration Statement and each New Registration Statement filed with the Commission
under the Securities Act for the applicable Registration Period pursuant to and in accordance with the Registration Rights Agreement.


Section 6.11.    
Blue Sky. The Company shall take such action, if any, as is necessary by the Company in order to obtain an exemption
for or to qualify the Securities for sale by the Company to the Investor pursuant to the Transaction Documents, and at the request of
the Investor, the subsequent resale of Registrable Securities by the Investor, in each case, under applicable state securities or “Blue
Sky” laws and shall provide evidence of any such action so taken to the Investor from time to time following the Closing Date; provided,
however, that the Company shall not be required in connection therewith or as a condition thereto to (x) qualify to do business
in any jurisdiction where it would not otherwise be required to qualify but for this Section 6.11, (y) subject itself to general taxation
in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction.


Section 6.12.    
Non-Public Information. Neither the Company or any of its Subsidiaries, nor any of their respective directors, officers,
employees or agents shall disclose any material non-public information about the Company to the Investor, unless a simultaneous public
announcement thereof is made by the Company in the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant
by the Company or any of its Subsidiaries, or any of their respective directors, officers, employees and agents (as determined in the
reasonable good faith judgment of the Investor), if the Investor is holding any Securities at the time of the disclosure of such material,
non-public information, (i) the Investor shall promptly provide written notice of such breach to the Company and (ii) after such notice
has been provided to the Company and, provided that the Company shall have failed to (a) publicly disclose such material, non-public information
within 24 hours following demand therefor by the Investor or (b) demonstrate to the Investor that such information does not constitute
material, non-public information, in addition to any other remedy provided herein or in the other Transaction Documents, the Investor
shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material,
non-public information without the prior approval by the Company, any of its Subsidiaries, or any of their respective directors, officers,
employees or agents. The Investor shall not have any liability to the Company, any of its Subsidiaries, or any of their respective directors,
officers, employees, stockholders or agents, for any such disclosure.


Section 6.13.    
Broker/Dealer. The Investor shall use one or more broker-dealers to effectuate all sales, if any, of the Securities
that it may purchase or otherwise acquire from the Company pursuant to the Transaction Documents, as applicable, which shall be unaffiliated
with the Investor and not then currently engaged or used by the Company, and shall be a DTC participant (collectively, the “Broker-Dealer”).
The Investor shall, from time to time, provide the Company and its transfer agent with all information regarding the Broker-Dealer reasonably
requested by the Company. The Investor shall be solely responsible for all fees and commissions of the Broker-Dealer, which shall not
exceed customary brokerage fees and commissions.


Section 6.14.    
Disclosure Schedule.


    	 	30 	 



     


    

(i)                
The Company may, from time to time, update the Disclosure Schedule as may be required to satisfy the conditions set forth in Section
7.2(i) and Section 7.3(i) (to the extent such condition set forth in Section 7.3(i) relates to the condition in Section 7.2(i) as of a
specific VWAP Purchase Condition Satisfaction Time). For purposes of this Section 6.14, any disclosure made in a schedule to the Compliance
Certificate shall be deemed to be an update of the Disclosure Schedule. Notwithstanding anything in this Agreement to the contrary, no
update to the Disclosure Schedule pursuant to this Section 6.14 shall cure any breach of a representation or warranty of the Company contained
in this Agreement and made prior to the update and shall not affect any of the Investor’s rights or remedies with respect thereto.


(ii)             
Notwithstanding anything to the contrary contained in the Disclosure Schedule or in this Agreement, the information and disclosure
contained in any Schedule of the Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in any other Schedule
of the Disclosure Schedule as though fully set forth in such Schedule for which applicability of such information and disclosure is readily
apparent on its face. The fact that any item of information is disclosed in the Disclosure Schedule shall not be construed to mean that
such information is required to be disclosed by this Agreement. Except as expressly set forth in this Agreement, such information and
the thresholds (whether based on quantity, qualitative characterization, dollar amounts or otherwise) set forth herein shall not be used
as a basis for interpreting the terms “material” or “Material Adverse Effect” or other similar terms in this Agreement.


Section 6.15.    
Delivery of Bring Down Opinions and Compliance Certificates Upon Occurrence of Certain Events. Within three (3) Trading
Days immediately following the end of each PEA Period, if the Company is required under the Securities Act to file with the Commission
(A) a post-effective amendment to the Initial Registration Statement required to be filed by the Company with the Commission pursuant
to Section 2(a) of the Registration Rights Agreement, (B) a New Registration Statement required to be filed by the Company with the Commission
pursuant to Section 2(c) of the Registration Rights Agreement, or (C) a post-effective amendment to a New Registration Statement required
to be filed by the Company with the Commission pursuant to Section 2(c) of the Registration Rights Agreement, in each case with respect
to a fiscal year ending after the Commencement Date, to register the resale of Securities by the Investor under the Securities Act pursuant
to this Agreement and the Registration Rights Agreement, and (ii) the date the Company files with the Commission (A) a Prospectus Supplement
to the Prospectus contained in the Initial Registration Statement or any New Registration Statement under the Securities Act, (B) an annual
report on Form 10-K under the Exchange Act with respect to a fiscal year ending after the Commencement Date, (C) an amendment on Form
10-K/A to an annual report on Form 10-K under the Exchange Act with respect to a fiscal year ending after the Commencement Date, which
contains amended material financial information (or a restatement of material financial information) or an amendment to other material
information contained in a previously filed Form 10-K, and (D) a Commission Document under the Exchange Act (other than those referred
to in clauses (ii)(A) and (ii)(B) of this Section 6.15), which contains amended material financial information (or a restatement of material
financial information) or an amendment to other material information contained or incorporated by reference in the Initial Registration
Statement, any New Registration Statement, or the Prospectus or any Prospectus Supplement contained in the Initial Registration Statement
or any New Registration Statement (it being hereby acknowledged and agreed that the filing by the Company with the Commission of a quarterly
report on Form 10-Q that includes only updated financial information as of the end of the Company’s most recent fiscal quarter shall
not, in and of itself, constitute an “amendment” or “restatement” for purposes of clause (ii) of this Section
6.15), in each case of this clause (ii) if the Company is not also then required under the Securities Act to file a post-effective amendment
to the Initial Registration Statement, any New Registration Statement or a post-effective amendment to any New Registration Statement,
in each case with respect to a fiscal year ending after the Commencement Date, to register the resale of Securities by the Investor under
the Securities Act pursuant to this Agreement and the Registration Rights Agreement, and in any case of this clause (ii), not more than
once per calendar quarter, the Company shall (I) deliver to the Investor a Compliance Certificate, dated such date, and (II) cause to
be furnished to the Investor an opinion “bring down” from outside counsel to the Company substantially in the form mutually
agreed to by the Company and the Investor prior to the date of this Agreement, modified, as necessary, to relate to such Registration
Statement or post-effective amendment, or the Prospectus contained therein as then amended or supplemented by such Prospectus Supplement,
as applicable (each such opinion, a “Bring Down Opinion”).


    	 	31 	 



     


    

Article
VII

CONDITIONS TO CLOSING, COMMENCEMENT AND VWAP PURCHASES


Section 7.1.        
Conditions Precedent to Closing. The Closing is subject to the satisfaction of each of the conditions set forth in this
Section 7.1 on the Closing Date.


(i)                
Accuracy of the Investor’s Representations and Warranties. The representations and warranties of the Investor
contained in this Agreement (a) that are not qualified by “materiality” shall be true and correct in all material respects
as of the Closing Date, except to the extent such representations and warranties are as of another date, in which case, such representations
and warranties shall be true and correct in all material respects as of such other date and (b) that are qualified by “materiality”
shall be true and correct as of the Closing Date, except to the extent such representations and warranties are as of another date, in
which case, such representations and warranties shall be true and correct as of such other date.


(ii)             
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company
contained in this Agreement (a) that are not qualified by “materiality” or “Material Adverse Effect” shall be
true and correct in all material respects as of the Closing Date, except to the extent such representations and warranties are as of another
date, in which case, such representations and warranties shall be true and correct in all material respects as of such other date and
(b) that are qualified by “materiality” or “Material Adverse Effect” shall be true and correct as of the
Closing Date, except to the extent such representations and warranties are as of another date, in which case, such representations and
warranties shall be true and correct as of such other date.


(iii)           
Payment of Investor Expense Reimbursement and Issuance of Commitment Shares. On or prior to the Closing Date, the
Company shall have paid by wire transfer of immediately available funds to an account designated by the Investor on or prior to the date
hereof, the Investor Expense Reimbursement in accordance with Section 10.1(i), all of which Investor Expense Reimbursement shall be fully
earned and non-refundable as of the Closing Date, regardless of whether the Commencement shall occur, or any VWAP Purchases are made or
settled hereunder or any subsequent termination of this Agreement. On the Closing Date, the Company shall deliver irrevocable instructions
to its transfer agent to issue to the Investor, not later than 4:00 p.m. (New York City time) on the third (3rd) Trading Day
immediately following the Closing Date, a certificate or book-entry statement representing the Commitment Shares in the name of the Investor
or its designee (in which case such designee name shall have been provided to the Company prior to the Closing Date), in consideration
for the Investor’s execution and delivery of this Agreement. If the Commitment Shares are issued (a) in certificated form, such
certificate shall be delivered to the Investor by overnight courier at its address set forth in Section 10.4 hereof or (b) in book-entry
form, a book-entry statement shall be promptly delivered by email or such other method of delivery as is customary for the Company’s
transfer agent. For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the Closing Date, regardless of whether
the Commencement shall occur, or any VWAP Purchases are made or settled hereunder or any subsequent termination of this Agreement.


    	 	32 	 



     


    

(iv)            
Closing Deliverables. At the Closing, counterpart signature pages of this Agreement and the Registration Rights Agreement
executed by each of the parties hereto shall be delivered as provided in Section 2.2. Simultaneously with the execution and delivery of
this Agreement and the Registration Rights Agreement, the Investor’s counsel shall have received (a) the opinions of outside counsel
to the Company, dated the Closing Date, in the forms mutually agreed to by the Company and the Investor prior to the date of this Agreement,
(b) a copy of the irrevocable instructions to the Company’s transfer agent regarding the issuance to the Investor or its designee
of the certificate(s) or book-entry statement(s) representing the Commitment Shares pursuant to and in accordance with Section 10.1(ii)
hereof, and (c) the closing certificate from the Company, dated the Closing Date, in the form of Exhibit B hereto.


Section 7.2.        
Conditions Precedent to Commencement. The right of the Company to commence delivering VWAP Purchase Notices under this
Agreement, and the obligation of the Investor to accept VWAP Purchase Notices delivered to the Investor by the Company under this Agreement,
are subject to the initial satisfaction, at Commencement, of each of the conditions set forth in this Section 7.2.


(i)                
Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company
contained in this Agreement (a) that are not qualified by “materiality” or “Material Adverse Effect” shall have
been true and correct in all material respects when made and shall be true and correct in all material respects as of the Commencement
Date with the same force and effect as if made on such date, except to the extent such representations and warranties are as of another
date, in which case, such representations and warranties shall be true and correct in all material respects as of such other date and
(b) that are qualified by “materiality” or “Material Adverse Effect” shall have been true and correct when
made and shall be true and correct as of the Commencement Date with the same force and effect as if made on such date, except to the extent
such representations and warranties are as of another date, in which case, such representations and warranties shall be true and correct
as of such other date.


(ii)             
Performance of the Company. The Company shall have performed, satisfied and complied in all material respects with
all covenants, agreements and conditions required by this Agreement and the Registration Rights Agreement to be performed, satisfied or
complied with by the Company at or prior to the Commencement. The Company shall deliver to the Investor on the Commencement Date the compliance
certificate substantially in the form attached hereto as Exhibit C (the “Compliance Certificate”).


    	 	33 	 



     


    

(iii)           
Initial Registration Statement Effective. The Initial Registration Statement covering the resale by the Investor
of the Registrable Securities included therein required to be filed by the Company with the Commission pursuant to Section 2(a) of the
Registration Rights Agreement shall have been declared effective under the Securities Act by the Commission, and the Investor shall be
permitted to utilize the Prospectus therein to resell (a) all of the Commitment Shares and (b) all of the Shares included in such Prospectus.


(iv)            
No Material Notices. None of the following events shall have occurred and be continuing: (a) receipt of any request
by the Commission or any other Governmental Authority for any additional information relating to the Initial Registration Statement, the
Prospectus contained therein or any Prospectus Supplement thereto, or for any amendment of or supplement to the Initial Registration Statement,
the Prospectus contained therein or any Prospectus Supplement thereto; (b) the issuance by the Commission or any other Governmental Authority
of any stop order suspending the effectiveness of the Initial Registration Statement or prohibiting or suspending the use of the Prospectus
contained therein or any Prospectus Supplement thereto, or of the suspension of qualification or exemption from qualification of the Securities
for offering or sale in any jurisdiction, or the initiation or contemplated initiation of any proceeding for such purpose; or (c) the
occurrence of any event or the existence of any condition or state of facts, which makes any statement of a material fact made in the
Initial Registration Statement, the Prospectus contained therein or any Prospectus Supplement thereto untrue or which requires the making
of any additions to or changes to the statements then made in the Initial Registration Statement, the Prospectus contained therein or
any Prospectus Supplement thereto in order to state a material fact required by the Securities Act to be stated therein or necessary in
order to make the statements then made therein (in the case of the Prospectus or any Prospectus Supplement, in light of the circumstances
under which they were made) not misleading, or which requires an amendment to the Initial Registration Statement or a supplement to the
Prospectus contained therein or any Prospectus Supplement thereto to comply with the Securities Act or any other law. The Company shall
have no Knowledge of any event that could reasonably be expected to have the effect of causing the suspension of the effectiveness of
the Initial Registration Statement or the prohibition or suspension of the use of the Prospectus contained therein or any Prospectus Supplement
thereto in connection with the resale of the Registrable Securities by the Investor.


(v)              
Other Commission Filings. The Current Report and the Form D shall have been filed with the Commission as required
pursuant to Section 2.3. The final Prospectus included in the Initial Registration Statement shall have been filed with the Commission
prior to Commencement in accordance with Section 2.3 and the Registration Rights Agreement. All reports, schedules, registrations, forms,
statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements
of the Exchange Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the Exchange Act, prior
to Commencement shall have been filed with the Commission.


(vi)            
No Suspension of Trading in or Notice of Delisting of Common Stock. Trading in the Common Stock shall not have been
suspended by the Commission, the Trading Market or FINRA (except for any suspension of trading that is terminated prior to the Commencement
Date), the Company shall not have received any final and non-appealable notice that the listing or quotation of the Common Stock on the
Trading Market shall be terminated on a date certain (unless, prior to such date certain, the Common Stock is listed or quoted on any
other Eligible Market), nor shall there have been imposed any suspension of, or restriction on, accepting additional deposits of the Common
Stock, electronic trading or book-entry services by DTC with respect to the Common Stock that is continuing, the Company shall not have
received any notice from DTC to the effect that a suspension of, or restriction on, accepting additional deposits of the Common Stock,
electronic trading or book-entry services by DTC with respect to the Common Stock is being imposed or is contemplated (unless, prior to
such suspension or restriction, DTC shall have notified the Company in writing that DTC has determined not to impose any such suspension
or restriction).


    	 	34 	 



     


    

(vii)         
Compliance with Laws. The Company shall have complied with all applicable federal, state and local governmental laws,
rules, regulations and ordinances in connection with the execution, delivery and performance of this Agreement and the other Transaction
Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, including, without limitation,
the Company shall have obtained all permits and qualifications required by any applicable state securities or “Blue Sky” laws
for the offer and sale of the Securities by the Company to the Investor and the subsequent resale of the Registrable Securities by the
Investor (or shall have the availability of exemptions therefrom).


(viii)       
No Injunction. No statute, regulation, order, decree, writ, ruling or injunction shall have been enacted, entered,
promulgated, threatened or endorsed by any court or Governmental Authority of competent jurisdiction which prohibits the consummation
of or which would materially modify or delay any of the transactions contemplated by the Transaction Documents.


(ix)            
No Proceedings or Litigation. No action, suit or proceeding before any arbitrator or any court or Governmental Authority
shall have been commenced, and no inquiry or investigation by any Governmental Authority shall have been commenced, against the Company
or any Subsidiary, or any of the officers, directors or affiliates of the Company or any Subsidiary, seeking to restrain, prevent or change
the transactions contemplated by the Transaction Documents, or seeking material damages in connection with such transactions.


(x)              
Listing of Securities. All of the Securities that have been and may be issued pursuant to this Agreement shall have
been approved for listing or quotation on the Trading Market (or on an Eligible Market) as of the Commencement Date, subject only to notice
of issuance.


(xi)            
No Material Adverse Effect. No condition, occurrence, state of facts or event constituting a Material Adverse Effect
shall have occurred and be continuing.


(xii)         
No Bankruptcy Proceedings. No Person shall have commenced a proceeding against the Company pursuant to or within
the meaning of any Bankruptcy Law. The Company shall not have, pursuant to or within the meaning of any Bankruptcy Law, (a) commenced
a voluntary case, (b) consented to the entry of an order for relief against it in an involuntary case, (c) consented to the appointment
of a Custodian of the Company or for all or substantially all of its property, or (d) made a general assignment for the benefit of its
creditors. A court of competent jurisdiction shall not have entered an order or decree under any Bankruptcy Law that (I) is for relief
against the Company in an involuntary case, (II) appoints a Custodian of the Company or for all or substantially all of its property,
or (III) orders the liquidation of the Company or any of its Subsidiaries.


    	 	35 	 



     


    

(xiii)       
Commitment Shares Issued as DWAC Shares. The Company shall have caused the Company’s transfer agent to credit
the Investor’s or its designee’s account at DTC as DWAC Shares such number of shares of Common Stock equal to the number of
Commitment Shares issued to the Investor pursuant to Section 10.1(ii) hereof, in accordance with Section 10.1(iv) hereof.


(xiv)        
Delivery of Commencement Irrevocable Transfer Agent Instructions and Notice of Effectiveness. The Commencement Irrevocable
Transfer Agent Instructions shall have been executed by the Company and delivered to acknowledged in writing by the Company’s transfer
agent, and the Notice of Effectiveness relating to the Initial Registration Statement shall have been executed by the Company’s
outside counsel and delivered to the Company’s transfer agent, in each case directing the Company’s transfer agent to issue
to the Investor or its designated Broker-Dealer all of the Commitment Shares and Shares included in the Initial Registration Statement
as DWAC Shares in accordance with this Agreement and the Registration Rights Agreement.


(xv)          
[Reserved].


(xvi)        
Opinions and Bring-Down Opinions of Company Counsel. On the Commencement Date, the Investor shall have received the
opinions, bring-down opinions and negative assurances from outside counsel to the Company, dated the Commencement Date, in the forms mutually
agreed to by the Company and the Investor prior to the date of this Agreement.


Section 7.3.        
Conditions Precedent to VWAP Purchases after Commencement Date. The right of the Company to deliver a VWAP Purchase
Notice under this Agreement after the Commencement Date, and the obligation of the Investor to accept a VWAP Purchase Notice delivered
to the Investor by the Company under this Agreement after the Commencement Date, are subject to the satisfaction of each of the conditions
set forth in this Section 7.3 at the applicable VWAP Purchase Condition Satisfaction Time for the VWAP Purchase to be effected by such
VWAP Purchase Notice.


(i)                
Satisfaction of Certain Prior Conditions. Each of the conditions set forth in subsections (i), (ii), and (vii) through
(xiii) set forth in Section 7.2 shall be satisfied at each VWAP Purchase Condition Satisfaction Time after the Commencement Date (with
the terms “Commencement” and “Commencement Date” in the conditions set forth in subsections (i) and (ii) of Section
7.2 replaced with “applicable VWAP Purchase Condition Satisfaction Time”); provided, however, that the Company
shall not be required to deliver the Compliance Certificate after the Commencement Date, except as provided in Section 6.15 and Section
7.3(x).


    	 	36 	 



     


    

(ii)             
Initial Registration Statement Effective. The Initial Registration Statement covering the resale by the Investor
of the Registrable Securities included therein filed by the Company with the Commission pursuant to Section 2(a) of the Registration Rights
Agreement, and any post-effective amendment thereto required to be filed by the Company with the Commission after the Commencement Date
and prior to the applicable VWAP Purchase Condition Satisfaction Time pursuant to the Registration Rights Agreement, in each case shall
have been declared effective under the Securities Act by the Commission and shall remain effective for the applicable Registration Period
(as defined in the Registration Rights Agreement), and the Investor shall be permitted to utilize the Prospectus therein, and any Prospectus
Supplement thereto, to resell (a) all of the Commitment Shares, (b) all of the Shares included in the Initial Registration Statement,
and any post-effective amendment thereto, that have been issued and sold to the Investor hereunder pursuant to all VWAP Purchase Notices
delivered by the Company to the Investor prior to the delivery of the applicable VWAP Purchase Notice on the applicable VWAP Purchase
Exercise Date, and (c) all of the Shares included in the Initial Registration Statement, and any post-effective amendment thereto, that
are issuable pursuant to the applicable VWAP Purchase Notice delivered by the Company to the Investor for a VWAP Purchase in accordance
with this Agreement.


(iii)           
Any Required New Registration Statement Effective. Any New Registration Statement covering the resale by the Investor
of the Registrable Securities included therein, and any post-effective amendment thereto, required to be filed by the Company with the
Commission pursuant to the Registration Rights Agreement after the Commencement Date and prior to the applicable VWAP Purchase Condition
Satisfaction Time, in each case shall have been declared effective under the Securities Act by the Commission and shall remain effective
for the applicable Registration Period, and the Investor shall be permitted to utilize the Prospectus therein, and any Prospectus Supplement
thereto, to resell (a) all of the Commitment Shares (if any) included in such New Registration Statement, and any post-effective amendment
thereto, (b) all of the Shares included in such New Registration Statement, and any post-effective amendment thereto, that have been issued
and sold to the Investor hereunder pursuant to all VWAP Purchase Notices delivered by the Company to the Investor prior to the delivery
of the applicable VWAP Purchase Notice on the applicable VWAP Purchase Exercise Date, and (c) all of the Shares included in such new Registration
Statement, and any post-effective amendment thereto, that are issuable pursuant the applicable VWAP Purchase Notice delivered by the Company
to the Investor for a VWAP Purchase in accordance with this Agreement.


(iv)            
Delivery of Subsequent Irrevocable Transfer Agent Instructions and Notice of Effectiveness. With respect to any post-effective
amendment to the Initial Registration Statement, any New Registration Statement or any post-effective amendment to any New Registration
Statement, in each case declared effective by the Commission after the Commencement Date, the Company shall have delivered or caused to
be delivered to its transfer agent (a) irrevocable instructions in the form substantially similar to the Commencement Irrevocable Transfer
Agent Instructions executed by the Company and acknowledged in writing by the Company’s transfer agent and (b) the Notice of Effectiveness,
in each case modified as necessary to refer to such Registration Statement or post-effective amendment and the Registrable Securities
included therein, to issue the Registrable Securities included therein as DWAC Shares in accordance with the terms of this Agreement and
the Registration Rights Agreement.


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(v)              
No Material Notices. None of the following events shall have occurred and be continuing: (a) receipt of any request
by the Commission or any other Governmental Authority for any additional information relating to the Initial Registration Statement or
any post-effective amendment thereto, any New Registration Statement or any post-effective amendment thereto, or the Prospectus contained
in any of the foregoing or any Prospectus Supplement thereto, or for any amendment of or supplement to the Initial Registration Statement
or any post-effective amendment thereto, any New Registration Statement or any post-effective amendment thereto, or the Prospectus contained
in any of the foregoing or any Prospectus Supplement thereto; (b) the issuance by the Commission or any other Governmental Authority of
any stop order suspending the effectiveness of the Initial Registration Statement or any post-effective amendment thereto, any New Registration
Statement or any post-effective amendment thereto, or prohibiting or suspending the use of the Prospectus contained in any of the foregoing
or any Prospectus Supplement thereto, or of the suspension of qualification or exemption from qualification of the Securities for offering
or sale in any jurisdiction, or the initiation or contemplated initiation of any proceeding for such purpose; or (c) the occurrence of
any event or the existence of any condition or state of facts, which makes any statement of a material fact made in the Initial Registration
Statement or any post-effective amendment thereto, any New Registration Statement or any post-effective amendment thereto, or the Prospectus
contained in any of the foregoing or any Prospectus Supplement thereto untrue or which requires the making of any additions to or changes
to the statements then made in the Initial Registration Statement or any post-effective amendment thereto, any New Registration Statement
or any post-effective amendment thereto, or the Prospectus contained in any of the foregoing or any Prospectus Supplement thereto in order
to state a material fact required by the Securities Act to be stated therein or necessary in order to make the statements then made therein
(in the case of the Prospectus or any Prospectus Supplement, in light of the circumstances under which they were made) not misleading,
or which requires an amendment to the Initial Registration Statement or any post-effective amendment thereto, any New Registration Statement
or any post-effective amendment thereto, or the Prospectus contained in any of the foregoing or any Prospectus Supplement thereto to comply
with the Securities Act or any other law (other than the transactions contemplated by the applicable VWAP Purchase Notice delivered by
the Company to the Investor with respect to a VWAP Purchase to be effected hereunder). The Company shall have no Knowledge of any event
that could reasonably be expected to have the effect of causing the suspension of the effectiveness of the Initial Registration Statement
or any post-effective amendment thereto, any New Registration Statement or any post-effective amendment thereto, or the prohibition or
suspension of the use of the Prospectus contained in any of the foregoing or any Prospectus Supplement thereto in connection with the
resale of the Registrable Securities by the Investor.


(vi)            
Other Commission Filings. The final Prospectus included in any post-effective amendment to the Initial Registration
Statement, and any Prospectus Supplement thereto, required to be filed by the Company with the Commission pursuant to Section 2.3 and
the Registration Rights Agreement after the Commencement Date and prior to the applicable VWAP Purchase Condition Satisfaction Time shall
have been filed with the Commission in accordance with Section 2.3 and the Registration Rights Agreement. The final Prospectus included
in any New Registration Statement and in any post-effective amendment thereto, and any Prospectus Supplement thereto, required to be filed
by the Company with the Commission pursuant to Section 2.3 and the Registration Rights Agreement after the Commencement Date and prior
to the applicable VWAP Purchase Condition Satisfaction Time shall have been filed with the Commission in accordance with Section 2.3 and
the Registration Rights Agreement. All reports, schedules, registrations, forms, statements, information and other documents required
to have been filed by the Company with the Commission pursuant to the reporting requirements of the Exchange Act, including all material
required to have been filed pursuant to Section 13(a) or 15(d) of the Exchange Act, after the Commencement Date and prior to the applicable
VWAP Purchase Condition Satisfaction Time shall have been filed with the Commission and, if any Registrable Securities are covered by
a Registration Statement on Form S-3, such filings shall have been made within the applicable time period prescribed for such filing under
the Exchange Act.


    	 	38 	 



     


    

(vii)         
No Suspension of Trading in or Notice of Delisting of Common Stock. Trading in the Common Stock shall not have been
suspended by the Commission, the Trading Market or FINRA (except for any suspension of trading that is terminated prior to the applicable
VWAP Purchase Condition Satisfaction Time), the Company shall not have received any final and non-appealable notice that the listing or
quotation of the Common Stock on the Trading Market shall be terminated on a date certain (unless, prior to such date certain, the Common
Stock is listed or quoted on any other Eligible Market), nor shall there have been imposed any suspension of, or restriction on, accepting
additional deposits of the Common Stock, electronic trading or book-entry services by DTC with respect to the Common Stock that is continuing,
the Company shall not have received any notice from DTC to the effect that a suspension of, or restriction on, accepting additional deposits
of the Common Stock, electronic trading or book-entry services by DTC with respect to the Common Stock is being imposed or is contemplated
(unless, prior to such suspension or restriction, DTC shall have notified the Company in writing that DTC has determined not to impose
any such suspension or restriction).


(viii)       
Certain Limitations. The issuance and sale of the Shares issuable pursuant to the applicable VWAP Purchase Notice
shall not (a) exceed the applicable VWAP Purchase Maximum Amount, (b) cause the Aggregate Limit or the Beneficial Ownership Limitation
to be exceeded, or (c) cause the Exchange Cap (to the extent applicable under Section 3.3) to be exceeded, unless in the case of this
clause (c), the Company’s stockholders have theretofore approved the issuance of Common Stock under this Agreement in excess of
the Exchange Cap in accordance with the applicable rules of the Trading Market.


(ix)            
Shares Authorized and Delivered. All of the Shares issuable pursuant to the applicable VWAP Purchase Notice shall
have been duly authorized by all necessary corporate action of the Company. The Company shall have delivered to the Investor (or its designated
Broker-Dealer), and the Investor (or its designated Broker-Dealer) shall have received, all Shares relating to all prior VWAP Purchase
Notices as DWAC Shares.


(x)              
Opinions and Bring-Down Opinions of Company Counsel. The Investor shall have received (a) all Bring Down Opinions
from the Company’s outside counsel for which the Company was obligated to instruct its outside counsel to deliver to the Investor
prior to the applicable VWAP Purchase Condition Satisfaction Time and (b) all Compliance Certificates from the Company that the Company
was obligated to deliver to the Investor prior to the applicable VWAP Purchase Condition Satisfaction Time in accordance with Section
6.15.


    	 	39 	 



     


    

Article
VIII

TERMINATION


Section 8.1.        
Automatic Termination. Unless earlier terminated as provided hereunder, this Agreement shall terminate automatically
on the earliest to occur of (i) the first day of the month next following the 36-month anniversary of the Closing Date, (ii) the date
on which the Investor shall have purchased the Total Commitment worth of Shares pursuant to this Agreement, (iii) the date on which the
Common Stock shall have failed to be listed or quoted on the Trading Market or any Eligible Market, (iv) the thirtieth (30th)
Trading Day next following the date on which, pursuant to or within the meaning of any Bankruptcy Law, the Company commences a voluntary
case or any Person commences a proceeding against the Company, in each case that is not discharged or dismissed prior to such thirtieth
(30th) Trading Day, and (v) the date on which, pursuant to or within the meaning of any Bankruptcy Law, a Custodian is appointed
for the Company or for all or substantially all of its property, or the Company makes a general assignment for the benefit of its creditors.


Section 8.2.        
Other Termination. Subject to Section 8.3, the Company may terminate this Agreement after the Commencement Date effective
upon one (1) Trading Day’s prior written notice to the Investor in accordance with Section 10.4; provided, however,
that (i) the Company shall have issued all Commitment Shares to the Investor and shall have paid the Investor Expense Reimbursement required
to be paid to the Investor pursuant to Section 10.1(i) of this Agreement, in each case prior to such termination, and (ii) prior to issuing
any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the
Investor and its counsel on the form and substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may
be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless
otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective
upon one (1) Trading Day’s prior written notice to the Company in accordance with Section 10.4, if: (a) any condition, occurrence,
state of facts or event constituting a Material Adverse Effect has occurred and is continuing; (b) a Fundamental Transaction shall have
occurred; (c) the Initial Registration Statement and any New Registration Statement is not filed by the applicable Filing Deadline therefor
or declared effective by the Commission by the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement) therefor,
or the Company is otherwise in breach or default in any material respect under any of the other provisions of the Registration Rights
Agreement, and, if such failure, breach or default is capable of being cured, such failure, breach or default is not cured within 10 Trading
Days after notice of such failure, breach or default is delivered to the Company pursuant to Section 10.4; (d) while a Registration Statement,
or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement
and the Investor holds any Registrable Securities, the effectiveness of such Registration Statement, or any post-effective amendment thereto,
lapses for any reason (including, without limitation, the issuance of a stop order by the Commission) or such Registration Statement or
any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement thereto otherwise becomes unavailable
to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration
Rights Agreement, and such lapse or unavailability continues for a period of 30 consecutive Trading Days or for more than an aggregate
of 120 Trading Days in any 365-day period, other than due to acts of the Investor; (e) trading in the Common Stock on the Trading Market
(or if the Common Stock is then listed on an Eligible Market, trading in the Common Stock on such Eligible Market) shall have been suspended
and such suspension continues for a period of three (3) consecutive Trading Days; or (f) the Company is in material breach or default
of this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within 10 Trading Days
after notice of such breach or default is delivered to the Company pursuant to Section 10.4. Unless notification thereof is required elsewhere
in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly
(but in no event later than 24 hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation
FD promulgated by the Commission, or under the applicable rules and regulations of the Trading Market, the Company shall publicly disclose
such information in accordance with Regulation FD and the applicable rules and regulations of the Trading Market) upon becoming aware
of any of the events set forth in the immediately preceding sentence.


    	 	40 	 



     


    

Section 8.3.        
Effect of Termination. In the event of termination by the Company or the Investor (other than by mutual termination)
pursuant to Section 8.2, written notice thereof shall forthwith be given to the other party as provided in Section 10.4 and the transactions
contemplated by this Agreement shall be terminated without further action by either party. If this Agreement is terminated as provided
in Section 8.1 or Section 8.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of
Article V (Representations, Warranties and Covenants of the Company), Article IX (Indemnification), Article X (Miscellaneous) and this
Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the
Investor owns any Securities, the covenants and agreements of the Company contained in Article VI (Additional Covenants) shall remain
in full force and notwithstanding such termination for a period of six (6) months following such termination. Notwithstanding anything
in this Agreement to the contrary, no termination of this Agreement by any party shall (i) become effective prior to the first Trading
Day immediately following the applicable VWAP Purchase Settlement Date related to any pending VWAP Purchase Notice that has not been fully
settled in accordance with the terms and conditions of this Agreement (it being hereby acknowledged and agreed that no termination of
this Agreement shall limit, alter, modify, change or otherwise affect any of the Company’s or the Investor’s rights or obligations
under the Transaction Documents with respect to any pending VWAP Purchase, and that the parties shall fully perform their respective obligations
with respect to any such pending VWAP Purchase under the Transaction Documents), (ii) limit, alter, modify, change or otherwise affect
the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive
any such termination, (iii) affect the Investor Expenses Reimbursement payable to the Investor, all of which fees and expenses shall be
non-refundable when paid on the Closing Date pursuant to Section 10.1(i), regardless of whether the Commencement shall occur or whether
any VWAP Purchases are made or settled hereunder or any subsequent termination of this Agreement, or (iv) affect any Commitment Shares
previously issued or delivered, or any rights of any holder thereof, it being hereby acknowledged and agreed that all of the Commitment
Shares shall be fully earned as of the Closing Date, regardless of whether the Commencement shall occur or whether any VWAP Purchases
are made or settled hereunder or any subsequent termination of this Agreement. Nothing in this Section 8.3 shall be deemed to release
the Company or the Investor from any liability for any breach or default under this Agreement or any of the other Transaction Documents
to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its
obligations under the Transaction Documents to which it is a party.


    	 	41 	 



     


    

Article
IX

INDEMNIFICATION


Section 9.1.        
Indemnification of Investor. In consideration of the Investor’s execution and delivery of this Agreement and acquiring
the Securities hereunder and in addition to all of the Company’s other obligations under the Transaction Documents to which it is
a party, subject to the provisions of this Section 9.1, the Company shall indemnify and hold harmless the Investor, each of its directors,
officers, shareholders, members, partners, employees, representatives, agents and advisors (and any other Persons with a functionally
equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title), each Person, if any, who controls
the Investor (within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act), and the respective directors,
officers, shareholders, members, partners, employees, representatives, agents and advisors (and any other Persons with a functionally
equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) of such controlling Persons
(each, an “Investor Party”), from and against all losses, liabilities, obligations, claims, contingencies, damages,
costs and expenses (including all judgments, amounts paid in settlement, court costs, reasonable attorneys’ fees and costs of defense
and investigation) (collectively, “Damages”) that any Investor Party may suffer or incur as a result of or relating
to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, the Registration
Rights Agreement or in the other Transaction Documents to which it is a party or (b) any action, suit, claim or proceeding (including
for these purposes a derivative action brought on behalf of the Company) instituted against such Investor Party arising out of or resulting
from the execution, delivery, performance or enforcement of the Transaction Documents, other than claims for indemnification within the
scope of Section 6 of the Registration Rights Agreement; provided, however, that (x) the foregoing indemnity shall not apply
to any Damages to the extent, but only to the extent, that such Damages resulted directly and primarily from a breach of any of the Investor’s
representations, warranties, covenants or agreements contained in this Agreement or the Registration Rights Agreement, and (y) the Company
shall not be liable under subsection (b) of this Section 9.1 to the extent, but only to the extent, that a court of competent jurisdiction
shall have determined by a final judgment (from which no further appeals are available) that such Damages resulted directly and primarily
from any acts or failures to act, undertaken or omitted to be taken by such Investor Party through its fraud, bad faith, gross negligence,
or willful or reckless misconduct.


The Company shall reimburse
any Investor Party promptly upon demand (with accompanying presentation of documentary evidence) for all legal and other costs and expenses
reasonably incurred by such Investor Party in connection with (i) any action, suit, claim or proceeding, whether at law or in equity,
to enforce compliance by the Company with any provision of the Transaction Documents or (ii) any other any action, suit, claim or proceeding,
whether at law or in equity, with respect to which it is entitled to indemnification under this Section 9.1; provided that the
Investor shall promptly reimburse the Company for all such legal and other costs and expenses to the extent a court of competent jurisdiction
determines that any Investor Party was not entitled to such reimbursement.


    	 	42 	 



     


    

An Investor Party’s
right to indemnification or other remedies based upon the representations, warranties, covenants and agreements of the Company set forth
in the Transaction Documents shall not in any way be affected by any investigation or knowledge of such Investor Party. Such representations,
warranties, covenants and agreements shall not be affected or deemed waived by reason of the fact that an Investor Party knew or should
have known that any representation or warranty might be inaccurate or that the Company failed to comply with any agreement or covenant.
Any investigation by such Investor Party shall be for its own protection only and shall not affect or impair any right or remedy hereunder.


To the extent that the
foregoing undertakings by the Company set forth in this Section 9.1 may be unenforceable for any reason, the Company shall make the maximum
contribution to the payment and satisfaction of each of the Damages which is permissible under applicable law.


Section 9.2.        
Indemnification Procedures. Promptly after an Investor Party receives notice of a claim or the commencement of an action
for which the Investor Party intends to seek indemnification under Section 9.1, the Investor Party will notify the Company in writing
of the claim or commencement of the action, suit or proceeding; provided, however, that failure to notify the Company will
not relieve the Company from liability under Section 9.1, except to the extent it has been materially prejudiced by the failure to give
notice. The Company will be entitled to participate in the defense of any claim, action, suit or proceeding as to which indemnification
is being sought, and if the Company acknowledges in writing the obligation to indemnify the Investor Party against whom the claim or action
is brought, the Company may (but will not be required to) assume the defense against the claim, action, suit or proceeding with counsel
satisfactory to it. After the Company notifies the Investor Party that the Company wishes to assume the defense of a claim, action, suit
or proceeding, the Company will not be liable for any further legal or other expenses incurred by the Investor Party in connection with
the defense against the claim, action, suit or proceeding except that if, in the opinion of counsel to the Investor Party, it would be
inappropriate under the applicable rules of professional responsibility for the same counsel to represent both the Company and such Investor
Party. In such event, the Company will pay the reasonable fees and expenses of no more than one separate counsel for all such Investor
Parties promptly as such fees and expenses are incurred. Each Investor Party, as a condition to receiving indemnification as provided
in Section 9.1, will cooperate in all reasonable respects with the Company in the defense of any action or claim as to which indemnification
is sought. The Company will not be liable for any settlement of any action effected without its prior written consent, which consent shall
not be unreasonably withheld, delayed or conditioned. The Company will not, without the prior written consent of the Investor Party, effect
any settlement of a pending or threatened action with respect to which an Investor Party is, or is informed that it may be, made a party
and for which it would be entitled to indemnification, unless the settlement includes an unconditional release of the Investor Party from
all liability and claims which are the subject matter of the pending or threatened action.


The remedies provided for
in this Article IX are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Investor Party
at law or in equity.


    	 	43 	 



     


    

Article
X

MISCELLANEOUS


Section 10.1.    
Certain Fees and Expenses; Commitment Shares; Commencement Irrevocable Transfer Agent Instructions.


(i)                
Certain Fees and Expenses. Each party shall bear its own fees and expenses related to the transactions contemplated
by this Agreement; provided, however, that the Company shall pay, on or prior to the Closing Date, by wire transfer of immediately
available funds to an account designated by the Investor on or prior to the date of this Agreement, an aggregate amount up to $50,000
(which includes $20,000 previously paid to the Investor as an initial deposit) as reimbursement for the Investor’s reasonable out-of-pocket
expenses (including the Investor’s legal fees and expenses), in connection with the transaction contemplated by the Transaction
Documents (the “Investor Expense Reimbursement”). For the avoidance of doubt, the Investor Expense Reimbursement
shall be non-refundable when paid on the Closing Date, regardless of whether the Commencement shall occur or whether any VWAP Purchases
are made or settled hereunder or any subsequent termination of this Agreement. The Company shall pay all U.S. federal, state and local
stamp and other similar transfer and other Taxes and duties levied in connection with issuance of the Securities pursuant hereto.


(ii)             
Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, concurrently
with the execution and delivery of this Agreement on the Closing Date, the Company shall deliver irrevocable instructions to its transfer
agent to issue to the Investor, not later than 4:00 p.m. (New York City time) on the third (3rd) Trading Day immediately following
the Closing Date, one or more certificate(s) or book-entry statement(s) representing the Commitment Shares in the name of the Investor
or its designee (in which case such designee name shall have been provided to the Company prior to the Closing Date). If the Commitment
Shares are issued (a) in certificated form, such certificate(s) shall be delivered to the Investor by overnight courier at its address
set forth in Section 10.4 hereof or (b) in book-entry form, a book-entry statement shall be promptly delivered by email or such other
method of delivery as is customary for the Company’s transfer agent. For the avoidance of doubt, all of the Commitment Shares shall
be fully earned as of the Closing Date regardless of whether any VWAP Purchases are issued by the Company or settled hereunder or any
termination of this Agreement. Upon issuance, the Commitment Shares shall constitute “restricted securities” as such term
is defined in Rule 144(a)(3) under the Securities Act and, subject to the provisions of subsection (iv) of this Section 10.1, the certificate
or book-entry statement representing the Commitment Shares shall bear the restrictive legend set forth below in subsection (iii) of this
Section 10.1. The Commitment Shares shall constitute Registrable Securities and shall be included in the Initial Registration Statement
and any post-effective amendment thereto, and the Prospectus included therein and, if necessary to register the resale thereof by the
Investor under the Securities Act, in any New Registration Statement and any post-effective amendment thereto, in each case in accordance
with this Agreement and the Registration Rights Agreement.


(iii)           
Legends. The certificate(s) or book-entry statement(s) representing the Commitment Shares issued prior to the Effective
Date of the Initial Registration Statement, except as set forth below, shall bear a restrictive legend in substantially the following
form (and stop transfer instructions may be placed against transfer of the Commitment Shares):


    	 	44 	 



     


    

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


Notwithstanding the foregoing
and for the avoidance of doubt, all Shares to be issued in respect of any VWAP Purchase Notice delivered to the Investor pursuant to this
Agreement shall be issued to the Investor in accordance with Section 3.2 by crediting the Investor’s or its designees’ account
at DTC as DWAC Shares, and the Company shall not take any action or give instructions to any transfer agent of the Company otherwise.


(iv)            
Irrevocable Transfer Agent Instructions; Notice of Effectiveness. On the earlier of (a) the Commencement Date and
(b) such time that the Investor shall request, provided all conditions of Rule 144 are met, the Company shall, no later than one (1) Trading
Day following the delivery by the Investor to the Company or its transfer agent of one or more legended certificates or book-entry statements
representing the Commitment Shares issued to the Investor pursuant to Section 10.1(ii) (which certificates or book-entry statements the
Investor shall promptly deliver on or prior to the first to occur of the events described in clauses (a) and (b) of this sentence), cause
the Company’s transfer agent to credit the Investor’s or its designee’s account at DTC as DWAC Shares such number of
shares of Common Stock equal to the number of Commitment Shares issued to the Investor pursuant to Section 10.1(ii). The Company shall
take all actions to carry out the intent and accomplish the purposes of the immediately preceding sentence, including, without limitation,
delivering all such legal opinions, consents, certificates, resolutions and instructions to its transfer agent, and any successor transfer
agent of the Company, as may be requested from time to time by the Investor or necessary or desirable to carry out the intent and accomplish
the purposes of the immediately preceding sentence. On the Effective Date of the Initial Registration Statement and prior to Commencement,
the Company shall deliver or cause to be delivered to its transfer agent (and thereafter, shall deliver or cause to be delivered to any
subsequent transfer agent of the Company), 



    	 	45 	 



     


    

(i) irrevocable instructions executed by the Company and acknowledged in writing by the Company’s
transfer agent (the “Commencement Irrevocable Transfer Agent Instructions”) and (ii) the notice of effectiveness
in the form attached as an exhibit to the Registration Rights Agreement (the “Notice of Effectiveness”) relating
to the Initial Registration Statement executed by the Company’s outside counsel, in each case directing the Company’s transfer
agent to issue to the Investor or its designee all of the Commitment Shares and the Shares included in the Initial Registration Statement
as DWAC Shares in accordance with this Agreement and the Registration Rights Agreement. With respect to any post-effective amendment to
the Initial Registration Statement, any New Registration Statement or any post-effective amendment to any New Registration Statement,
in each case declared effective by the Commission after the Commencement Date, the Company shall deliver or cause to be delivered to its
transfer agent (and thereafter, shall deliver or cause to be delivered to any subsequent transfer agent of the Company) (i) irrevocable
instructions in the form substantially similar to the Commencement Irrevocable Transfer Agent Instructions executed by the Company and
acknowledged in writing by the Company’s transfer agent and (ii) the Notice of Effectiveness, in each case modified as necessary
to refer to such Registration Statement or post-effective amendment and the Registrable Securities included therein, to issue the Registrable
Securities included therein as DWAC Shares in accordance with the terms of this Agreement and the Registration Rights Agreement. For the
avoidance of doubt, all Shares and Commitment Shares to be issued from and after Commencement to or for the benefit of the Investor pursuant
to this Agreement shall be issued to the Investor or its designee only as DWAC Shares. The Company represents and warrants to the Investor
that, while this Agreement is effective, no instruction other than those referred to in this Section 10.1(iv) will be given by the Company
to its transfer agent, or any successor transfer agent of the Company, with respect to the Shares and the Commitment Shares from and after
Commencement, and the Shares and the Commitment Shares (as applicable) covered by the Initial Registration Statement or any post-effective
amendment thereof, or any New Registration Statement or post-effective amendment thereof, as applicable, shall otherwise be freely transferable
on the books and records of the Company and no stop transfer instructions shall be maintained against the transfer thereof. The Company
agrees that if the Company fails to fully comply with the provisions of this Section 10.1(iv) within five (5) Trading Days after the date
on which the Investor has provided the deliverables referred to above that the Investor is required to provide to the Company or its transfer
agent, the Company shall, at the Investor’s written instruction, purchase from the Investor all shares of Common Stock purchased
or acquired by the Investor pursuant to this Agreement that contain the restrictive legend referred to in Section 10.1(iii) hereof (or
any similar restrictive legend) at the greater of (i) the purchase price paid for such shares of Common Stock (as applicable) and (ii)
the Closing Sale Price of the Common Stock on the date of the Investor’s written instruction.


Section 10.2.    
Specific Enforcement, Consent to Jurisdiction, Waiver of Jury Trial.


(i)                
The Company and the Investor acknowledge and agree that irreparable damage would occur in the event that any of the provisions
of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that
either party shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement by the
other party and to enforce specifically the terms and provisions hereof (without the necessity of showing economic loss and without any
bond or other security being required), this being in addition to any other remedy to which either party may be entitled by law or equity.


(ii)             
Each of the Company and the Investor (a) hereby irrevocably submits to the jurisdiction of the U.S. District Court and other courts
of the United States sitting in the State of New York for the purposes of any suit, action or proceeding arising out of or relating to
this Agreement, and (b) hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of
the suit, action or proceeding is improper. Each of the Company and the Investor consents to process being served in any such suit, action
or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Agreement and agrees that
such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 10.2 shall affect or
limit any right to serve process in any other manner permitted by law.


    	 	46 	 



     


    

(iii)           
EACH OF THE COMPANY AND THE INVESTOR HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO
A TRIAL BY JURY IN RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR DISPUTES RELATING HERETO. EACH OF THE COMPANY AND THE INVESTOR (A) CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN TO ENTER INTO THIS AGREEMENT
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.2.


Section 10.3.    
Entire Agreement. The Transaction Documents set forth the entire agreement and understanding of the parties with respect
to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings between the parties,
both oral and written, with respect to such matters. There are no promises, undertakings, representations or warranties by either party
relative to subject matter hereof not expressly set forth in the Transaction Documents. The Disclosure Schedule and all exhibits to this
Agreement are hereby incorporated by reference in, and made a part of, this Agreement as if set forth in full herein.


Section 10.4.    
Notices. Any notice, demand, request, waiver or other communication required or permitted to be given hereunder shall
be in writing and shall be effective (a) upon hand delivery or electronic mail delivery at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to be received), or the first business day following such
delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second
business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt
of such mailing, whichever shall first occur. The address for such communications shall be:


If to the Company:


AEye, Inc.


One Park Place, Suite 200

Dublin, CA 94568


Telephone Number: (925) 400-4366


Email: legal@aeye.ai


Attention: General Counsel


 


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


Shearman & Sterling LLP


1416 El Camino Real, 2nd Floor


Menlo Park, CA 94025-4110

Telephone Number: (650) 838-3772


Email: chris.forrester@shearman.com

Attention: Christopher Forrester


 


    	 	47 	 



     


    

If to the Investor:


Tumim Stone Capital LLC


140 Broadway, 38th Floor


New York, NY 10005

Telephone Number: (646) 845-0040


Email: mjtarlow@3ifund.com


Attention: Maier Joshua Tarlow


 


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


Dorsey & Whitney
LLP


51 West 52nd
Street


New York, NY 10019


Telephone Number: (212)
415-9214


Email: marsico.anthony@dorsey.com


Attention: Anthony J. Marsico


 


Either party hereto may from time to time change
its address for notices by giving at least five (5) days’ advance written notice of such changed address to the other party hereto.


Section 10.5.    
Waivers. No provision of this Agreement may be waived by the parties from and after the date that is one (1) Trading
Day immediately preceding the date on which the Initial Registration Statement is initially filed with the Commission. Subject to the
immediately preceding sentence, no provision of this Agreement may be waived other than in a written instrument signed by the party against
whom enforcement of such waiver is sought. No failure or delay in the exercise of any power, right or privilege hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercises
thereof or of any other right, power or privilege.


Section 10.6.    
Amendments. No provision of this Agreement may be amended by the parties from and after the date that is one (1) Trading
Day immediately preceding the date on which the Initial Registration Statement is initially filed with the Commission. Subject to the
immediately preceding sentence, no provision of this Agreement may be amended other than by a written instrument signed by both parties
hereto.


Section 10.7.    
Headings. The article, section and subsection headings in this Agreement are for convenience only and shall not constitute
a part of this Agreement for any other purpose and shall not be deemed to limit or affect any of the provisions hereof. Unless the context
clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular and plural forms
thereof. The terms “including,” “includes,” “include” and words of like import shall be construed
broadly as if followed by the words “without limitation.” The terms “herein,” “hereunder,” “hereof”
and words of like import refer to this entire Agreement instead of just the provision in which they are found.


    	 	48 	 



     


    

Section 10.8.    
Construction. The parties agree that each of them and their respective counsel has reviewed and had an opportunity to
revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of the Transaction Documents. In addition, each and every reference
to share prices and number of shares of Common Stock in any Transaction Document shall, in all cases, be subject to adjustment for any
stock splits, stock combinations, stock dividends, recapitalizations, reorganizations and other similar transactions that occur on or
after the date of this Agreement. Any reference in this Agreement to “Dollars” or “$” shall mean the lawful currency
of the United States of America. Any references to “Section” or “Article” in this Agreement shall, unless otherwise
expressly stated herein, refer to the applicable Section or Article of this Agreement.


Section 10.9.    
Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
successors. Neither the Company nor the Investor may assign this Agreement or any of their respective rights or obligations hereunder
to any Person.


Section 10.10. No
Third Party Beneficiaries. Except as expressly provided in the immediately preceding sentence and in Article IX, this Agreement
is intended only for the benefit of the parties hereto and their respective successors, and is not for the benefit of, nor may any provision
hereof be enforced by, any other Person.


Section 10.11. Governing
Law. This Agreement shall be governed by and construed in accordance with the internal procedural and substantive laws of the
State of New York, without giving effect to the choice of law provisions of such state that would cause the application of the laws of
any other jurisdiction.


Section 10.12. Survival.
The representations, warranties, covenants and agreements of the Company and the Investor contained in this Agreement shall survive the
execution and delivery hereof until the termination of this Agreement; provided, however, that (i) the provisions of Article
V (Representations, Warranties and Covenants of the Company), Article VIII (Termination), Article IX (Indemnification) and this Article
X (Miscellaneous) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor
owns any Securities, the covenants and agreements of the Company and the Investor contained in Article VI (Additional Covenants), shall
remain in full force and effect notwithstanding such termination for a period of six months following such termination.


Section 10.13. Counterparts.
This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and
shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile
signature or signature delivered by e-mail in a “.pdf” format data file, including any electronic signature complying with
the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com, www.echosign.adobe.com, etc., shall be considered due execution and shall
be binding upon the signatory thereto with the same force and effect as if the signature were an original signature.


    	 	49 	 



     


    

Section 10.14. Publicity.
The Company shall afford the Investor and its counsel with a reasonable opportunity to review and comment upon, shall consult with the
Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its
counsel on, any press release, Commission filing or any other public disclosure made by or on behalf of the Company relating to the Investor,
its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated thereby, prior to the issuance, filing
or public disclosure thereof. For the avoidance of doubt, the Company shall not be required to submit for review any such disclosure (i)
contained in periodic reports filed with the Commission under the Exchange Act if it shall have previously provided the same disclosure
to the Investor or its counsel for review in connection with a previous filing or (ii) any Prospectus Supplement if it contains disclosure
that does not reference the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated
thereby. The Company agrees and acknowledges that its failure to comply with this provision in all material respects constitutes a Material
Adverse Effect for purposes of Section 7.2(xi). Except as may be required by applicable law, permitted pursuant to Section 6.12 of this
Agreement, or a “tombstone” advertisement on the Investor’s website, the Investor shall not make any public announcement
or disclosure regarding this Agreement and the transactions contemplated hereby without the prior written consent of the Company.


Section 10.15. Severability.
The provisions of this Agreement are severable and, in the event that any court of competent jurisdiction shall determine that any one
or more of the provisions or part of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision
of this Agreement, and this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision, or part
of such provision, had never been contained herein, so that such provisions would be valid, legal and enforceable to the maximum extent
possible.


Section 10.16. Further
Assurances. From and after the Closing Date, upon the request of the Investor or the Company, each of the Company and the Investor
shall execute and deliver such instrument, documents and other writings as may be reasonably necessary or desirable to confirm and carry
out and to effectuate fully the intent and purposes of this Agreement.


[Signature Pages Follow]


 


 


 


 


    	 	50 	 



     


    

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


 


AEYE, INC. (f/k/a CF FINANCE 

ACQUISITION CORP. III):


By: /s/ Blair LaCorte                        

Name: Blair LaCorte

Title: Chief Executive Officer


 


TUMIM STONE CAPITAL LLC:


By: /s/ Maier J. Tarlow                     

Name: Maier J. Tarlow

Title: Manager on Behalf of the GP


 


 


 


 


 


    	 	 	 



     


    

ANNEX I TO THE

COMMON STOCK PURCHASE AGREEMENT

DEFINITIONS


“Accountant”
shall have the meaning assigned to such term in Section 5.6(e).


“Action”
means any action, lawsuit, complaint, claim, petition, suit, audit, examination, assessment, arbitration, mediation or inquiry, or any
proceeding or investigation, by or before any Governmental Authority.


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control
with a Person, as such terms are used in and construed under Rule 144.


“Aggregate
Limit” shall have the meaning assigned to such term in Section 2.1.


“Agreement”
shall have the meaning assigned to such term in the preamble of this Agreement.


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


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


“Base Price”
means a price per Share equal to the sum of (i) the Minimum Price and (ii) $0.0485 (subject to adjustment for any reorganization, recapitalization,
non-cash dividend, stock split, reverse stock split or other similar transaction that occurs on or after the date of this Agreement).


“Beneficial
Ownership Limitation” shall have the meaning assigned to such term in Section 3.4.


“Bloomberg”
means Bloomberg, L.P.


“Bring Down
Opinion” shall have the meaning assigned to such term in Section 6.15.


“Broker-Dealer”
shall have the meaning assigned to such term in Section 6.13.


“Bylaws”
shall have the meaning assigned to such term in Section 5.3.


“Charter”
shall have the meaning assigned to such term in Section 5.3.


“Closing”
shall have the meaning assigned to such term in Section 2.2.


“Closing Date”
shall have the meaning assigned to such term in Section 2.2.


    	 	 I-1	 



     


    

“Closing Sale
Price” means, for the Common Stock as of any date, the last closing trade price for the Common Stock on the Trading Market
(or if the Common Stock is then traded on an Eligible Market, on such Eligible Market), as reported by Bloomberg, or, if the Trading Market
(or such Eligible Market, as applicable) begins to operate on an extended hours basis and does not designate the closing trade price for
the Common Stock, then the last trade price for the Common Stock prior to 4:00 p.m., New York City time, as reported by Bloomberg, or,
if the foregoing do not apply, the last trade price for the Common Stock in the over-the-counter market on the electronic bulletin board
for the Common Stock as reported by Bloomberg, or, if no last trade price is reported for the Common Stock by Bloomberg, the average of
the bid prices, or the ask prices, respectively, of any market makers for such security as reported by OTC Markets Group Inc. All such
determinations shall be appropriately adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar
transactions during such period.


“Code”
shall have the meaning assigned to such term in Section 5.24.


“Commencement”
shall have the meaning assigned to such term in Section 3.1.


“Commencement
Date” shall have the meaning assigned to such term in Section 3.1.


“Commencement
Irrevocable Transfer Agent Instructions” shall have the meaning assigned to such term in Section 10.1(iv).


“Commission”
means the U.S. Securities and Exchange Commission or any successor entity.


“Commission
Documents” shall mean (1) Predecessor AEye’s registration statement on Form S-4 (File No. 333-256058) initially filed
with the Commission on May 13, 2021 and declared effective by the Commission on July 21, 2021, including any related prospectus or prospectuses,
for the registration of the Common Stock to be issued pursuant to the Merger Agreement, dated as of February 17, 2021, as amended by that
certain Merger Agreement Amendment, dated as of April 30, 2021, by and among Predecessor AEye, Meloria Merger Sub, Inc., a Delaware corporation
and wholly owned Subsidiary of Predecessor AEye, and Legacy AEye, on file with the Commission at the time such registration statement
became effective, including the financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated
therein and all information deemed to be a part thereof as of the effective date of such registration statement under the Securities Act
(the “Form S-4 Registration Statement”), (2) Predecessor AEye’s proxy statement/prospectus, dated July
21, 2021, included in the Form S-4 Registration Statement at the time of effectiveness, including the Annexes thereto and accompanying
financial statements and all related soliciting materials under Rule 14a-12 under the Exchange Act, and all documents incorporated therein
by reference, in the form in which such proxy statement/prospectus was filed with the Commission pursuant to Rule 424(b) under the Securities
Act (the “Merger Proxy Statement/Prospectus”), (3) Amendment No. 1 on Form 10-K/A to Predecessor AEye’s
annual report on Form 10-K for its fiscal year ended December 31, 2020 filed with the Commission on May 4, 2021 (the “2020
Form 10-K”), (4) all reports, schedules, registrations, forms, statements, information and other documents filed with or
furnished to the Commission by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act since August 16, 2021, including,
without limitation, (A) the Company’s current report on Form 8-K, dated August 16, 2021 and filed with the Commission on August
23, 2021, including all documents, financial statements and other information attached thereto or incorporated by reference therein as
Exhibits thereto (the “Merger Form 8-K”), and (B) the Current Report, (5) each Registration Statement, as the
same may be amended from time to time, the Prospectus contained therein and each Prospectus Supplement thereto and (6) all information
contained in such filings and all documents and disclosures that have been and heretofore shall be incorporated by reference therein.


    	 	 I-2	 



     


    

“Commitment
Shares” means 302,634 shares of duly authorized, validly issued, fully paid and non-assessable shares of Common Stock which,
concurrently with the execution and delivery of this Agreement on the Closing Date, the Company has caused its transfer agent to issue
and deliver to the Investor not later than 4:00 p.m. (New York City time) on the third (3rd) Trading Day immediately following
the Closing Date.


“Common Stock”
shall have the meaning assigned to such term in the recitals of this Agreement.


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


“Company”
shall have the meaning assigned to such term in the preamble of this Agreement.


“Company Intellectual
Property” means, collectively, any and all (i) Owned Intellectual Property and (ii) the Licensed Intellectual
Property.


“Company Products”
means each product, service, solution or offering (together with all Intellectual Property, deliverables, technology and materials utilized
as part thereof) Used or Developed by or on behalf of the Company or any of its Subsidiaries that (i) have been sold, distributed
or made available to third parties by the Company or any of its Subsidiaries, or manufactured by the Company or any of its Subsidiaries,
or ordered or purchased by third parties from the Company or its Subsidiaries, in each case at any time during the 5-year period preceding
the date of this Agreement or (ii) that, as of the date hereof have, in whole or in part, entered any prototype, initial, joint or
prospective Development stage, process or status.


“Compliance
Certificate” shall have the meaning assigned to such term in Section 7.2(ii).


“Computer Security
Incident” means any data or security breaches or unauthorized access, modification, disclosure, misuse, loss, or unavailability
of Personal Information or IT Systems. Examples of such incidents include: (i) an attacker commands a botnet to send high volumes
of connection requests to a web server, causing it to crash; (ii) users are tricked into opening a “quarterly report”
sent via email that is actually malware; running the tool has infected their computers and established connections with an external host;
(iii) an attacker obtains sensitive data and threatens that the details will be released publicly if the organization does not pay
a designated sum of money; or (iv) a user provides or exposes sensitive information to others through peer-to-peer file sharing services.


    	 	 I-3	 



     


    

“Contracts”
means any contracts, subcontracts, agreements, arrangements, understandings, commitments, instruments, undertakings, indentures, leases,
mortgages and purchase orders, whether written or oral.


“Copyrights”
means all rights in mask works, and other rights in any works of authorship of any type, in all forms, media or medium now known or hereinafter
Developed, and whether or not completed, published, or used, including all rights in drafts, plans, sketches, artwork, layouts, copy,
designs, photographs, illustrations, collections, serials, printed or graphic matter, slides, compilations, serials, promotions, audio
or visual recordings, transcriptions, Software, and all derivative works, translations, adaptations and combinations of any of the foregoing,
all registrations and applications therefor and all extensions, restorations, and renewals of any of the foregoing, all worldwide rights
and priorities afforded under any law with respect to any of the foregoing, and all termination rights, moral rights, rights of publicity,
author rights and all other rights associated therewith.


“COTS License”
means any license for “shrink-wrap,” “click-through” or other “off-the-shelf” Software that is not
customized and commercially available to the public generally with annual license, maintenance, support and other fees of less than $10,000
in the aggregate.


“COVID-19”
means SARS-CoV-2 or COVID-19, and any evolutions or mutations thereof.


“COVID-19 Measures”
means any legally binding quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing,
shut down, closure, sequester, workplace safety or similar applicable Law promulgated by any Governmental Authority, including the Centers
for Disease Control and Prevention and the World Health Organization, in each case, in connection with or in response to COVID-19, including
the CARES Act and Families First Act.


 


“Cover Price”
shall have the meaning assigned to such term in Section 3.2.


 


“Current Report”
shall have the meaning assigned to such term in Section 2.3.


“Custodian”
shall mean any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.


“Databases”
means all compilations of data, the selection and arrangement of that data, and all related documentation, including documentation regarding
the procedures used in connection with the selection, collection, arrangement, processing and distribution of data contained therein to
the extent they exist, together with documentation regarding the attributes of the data contained therein or the relationships among such
data and documentation regarding data structures and formats, and file structures and formats, whether registered or unregistered, and
any registrations or applications for registration therefor.


“Data Processing
Contracts” shall have the meaning assigned to such term in Section 5.17(c).


    	 	 I-4	 



     


    

“Develop”
or “Development” means any conception, reduction to practice, invention, creation, formulation, design, enhancement,
testing, discovery, editing, commercialization, modification, improvement, or development (and any contribution to the foregoing), whether
independently or jointly.


 


“Damages”
shall have the meaning assigned to such term in Section 9.1.


 


“Designated Entity”
shall have the meaning assigned to such term in Section 5.17(b).


 


“Disclosure Schedule”
shall have the meaning assigned to such term in the preamble to Article V.


 


“Disqualification
Event” shall have the meaning assigned to such term in Section 5.38.


“DTC”
means The Depository Trust Company, a Subsidiary of The Depository Trust & Clearing Corporation, or any successor thereto.


“DWAC”
shall have the meaning assigned to such term in Section 5.32.


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


“Effective
Date” means, with respect to the Initial Registration Statement filed pursuant to Section 2(a) of the Registration Rights
Agreement (or any post-effective amendment thereto) or any New Registration Statement filed pursuant to Section 2(c) of the Registration
Rights Agreement (or any post-effective amendment thereto), as applicable, the date on which the Initial Registration Statement (or any
post-effective amendment thereto) or any New Registration Statement (or any post-effective amendment thereto) is declared effective by
the Commission.


“Eligible Market”
means the New York Stock Exchange, The Nasdaq Global Market, The Nasdaq Global Select Market, the NYSE American, or the NYSE Arca (or
any nationally recognized successor to any of the foregoing).


“Employee Plan”
shall have the meaning assigned to such term in Section 5.24.


“Environmental
Laws” shall have the meaning assigned to such term in Section 5.18.


“ERISA”
shall have the meaning assigned to such term in Section 5.24.


“ERISA Affiliate”
shall have the meaning assigned to such term in Section 5.24.


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


    	 	 I-5	 



     


    

“Exchange Cap”
shall have the meaning assigned to such term in Section 3.3(a).


“Exempt Issuance”
means the issuance of (a) Common Stock, options or other equity incentive awards to employees, officers, directors or vendors of the Company
pursuant to any equity incentive plan duly adopted for such purpose, by the Company’s Board of Directors or a majority of the members
of a committee of the Board of Directors established for such purpose, (b) (1) any Securities issued to the Investor pursuant to this
Agreement, (2) any securities issued upon the exercise or exchange of or conversion of any shares of Common Stock or Common Stock Equivalents
held by the Investor or any of its Affiliates at any time, or (3) any securities issued upon the exercise or exchange of or conversion
of any Common Stock Equivalents issued and outstanding on the date of this Agreement, provided that such securities referred to in this
clause (3) have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise
price, exchange price or conversion price of such securities, or (c) securities issued pursuant to acquisitions, divestitures, licenses,
partnerships, collaborations or strategic transactions approved by the Company’s Board of Directors or a majority of the members
of a committee of directors established for such purpose, which acquisitions, divestitures, licenses, partnerships, collaborations or
strategic transactions can have a Variable Rate Transaction component, provided that any such issuance shall only be to a Person (or to
the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an asset in a business synergistic
with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall
not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose
primary business is investing in securities.


“Filing Deadline”
shall have the meaning assigned to such term in the Registration Rights Agreement.


“FINRA”
means the Financial Industry Regulatory Authority.


“Fundamental
Transaction” means that (i) the Company shall, directly or indirectly, in one or more related transactions, (1) consolidate
or merge with or into (whether or not the Company is the surviving corporation) another Person, with the result that the holders of the
Company’s capital stock immediately prior to such consolidation or merger together beneficially own less than 50% of the outstanding
voting power of the surviving or resulting corporation, or (2) sell, lease, license, assign, transfer, convey or otherwise dispose of
all or substantially all of the properties or assets of the Company to another Person, or (3) take action to facilitate a purchase, tender
or exchange offer by another Person that is accepted by the holders of more than 50% of the outstanding shares of Common Stock (excluding
any shares of Common Stock held by the Person or Persons making or party to, or associated or affiliated with the Persons making or party
to, such purchase, tender or exchange offer), or (4) consummate a stock or share purchase agreement or other business combination (including,
without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person
acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or
other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase
agreement or other business combination), or (5) reorganize, recapitalize or reclassify its Common Stock, or (ii) any “person”
or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act) is or shall become the “beneficial
owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% of the aggregate ordinary voting power
represented by issued and outstanding Common Stock.


    	 	 I-6	 



     


    

“GAAP”
shall have the meaning assigned to such term in Section 5.6(b).


“Governmental
Authority” means any federal, state, provincial, municipal, local, international, supranational or foreign government, governmental
authority, regulatory or administrative agency (which for the purposes of this Agreement shall include the SEC), governmental commission,
department, board, bureau, agency, court, arbitral tribunal, securities exchange or similar body or instrumentality thereof.


“Indebtedness”
means with respect to any Person, without duplication, any obligations, contingent or otherwise, in respect of (a) the principal
of and premium (if any) in respect of all indebtedness for borrowed money, including accrued interest and any per diem interest accruals,
(b) the principal and interest components of capitalized lease obligations under GAAP, (c) amounts drawn (including any accrued
and unpaid interest) on letters of credit, bank guarantees, bankers’ acceptances and other similar instruments (solely to the extent
such amounts have actually been drawn), (d) the principal of and premium (if any) in respect of obligations evidenced by bonds, debentures,
notes and similar instruments, (e) the termination value of interest rate protection agreements and currency obligation swaps, hedges
or similar arrangements (without duplication of other indebtedness supported or guaranteed thereby), (f) the principal component
of all obligations to pay the deferred and unpaid purchase price of property and equipment which have been delivered, including “earn
outs” and “seller notes” and (g) all Indebtedness of another Person referred to in clauses (a) through (f) above
guaranteed directly or indirectly, jointly or severally.


“Initial Registration
Statement” shall have the meaning assigned to such term in the Registration Rights Agreement.


“Intellectual
Property” means all of the following: (a) Copyrights; (b) Trademarks; (c) Patents; (d) Proprietary Information;
(e) Databases (including knowledge databases, customer lists and customer databases); (f) all domain names, uniform resource
locators and other names and locators associated with the internet, including applications and registrations thereof; (g) all publicity
and privacy rights, including all rights with respect to use of a Person’s name, signature, likeness, image, photograph, voice,
identity, personality, and biographical and Personal Information and materials; (h) all rights (as such may exist or be created in
any jurisdiction), whether statutory, common law or otherwise, in, arising out of, or associated with the foregoing; (i) all other
intellectual property or proprietary rights now known or hereafter recognized in any jurisdiction worldwide; (j) all rights equivalent
or similar or pertaining to the foregoing, including those arising under international treaties and convention rights; (k) all rights
and powers to assert, defend and recover title to any of the foregoing; (l) all rights to assert, defend, sue, and recover damages
for any past, present and future infringement, misuse, misappropriation, impairment, unauthorized use or other violation of any rights
in or to any of the foregoing; (m) all proceeds, income, royalties, damages and payments now or hereafter due and payable under or
in respect of all of the foregoing (including with respect to past, present or future infringement or violation thereof); and (n) all
administrative rights arising from the foregoing, including the right to prosecute applications and oppose, interfere with or challenge
the applications of others, the rights to obtain renewals, continuations, divisions and extensions of legal protection pertaining to any
of the foregoing.


    	 	 I-7	 



     


    

“Investment
Period” means the period commencing on the Commencement Date and expiring on the date this Agreement is terminated pursuant
to Article VIII.


“Investor”
shall have the meaning assigned to such term in the preamble of this Agreement.


“Investor Expense
Reimbursement” shall have the meaning assigned to such term in Section 10.1(i).


“Investor Party”
shall have the meaning assigned to such term in Section 9.1.


“Issuer Covered
Person” shall have the meaning assigned to such term in Section 5.38.


“IT Systems”
means all computer hardware, servers, networks, platforms, peripherals, data communication lines and other information technology equipment
that are owned by, or used under the control of, the Company or any of its Subsidiaries.


“Knowledge”
means the actual knowledge of any of the Company’s Chief Executive Officer, its Chief Technology Officer, its Chief Financial Officer
and Chief Accounting Officer, its Chief Operating Officer or its General Counsel, in each case after reasonable inquiry.


“Legacy AEye”
means AEye Technologies, Inc., a Delaware corporation (f/k/a AEye, Inc.), prior to the effective time of its merger with Predecessor AEye
on August 16, 2021.


“Licensed Intellectual
Property” shall have the meaning assigned to such term in Section 5.17(b).


“Material Adverse
Effect” means (i) any condition, occurrence, state of facts or event having, or insofar as reasonably can be foreseen would
likely have, any material adverse effect on the legality, validity or enforceability of the Transaction Documents or the transactions
contemplated thereby, (ii) any condition, occurrence, state of facts or event having, or insofar as reasonably can be foreseen would likely
have, any effect on the business, operations, properties or financial condition of the Company that is material and adverse to the Company
and its Subsidiaries, taken as a whole, and/or (iii) any condition, occurrence, state of facts or event that would, or insofar as reasonably
can be foreseen would likely, prohibit or otherwise materially interfere with or delay the ability of the Company to perform any of its
obligations under any of the Transaction Documents to which it is a party; provided, however, that no facts, circumstances,
changes or effects exclusively and directly resulting from, relating to or arising out of the following, individually or in the aggregate,
shall be taken into account in determining whether a Material Adverse Effect has occurred or insofar as reasonably can be foreseen would
likely occur: (a) changes in conditions in the U.S. or global capital, credit or financial markets generally, including changes in
the availability of capital or currency exchange rates, provided such changes shall not have affected the Company in a materially disproportionate
manner as compared to other similarly situated companies; (b) changes generally affecting the industries in which the Company and
its Subsidiaries operate, provided such changes shall not have affected the Company and its Subsidiaries, taken as a whole, in a materially
disproportionate manner as compared to other similarly situated companies; (c) any effect of the announcement of, or the consummation
of the transactions contemplated by, this Agreement and the other Transaction Documents on the Company’s relationships, contractual
or otherwise, with customers, suppliers, vendors, bank lenders, strategic venture partners or employees; (d) changes arising in connection
with earthquakes, pandemics, hostilities, acts of war, sabotage or terrorism or military actions or any escalation or material worsening
of any such pandemic, hostilities, acts of war, sabotage or terrorism or military actions existing as of the date hereof; (e) any action
taken by the Investor with respect to the transactions contemplated by this Agreement; and (f) the effect of any changes in applicable
laws or accounting rules, provided such changes shall not have affected the Company in a materially disproportionate manner as compared
to other similarly situated companies.


    	 	 I-8	 



     


    

“Material Agreements”
shall have the meaning assigned to such term in Section 5.19.


“Minimum Price”
means $4.90, representing the Nasdaq official closing price of the Common Stock on the Trading Market (as reflected on Nasdaq.com) on
the Trading Day immediately preceding the date of this Agreement (subject to adjustment for any reorganization, recapitalization, non-cash
dividend, stock split, reverse stock split or other similar transaction that occurs on or after the date of this Agreement).


“Money Laundering
Laws” shall have the meaning assigned to such term in Section 5.36.


“New Registration
Statement” shall have the meaning assigned to such term in the Registration Rights Agreement.


“Notice of
Effectiveness” shall have the meaning assigned to such term in Section 10.1(iv).


“Open Source
Software” means any and all software and other materials distributed under a “free,” “open source,”
or similar licensing model (including but not limited to the MIT License, Apache License, GNU General Public License, GNU Lesser General
Public License and GNU Affero General Public License).


“Owned Intellectual
Property” shall have the meaning assigned to such term in Section 5.17(b).


“Patents”
means all (a) U.S. and foreign patents (including certificates of invention and other patent equivalents), utility models, and applications
for any of the foregoing, including provisional applications, and all patents of addition, improvement patents, continuations, continuations-in-part,
divisionals, reissues, re-examinations, renewals, confirmations, substitutions and extensions thereof or related thereto, and all applications
or counterparts in any jurisdiction pertaining to any of the foregoing, including applications filed pursuant to any international patent
law treaty, and (b) other patent rights and any other Governmental Authority-issued indicia of invention ownership (including inventors’
certificates, petty patents and innovation patents), together with all worldwide rights and priorities afforded under any law with respect
to any of the foregoing.


“PEA Period”
means the period commencing at 9:30 a.m., New York City time, on the fifth (5th) Trading Day immediately prior to the filing
of any post-effective amendment to the Initial Registration Statement or any New Registration Statement, and ending at 9:30 a.m., New
York City time, on the Trading Day immediately following, the Effective Date of such post-effective amendment.


    	 	 I-9	 



     


    

“Permits”
shall have the meaning assigned to such term in Section 5.17(a).


“Person”
means any person or entity, whether a natural person, trustee, corporation, partnership, limited partnership, limited liability company,
trust, unincorporated organization, business association, firm, joint venture, governmental agency or authority.


“Personal Information”
means (a) all data and information that, whether alone or in combination with any other data or information, identifies, relates
to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a natural person,
household, or his, her or its device, including name, street address, telephone number, e-mail address, photograph, social security number,
driver’s license number, passport number, government-issued ID number, customer or account number, health information, financial
information, credit report information, device identifiers, transaction identifier, cookie ID, browser or device fingerprint or other
probabilistic identifier, IP addresses, physiological and behavioral biometric identifiers, viewing history, platform behaviors, and any
other similar piece of data or information; and (b) all other data or information that is otherwise protected by any Privacy Laws
or otherwise considered personally identifiable information or personal data under applicable law.


“Predecessor
AEye” means CF Finance Acquisition Corp. III, a Delaware corporation, prior to the effective time of its merger with Legacy
AEye on August 16, 2021.


“Privacy Laws”
means all laws concerning the privacy, secrecy, security, protection, disposal, international transfer or other Processing of Personal
Information, including incident reporting and security incident notifying requirements.


“Privacy Policies”
means all current and prior privacy policies, statements and terms regarding the Processing of Personal Information by or on behalf of
the Company and its Subsidiaries.


“Process”
or “Processing” means, with respect to data, the use, collection, creation, processing, receipt, storage, recording,
organization, structuring, adaption, alteration, transfer, retrieval, consultation, disclosure, dissemination, making available, alignment,
combination, restriction, protection, security, erasure or destruction of such data.


“Proprietary
Information” means all trade secrets, confidential information, proprietary information, designs, formulas, algorithms,
procedures, methods, techniques, discoveries, developments, know-how, research and development, technical data, tools, materials, specifications,
processes, inventions (whether patentable or unpatentable and whether or not reduced to practice), apparatus, creations, improvements,
recordings, graphs, drawings, reports, analyses, documented and undocumented information, information and materials not generally known
to the public, protocols, schematics, compositions, sketches, photographs, websites, content, images, graphics, text, artwork, audiovisual
works, build instructions, Software, Databases, pricing, customer and user lists, market studies, business plans, systems, structures,
architectures, devices, concepts, methods and information, together with any and all notes, analysis, compilations, lab reports, notebooks,
invention disclosures, studies, summaries, and other material containing or based, in whole or in part, on any information included in
the foregoing, including all copies and tangible embodiments of any of the foregoing in whatever form or medium.


 


    	 	 I-10	 



     


    

“Prospectus”
shall have the meaning assigned to such term in the Registration Rights Agreement.


“Prospectus
Supplement” shall have the meaning assigned to such term in the Registration Rights Agreement.


“Registrable
Securities” shall have the meaning assigned to such term in the Registration Rights Agreement.


“Registration
Rights Agreement” shall have the meaning assigned to such term in the recitals of this Agreement.


“Registration
Statement” shall have the meaning assigned to such term in the Registration Rights Agreement.


“Regulation
D” shall have the meaning assigned to such term in the recitals of this Agreement.


“Restricted
Period” shall have the meaning assigned to such term in Section 6.9.


“Restricted
Person” shall have the meaning assigned to such term in Section 6.9.


“Restricted
Persons” shall have the meaning assigned to such term in Section 6.9.


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


“Sanctions”
shall have the meaning assigned to such term in Section 5.36.


“Section 4(a)(2)”
shall have the meaning assigned to such term in the recitals of this Agreement.


“Securities”
means, collectively, the Shares and the Commitment Shares.


“Securities
Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder.


“Shares”
shall mean the shares of Common Stock that are and/or may be purchased by the Investor under this Agreement pursuant to one or more VWAP
Purchase Notices, but not including the Commitment Shares.


    	 	 I-11	 



     


    

“Short Sales”
shall mean “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act.


“Software”
means all (a) computer software, programs, applications, scripts, middleware, firmware, interfaces, tools, operating systems, software
code of any nature, (including object code, source code, interpreted code, data files, rules, definitions and methodology derived from
the foregoing) and any derivations, updates, enhancements and customizations of any of the foregoing, together with all related processes,
technical data, algorithms, APIs, subroutines, operating procedures, report formats, development tools, templates and user interfaces,
and (b) documentation, including user manuals, technical manuals, programming comments, descriptions, flow charts and other work
products used to design, plan, organize and develop any of the foregoing, and training materials related to any of the foregoing.


“Subsidiary”
shall mean any corporation or other entity of which at least a majority of the securities or other ownership interest having ordinary
voting power for the election of directors or other persons performing similar functions are at the time owned directly or indirectly
by the Company and/or any of its other Subsidiaries.


“Tax Return”
means any return, declaration, report, statement, information statement or other document filed or required to be filed with any Governmental
Authority with respect to Taxes, including any claims for refunds of Taxes, any information returns and any amendments or supplements
of any of the foregoing.


“Taxes”
means all federal, state, local, foreign or other taxes imposed by any Governmental Authority, including all income, gross receipts, license,
payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, ad
valorem, value added, inventory, franchise, profits, withholding, social security (or similar), unemployment, disability, real property,
personal property, sales, use, transfer, registration, alternative or add-on minimum, or estimated taxes, and including any interest,
penalty, or addition thereto.


“Total Commitment”
shall have the meaning assigned to such term in Section 2.1.


“Trademarks”
means all trademarks, service marks, trade names, business names, corporate names, trade dress, look and feel, product and service names,
logos, brand names, slogans, 800 numbers, Internet domain names, URLs, social media usernames, handles, hashtags and account names, symbols,
emblems, insignia and other distinctive identification and indicia of source of origin, whether or not registered, including all common
law rights thereto, and all applications and registrations therefor, and all goodwill associated with any of the foregoing or the business
connected with the use of and symbolized by the foregoing.


“Trading Day”
shall mean a full trading day (beginning at 9:30:01 a.m., New York City time, and ending at 4:00 p.m., New York City time) on the Trading
Market or, if the Common Stock is then listed on an Eligible Market, on such Eligible Market.


“Trading Market”
means The Nasdaq Capital Market (or any nationally recognized successor thereto).


    	 	 I-12	 



     


    

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


“Variable Rate
Transaction” means a transaction in which the Company (i) issues or sells any equity or debt securities that are convertible
into, exchangeable or exercisable for, or include the right to receive additional shares of Common Stock or Common Stock Equivalents either
(A) at a conversion price, exercise price, exchange rate or other price that is based upon and/or varies with the trading prices of or
quotations for the Common Stock at any time after the initial issuance of such equity or debt securities, or (B) with a conversion, exercise
or exchange price that is subject to being reset at some future date after the initial issuance of such equity or debt security or upon
the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common
Stock (including, without limitation, any “full ratchet” or “weighted average” anti-dilution provisions, but not
including any standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, stock split or other similar
transaction), (ii) issues or sells any equity or debt securities, including without limitation, Common Stock or Common Stock Equivalents,
either (A) at a price that is subject to being reset at some future date after the initial issuance of such debt or equity security or
upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for
the Common Stock (other than standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, stock split
or other similar transaction), or (B) that are subject to or contain any put, call, redemption, buy-back, price-reset or other similar
provision or mechanism (including, without limitation, a “Black-Scholes” put or call right, other than in connection with
a Fundamental Transaction) that provides for the issuance of additional equity securities of the Company or the payment of cash by the
Company, or (iii) enters into any agreement, including, but not limited to, an “equity line of credit” (other than with the
Investor) or “at the market offering” or other continuous offering or similar offering of Common Stock or Common Stock Equivalents,
whereby the Company may sell Common Stock or Common Stock Equivalents at a future determined price.


“VWAP”
means, for the Common Stock as of any Trading Day, the dollar volume-weighted average price for the Common Stock on the Trading Market
(or, if the Common Stock is then listed on an Eligible Market, on such Eligible Market) during the period beginning at the official open
(or commencement) of trading on the Trading Market (or on such Eligible Market, as applicable) on such Trading Day, and ending at the
official close of trading on the Trading Market (or on such Eligible Market, as applicable) on such Trading Day, as reported by Bloomberg
through its “AQR” function. All such determinations shall be appropriately adjusted by the Company for any stock dividend,
stock split, stock combination, recapitalization or other similar transaction during such period.


“VWAP Purchase”
shall have the meaning assigned to such term in Section 3.1.


“VWAP Purchase
Condition Satisfaction Time” means, with respect to any VWAP Purchase, 8:30 a.m., New York City time, on the applicable
VWAP Purchase Date for such VWAP Purchase.


    	 	 I-13	 



     


    

“VWAP Purchase
Confirmation” shall have the meaning assigned to such term in Section 3.1.


“VWAP Purchase
Date” means, with respect to any VWAP Purchase, (i) the applicable VWAP Purchase Exercise Date for such VWAP Purchase, if
the applicable VWAP Purchase Notice for such VWAP Purchase is received by the Investor prior to 8:30 a.m., New York City time, on such
VWAP Purchase Exercise Date, or (ii) the Trading Day next following the applicable VWAP Purchase Exercise Date for such VWAP Purchase,
if the applicable VWAP Purchase Notice for such VWAP Purchase is received by the Investor after 8:30 a.m., New York City time, on such
VWAP Purchase Exercise Date.


“VWAP Purchase
Exercise Date” means, with respect to any VWAP Purchase, the Trading Day on which the Investor receives, prior to 5:00 p.m.,
New York City time, on such Trading Day, a valid VWAP Purchase Notice for such VWAP Purchase in accordance with this Agreement.


“VWAP Purchase
Maximum Amount” means, with respect to any VWAP Purchase, a number of shares of Common Stock equal to the lesser of (i)
the quotient obtained by dividing (A) $20,000,000 by (B) the Closing Sale Price of the Common Stock on the Trading Market (or Eligible
Market, as applicable) on the Trading Day immediately preceding the applicable VWAP Purchase Exercise Date for such VWAP Purchase, and
(ii) the product of (A) the average daily trading volume in the Common Stock on the Trading Market (or Eligible Market, as applicable)
for the three (3) Trading Days immediately preceding the applicable VWAP Purchase Exercise Date for such VWAP Purchase, multiplied by
(B) 0.15.


“VWAP Purchase
Notice” means, with respect to a VWAP Purchase made pursuant to Section 3.1, an irrevocable written notice delivered by
the Company to the Investor on a VWAP Purchase Exercise Date directing the Investor to purchase a VWAP Purchase Share Amount (such specified
VWAP Purchase Share Amount subject to adjustment as set forth in Section 3.1 as necessary to give effect to the VWAP Purchase Maximum
Amount), at the applicable VWAP Purchase Price therefor in accordance with this Agreement.


“VWAP Purchase
Price” means, with respect to any VWAP Purchase, the purchase price per Share to be purchased by the Investor in such VWAP
Purchase, which shall equal the product of (A) the VWAP for the applicable VWAP Purchase Date for such VWAP Purchase, multiplied by (B)
0.9615 (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or
other similar transaction).


“VWAP Purchase
Settlement Date” shall have the meaning assigned to such term in Section 3.2.


“VWAP Purchase
Share Amount” means, with respect to any VWAP Purchase, the number of Shares specified by the Company in the applicable
VWAP Purchase Notice, which number of Shares shall not exceed the applicable VWAP Purchase Maximum Amount.


 


 


    	 	 I-14