Exhibit 4.3


 


UNDERWRITING AGREEMENT


 


between


 


DIGITAL BRANDS GROUP, INC.


 


and


 


KINGSWOOD CAPITAL MARKETS,

division of Benchmark Investments, Inc.,


 


as Representative of the Several Underwriters


 






     


     


    

 


DIGITAL BRANDS GROUP, INC.


 


UNDERWRITING AGREEMENT


 


New York, New York


[●], 2021


 


Kingswood
Capital Markets,


division of Benchmark Investments, Inc.


as Representative of the several Underwriters
named on Schedule 1 attached hereto


17 Battery Place, Suite 625


New York, New York 10004


 


Ladies and Gentlemen:


 


The undersigned, Digital Brands
Group, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including,
without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries,
the “Company”), hereby confirms its agreement (this “Agreement”) with Kingswood Capital Markets,
division of Benchmark Investments, Inc. (hereinafter referred to as “you” (including its correlatives) or the “Representative”),
and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the
Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”)
as follows:


 


		1.	Purchase and Sale of Shares.



 


1.1.          Firm
Securities.


 


1.1.1.          Nature
and Purchase of Firm Securities.


 


(i)          On
the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company
agrees to issue and sell to the several Underwriters, an aggregate of 2,000,000 authorized but unissued shares (the “Firm Shares”)
of common stock of the Company, par value $0.0001 per share (the “Common Stock”), together with warrants to purchase
an aggregate of 2,000,000 shares of Common Stock each at an exercise price of $5.50 (110% of the public offering price per Firm Share
in the Offering), in the form filed as an exhibit to the Registration Statement (as hereinafter defined) (the “Firm Warrants,”
and collectively with the Common Stock, the “Firm Securities”).


 


(ii)          Each
Firm Share will be sold together with one Firm Warrant and will be immediately separable upon issuance. The Underwriters, severally and
not jointly, agree to purchase from the Company the number of Firm Shares and accompanying Firm Warrants set forth opposite their respective
names on Schedule 1 attached hereto and made a part hereof, at a purchase price of $4.60 per Firm Share and accompanying
Firm Warrant (92% of the public offering price for each Firm Share and accompanying Firm Warrant). The Firm Securities are to be offered
initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof).


 


1.1.2.          Payment
and Delivery of Securities.


 


(i)          Delivery
and payment for the Firm Securities shall be made at 10:00 a.m., Eastern time, on the second (2nd) Business Day following the
effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2.1.1 below) (or the
third (3rd) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m.,
Eastern time) or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of Nelson Mullins
Riley & Scarborough LLP, 101 Constitution Avenue NW, Suite 900, Washington, DC 20001 (“Representative Counsel”),
or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the
Company. The hour and date of delivery and payment for the Firm Securities is called the “Closing Date.”


 






    2


    


    

 


(ii)          Payment
for the Firm Securities shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable to the order of the Company
upon delivery of the certificates (in form and substance satisfactory to the Underwriters) representing the Firm Securities (or through
the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Securities shall
be registered in such name or names and in such authorized denominations as the Representative may request in writing at least one (1) Business
Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment
by the Representative for all of the Firm Securities. The term “Business Day” means any day other than Saturday, Sunday
or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however,
for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay-at-home,”
 “shelter-in-place,” “non-essential employee” or any other similar orders or restrictions or the closure of any
physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for
wire transfers) of commercial banks in The City of New York generally are open for use by customers on such day.


 


1.2.          Over-allotment
Option.


 


1.2.1.          Option
Securities. For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Securities,
the Company hereby grants to the Underwriters an option to purchase up to 300,000 additional shares of Common Stock (the “Option
Shares”) and accompanying warrants to purchase an aggregate of 300,000 shares of Common Stock (the “Option Warrants,”
and collectively with the Option Shares, the “Option Securities”), representing fifteen percent (15%) of the Firm Shares
and Firm Warrants sold in the offering, from the Company (the “Over-allotment Option”). The purchase price to be paid
per Option Share and accompanying Option Warrant shall be equal to the price per Firm Share and accompanying Firm Warrant set forth in
Section 1.1.1 hereof. The Firm Warrants and the Options Warrants are hereinafter collectively referred to as the “Warrants.”
The shares of Common Stock into which the Warrants are exercisable are hereinafter referred to as the “Warrant Shares.”
The Firm Securities and the Option Securities are hereinafter collectively referred to as the “Primary Securities.”
The Primary Securities and Warrant Shares are hereinafter collectively referred to as the “Public Securities.” The
offering and sale of the Primary Securities is hereinafter referred to as the “Offering.”


 


1.2.2.          Exercise
of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all
(at any time) or any part (from time to time) of the Option Securities within 45 days after the Effective Date. The purchase price to
be paid per Option Share and accompanying Option Warrants shall be equal to the Firm Share purchase price set forth in Section 1.1.1(ii) hereof.
The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option.
The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must
be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and
accompanying Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option
Closing Date”), which shall not be later than one (1) Business Day after the date of the notice or such other time as shall
be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely
by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment
for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise
of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth
herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares and accompanying Option Warrants
specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the
total number of Option Shares and accompanying Option Warrants then being purchased as set forth in Schedule 1 opposite
the name of such Underwriter.


 


1.2.3.          Payment
and Delivery. Payment for the Option Securities shall be made on the Option Closing Date by wire transfer in Federal (same day) funds,
payable to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing
the Option Shares and accompanying Option Warrants (or through the facilities of DTC) for the account of the Underwriters. The Option
Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing
at least one (1) Business Day prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Option
Securities except upon tender of payment by the Representative for applicable Option Securities.


 






    3


    


    

 


1.3.          Representative’s
Warrants.


 


1.3.1.          Purchase
Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date a warrant (“Representative’s
Warrants”) for the purchase of an aggregate of 100,000 shares of Common Stock, representing 5.0% of the number of Firm Shares,
for an aggregate purchase price of $100.00. The agreement(s) representing the Representative’s Warrants, in the form attached
hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in
whole or in part, commencing on a date which is six (6) months after the Effective Date and expiring on the five-year anniversary
of the Effective Date at an initial exercise price per share of Common Stock of $6.25, which is equal to 125.0% of the initial public
offering price of the Firm Shares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise
thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands
and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant
Agreement and the underlying shares of Common Stock during the three hundred sixty (360) days after the Effective Date and by its acceptance
thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any
portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective
economic disposition of such securities for a period of three hundred sixty (360) days following the Effective Date to anyone other than
(i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative
or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.


 


1.3.2.          Delivery.
Delivery of the Representative’s Warrant Agreement shall be made on the Closing Date, and shall be issued in the name or names and
in such authorized denominations as the Representative may request.


 


		2.	Representations and Warranties of the Company.



 


The Company represents and
warrants to the Underwriters as of the Applicable Time (as defined below), as of the Closing Date and as of the Option Closing Date, if
any, as follows:


 


2.1.          Filing
of Registration Statement.


 


2.1.1.          Pursuant
to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”)
a registration statement, and an amendment or amendments thereto, on Form S-1 (File No. 333-255193), including any related prospectus
or prospectuses, for the registration of the Public Securities and the Representative’s Securities under the Securities Act of 1933,
as amended (the “Securities Act”).Except as the context may otherwise require, such registration statement, as amended,
on file with the Commission at the time the registration statement became effective (including the Preliminary Prospectus included in
the registration statement, 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 pursuant to paragraph (b) of Rule 430A (the
 “Rule 430A Information”) of the the rules and regulations of the Commission promulgated thereunder (the “Securities
Act Regulations”), is referred to herein as the “Registration Statement.” If the Company files any registration
statement pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration
Statement” shall include such registration statement filed pursuant to Rule 462(b). The Registration Statement has been
declared effective by the Commission on the date hereof.


 


Each prospectus
used prior to the effectiveness of the Registration Statement, and each prospectus that omitted the Rule 430A Information that was
used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.”
The Preliminary Prospectus, subject to completion, dated [●], 2021, that was included in the Registration Statement immediately
prior to the Applicable Time is hereinafter called the “Pricing Prospectus.” The final prospectus in the form first
furnished to the Underwriters for use in the Offering, that includes the Rule 430A Information, is hereinafter called the “Prospectus.”
Any reference to the “most recent Preliminary Prospectus” shall be deemed to refer to the latest Preliminary Prospectus included
in the Registration Statement.


 






    4


    


    

 


“Applicable
Time” means 4:30 p.m., Eastern time, on the date of this Agreement.


 


“Issuer
Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 of the Securities
Act Regulations (“Rule 433”), including without limitation any “free writing prospectus” (as defined
in Rule 405 of the Securities Act Regulations) relating to the Public Securities that is (i) required to be filed with the Commission
by the Company, (ii) a “road show that is a written communication” within the meaning of Rule 433(d)(8)(i), whether
or not required to be filed with the Commission, or (iii) exempt from filing with the Commission pursuant to Rule 433(d)(5)(i) because
it contains a description of the Public Securities or of the Offering that does not reflect the final terms, in each case in the form
filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records
pursuant to Rule 433(g).


 


“Issuer
General Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective
investors (other than a “bona fide electronic road show,” as defined in Rule 433 (the “Bona Fide
Electronic Road Show”)), as evidenced by its being specified in Schedule 2-B hereto.


 


“Issuer
Limited Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing
Prospectus.


 


“Pricing
Disclosure Package” means any Issuer General Use Free Writing Prospectus issued at or prior to the Applicable Time, the Pricing
Prospectus and the information included on Schedule 2-A hereto, all considered together.


 


2.1.2.          Pursuant
to the Exchange Act. The Company has filed with the Commission a Form 8-A (File Number [●]) providing for the registration
of the Common Stock and the Warrants (the “Form 8-A Registration Statement”). The Common Stock and the Warrants
are registered pursuant to Section 12(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The registration of Common Stock and Warrants under the Exchange Act has been declared effective by the Commission on or prior to the
date hereof. The Company has taken no action designed to, or likely to have the effect of, terminating the registration of the shares
of Common Stock and Warrants under the Exchange Act, nor has the Company received any notification that the Commission is contemplating
terminating such registration.


 


2.2.          Stock
Exchange Listing. The shares of Common Stock and Warrants have each been approved for listing on the Nasdaq Capital Market (the “Exchange”),
subject only to official notice of issuance, and the Company has taken no action designed to, or likely to have the effect of, delisting
the shares of Common Stock or Warrants from the Exchange, nor has the Company received any notification that the Exchange is contemplating
terminating such listing except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.


 


2.3.          No
Stop Orders, etc. Neither the Commission nor, to the Company’s knowledge, any state regulatory authority has issued any
order preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus or has instituted or,
to the Company’s knowledge, threatened to institute, any proceedings with respect to such an order. The Company has complied with
each request (if any) from the Commission for additional information.


 


2.4.          Disclosures
in Registration Statement.


 


2.4.1.          Compliance
with Securities Act and 10b-5 Representation.


 


(i)          Each
of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects
with the requirements of the Securities Act and the Securities Act Regulations. Each Preliminary Prospectus, including the prospectus
filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto, and the Prospectus,
at the time each was filed with the Commission, complied in all material respects with the requirements of the Securities Act and the
Securities Act Regulations. Each Preliminary Prospectus delivered to the Underwriters for use in connection with this Offering and the
Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to the Commission’s
EDGAR filing system (“EDGAR”), except to the extent permitted by Regulation S-T promulgated under the Securities Act
(“Regulation S-T”).


 






    5


    


    

 


(ii)          Neither
the Registration Statement nor any amendment thereto, at its effective time, as of the Applicable Time, at the Closing Date or at any
Option Closing Date (if any), contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit
to state a material fact required to be stated therein or necessary to make the statements therein not misleading.


 


(iii)          The
Pricing Disclosure Package, as of the Applicable Time, at the Closing Date or at any Option Closing Date (if any), did not, does not and
will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading; and each Issuer Limited Use Free Writing Prospectus hereto
does not conflict in any material respect with the information contained in the Registration Statement, any Preliminary Prospectus, the
Pricing Prospectus or the Prospectus, and each such Issuer Limited Use Free Writing Prospectus, as supplemented by and taken together
with the Pricing Prospectus as of the Applicable Time, did not include an untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided,
however, that this representation and warranty shall not apply to statements made or statements omitted in reliance upon and in conformity
with written information furnished to the Company with respect to the Underwriters by the Representative expressly for use in the Registration
Statement, the Pricing Prospectus or the Prospectus or any amendment thereof or supplement thereto. The parties acknowledge and agree
that such information provided by or on behalf of any Underwriter consists solely of the following disclosure contained in the “Underwriting”
section of the Prospectus: the names of the Underwriters, the information in the first paragraph under the subheading titled “Commissions
and Discounts” and the information under the subheadings titled “Price Stabilization, Short Positions, and Penalty Bids”
and “Electronic Distribution” (the “Underwriters’ Information”).


 


(iv)          Neither
the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing
with the Commission pursuant to Rule 424(b), at the Closing Date or at any Option Closing Date, included, includes or will include
an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and
warranty shall not apply to the Underwriters’ Information.


 


2.4.2.          Disclosure
of Agreements. The agreements and documents described in the Registration Statement, the Pricing Disclosure Package and the Prospectus
conform in all material respects to the descriptions thereof contained therein and there are no agreements or other documents required
by the Securities Act and the Securities Act Regulations to be described in the Registration Statement, the Pricing Disclosure Package
and the Prospectus or to be filed with the Commission as exhibits to the Registration Statement, that have not been so described or filed.
Each agreement or other instrument (however characterized or described) to which the Company is a party or by which it is or may be bound
or affected and (i) that is referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or (ii) is
material to the Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect in
all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance
with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting
creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the
federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief
may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, and except
for any unenforceability that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Change
(as defined in Section 2.5.1 below). None of such agreements or instruments has been assigned by the Company, and neither the Company
nor, to the Company’s knowledge, any other party is in material default thereunder and, to the Company’s knowledge, no event
has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder except for such defaults
that would not reasonably be expected to result in a Material Adverse Change (as defined in Section 2.5.1 below). To the Company’s
knowledge, performance by the Company of the material provisions of such agreements or instruments will not result in a violation of any
existing applicable law, rule, regulation, judgment, order or decree of any governmental or regulatory agency, authority, body, entity
or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses (each, a “Governmental
Entity”), including, without limitation, those relating to environmental laws and regulations, that, individually or in the
aggregate, would not reasonably be expected to result in a Material Adverse Change as defined in Section 2.5.1 below.


 






    6


    


    

 


2.4.3.          Reserved.


 


2.4.4.          Regulations.
The disclosures in the Registration Statement, the Pricing Disclosure Package and the Prospectus concerning the effects of federal, state,
local and all foreign laws, rules and regulations relating to the Offering and the Company’s business as currently conducted
or contemplated are correct and complete in all material respects and no other such laws, rules or regulations are required under
the Securities Act and the Securities Act Regulations to be disclosed in the Registration Statement, the Pricing Disclosure Package and
the Prospectus which are not so disclosed.


 


2.4.5.          No
Other Distribution of Offering Materials. The Company has not, directly or indirectly, distributed and will not distribute any offering
material in connection with the Offering other than any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus and
other materials, if any, permitted under the Securities Act and consistent with Section 3.2 below.


 


2.5.          Changes
After Dates in Registration Statement.


 


2.5.1.          No
Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure
Package and the Prospectus, except as otherwise specifically stated therein: (i) there has been no material adverse change in the
financial position or results of operations of the Company or its Subsidiaries taken as a whole, nor to the Company’s knowledge,
any change or development that, singularly or in the aggregate, would involve a material adverse change or a prospective material adverse
change, in or affecting the condition (financial or otherwise), results of operations, business, assets or prospects of the Company or
its Subsidiaries taken as a whole (a “Material Adverse Change”); (ii) there have been no material transactions
entered into by the Company or its Subsidiaries, other than as contemplated pursuant to this Agreement; and (iii) no officer or director
of the Company has resigned from any position with the Company.


 


2.5.2.          Recent
Securities Transactions, etc. Subsequent to the respective dates as of which information is given in the Registration Statement,
the Pricing Disclosure Package and the Prospectus, and except as may otherwise be indicated or contemplated herein or disclosed in the
Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company has not: (i) issued any securities or incurred
any liability or obligation, direct or contingent, for borrowed money; or (ii) declared or paid any dividend or made any other distribution
on or in respect to its capital stock.


 


2.6.          Reserved.


 


2.7.          Independent
Accountants. To the knowledge of the Company, dbbmckennon (the “Auditor”), whose report is filed with the
Commission as part of the Registration Statement, the Pricing Disclosure Package and the Prospectus, is an independent registered public
accounting firm as required by the Securities Act and the Securities Act Regulations and the Public Company Accounting Oversight Board.
The Auditor has not, during the periods covered by the financial statements included in the Registration Statement, the Pricing Disclosure
Package and the Prospectus, provided to the Company any non-audit services, as such term is used in Section 10A(g) of the Exchange
Act.


 






    7


    


    

 


2.8.          Financial
Statements, etc. The financial statements, including the notes thereto and supporting schedules included in the Registration
Statement, the Pricing Disclosure Package and the Prospectus, fairly present in all material respects the financial position and the results
of operations of the Company at the dates and for the periods to which they apply; and such financial statements have been prepared in
conformity with U.S. generally accepted accounting principles (“GAAP”), consistently applied throughout the periods
involved (provided that unaudited interim financial statements are subject to year-end audit adjustments that are not expected to be material
in the aggregate and do not contain all footnotes required by GAAP); and the supporting schedules included in the Registration Statement
present fairly in all material respects the information required to be stated therein. Except as included therein, no historical or pro
forma financial statements are required to be included in the Registration Statement, the Pricing Disclosure Package or the Prospectus
under the Securities Act or the Securities Act Regulations. The pro forma and pro forma as adjusted financial information and the related
notes, if any, included in the Registration Statement, the Pricing Disclosure Package and the Prospectus have been properly compiled and
prepared in accordance with the applicable requirements of the Securities Act and the Securities Act Regulations and present fairly in
all material respects the information shown therein, and the assumptions used in the preparation thereof are reasonable and the adjustments
used therein are appropriate to give effect to the transactions and circumstances referred to therein. All disclosures contained in the
Registration Statement, the Pricing Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such
term is defined by the rules and regulations of the Commission), if any, comply in all material respects with Regulation G of the
Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. Each of the Registration Statement, the Pricing
Disclosure Package and the Prospectus discloses all material off-balance sheet transactions, arrangements, obligations (including contingent
obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material current or
future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures,
capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Pricing Disclosure
Package and the Prospectus, (a) since the date of the last balance sheet included in the Registration Statement, the Pricing Disclosure
Package and the Prospectus, neither the Company nor any of its direct and indirect subsidiaries, including each entity disclosed or described
in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being a subsidiary of the Company (each, a “Subsidiary”
and, collectively, the “Subsidiaries”), has incurred any material liabilities or obligations, direct or contingent,
or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid
any dividends or made any distribution of any kind with respect to its capital stock, (c) there has not been any change in the capital
stock of the Company or any of its Subsidiaries, or, other than in the ordinary course of business, any grants under any stock compensation
plan, and (d) there has not been any material adverse change in the Company’s long-term or short-term debt. The Company represents
that it has no direct or indirect subsidiaries other than those listed in Exhibit 21.1 to the Registration Statement.


 


2.9.          Authorized
Capital; Options, etc. The Company had, at the date or dates indicated in the Registration Statement, the Pricing Disclosure
Package and the Prospectus, the duly authorized, issued and outstanding capitalization as set forth therein. Based on the assumptions
stated in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company will have on the Closing Date the
adjusted capitalization set forth therein. Except as set forth in, or contemplated by, the Registration Statement, the Pricing Disclosure
Package and the Prospectus, on the Effective Date, as of the Applicable Time and on the Closing Date and any Option Closing Date, there
will be no stock options, warrants, or other rights to purchase or otherwise acquire any authorized, but unissued shares of Common Stock
of the Company or any security convertible or exercisable into shares of Common Stock of the Company, or any contracts or commitments
to issue or sell shares of Common Stock or any such options, warrants, rights or convertible securities.


 


2.10.          Valid
Issuance of Securities, etc.


 


2.10.1.          Outstanding
Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have
been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission or the
ability to force the Company or any of its Subsidiaries to repurchase such securities with respect thereto, and are not subject to personal
liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights, rights of first
refusal or rights of participation of any holders of any security of the Company or similar contractual rights granted by the Company.
The authorized shares of Common Stock conform in all material respects to all statements relating thereto contained in the Registration
Statement, the Pricing Disclosure Package and the Prospectus. The offers and sales of the outstanding shares of Common Stock, options,
warrants and other outstanding securities convertible into or exercisable for shares of Common Stock, were at all relevant times either
registered under the Securities Act and the applicable state securities or “blue sky” laws or, based in part on the representations
and warranties of the purchasers of such shares of Common Stock, exempt from such registration requirements. The description of the Company’s
stock option, stock bonus and other related plans or arrangements, and options and/or other rights granted thereunder, as described in
the Registration Statement, the Pricing Disclosure Package and the Prospectus, accurately and fairly present, in all material respects,
the information required to be shown with respect to such plans, arrangements, options and rights.


 






    8


    


    

 


2.10.2.          Securities
Sold Pursuant to this Agreement. The Public Securities and Representative’s Securities have been duly authorized for issuance
and sale and, when issued and paid for, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not
be subject to personal liability by reason of being such holders; the Public Securities and Representative’s Securities are and
will be free from all preemptive rights of any holders of any security of the Company, or similar contractual rights granted by the Company;
and all corporate action required to be taken for the authorization, issuance and sale of the Public Securities and Representative’s
Securities has been duly and validly taken. The Warrants, when issued and paid for pursuant to this Agreement and the Warrant Agency Agreement
(as defined below), will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment
therefor, the Warrant Shares. The Representative’s Warrant Agreement, when issued and paid for pursuant to this Agreement, will
constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the underlying
shares of Common Stock. The Public Securities and Representative’s Securities conform in all material respects to all statements
with respect thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action
required to be taken for the authorization, issuance and sale of the Representative’s Warrant Agreement has been duly and validly
taken; the shares of Common Stock issuable upon exercise of the Representative’s Warrant have been duly authorized and reserved
for issuance by all necessary corporate action on the part of the Company and when paid for and issued in accordance with the Representative’s
Warrant and the Representative’s Warrant Agreement, such shares of Common Stock will be validly issued, fully paid and nonassessable;
the holders thereof are not and will not be subject to personal liability by reason of being such holders; and such shares of Common Stock
are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted
by the Company.


 


2.11.          Registration
Rights of Third Parties. Except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, no
holders of any securities of the Company or any options, warrants, rights or other securities exercisable for or convertible or exchangeable
into securities of the Company have the right to require the Company to register any such securities of the Company under the Securities
Act or to include any such securities in the Registration Statement or any other registration statement to be filed by the Company.


 


2.12.          Validity
and Binding Effect of Agreements. The execution, delivery and performance of this Agreement, the Warrants, and the Representative’s
Warrant Agreement have been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and
binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such
enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as
enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that
the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to
the discretion of the court before which any proceeding therefor may be brought.


 


2.13.          No
Conflicts, etc. The execution, delivery and performance by the Company of this Agreement, the Warrants, the Representative’s
Warrant Agreement, and all ancillary documents, the consummation by the Company of the transactions herein and therein contemplated and
the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse
of time or both: (i) result in a material breach of, or conflict with any of the terms and provisions of, or constitute a material
default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property
or assets of the Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument
to which the Company is a party or as to which any property of the Company is a party except breaches, conflicts or defaults that would
not reasonably be expected to result in a Material Adverse Change; (ii) result in any violation of the provisions of the Company’s
Certificate of Incorporation (as the same have been amended or restated from time to time, the “Charter”) or the by-laws
of the Company; or (iii) violate in any material respect any existing applicable law, rule, regulation, judgment, order or decree
of any Governmental Entity as of the date hereof having jurisdiction over the Company.


 






    9


    


    

 


2.14.          No
Defaults; Violations. Except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, no material
default exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture,
mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money,
or any other material agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of
the properties or assets of the Company is subject except for any such default that would not be reasonably expected to result in a Material
Adverse Change. The Company is not in violation of any term or provision of its Charter or by-laws, or in violation of any material franchise,
license, permit, applicable law, rule, regulation, judgment or decree of any Governmental Entity, except for such violations that would
not be reasonably expected to result in a Material Adverse Change.


 


2.15.          Corporate
Power; Licenses; Consents.


 


2.15.1.          Conduct
of Business. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company has
all requisite corporate power and authority, and has all material consents, authorizations, approvals, licenses, certificates, clearances,
permits and orders and supplements and amendments thereto (collectively, “Authorizations”) of and from all Governmental
Entities that it needs as of the date hereof to conduct its business purpose as described in the Registration Statement, the Pricing Disclosure
Package and the Prospectus, except for such Authorizations, the absence of which would reasonably be expected to have a Material Adverse
Change.


 


2.15.2.          Transactions
Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions
and conditions hereof, and all Authorizations required in connection therewith have been obtained. No Authorization of, and no filing
with, any Governmental Entity, the Exchange or another body is required for the valid issuance, sale and delivery of the Public Securities
and the consummation of the transactions and agreements contemplated by this Agreement and the Representative’s Warrant Agreement
and as contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, except with respect to applicable
Securities Act Regulations, state securities laws and the rules and regulations of the Financial Industry Regulatory Authority, Inc.
(“FINRA”).


 


2.16.          D&O
Questionnaires. To the Company’s knowledge, all information contained in the questionnaires (the “Questionnaires”)
completed by each of the Company’s directors and officers immediately prior to the Offering (the “Insiders”)
as supplemented by all information concerning the Insiders as described in the Registration Statement, the Pricing Disclosure Package
and the Prospectus provided to the Underwriters, is true and correct in all material respects and the Company has not become aware of
any information which would cause the information disclosed in the Questionnaires to become materially inaccurate and incorrect.


 


2.17.          Litigation;
Governmental Proceedings. There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental proceeding
pending or, to the Company’s knowledge, threatened against, or involving the Company or, to the Company’s knowledge, any executive
officer or director which has not been disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or
in connection with the Company’s listing application for the listing of the Public Securities on the Exchange.


 


2.18.          Good
Standing. The Company has been duly incorporated and is validly existing as a corporation and is in good standing under the laws of
the State of Delaware as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction in
which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify,
singularly or in the aggregate, would not have or reasonably be expected to result in a Material Adverse Change.


 


2.19.          Insurance.
The Company carries or is entitled to the benefits of insurance (including, without limitation, as to directors and officers insurance
coverage), with reputable insurers, in such amounts and covering such risks which the Company believes are adequate as are customary for
companies engaged in similar business, and to the Company’s knowledge all such insurance is in full force and effect. The Company
has no reason to believe that it will not be able (i) to renew its existing insurance coverage as and when such policies expire or
(ii) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted
and at a cost that would not reasonably be expected to result in a Material Adverse Change.


 






    10


    


    

 


2.20.          Transactions
Affecting Disclosure to FINRA.


 


2.20.1.          Finder’s
Fees. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no claims, payments,
arrangements, agreements or understandings relating to the payment of a finder’s, consulting or origination fee by the Company or
any Insider with respect to the sale of the Public Securities hereunder or any other arrangements, agreements or understandings of the
Company or, to the Company’s knowledge, any of its stockholders that may affect the Underwriters’ compensation, as determined
by FINRA.


 


2.20.2.          Payments
Within Twelve (12) Months. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the
Company has not made any direct or indirect payments in connection with the Offering (in cash, securities or otherwise) to: (i) any
person, as a finder’s fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing
to the Company persons who raised or provided capital to the Company; (ii) any FINRA member; or (iii) any person or entity that
has any direct or indirect affiliation or association with any FINRA member, within the twelve (12) months prior to the Effective Date,
other than the payment to the Underwriters as provided hereunder in connection with the Offering.


 


2.20.3.          Use
of Proceeds. None of the net proceeds of the Offering will be paid by the Company to any participating FINRA member or its affiliates,
except as specifically authorized herein.


 


2.20.4.          FINRA
Affiliation. There is no (i) officer or director of the Company, (ii)  beneficial owner of 5% or more of any class of the
Company’s securities or (iii) beneficial owner of the Company’s unregistered equity securities which were acquired during
the 180-day period immediately preceding the filing of the Registration Statement that is an affiliate or associated person of a FINRA
member participating in the Offering (as determined in accordance with the rules and regulations of FINRA).


 


2.20.5.          Information.
All information provided by the Company in its FINRA questionnaire to Representative Counsel specifically for use by Representative Counsel
in connection with its Public Offering System filings (and related disclosure) with FINRA is true, correct and complete in all material
respects.


 


2.21.          Foreign
Corrupt Practices Act. None of the Company and its Subsidiaries or, to the Company’s knowledge, any director, officer, agent,
employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of, and with authority from, the Company
and its Subsidiaries, has, directly or indirectly, given or agreed to give any money, gift or similar benefit (other than legal price
concessions to customers in the ordinary course of business) to any customer, supplier, employee or agent of a customer or supplier, or
official or employee of any Governmental Entity (domestic or foreign) or any political party or candidate for office (domestic or foreign)
or other person who was, is, or may be in a position to help or hinder the business of the Company (or assist it in connection with any
actual or proposed transaction) that (i) might subject the Company to any damage or penalty in any civil, criminal or governmental
litigation or proceeding, (ii) if not given in the past, might have had a Material Adverse Change or (iii) if not continued
in the future, might adversely affect the assets, business, operations or prospects of the Company. The Company has taken reasonable steps
to ensure that its accounting controls and procedures are sufficient to cause the Company to comply in all material respects with the
Foreign Corrupt Practices Act of 1977, as amended.


 


2.22.          Compliance
with OFAC. None of the Company and its Subsidiaries or, to the Company’s knowledge, any director, officer, agent, employee or
affiliate of the Company and its Subsidiaries or any other person acting on behalf of, and with authority from, the Company and its Subsidiaries,
is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury
(“OFAC”), and the Company will not, directly or indirectly, use the proceeds of the Offering hereunder, or lend, contribute
or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing
the activities of any person currently subject to any U.S. sanctions administered by OFAC.


 


2.23.          Money
Laundering Laws. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance in all
material respects with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting
Act of 1970, as amended, the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and
any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the
 “Money Laundering Laws”); and no action, suit or proceeding by or before any Governmental Entity involving the Company
with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.


 






    11


    


    

 


2.24.          Officers’
Certificate. Any certificate signed by any duly authorized officer of the Company and delivered to you or to Representative Counsel
on the Closing Date or on the Option Closing Date shall be deemed a representation and warranty by the Company to the Underwriters as
to the matters covered thereby.


 


2.25.          Lock-Up
Agreements. Schedule 3 hereto contains a complete and accurate list of the Company’s officers, directors and
each owner of 5% or more of the Company’s outstanding shares of Common Stock (or securities convertible or exercisable into shares
of Common Stock) (collectively, the “Lock-Up Parties”). The Company has caused each of the Lock-Up Parties to deliver
to the Representative an executed Lock-Up Agreement, in a form substantially similar to that attached hereto as Exhibit B (the
 “Lock-Up Agreement”), prior to the execution of this Agreement.


 


2.26.          Subsidiaries.
All direct and indirect Subsidiaries of the Company are duly organized and in good standing under the laws of the place of organization
or incorporation, and each Subsidiary is in good standing in each jurisdiction in which its ownership or lease of property or the conduct
of business requires such qualification, except where the failure to qualify would not have a material adverse effect on the assets, business
or operations of the Company taken as a whole. The Company’s ownership and control of each Subsidiary is as described in the Registration
Statement, the Pricing Disclosure Package and the Prospectus.


 


2.27.          Related
Party Transactions. There are no business relationships or related party transactions involving the Company or any other person required
to be described in the Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required
under the Securities Act and the Securities Act Regulations.


 


2.28.          Board
of Directors. The Board of Directors of the Company is comprised of the persons set forth under the heading of the Pricing Prospectus
and the Prospectus captioned “Management.” The qualifications of the persons serving as board members and the overall composition
of the board comply with the Exchange Act, the rules and regulations of the Commission promulgated thereunder (the “Exchange
Act Regulations”), the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder (the “Sarbanes-Oxley Act”)
applicable to the Company and the listing rules of the Exchange. At least one member of the Audit Committee of the Board of Directors
of the Company qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing
rules of the Exchange. In addition, at least a majority of the persons serving on the Board of Directors qualify as “independent,”
as defined under the listing rules of the Exchange.


 


2.29.          Sarbanes-Oxley
Compliance.


 


2.29.1.          Disclosure
Controls. The Company has developed and currently maintains disclosure controls and procedures that will comply in all material respects
with Rule 13a-15 or 15d-15 under the Exchange Act Regulations, and such controls and procedures are effective to ensure that all
material information concerning the Company will be made known on a timely basis to the individuals responsible for the preparation of
the Company’s Exchange Act filings and other public disclosure documents.


 


2.29.2.          Compliance.
The Company is and at the Applicable Time and on the Closing Date will be, in material compliance with the provisions of the Sarbanes-Oxley
Act applicable to it, and has implemented or will implement such programs and has taken reasonable steps to ensure the Company’s
future compliance (not later than the relevant statutory and regulatory deadlines therefor) with all of the material provisions of the
Sarbanes-Oxley Act.


 


2.30.          Accounting
Controls. The Company and its Subsidiaries maintain systems of “internal control over financial reporting” (as defined
under Rules 13a-15 and 15d-15 under the Exchange Act Regulations) that comply in all material respects with the requirements of the
Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers,
or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with GAAP, including, but not limited to, internal accounting controls sufficient
to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations;
(ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain
asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization;
and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action
is taken with respect to any differences. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus,
the Company is not aware of any material weaknesses in its internal controls. The Company’s auditors and the Audit Committee of
the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design
or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely affected
or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information;
and (ii) any fraud known to the Company’s management, whether or not material, that involves management or other employees
who have a significant role in the Company’s internal controls over financial reporting.


 






    12


    


    

 


2.31.          No
Investment Company Status. The Company is not and, after giving effect to the Offering and the application of the proceeds thereof
as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, will not be, required to register as an
 “investment company,” as defined in the Investment Company Act of 1940, as amended.


 


2.32.          No
Labor Disputes. No labor dispute with the employees of the Company or any of its Subsidiaries exists or, to the knowledge of the Company,
is imminent. The Company is not aware that any officer, key employee or significant group of employees of the Company plans to terminate
employment with the Company.


 


2.33.          Intellectual
Property Rights. The Company and each of its Subsidiaries owns or possesses or has valid rights to use all patents, patent applications,
trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, inventions, trade secrets
and similar rights (“Intellectual Property Rights”) and necessary for the conduct of the business of the Company and
each of its Subsidiaries as currently carried on and as described in the Registration Statement, the Pricing Disclosure Package and the
Prospectus. To the knowledge of the Company, no action or use by the Company or any of its Subsidiaries necessary for the conduct of its
business as currently carried on and as described in the Registration Statement and the Prospectus will involve or give rise to any infringement
of, or license or similar fees for, any Intellectual Property Rights of others. Neither the Company nor any of its Subsidiaries has received
any notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as would not reasonably
be expected to result, individually or in the aggregate, in a Material Adverse Change: (A) to the knowledge of the Company, there
is no infringement, misappropriation or violation by third parties of any of the Intellectual Property Rights owned by the Company; (B) there
is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the rights of the
Company in or to any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for
any such claim, that would, individually or in the aggregate, together with any other claims in this Section 2.33, reasonably be
expected to result in a Material Adverse Change; (C) the Intellectual Property Rights owned by the Company and, to the knowledge
of the Company, the Intellectual Property Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid
or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding
or claim by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts
which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in
this Section 2.33, reasonably be expected to result in a Material Adverse Change; (D) there is no pending or, to the Company’s
knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates any
Intellectual Property Rights or other proprietary rights of others, the Company has not received any written notice of such claim and
the Company is unaware of any other facts which would form a reasonable basis for any such claim that would, individually or in the aggregate,
together with any other claims in this Section 2.33, reasonably be expected to result in a Material Adverse Change; and (E) to
the Company’s knowledge, no employee of the Company is in or has ever been in violation in any material respect of any term of any
employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement,
nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s
employment with the Company, or actions undertaken by the employee while employed with the Company and could reasonably be expected to
result, individually or in the aggregate, in a Material Adverse Change. To the Company’s knowledge, all material technical information
developed by and belonging to the Company which has not been patented has been kept confidential. The Company is not a party to or bound
by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required
to be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus and are not described therein. The Registration
Statement, the Pricing Disclosure Package and the Prospectus contain in all material respects the same description of the matters set
forth in the preceding sentence. None of the technology employed by the Company has been obtained or is being used by the Company in violation
of any contractual obligation binding on the Company or, to the Company’s knowledge, any of its officers, directors or employees,
or otherwise in violation of the rights of any persons.


 






    13


    


    

 


2.34.          Taxes.
Each of the Company and its Subsidiaries has filed all returns (as hereinafter defined) required to be filed with taxing authorities
prior to the date hereof or has duly obtained extensions of time for the filing thereof. Each of the Company and its Subsidiaries has
paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against
the Company or such respective Subsidiary except those that are being contested in good faith or as would not have, individually or in
the aggregate, result in a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements filed
with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods
to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no
material issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted
as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection
of taxes have been given by or requested from the Company or its Subsidiaries. To the Company’s knowledge, there are no tax liens
against the assets, properties or business of the Company or its Subsidiaries. The term “taxes” means all federal,
state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license,
lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits,
customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any interest and any penalties, additions
to tax or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements
and other documents required to be filed in respect to taxes.


 


2.35.          ERISA
Compliance. The Company and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act
of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established
or maintained by the Company or its “ERISA Affiliates” (as defined below) are in compliance in all material respects with
ERISA. “ERISA Affiliate” means, with respect to the Company, any member of any group of organizations described in
Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations
thereunder (the “Code”) of which the Company is a member. No “reportable event” (as defined under ERISA)
has occurred or is reasonably expected to occur with respect to any “employee benefit plan” established or maintained by the
Company or any of its ERISA Affiliates. No “employee benefit plan” established or maintained by the Company or any of its
ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities”
(as defined under ERISA). Neither the Company nor any of its ERISA Affiliates has incurred or reasonably expects to incur any material
liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan”
or (ii) Sections 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan” established or maintained by the
Company or any of its ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code is so qualified and,
to the knowledge of the Company, nothing has occurred, whether by action or failure to act, which would cause the loss of such qualification.


 


2.36.          Compliance
with Laws. Each of the Company and each Subsidiary: (A) is and at all times has been in compliance with all statutes, rules,
or regulations applicable to the business of the Company as currently conducted (“Applicable Laws”), except as could
not, individually or in the aggregate, reasonably be expected to have a Material Adverse Change; (B) has not received any warning
letter, untitled letter or other correspondence or notice from any Governmental Entity alleging or asserting noncompliance with any Applicable
Laws or any Authorizations; (C) possesses all material Authorizations and such Authorizations are valid and in full force and effect
and are not in material violation of any term of any such Authorizations , except where the invalidity of such Authorizations or the failure
of such Authorizations to be in full force and effect would not result in a Material Adverse Change; (D) has not received notice
of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from any Governmental Entity
or third party alleging that any activity conducted by the Company is in violation of any Applicable Laws or Authorizations and has no
knowledge that any such Governmental Entity or third party is considering any such claim, litigation, arbitration, action, suit, investigation
or proceeding; (E) has not received notice that any Governmental Entity has taken, is taking or intends to take action to limit,
suspend, modify or revoke any Authorizations and has no knowledge that any such Governmental Entity is considering such action; and (F) has
filed, obtained, maintained or submitted all material reports, documents, forms, notices, applications, records, claims, submissions and
supplements or amendments as required by any Applicable Laws or Authorizations and that all such reports, documents, forms, notices, applications,
records, claims, submissions and supplements or amendments were complete and correct in all material respects on the date filed (or were
corrected or supplemented by a subsequent submission), , except where the failure to be so in compliance would not, individually or in
the aggregate, result in a Material Adverse Change.


 






    14


    


    

 


2.37.          Emerging
Growth Company. From the time of the initial submission of the Registration Statement to the Commission (or, if earlier, the first
date on which the Company engaged directly in or through any Person authorized to act on its behalf in any Testing-the Waters Communication)
through the date hereof, the Company has been and is an “emerging growth company,” as defined in Section 2(a) of
the Securities Act (an “Emerging Growth Company”). “Testing-the-Waters Communication” means any oral or
written communication with potential investors undertaken in reliance on Section 5(d) of the Securities Act. The Company has
not (i) alone engaged in any Testing-the-Waters Communications, other than Testing-the-Waters Communications with the written consent
of the Representative and with entities that are qualified institutional buyers within the meaning of Rule 144A under the Securities
Act or institutions that are accredited investors within the meaning of Rule 501 under the Securities Act and (ii) authorized
anyone other than the Representative to engage in Testing-the-Waters Communications. The Company confirms that the Representative has
been authorized to act on its behalf in undertaking Testing-the-Waters Communications.


 


2.38.          Environmental
Laws. The Company is in compliance with all foreign, federal, state and local rules, laws and regulations relating to the use, treatment,
storage and disposal of hazardous or toxic substances or waste and protection of health and safety or the environment which are applicable
to their businesses (“Environmental Laws”), except where the failure to comply would not, singularly or in the aggregate,
result in a Material Adverse Change. There has been no storage, generation, transportation, handling, treatment, disposal, discharge,
emission, or other release of any kind of toxic or other wastes or other hazardous substances by, due to, or caused by the Company (or,
to the Company’s knowledge, any other entity for whose acts or omissions the Company is or may otherwise be liable) upon any of
the property now or previously owned or leased by the Company, or upon any other property, in violation of any law, statute, ordinance,
rule, regulation, order, judgment, decree or permit or which would, under any law, statute, ordinance, rule (including rule of
common law), regulation, order, judgment, decree or permit, give rise to any liability, except for any violation or liability which would
not have, singularly or in the aggregate with all such violations and liabilities, a Material Adverse Change; and there has been no disposal,
discharge, emission or other release of any kind onto such property or into the environment surrounding such property of any toxic or
other wastes or other hazardous substances with respect to which the Company has knowledge, except for any such disposal, discharge, emission,
or other release of any kind which would not have, singularly or in the aggregate with all such discharges and other releases, a Material
Adverse Change. In the ordinary course of business, the Company conducts periodic reviews of the effect of Environmental Laws on its business
and assets, in the course of which they identify and evaluate associated costs and liabilities (including, without limitation, any capital
or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or governmental permits issued
thereunder, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such reviews,
the Company has reasonably concluded that such associated costs and liabilities would not have, singularly or in the aggregate, a Material
Adverse Change.


 


2.39.          Title
to Property. Except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and
its Subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real or
personal property which are material to the business of the Company and its Subsidiaries taken as a whole, in each case free and clear
of all liens, encumbrances, security interests, claims and defects that do not, singly or in the aggregate, materially affect the value
of such property and do not interfere with the use made and proposed to be made of such property by the Company or its Subsidiaries; and
all of the leases and subleases material to the business of the Company and its Subsidiaries, considered as one enterprise, and under
which the Company or any of its Subsidiaries holds properties described in the Registration Statement, the Pricing Disclosure Package
and the Prospectus, are, to the Company’s knowledge, in full force and effect, and neither the Company nor any Subsidiary has received
any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiary under
any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any Subsidiary to the continued
possession of the leased or subleased premises under any such lease or sublease.


 






    15


    


    

 



 


2.40.            Contracts
Affecting Capital. There are no transactions, arrangements or other relationships between and/or among the Company, any of its affiliates
(as such term is defined in Rule 405 of the Securities Act Regulations) and any unconsolidated entity, including, but not limited
to, any structured finance, special purpose or limited purpose entity that could reasonably be expected to materially affect the Company’s
or its Subsidiaries’ liquidity or the availability of or requirements for their capital resources required to be described or incorporated
by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus which have not been described or incorporated
by reference as required.


 


2.41.            Loans
to Directors or Officers. There are no outstanding loans, advances (except normal advances for business expenses in the ordinary
course of business) or guarantees or indebtedness by the Company or its Subsidiaries to or for the benefit of any of the officers or
directors of the Company, its Subsidiaries, or any of their respective family members, except as disclosed in the Registration Statement,
the Pricing Disclosure Package and the Prospectus.


 


2.42.            Ineligible
Issuer. At the time of filing the Registration Statement and any post-effective amendment thereto, at the Effective Date and at the
time of any amendment thereto, at the earliest time thereafter that the Company or another offering participant made a bona fide offer
(within the meaning of Rule 164(h)(2) of the Securities Act Regulations) of the Public Securities and at the Effective Date,
the Company was not and is not an “ineligible issuer,” as defined in Rule 405, without taking account of any determination
by the Commission pursuant to Rule 405 that it is not necessary that the Company be considered an ineligible issuer.


 


2.43.            Smaller
Reporting Company. As of the time of filing of the Registration Statement, the Company was a “smaller reporting company,”
as defined in Rule 12b-2 of the Exchange Act Regulations.


 


2.44.            Industry
Data. The statistical and market-related data included in each of the Registration Statement, the Pricing Disclosure Package and
the Prospectus are based on or derived from sources that the Company reasonably and in good faith believes are reliable and accurate
or represent the Company’s good faith estimates that are made on the basis of data derived from such sources.


 


2.45.            Electronic
Road Show. The Company has made available a Bona Fide Electronic Road Show in compliance with Rule 433(d)(8)(ii) of the
Securities Act Regulations such that no filing of any “road show” (as defined in Rule 433(h) of the Securities
Act Regulations) is required in connection with the Offering.


 


2.46.            Margin
Securities. The Company owns no “margin securities” as that term is defined in Regulation U of the Board of Governors
of the Federal Reserve System (the “Federal Reserve Board”), and none of the proceeds of Offering will be used, directly
or indirectly, for the purpose of purchasing or carrying any margin security, for the purpose of reducing or retiring any indebtedness
which was originally incurred to purchase or carry any margin security or for any other purpose which might cause any of the Public Securities
to be considered a “purpose credit” within the meanings of Regulation T, U or X of the Federal Reserve Board.


 


2.47.            Dividends
and Distributions. Except as disclosed in the Pricing Disclosure Package, Registration Statement and the Prospectus, no Subsidiary
of the Company is currently prohibited or restricted, directly or indirectly, from paying any dividends to the Company, from making any
other distribution on such Subsidiary’s capital stock (to the extent that any such prohibition or restriction on dividends and/or
distributions would have a material effect to the Company), 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 may otherwise be provided in current loan or mortgage-related documents.


 


2.48.            Forward-Looking
Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the
Exchange Act) contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus has been made or reaffirmed without
a reasonable basis or has been disclosed other than in good faith.


 


2.49.            Integration.
Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf has, directly or indirectly, made any
offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause the Offering to be
integrated with prior offerings by the Company for purposes of the Securities Act that would require the registration of any such securities
under the Securities Act.


 


2.50.            Confidentiality
and Non-Competitions. To the Company’s knowledge, no director, officer, key employee or consultant of the Company or any Subsidiary
is subject to any confidentiality, non-disclosure, non-competition agreement or non-solicitation agreement with any employer (other than
the Company) or prior employer that could materially affect his or her ability to be and act in his or her respective capacity of the
Company or such Subsidiary or be expected to result in a Material Adverse Change.


 






    16


    


    

 


2.51.            Corporate
Records. The minute books of the Company have been made available to the Representative and Representative Counsel and such books
(i) contain minutes of all material meetings and actions of the Board of Directors (including each board committee) and stockholders
of the Company, and (ii) reflect all material transactions referred to in such minutes.


 


2.52.            Diligence
Materials. The Company has provided to the Representative and Representative Counsel all materials required or necessary to respond
in all material respects to the diligence request submitted to the Company or Company Counsel by the Representative.


 


2.53.            Stabilization.
Neither the Company nor, to its knowledge, any of its employees, directors or stockholders (without the consent of the Representative)
has taken, directly or indirectly, any action designed to or that has constituted or that might reasonably be expected to cause or result
in, under Regulation M of the Exchange Act, or otherwise, stabilization or manipulation of the price of any security of the Company to
facilitate the sale or resale of the Public Securities.


 


		3.	Covenants
                                            of the Company.



 


The Company covenants and
agrees as follows:


 


3.1.            Amendments
to Registration Statement. The Company shall deliver to the Representative, at least one (1) Business Day (or such shorter time
mutually agreed by the parties hereto) prior to filing, any amendment or supplement to the Registration Statement or Prospectus proposed
to be filed after the Effective Date and not file any such amendment or supplement to which the Representative shall reasonably object
in writing.


 


3.2.            Federal
Securities Laws.


 


3.2.1.            Compliance.
The Company, subject to Section 3.2.2, shall comply with the requirements of Rule 430A of the Securities Act Regulations, and
will notify the Representative promptly, and confirm the notice in writing, (i) when any post-effective amendment to the Registration
Statement shall become effective or any amendment or supplement to the Prospectus shall have been filed; (ii) of its receipt of
any comments from the Commission; (iii) of any request by the Commission for any amendment to the Registration Statement or any
amendment or supplement to the Prospectus or for additional information; (iv) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or any post-effective amendment or of any order preventing or suspending the
use of any Preliminary Prospectus or the Prospectus, or of the suspension of the qualification of the Public Securities and Representative’s
Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes
or of any examination pursuant to Section 8(d) or 8(e) of the Securities Act concerning the Registration Statement; or
(v) if the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the Offering
of the Public Securities and Representative’s Securities. The Company shall effect all filings required under Rule 424(b) of
the Securities Act Regulations, in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)),
and shall take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) was
received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. The Company shall use
its best efforts to prevent the issuance of any stop order, prevention or suspension and, if any such order is issued, to obtain the
lifting thereof at the earliest possible moment.


 






    17


    


    

 


3.2.2.            Continued
Compliance. The Company shall comply with the Securities Act, the Securities Act Regulations, the Exchange Act and the Exchange Act
Regulations so as to permit the completion of the distribution of the Public Securities as contemplated in this Agreement and in the
Registration Statement, the Pricing Disclosure Package and the Prospectus. If at any time when a prospectus relating to the Public Securities
is (or, but for the exception afforded by Rule 172 of the Securities Act Regulations (“Rule 172”), would
be) required by the Securities Act to be delivered in connection with sales of the Public Securities, any event shall occur or condition
shall exist as a result of which it is necessary, in the opinion of Representative Counsel or Company Counsel, to (i) amend the
Registration Statement in order that the Registration Statement will not include an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) amend or supplement
the Pricing Disclosure Package or the Prospectus in order that the Pricing Disclosure Package or the Prospectus, as the case may be,
will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein
not misleading in the light of the circumstances existing at the time it is delivered to a purchaser; or (iii) amend the Registration
Statement or amend or supplement the Pricing Disclosure Package or the Prospectus, as the case may be, in order to comply with the requirements
of the Securities Act or the Securities Act Regulations, the Company will promptly (A) give the Representative notice of such event;
(B) prepare any amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement,
the Pricing Disclosure Package or the Prospectus comply with such requirements and, a reasonable amount of time prior to any proposed
filing or use, furnish the Representative with copies of any such amendment or supplement; and (C) file with the Commission any
such amendment or supplement; provided that the Company shall not file or use any such amendment or supplement to which the Representative
or Representative Counsel shall reasonably object. The Company will furnish to the Underwriters such number of copies of such amendment
or supplement as the Underwriters may reasonably request. The Company shall give the Representative notice of its intention to make any
such filing from the Applicable Time until the later of the Closing Date and the exercise in full or expiration of the Over-allotment
Option specified in Section 1.2 hereof and will furnish the Representative with copies of the related document(s) a reasonable
amount of time prior to such proposed filing, as the case may be, and will not file or use any such document to which the Representative
or Representative Counsel shall reasonably object.


 


3.2.3.            Exchange
Act Registration. For a period of three (3) years after the date of this Agreement, the Company shall use its reasonable best
efforts to maintain the registration of the Common Stock and Warrants under the Exchange Act. For a period of two (2) years after
the date of this Agreement, the Company shall not deregister the Common Stock or Warrants under the Exchange Act without the prior written
consent of the Representative.


 


3.2.4.            Free
Writing Prospectuses. The Company agrees that, unless it obtains the prior written consent of the Representative, it shall not make
any offer relating to the Public Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute
a “free writing prospectus,” or a portion thereof, required to be filed by the Company with the Commission or retained by
the Company under Rule 433; provided that the Representative shall be deemed to have consented to each Issuer General Use Free Writing
Prospectus set forth in Schedule 2-B. The Company represents that it has treated or agrees that it will treat each such free
writing prospectus consented to, or deemed consented to, by the Representative as an “issuer free writing prospectus,” as
defined in Rule 433, and that it has complied and will comply with the applicable requirements of Rule 433 with respect thereto,
including timely filing with the Commission where required, legending and record keeping. If at any time following issuance of an Issuer
Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted
or would conflict with the information contained in the Registration Statement or included or would include an untrue statement of a
material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the
circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly
amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement
or omission.


 


3.2.5.            Testing-the-Waters
Communications. If at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs
an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement
of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light
of the circumstances existing at that subsequent time, not misleading, the Company shall promptly notify the Representative and shall
promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement
or omission.


 


3.3.            Delivery
to the Underwriters of Registration Statements. The Company has delivered or made available or shall deliver or make available to
the Representative and Representative Counsel, without charge, conformed copies of the Registration Statement as originally filed and
each amendment thereto (including exhibits filed therewith) and signed copies of all consents and certificates of experts, and will also
deliver to each Underwriter, without charge, a conformed copy of the Registration Statement as originally filed and each amendment thereto
(without exhibits) upon receipt of a written request therefor from such Underwriter. The copies of the Registration Statement and each
amendment thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission
pursuant to EDGAR, except to the extent permitted by Regulation S-T.


 






    18


    


    

 


3.4.            Delivery
to the Underwriters of Prospectuses. The Company has delivered or made available or will deliver or make available to each Underwriter,
without charge, as many copies of each Preliminary Prospectus as such Underwriter reasonably requested, and the Company hereby consents
to the use of such copies for purposes permitted by the Securities Act. The Company will furnish to each Underwriter, without charge,
during the period when a prospectus relating to the Public Securities is (or, but for the exception afforded by Rule 172 of the
Securities Act Regulations, would be) required to be delivered under the Securities Act, such number of copies of the Prospectus (as
amended or supplemented) as such Underwriter may reasonably request. The Prospectus and any amendments or supplements thereto furnished
to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except
to the extent permitted by Regulation S-T.


 


3.5.            Effectiveness
and Events Requiring Notice to the Representative. The Company shall use its best efforts to cause the Registration Statement to
remain effective with a current prospectus for at least nine (9) months after the Applicable Time, and shall notify the Representative
promptly and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of
the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of
the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Public Securities for
offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing
and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus; (v) of the
receipt of any comments or request for any additional information from the Commission; and (vi) of the happening of any event during
the period described in this Section 3.5 that, in the judgment of the Company, makes any statement of a material fact made in the
Registration Statement, the Pricing Disclosure Package or the Prospectus untrue or that requires the making of any changes in (a) the
Registration Statement in order to make the statements therein not misleading, or (b) in the Pricing Disclosure Package or the Prospectus
in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission
or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company shall use its commercially
reasonable efforts to obtain promptly the lifting of such order.


 


3.6.            Review
of Financial Statements. For a period of three (3) years after the date of this Agreement, the Company, at its expense, shall
cause its regularly engaged independent registered public accounting firm to review (but not audit) the Company’s financial statements
for each of the three fiscal quarters immediately preceding the announcement of any quarterly financial information.


 


3.7.            Listing.
The Company shall use its reasonable best efforts to maintain the listing of the Securities on the Exchange until at least three
(3) years after the date of this Agreement.


 


3.8.            Financial
Public Relations. Within six (6) months from the Effective Date, the Company shall have retained a financial public relations
firm reasonably acceptable to the Representative and the Company, , which firm shall be experienced in assisting issuers in initial public
offerings of securities and in their relations with their security holders, and shall retain such firm or another firm reasonably acceptable
to the Representative for a period of not less than two (2) years after the Effective Date.


 


3.9.            Reports
to the Representative.


 


3.9.1.            Periodic
Reports, etc. For a period of three (3) years after the date of this Agreement, the Company shall furnish or make available
to the Representative copies of such financial statements and other periodic and special reports as the Company from time to time furnishes
generally to holders of any class of its securities and also promptly furnish to the Representative: (i) a copy of each periodic
report the Company shall be required to file with the Commission under the Exchange Act and the Exchange Act Regulations; (ii) a
copy of every press release and every news item and article with respect to the Company or its affairs which was released by the Company;
(iii) a copy of each Form 8-K prepared and filed by the Company; (iv) a copy of each registration statement filed by the
Company under the Securities Act; (v) a copy of each report or other communication furnished to stockholders and (vi) such
additional documents and information with respect to the Company and the affairs of any future subsidiaries of the Company as the Representative
may from time to time reasonably request. Documents filed with the Commission pursuant to its EDGAR system or press releases shall be
deemed to have been delivered to the Representative pursuant to this Section 3.9.1. Any documents not filed with the Commission
pursuant to its EDGAR system shall be delivered to jrallo@kingswoodcm.com, with a copy to dboral@kingswoodcm.com.


 






    19


    


    

 


3.9.2.            Transfer
Agent; Transfer Sheets. For a period of three (3) years after the date of this Agreement, the Company shall retain a transfer
agent and registrar acceptable to the Representative (the “Transfer Agent”) and shall furnish to the Representative
at the Company’s sole cost and expense such transfer sheets of the Company’s securities as the Representative may reasonably
request, including the daily and monthly consolidated transfer sheets of the Transfer Agent and DTC. VStock Transfer, LLC is acceptable
to the Representative to act as Transfer Agent for the shares of Common Stock and Warrants.


 


3.9.3.            Trading
Reports. For a period of three (3) years after the date of this Agreement, during such time as any of the Public Securities
are listed on the Exchange, the Company shall provide to the Representative, at the Company’s expense, such reports published by
the Exchange relating to price trading of the Public Securities, as the Representative shall reasonably request.


 


3.10.            Payment
of Expenses


 


3.10.1.            General
Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any,
to the extent not paid at the Closing Date, all expenses related to the Offering or otherwise incident to the performance of the obligations
of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the
registration of the Public Securities and Representative’s Securities with the Commission; (b) all Public Filing System filing
fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities
and Representative’s Securities on the Exchange and such other stock exchanges as the Company and the Representative together determine,
including any fees charged by DTC; (d) all fees, expenses and disbursements relating to background checks of the Company’s
officers and directors; (e) all fees, expenses and disbursements relating to the registration or qualification of the Public Securities
under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate
; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under
the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and
printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate,
any Agreement Among Underwriters, Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration
Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative
may reasonably deem necessary; (h) the costs and expenses of a public relations firm; (i) the costs of preparing, printing
and delivering certificates representing the Public Securities; (j) fees and expenses of the transfer agent for the shares of Common
Stock; (k) fees and expenses of the warrant agent under the Warrant Agency Agreement; (l) stock transfer and/or stamp taxes,
if any, payable upon the transfer of securities from the Company to the Underwriters; (m) the costs associated with one set of bound
volumes of the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee
shall provide within a reasonable time after the Closing Date in such quantities as the Representative may reasonably request; (n) the
fees and expenses of the Company’s accountants; (o) the fees and expenses of the Company’s legal counsel and other agents
and representatives; (p) the fees and expenses of Representative Counsel; (q) the cost associated with the Underwriters’
use of Ipreo’s book-building, prospectus tracking and compliance software for the Offering; (r) to the extent approved by
the Company in writing, the costs associated with post-Closing advertising the Offering in the national editions of the Wall Street Journal
and New York Times; and (s) the Underwriters’ actual accountable expenses for the Offering, including, without limitation
related to the “road show.” Notwithstanding the foregoing, the Company’s obligations to reimburse the Representative
for any out-of-pocket expenses actually incurred as set forth in the preceding sentence shall not exceed $150,000 in the aggregate for
legal fees and related expenses. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing
Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters, less the Advance
(as such term is defined in Section 8.3 hereof).


 






    20


    


    

 


3.11.            Application
of Net Proceeds. The Company shall apply the net proceeds from the Offering received by it in a manner consistent with the application
thereof described under the caption “Use of Proceeds” in the Registration Statement, the Pricing Disclosure Package and the
Prospectus.


 


3.12.            Delivery
of Earnings Statements to Security Holders. The Company shall make generally available to its security holders as soon as practicable,
but not later than the first day of the fifteenth (15th) full calendar month following the date of this Agreement, an earnings
statement (which need not be certified by an independent registered public accounting firm unless required by the Securities Act or the
Securities Act Regulations, but which shall satisfy the provisions of Rule 158(a) under Section 11(a) of the Securities
Act) covering a period of at least twelve (12) consecutive months beginning after the date of this Agreement.


 


3.13.            Stabilization.
Neither the Company nor, to its knowledge, any of its employees, directors or stockholders has taken or shall take, directly or indirectly,
any action designed to or that has constituted or that might reasonably be expected to cause or result in, under Regulation M of the
Exchange Act, or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale
of the Public Securities.


 


3.14.            Internal
Controls. For a period of one (1) year after the date of this Agreement, the Company shall maintain a system of internal accounting
controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general
or specific authorization; (ii) transactions are recorded as necessary in order to permit preparation of financial statements in
accordance with GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s
general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable
intervals and appropriate action is taken with respect to any differences.


 


3.15.            Accountants.
As of the date of this Agreement, the Company has retained an independent registered public accounting firm, as required by the Securities
Act and the Securities Act Regulations and the Public Company Accounting Oversight Board, reasonably acceptable to the Representative,
and the Company shall continue to retain a nationally recognized independent registered public accounting firm for a period of at least
three (3) years after the date of this Agreement. The Representative acknowledges that the Auditor is acceptable to the Representative.


 


3.16.            FINRA.
For a period of 90 days from the later of the Closing Date or the Option Closing Date, the Company shall advise the Representative
(who shall make an appropriate filing with FINRA) if it is or becomes aware that (i) any officer or director of the Company, (ii) any
beneficial owner of 5% or more of any class of the Company’s securities or (iii) any beneficial owner of the Company’s
unregistered equity securities which were acquired during the 180 days immediately preceding the filing of the Registration Statement
is or becomes an affiliate or associated person of a FINRA member participating in the Offering (as determined in accordance with the
rules and regulations of FINRA).


 


3.17.            No
Fiduciary Duties. The Company acknowledges and agrees that the Underwriters’ responsibility to the Company is solely contractual
in nature and that none of the Underwriters or their affiliates or any selling agent shall be deemed to be acting in a fiduciary capacity,
or otherwise owes any fiduciary duty to the Company or any of its affiliates in connection with the Offering and the other transactions
contemplated by this Agreement.


 


3.18.            Company
Lock-Up Agreements. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of
the Representative, it will not, for a period of three hundred sixty (360) days after the date of this Agreement (the “Lock-Up
Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract
to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares
of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the
Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of
capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company
other than a registration statement on Form S-4 or S-8; (iii) complete any offering of debt securities of the Company, other
than entering into a line of credit or senior credit facility with a traditional bank or other lending institution; or (iv) enter
into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital
stock of the Company, whether any such transaction described in clause (i), (ii), (iii), or (iv) above is to be settled by delivery
of shares of capital stock of the Company or such other securities, in cash or otherwise.


 






    21


    


    

 


The restrictions contained
in this Section 3.18 shall not apply to (i) the Primary Securities to be sold hereunder, as well as the Representative’s
Warrants and any shares of Common Stock into which the Warrants and Representative’s Warrants are exercisable; (ii) the issuance
by the Company of shares of Common Stock upon the exercise of a stock option or warrant or the conversion of a security, in each case
outstanding on the date hereof, provided that such options, warrants, securities are disclosed in the Registration Statement, the Pricing
Disclosure Package or the Prospectus and 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 to extend the term of such securities, (iii) the
issuance of shares of Common Stock issued as part of the purchase price in connection with the acquisitions or strategic transactions,
provided certain conditions are met, or (iv) the issuance by the Company of any shares of Common Stock or standard options to purchase
Common Stock to directors, officers or employees of the Company in their capacity as such pursuant to an Approved Stock Plan (as defined
below). “Approved Stock Plan” means any employee benefit plan which has been approved by the board of directors of
the Company prior to or subsequent to the date hereof pursuant to which shares of Common Stock and standard options to purchase Common
Stock may be issued to any employee, officer or director for services provided to the Company in their capacity as such.


 


3.19.            Release
of D&O Lock-up Period. If the Representative, in its sole discretion, agrees to release or waive the restrictions set forth in
the Lock-Up Agreements described in Section 2.25 hereof for an officer or director of the Company and provides the Company with
notice of the impending release or waiver at least three (3) Business Days before the effective date of the release or waiver, the
Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto
through a major news service at least two (2) Business Days before the effective date of the release or waiver.


 


3.20.            Blue
Sky Qualifications. The Company shall use its best efforts, in cooperation with the Underwriters, if necessary, to qualify the Public
Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as
the Representative may designate and to maintain such qualifications in effect so long as required to complete the distribution of the
Public Securities; provided, however, that the Company shall not be obligated to file any general consent to service of process or to
qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself
to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.


 


3.21.            Reporting
Requirements. The Company, during the period when a prospectus relating to the Public Securities is (or, but for the exception afforded
by Rule 172, would be) required to be delivered under the Securities Act, will file all documents required to be filed with the
Commission pursuant to the Exchange Act within the time periods required by the Exchange Act and Exchange Act Regulations. Additionally,
the Company shall report the use of proceeds from the issuance of the Public Securities as may be required under Rule 463 under
the Securities Act Regulations.


 


3.22.            Emerging
Growth Company Status. The Company shall promptly notify the Representative if the Company ceases to be an Emerging Growth Company
at any time prior to the later of (i) completion of the distribution of the Public Securities within the meaning of the Securities
Act and (ii) fifteen (15) days following the completion of the Lock-Up Period.


 


3.23.            Press
Releases. Prior to the Closing Date and any Option Closing Date, the Company shall not issue any press release or other communication
directly or indirectly or hold any press conference with respect to the Company, its condition, financial or otherwise, or earnings,
business affairs or business prospects (except for routine oral marketing communications in the ordinary course of business and consistent
with the past practices of the Company and of which the Representative is notified), without the prior written consent of the Representative,
which consent shall not be unreasonably withheld, unless in the judgment of the Company and its counsel, and after notification to the
Representative, such press release or communication is required by law.


 


3.25.           Sarbanes-Oxley.
For a period of one (1) year after the date of this Agreement, the Company shall at all times comply in all material respects
with all applicable provisions of the Sarbanes-Oxley Act in effect from time to time.


 






    22


    


    

 


3.26.            IRS
Forms. If requested by the Representative, the Company shall deliver to each Underwriter (or its agent), prior to or at the Closing
Date, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as
appropriate, together with all required attachments to such form.


 


3.27.            Warrant
Agent. For so long as the Warrants are outstanding, the Company will maintain the Warrant Agency Agreement in full force and effect
with VStock Transfer, LLC or a transfer agent of similar competence and quality. The Firm Warrants, and, if applicable, Option Warrants,
will be issued in accordance with the Warrant Agency Agreement.


 


		4.	Conditions
                                            of Underwriters’ Obligations.



 


The obligations of the Underwriters
to purchase and pay for the Public Securities, as provided herein, shall be subject to (i) the continuing accuracy of the representations
and warranties of the Company as of the date hereof and as of each of the Closing Date and the Option Closing Date, if any; (ii) the
accuracy of the statements of officers of the Company made pursuant to the provisions hereof; (iii) the performance by the Company
of its obligations hereunder; and (iv) the following conditions:


 


4.1.            Regulatory
Matters.


 


4.1.1.            Effectiveness
of Registration Statement; Rule 430A Information. The Registration Statement has become effective not later than 5:30 p.m.,
Eastern time, on the date of this Agreement or such later date and time as shall be consented to in writing by the Representative, and,
at each of the Closing Date and any Option Closing Date, no stop order suspending the effectiveness of the Registration Statement or
any post-effective amendment thereto shall have been issued under the Securities Act, no order preventing or suspending the use of any
Preliminary Prospectus or the Prospectus shall have been issued and no proceedings for any of those purposes shall have been instituted
or are pending or, to the Company’s knowledge, contemplated by the Commission. The Company has complied with each request (if any)
from the Commission for additional information. A prospectus containing the Rule 430A Information shall have been filed with the
Commission in the manner and within the time frame required by Rule 424(b) under the Securities Act Regulations (without reliance
on Rule 424(b)(8)) or a post-effective amendment providing such information shall have been filed with, and declared effective by,
the Commission in accordance with the requirements of Rule 430A under the Securities Act Regulations.


 


4.1.2.            FINRA
Clearance. On or before the date of this Agreement, the Representative shall have received clearance from FINRA as to the amount
of compensation allowable or payable to the Underwriters as described in the Registration Statement.


 


4.1.3.            Exchange
Clearance. On the Closing Date, the Common Stock and Warrants shall have been approved for listing on the Exchange, subject only
to official notice of issuance.


 


4.2.            Company
Counsel Matters.


 


4.2.1.            Closing
Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion and negative assurance
letter of Manatt, Phelps & Phillips, LLP (“Company Counsel”), counsel to the Company, dated the Closing Date
and addressed to the Representative, in form and substance satisfactory to the Representative.


 


4.2.2.            Option
Closing Date Opinions of Counsel. On the Option Closing Date, if any, the Representative shall have received the favorable opinion
and negative assurance letter of Company Counsel listed in Section 4.2.1, dated the Option Closing Date, addressed to the Representative
and in form and substance reasonably satisfactory to the Representative, confirming as of the Option Closing Date, the statements made
by such counsel in its opinion delivered on the Closing Date.


 


4.2.3.            Reliance.
The opinion of Manatt, Phelps & Phillips, LLP and any opinion relied upon by Manatt, Phelps & Phillips, LLP shall include
a statement to the effect that it may be relied upon by Representative Counsel in its opinion delivered to the Underwriters.


 






    23


    


    

 


4.3.            Comfort
Letters.


 


4.3.1.            Comfort
Letter. At the time this Agreement is executed the Representative shall have received a cold comfort letter from the Auditor containing
statements and information of the type customarily included in accountants’ comfort letters with respect to the financial statements
and certain financial information contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus, addressed
to the Representative and in form and substance satisfactory in all respects to the Representative and to Representative Counsel from
the Auditor, dated as of the date of this Agreement.


 


4.3.2.            Bring-down
Comfort Letter. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received from the
Auditor a letter, dated as of the Closing Date or the Option Closing Date, as applicable, to the effect that the Auditor reaffirms the
statements made in the letter furnished pursuant to Section 4.3.1.


 


4.4.            Officers’
Certificates.


 


4.4.1.            Officers’
Certificate. The Company shall have furnished to the Representative a certificate, dated the Closing Date and any Option Closing
Date (if such date is other than the Closing Date), of its Chief Executive Officer or President, and its Chief Financial Officer stating
that on behalf of the Company and not in an individual capacity that (i) such officers have examined the Registration Statement,
the Pricing Disclosure Package, any Issuer Free Writing Prospectus and the Prospectus and, in their opinion, the Registration Statement
and each amendment thereto after the Effective Date, as of the Applicable Time and as of the Closing Date (or any Option Closing Date
if such date is other than the Closing Date) did not include any untrue statement of a material fact and did not omit to state a material
fact required to be stated therein or necessary to make the statements therein not misleading, and the Pricing Disclosure Package, as
of the Applicable Time and as of the Closing Date (or any Option Closing Date if such date is other than the Closing Date), any Issuer
Free Writing Prospectus as of its date and as of the Closing Date (or any Option Closing Date if such date is other than the Closing
Date), the Prospectus and each amendment or supplement thereto after the Effective Date, as of the respective date thereof and as of
the Closing Date, did not include any untrue statement of a material fact and did not omit to state a material fact necessary in order
to make the statements therein, in the light of the circumstances in which they were made, not misleading, (ii) to their knowledge
after reasonable investigation, as of the Closing Date (or any Option Closing Date if such date is other than the Closing Date), the
representations and warranties of the Company in this Agreement are true and correct and the Company has complied with all agreements
and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date (or any Option Closing
Date if such date is other than the Closing Date), and (iii) there has not been, subsequent to the date of the most recent audited
financial statements included in the Pricing Disclosure Package, a Material Adverse Change.


 


4.4.2.            Secretary’s
Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate
of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Closing Date, as the case may be, respectively,
certifying on behalf of the Company and not in an individual capacity: (i) that each of the Charter and Bylaws is true and complete,
has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating
to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence
between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents
referred to in such certificate shall be attached to such certificate.


 


4.5.            No
Material Changes. Prior to and on each of the Closing Date and each Option Closing Date, if any: (i) there shall have been no
Material Adverse Change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest
dates as of which such condition is set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (ii) no
action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by
any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may
reasonably be expected to cause a Material Adverse Change, except as set forth in the Registration Statement, the Pricing Disclosure
Package and the Prospectus; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall
have been initiated or threatened by the Commission; and (iv) the Registration Statement, the Pricing Disclosure Package and the
Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in
accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements
of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Pricing Disclosure Package nor
the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made,
not misleading.


 






    24


    


    

 


4.6.           No
Material Misstatement or Omission. The Underwriters shall not have discovered and disclosed to the Company on or prior to the Closing
Date and any Option Closing Date that the Registration Statement or any amendment or supplement thereto contains an untrue statement
of a fact which, in the opinion of Representative Counsel, is material or omits to state any fact which, in the opinion of such counsel,
is material and is required to be stated therein or is necessary to make the statements therein not misleading, or that the Registration
Statement, the Pricing Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus or any amendment or supplement thereto
contains an untrue statement of fact which, in the opinion of Representative Counsel, is material or omits to state any fact which, in
the opinion of Representative Counsel, is material and is necessary in order to make the statements, in the light of the circumstances
under which they were made, not misleading.


 


4.7.           Corporate
Proceedings. All corporate proceedings and other legal matters incident to the authorization, form and validity of each of this Agreement,
the Public Securities, the Registration Statement, the Pricing Disclosure Package, each Issuer Free Writing Prospectus, if any, and the
Prospectus and all other legal matters relating to this Agreement and the transactions contemplated hereby shall be reasonably satisfactory
in all material respects to Representative Counsel, and the Company shall have furnished to such counsel all documents and information
that they may reasonably request to enable them to pass upon such matters.


 


4.8.           Lock-Up
Agreements. On or before the date of this Agreement, the Company shall have delivered to the Representative executed copies of the
Lock-Up Agreements from each of the persons listed in Schedule 3 hereto.


 


4.9.           Warrant
Agency Agreement. On or before the date of this Agreement, the Company shall have entered into a Warrant Agency Agreement between
the Company and VStock Transfer, LLC, as warrant agent with respect to the Warrants, in the form filed as an exhibit to the Registration
Statement (the “Warrant Agency Agreement”), or if applicable, as otherwise directed by the Underwriters.


 


4.10.         Additional
Documents. At the Closing Date and at each Option Closing Date (if any) Representative Counsel shall have been furnished with such
documents and opinions as they may require for the purpose of enabling Representative Counsel to deliver an opinion to the Underwriters,
or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein
contained; and all proceedings taken by the Company in connection with the issuance and sale of the Public Securities and Representative’s
Securities as herein contemplated shall be satisfactory in form and substance to the Representative and Representative Counsel.


 


		5.	Indemnification.



 


5.1.           Indemnification
of the Underwriters.


 


5.1.1.            General.
The Company shall indemnify and hold harmless each Underwriter, its affiliates and each of its and their respective directors, officers,
members, employees, representatives, partners, shareholders, affiliates, counsel and agents and each person, if any, who controls any
such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the
 “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified Party”), against any and
all loss, liability, claim, damage and expense whatsoever (including but not limited to any and all legal or other expenses reasonably
incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, whether arising
out of any action between any of the Underwriter Indemnified Parties and the Company or between any of the Underwriter Indemnified Parties
and any third party, or otherwise) to which they or any of them may become subject under the Securities Act, the Exchange Act or any
other statute or at common law or otherwise or under the laws of foreign countries, arising out of or based upon any untrue statement
or alleged untrue statement of a material fact contained in (i) the Registration Statement, the Pricing Disclosure Package, the
Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented);
(ii) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing
of the Offering, including any “road show” or investor presentations made to investors by the Company (whether in person
or electronically); or (iii) any application or other document or written communication (in this Section 5, collectively called
 “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction
in order to qualify the Public Securities and the Representative’s Warrant Shares under the securities laws thereof or filed with
the Commission, any state securities commission or agency, the Exchange or any other national securities exchange; or the omission or
alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon, and in
conformity with, the Underwriters’ Information. With respect to any untrue statement or omission or alleged untrue statement or
omission made in the Pricing Disclosure Package, the indemnity agreement contained in this Section 5.1.1 shall not inure to the
benefit of any Underwriter Indemnified Party to the extent that any loss, liability, claim, damage or expense of such Underwriter Indemnified
Party (a) is based on the Underwriters’ Information, (b) results from the fact that a copy of the Prospectus was not
given or sent to the person asserting any such loss, liability, claim or damage at or prior to the written confirmation of sale of the
Public Securities to such person as required by the Securities Act and the Securities Act Regulations, and if the untrue statement or
omission has been corrected in the Prospectus, unless such failure to deliver the Prospectus was a result of non-compliance by the Company
with its obligations under Section 3.3 hereof, or (c) is found in a final, non-appealable judgment of a court of competent
jurisdiction to have resulted primarily from the willful misconduct or gross negligence of such Underwriter Indemnified Party.


 






    25


    


    

 


5.1.2.            Procedure.
If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant
to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such action
and the Company shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified
indemnifying party, to assume the defense of such action, including the employment and fees of counsel (subject to the reasonable approval
of such Underwriter Indemnified Party) and payment of actual expenses. Such Underwriter Indemnified Party shall have the right to employ
its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Underwriter Indemnified
Party unless (i) the employment of such counsel at the expense of the Company shall have been authorized in writing by the Company
in connection with the defense of such action, or (ii) the Company shall not have employed counsel to have charge of the defense
of such action, or (iii) the action includes both the Company and the indemnified party as defendants and such indemnified party
or parties shall have been advised by its counsel that there may be defenses available to it or them which are different from or additional
to those available to the Company which makes it impossible or inadvisable for the Company and such indemnified party to be represented
in the action by the same counsel (in which case the Company shall not have the right to direct the defense of such action on behalf
of the indemnified party), in any of which events the reasonable fees and expenses of not more than one additional firm of attorneys
selected by the Underwriter Indemnified Parties who are party to such action (in addition to local counsel) shall be borne by the Company.
Notwithstanding anything to the contrary contained herein, if any Underwriter Indemnified Party shall assume the defense of such action
as provided above, the Company shall have the right to approve the terms of any settlement of such action, which approval shall not be
unreasonably withheld.


 


5.2.            Indemnification
of the Company. Each Underwriter, severally and not jointly, shall indemnify and hold harmless the Company, its directors, its officers
who signed the Registration Statement and persons who control the Company within the meaning of Section 15 of the Securities Act
or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity
from the Company to the several Underwriters, as incurred, but only with respect to such losses, liabilities, claims, damages and expenses
(or actions in respect thereof) which arise out of or are based upon untrue statements or omissions made in the Registration Statement,
any Preliminary Prospectus, the Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or in any application,
in reliance upon, and in strict conformity with, the Underwriters’ Information. In case any action shall be brought against the
Company or any other person so indemnified based on any Preliminary Prospectus, the Registration Statement, the Pricing Disclosure Package
or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against any
Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other person so indemnified
shall have the rights and duties given to the several Underwriters by the provisions of Section 5.1.2. The Company agrees promptly
to notify the Representative of the commencement of any litigation or proceedings against the Company or any of its officers, directors
or any person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act, in connection with the issuance and sale of the Public Securities or in connection with the Registration Statement, the
Pricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus.


 






    26


    


    

 


5.3.            Contribution.


 


5.3.1.            Contribution
Rights. If the indemnification provided for in this Section 5 shall for any reason be unavailable to or insufficient to hold
harmless an indemnified party under Section 5.1 or 5.2 in respect of any loss, claim, damage or liability, or any action in respect
thereof, referred to therein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount
paid or payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, (i) in
such proportion as shall be appropriate to reflect the relative benefits received by the Company, on the one hand, and each of the Underwriters,
on the other hand, from the Offering, or (ii) if the allocation provided by clause (i) above is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the
relative fault of the Company, on the one hand, and the Underwriters, on the other, with respect to the statements or omissions that
resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations.
The relative benefits received by the Company, on the one hand, and the Underwriters, on the other, with respect to such Offering shall
be deemed to be in the same proportion as the total proceeds from the Offering purchased under this Agreement (before deducting expenses)
received by the Company bear to the total underwriting discount and commissions received by the Underwriters in connection with the Offering,
in each case as set forth in the table on the cover page of the Prospectus. The relative fault of the Company, on the one hand,
and the Underwriters, on the other, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company, on the
one hand, or the Underwriters, on the other, the intent of the parties and their relative knowledge, access to information and opportunity
to correct or prevent such untrue statement, omission, act or failure to act; provided that the parties hereto agree that the written
information furnished to the Company through the Representative by or on behalf of any Underwriter for use in any Preliminary Prospectus,
any Registration Statement or the Prospectus, or in any amendment or supplement thereto, consists solely of the Underwriters’ Information.
The Company and the Underwriters agree that it would not be just and equitable if contributions pursuant to this Section 5.3.1 were
to be determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations
referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, damage, expense, liability, action,
investigation or proceeding referred to above in this Section 5.3.1 shall be deemed to include, for purposes of this Section 5.3.1,
any legal or other expenses reasonably incurred by such indemnified party in connection with investigating, preparing to defend or defending
against or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage,
expense, liability, action, investigation or proceeding. Notwithstanding the provisions of this Section 5.3.1 no Underwriter shall
be required to contribute any amount in excess of the total discount and commission received by such Underwriter in connection with the
Offering less the amount of any damages which such Underwriter has otherwise paid or becomes liable to pay by reason of any untrue or
alleged untrue statement, omission or alleged omission, act or alleged act or failure to act or alleged failure to act. No person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation.


 


5.3.2.            Contribution
Procedure. Within fifteen (15) days after receipt by any party to this Agreement (or its representative) of notice of the commencement
of any action, suit or proceeding, such party will, if a claim for contribution in respect thereof is to be made against another party
(“contributing party”), notify the contributing party of the commencement thereof, but the failure to so notify the contributing
party will not relieve it from any liability which it may have to any other party other than for contribution hereunder. In case any
such action, suit or proceeding is brought against any party, and such party notifies a contributing party or its representative of the
commencement thereof within the aforesaid 15 days, the contributing party will be entitled to participate therein with the notifying
party and any other contributing party similarly notified. Any such contributing party shall not be liable to any party seeking contribution
on account of any settlement of any claim, action or proceeding affected by such party seeking contribution without the written consent
of such contributing party. The contribution provisions contained in this Section 5.3.2 are intended to supersede, to the extent
permitted by law, any right to contribution under the Securities Act, the Exchange Act or otherwise available. The Underwriters’
obligations to contribute as provided in this Section 5.3 are several and in proportion to their respective underwriting obligation,
and not joint.


 






    27


    


    

 


		6.	Default
                                            by an Underwriter.



 


6.1.            Default
Not Exceeding 10% of Firm Securities or Option Securities. If any Underwriter or Underwriters shall default in its or their obligations
to purchase the Firm Securities or the Option Securities, if the Over-allotment Option is exercised hereunder, and if the number of the
Firm Securities or Option Securities with respect to which such default relates does not exceed in the aggregate 10% of the number of
Firm Shares and accompanying Firm Warrants or Option Shares and accompanying Option Warrants that all Underwriters have agreed to purchase
hereunder, then such Firm Securities or Option Securities to which the default relates shall be purchased by the non-defaulting Underwriters
in proportion to their respective commitments hereunder.


 


6.2.            Default
Exceeding 10% of Firm Securities or Option Securities. In the event that the default addressed in Section 6.1 relates to more
than 10% of the number of Firm Shares and accompanying Firm Warrants or Option Shares and accompanying Option Warrants, the Representative
may in its discretion arrange for itself or for another party or parties to purchase such Firm Securities or Option Securities to which
such default relates on the terms contained herein. If, within one (1) Business Day after such default relating to more than 10%
of the number of Firm Shares and accompanying Firm Warrants or Option Shares and accompanying Option Warrants, the Representative does
not arrange for the purchase of such Firm Securities or Option Securities, then the Company shall be entitled to a further period of
one (1) Business Day within which to procure another party or parties satisfactory to the Representative to purchase said Firm Securities
or Option Securities on such terms. In the event that neither the Representative nor the Company arrange for the purchase of the Firm
Securities or Option Securities to which a default relates as provided in this Section 6, this Agreement will automatically be terminated
by the Representative or the Company without liability on the part of the Company (except as provided in Sections 3.10 and 5 hereof)
or the several Underwriters (except as provided in Section 5 hereof); provided, however, that if such default occurs with respect
to the Option Securities, this Agreement will not terminate as to the Firm Securities; and provided, further, that nothing herein shall
relieve a defaulting Underwriter of its liability, if any, to the other Underwriters and to the Company for damages occasioned by its
default hereunder.


 


6.3.            Postponement
of Closing Date.  In the event that the Firm Securities or Option Securities to which the default relates are to be purchased by
the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, you or the Company shall have the right
to postpone the Closing Date or Option Closing Date for a reasonable period, but not in any event exceeding five (5) Business Days,
in order to effect whatever changes may thereby be made necessary in the Registration Statement, the Pricing Disclosure Package or the
Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment to the Registration Statement,
the Pricing Disclosure Package or the Prospectus that in the opinion of Representative Counsel may thereby be made necessary. The term
 “Underwriter” as used in this Agreement shall include any party substituted under this Section 6 with like effect
as if it had originally been a party to this Agreement with respect to such Firm Securities or Option Securities.


 


		7.	Additional
                                            Covenants.



 


7.1.            Prohibition
on Press Releases and Public Announcements. The Company shall not issue press releases or engage in any other publicity, without
the Representative’s prior written consent, for a period ending at 5:00 p.m., Eastern time, on the first (1st) Business
Day following the fortieth (40th) day after the Closing Date, other than normal and customary releases issued in the ordinary
course of the Company’s business.


 


		8.	8. Effective
                                            Date of this Agreement and Termination Thereof.



 


8.1.            Effective
Date. This Agreement shall become effective when both the Company and the Representative have executed the same and delivered counterparts
of such signatures to the other party.


 






    28


    


    

 


8.2.            Termination.
The Representative shall have the right to terminate this Agreement at any time prior to any Closing Date, (i) if any domestic
or international event or act or occurrence has materially disrupted, or in the Representative’s opinion will in the immediate
future materially disrupt, general securities markets in the United States; or (ii) if trading on the New York Stock Exchange or
the Nasdaq Stock Market LLC shall have been suspended or materially limited, or minimum or maximum prices for trading shall have been
fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission or any other government
authority having jurisdiction; or (iii) if the United States shall have become involved in a new war or an increase in major hostilities;
or (iv) if a banking moratorium has been declared by a New York State or federal authority; or (v) if a moratorium on foreign
exchange trading has been declared which materially adversely impacts the United States securities markets; or (vi) if the Company
shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious
act which, whether or not such loss shall have been insured, will, in your opinion, make it inadvisable to proceed with the delivery
of the Firm Securities or Option Securities; or (vii) if the Company is in material breach of any of its representations, warranties
or covenants hereunder; or (viii) if the Representative shall have become aware after the date hereof of a Material Adverse Change,
or an adverse material change in general market conditions as in the Representative’s judgment would make it impracticable to proceed
with the offering, sale and/or delivery of the Public Securities or to enforce contracts made by the Underwriters for the sale of the
Public Securities.


 


8.3.            Expenses.
Notwithstanding anything to the contrary in this Agreement, except in the case of a default by the Underwriters, pursuant to Section 6.2
above, in the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or any extensions
thereof pursuant to the terms herein, the Company shall be obligated to pay to the Underwriters their actual and accountable out-of-pocket
expenses related to the transactions contemplated herein then due and payable (including the fees and disbursements of Representative
Counsel) up to $50,000, inclusive of the $50,000 advance for accountable expenses previously paid by the Company to the Representative
(the “Advance”), and upon demand the Company shall pay the full amount thereof to the Representative on behalf of
the Underwriters; provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions
of this Agreement.


 


Notwithstanding the foregoing, any advance received
by the Representative will be reimbursed to the Company to the extent not actually incurred in compliance with FINRA Rule 5110(g)(4)(A).


 


8.4.            Indemnification.
Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement,
and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall remain in full force and effect and
shall not be in any way affected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.


 


8.5.            Representations,
Warranties, Agreements to Survive. All representations, warranties and agreements contained in this Agreement or in certificates
of officers of the Company submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any
investigation made by or on behalf of any Underwriter or its affiliates or selling agents, any person controlling any Underwriter, its
officers or directors or any person controlling the Company or (ii) delivery of and payment for the Public Securities.


 


		9.	Miscellaneous.



 


9.1.            Notices.
All communications hereunder, except as herein otherwise specifically provided, shall be in writing and shall be mailed (registered
or certified mail, return receipt requested), personally delivered or sent by facsimile transmission and confirmed and shall be deemed
given when so delivered or emailed and confirmed (which may be by email) or if mailed, two (2) days after such mailing.


 






    29


    


    

 


If to the Representative:


 


Kingswood Capital Markets


17 Battery Place, Suite 625


New York, New York 10004


Attn: Joseph T. Rallo


 


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


 


Nelson Mullins Riley & Scarborough
LLP


101 Constitution Avenue NW, Suite 900


Washington, DC 20001


Attn: Andrew M. Tucker, Esq.


Fax No.: (202) 689-2860


 


If to the Company:


 


Digital Brands Group, Inc.


1400 Lavaca Street


Austin, Texas 78701


Attn: John Hilburn Davis IV


Email: hil@dstld.la


 


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


 


Manatt, Phelps & Phillips, LLP


695 Town Center Drive, 14th
Floor


Costa Mesa, CA 92646


Attn: Thomas J. Poletti, Esq.


Fax No.: (714) 371-2551


 


9.2.            Headings.
The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the
meaning or interpretation of any of the terms or provisions of this Agreement.


 


9.3.            Amendment.
This Agreement may only be amended by a written instrument executed by each of the parties hereto.


 


9.4.            Entire
Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with this
Agreement) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and supersedes
all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.


 


9.5.            Binding
Effect. This Agreement shall inure solely to the benefit of and shall be binding upon the Representative, the Underwriters, the Company
and the controlling persons, directors and officers referred to in Section 5 hereof, and their respective successors, legal representatives,
heirs and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect
of or by virtue of this Agreement or any provisions herein contained. The term “successors and assigns” shall not include
a purchaser, in its capacity as such, of securities from any of the Underwriters.


 


9.6.            Governing
Law; Consent to Jurisdiction; Trial by Jury. This Agreement shall be governed by and construed and enforced in accordance with the
laws of the State of New York, without giving effect to conflict of laws principles thereof. The Company hereby agrees that any action,
proceeding or claim against it arising out of, or relating in any way to this Agreement shall be brought and enforced in the New York
Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, and irrevocably submits
to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and
that such courts represent an inconvenient forum. Any such process or summons to be served upon the Company may be served by transmitting
a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in
Section 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action,
proceeding or claim. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other
party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection
with the preparation therefor. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders
and affiliates) and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all
right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.


 






    30


    


    

 



 


9.7.            Execution
in Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts,
each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement, and shall
become effective when one or more counterparts has been signed by each of the parties hereto and delivered to each of the other parties
hereto. Delivery of a signed counterpart of this Agreement by facsimile or email/pdf transmission shall constitute valid and sufficient
delivery thereof.


 


9.8.            Waiver, etc.
The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed
to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of
any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or
non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the
party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment
shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.


 


[Signature Page Follows]


 






    31


    


    

 


If the foregoing correctly sets forth the understanding
between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall
constitute a binding agreement between us.


 


	 	Very truly yours,
	 	 
	 	DIGITAL BRANDS GROUP, INC.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto:	 	 


 


KINGSWOOD CAPITAL MARKETS,


division of Benchmark Investments, Inc.


 


	By:	 	 
	 	Name:	 
	 	Title:	 


 


[SIGNATURE PAGE]


DIGITAL BRANDS GROUP, INC. – UNDERWRITING
AGREEMENT


 






    


     


    

 


SCHEDULE 1


 


	Underwriter	 	Total Number of
 Firm
Shares and

Accompanying Firm Warrants

to be

Purchased
	 	Number
of Additional

Option Shares and Accompanying

Option Warrants to be Purchased if

the Over-Allotment Option

is Fully Exercised

	Kingswood Capital Markets, division of Benchmark Investments, Inc.	 	[●]	 	[●]
	TOTAL	 	[●]	 	[●]



 






    


     


    

 


SCHEDULE 2-A 


Pricing Information


 


Number of Firm Shares: 2,000,000 


Number of Firm Warrants: 2,000,000 


Number of Option Shares: 300,000 


Number of Option Warrants: 300,000 


Public Offering Price per Firm Share and Firm Warrant: $5.00 


Public Offering Price per Option Share and Option Warrant: $5.00 


Underwriting Discount per Firm Share and Firm Warrant: $0.40 


Underwriting Discount per Option Share and Option Warrant: $0.40 


Proceeds to Company per Firm Share and Firm Warrant (before expenses):
$4.60 


Proceeds to Company per Option Share and Option Warrant (before expenses):
$4.60


 


SCHEDULE 2-B


 


Issuer General Use Free Writing Prospectuses


 


FWP filed with the Commission on April 28, 2021


 






    


     


    

 


SCHEDULE 3


 


List of Lock-Up Parties


 


	 	1.	John “Hil” Davis





	 	2.	Laura Dowling





	 	3.	Reid Yeoman





	 	4.	Mark Lynn





	 	5.	Trevor Pettennude





	 	6.	Jameeka Aaron

         

	 	7.	Moise Emquies
	 	 	 
	 	8.	Drew Jones


 






    


     


    

 


EXHIBIT A


 


Form of Representative’s Warrant
Agreement


 


THE REGISTERED HOLDER OF THIS PURCHASE WARRANT
BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED
HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD
OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) KINGSWOOD CAPITAL MARKETS, DIVISION
OF BENCHMARK INVESTMENTS, INC. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER
OR PARTNER OF KINGSWOOD CAPITAL MARKETS, DIVISION OF BENCHMARK INVESTMENTS, INC. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.


 


THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR
TO [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________]
[DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].


 


COMMON STOCK PURCHASE WARRANT


 


For the Purchase of 100,000 Shares of Common Stock 


of 


DIGITAL BRANDS GROUP, INC.


 


1.             Purchase
Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Kingswood Capital Markets, division of Benchmark
Investments, Inc. (“Holder”), as registered owner of this Purchase Warrant, Digital Brands Group, Inc., a
Delaware corporation (the “Company”), Holder is entitled, at any time or from time to time from [________________]
[DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Commencement Date”), and at or before
5:00      p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE
OFFERING] (the ”Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole
or in part, up to 100,000 shares of common stock of the Company, par value $0.0001 per share (the “Shares”), subject
to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law
to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms
herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase
Warrant. This Purchase Warrant is initially exercisable at $6.25 per Share ; provided, however, that upon the occurrence
of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per
Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise
Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. The term “Effective
Date” shall mean [ ], the date on which the Registration Statement on Form S-1 (File No. 333- 255193) of the Company
was declared effective by the Securities and Exchange Commission.


 


2.             Exercise.


 


2.1            Exercise
Form. In order to exercise this Purchase Warrant, the exercise form attached hereto must be duly executed and completed and delivered
to the Company, together with this Purchase Warrant and payment of the Exercise Price for the Shares being purchased payable in cash by
wire transfer of immediately available funds to an account designated by the Company or by certified check or official bank check. If
the subscription rights represented hereby shall not be exercised at or before 5:00 p.m., Eastern time, on the Expiration Date, this Purchase
Warrant shall become and be void without further force or effect, and all rights represented hereby shall cease and expire.


 






    


     


    

 


2.2            Cashless
Exercise.  If at any time after the Commencement Date there is no effective registration statement registering, or no current
prospectus available for, the resale of the Shares by the Holder, then in lieu of exercising this Purchase Warrant by payment of cash
or check payable to the order of the Company pursuant to Section 2.1 above, Holder may elect to receive the number of Shares equal
to the value of this Purchase Warrant (or the portion thereof being exercised), by surrender of this Purchase Warrant to the Company,
together with the exercise form attached hereto, in which event the Company shall issue to Holder, Shares in accordance with the following
formula:




 


	X	=	Y(A-B)	 
	A	 


 


	Where,	 	 	 
	 	X	=	The number of Shares to be issued to Holder;
	 	Y	=	The number of Shares for which the Purchase Warrant is being exercised;
	 	A	=	The fair market value of one Share; and
	 	B	=	The Exercise Price.



 


For purposes of this Section 2.2,
the fair market value of a Share is defined as follows:


 


		(i)	if the Company’s common stock is traded on a securities exchange, the value shall be deemed to be
the closing price on such exchange prior to the exercise form being submitted in connection with the exercise of the Purchase Warrant;
or



 


		(ii)	if the Company’s common stock is actively traded over-the-counter, the value shall be deemed to
be the closing bid price prior to the exercise form being submitted in connection with the exercise of the Purchase Warrant; if there
is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Company’s Board
of Directors.



 


2.3            Legend.
Each certificate for the securities purchased under this Purchase Warrant shall bear a legend as follows unless such securities have been
registered under the Securities Act of 1933, as amended (the “Securities Act”):


 


“THE SECURITIES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE
STATE LAW. NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
AND APPLICABLE STATE LAW WHICH, IN THE OPINION OF COUNSEL TO THE COMPANY, IS AVAILABLE.”


 


3.            Transfer.


 


3.1            General
Restrictions. The registered Holder of this Purchase Warrant agrees by his, her or its acceptance hereof, that such Holder will not:
(a) sell, transfer, assign, pledge or hypothecate this Purchase Warrant or the securities issuable hereunder for a period of three
hundred sixty (360) days following the Effective Date to anyone other than: (i) Kingswood Capital Markets, division of Benchmark
Investments, Inc. (“Kingswood”) or an underwriter or a selected dealer participating in the Offering, or (ii) a
bona fide officer or partner of Kingswood or of any such underwriter or selected dealer, in each case in accordance with FINRA Conduct
Rule 5110(e)(1), or (b) for a period of three hundred sixty (360) days following the Effective Date, cause this Purchase Warrant
or the securities issuable hereunder to be the subject of any hedging, short sale, derivative, put or call transaction that would result
in the effective economic disposition of this Purchase Warrant or the securities hereunder, except as provided for in FINRA Rule 5110(e)(2).
On and after 360 days after the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable
securities laws. In order to make any permitted assignment, the Holder must deliver to the Company the assignment form attached hereto
duly executed and completed, together with the Purchase Warrant and payment of all transfer taxes, if any, payable in connection therewith.
The Company shall within five (5) business days transfer this Purchase Warrant on the books of the Company and shall execute and
deliver a new Purchase Warrant or Purchase Warrants of like tenor to the appropriate assignee(s) expressly evidencing the right to
purchase the aggregate number of Shares purchasable hereunder or such portion of such number as shall be contemplated by any such assignment.


 






    


     


    

 


3.2            Restrictions
Imposed by the Securities Act. The securities evidenced by this Purchase Warrant shall not be transferred unless and until: (i) the
Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration
under the Securities Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction
of the Company (the Company hereby agreeing that the opinion of Manatt, Phelps & Phillips, LLP shall be deemed satisfactory evidence
of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration Statement
relating to the offer and sale of such securities has been filed by the Company and declared effective by the U.S. Securities and Exchange
Commission (the “Commission”) and compliance with applicable state securities law has been established.


 


4             Registration
Rights.


 


4.1            Demand
Registration.


 


4.1.1            Grant
of Right. The Company, upon written demand (a “Demand Notice”) of the Holders of at least 51% of the Purchase Warrants
and/or the underlying Shares, agrees to register, on one (1) occasion, all or any portion of the Shares underlying the Purchase Warrants
(collectively, the “Registrable Securities”). On such occasion, the Company will file a registration statement with
the Commission covering the Registrable Securities within sixty (60) days after receipt of a Demand Notice and use its reasonable best
efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the Commission;
provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration
statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 4.2 hereof and either:
(i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration
statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement
has been withdrawn or until thirty (30) days after such offering is consummated. The Company covenants and agrees to give written notice
of its receipt of any Demand Notice by any Holders to all other registered Holders of the Purchase Warrants and/or the Registrable Securities
within ten (10) days after the date of the receipt of any such Demand Notice.


 


4.1.2            Terms.
The Company shall bear all fees and expenses attendant to the registration of the Registrable Securities pursuant to Section 4.1.1,
but the Holders shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent
them in connection with the sale of the Registrable Securities. The Company agrees to use its reasonable best efforts to cause the filing
required herein to become effective promptly and to qualify or register the Registrable Securities in such states as are reasonably requested
by the Holders; provided, however, that in no event shall the Company be required to register the Registrable Securities
in a State in which such registration would cause: (i) the Company to be obligated to register or license to do business in such
State or submit to general service of process in such State, or (ii) the principal stockholders of the Company to be obligated to
escrow their shares of capital stock of the Company. The Company shall cause any registration statement filed pursuant to the demand right
granted under Section 4.1.1 to remain effective for a period of at least twelve (12) consecutive months after the date that the Holders
of the Registrable Securities covered by such registration statement are first given the opportunity to sell all of such securities. The
Holders shall only use the prospectuses provided by the Company to sell the shares covered by such registration statement, and will immediately
cease to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer be used due
to a material misstatement or omission. Notwithstanding the provisions of this Section 4.1.2, the Holder shall be entitled to a demand
registration under this Section 4.1.2 on only one (1) occasion and such demand registration right shall terminate on the fifth
anniversary of the Effective Date in accordance with FINRA Rule 5110(g)(8)(C).


 






    


     


    

 


4.2            “Piggy-Back”
Registration.


 


4.2.1            Grant
of Right. In addition to the demand right of registration described in Section 4.1 hereof, the Holder shall have the right, for
a period of no more than five (5) years from the Effective Date in accordance with FINRA Rule 5110(g)(8)(D), to include the
Registrable Securities as part of any other registration of securities filed by the Company (other than in connection with a transaction
contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to Form S-8 or Form S-4 or any equivalent
form); provided, however, that if, solely in connection with any primary underwritten public offering for the account of
the Company, the managing underwriter(s) thereof shall, in its reasonable discretion, impose a limitation on the number of shares
of common stock which may be included in the Registration Statement because, in such underwriter(s)’ judgment, marketing or other
factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such
Registration Statement only such limited portion of the Registrable Securities with respect to which the Holder requested inclusion hereunder
as the underwriter shall reasonably permit. Any exclusion of Registrable Securities shall be made pro rata among the Holders seeking to
include Registrable Securities in proportion to the number of Registrable Securities sought to be included by such Holders; provided,
however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities,
the holders of which are not entitled to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion
with the Registrable Securities.


 


4.2.2            Terms.
The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 4.2.1 hereof,
but the Holders shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent
them in connection with the sale of the Registrable Securities. In the event of such a proposed registration, the Company shall furnish
the then Holders of outstanding Registrable Securities with not less than thirty (30) days’ written notice prior to the proposed
date of filing of such registration statement. Such notice to the Holders shall continue to be given for each registration statement filed
by the Company until such time as all of the Registrable Securities have been sold by the Holder. The holders of the Registrable Securities
shall exercise the “piggy-back” rights provided for herein by giving written notice within ten (10) days of the receipt
of the Company’s notice of its intention to file a registration statement. Except as otherwise provided in this Purchase Warrant,
there shall be no limit on the number of times the Holder may request registration under this Section 4.2.2; provided, however,
that such registration rights shall terminate on the fifth anniversary of the Commencement Date.


 


4.3            General
Terms.


 


4.3.1            Indemnification.
The Company shall indemnify the Holders of the Registrable Securities to be sold pursuant to any registration statement hereunder and
each person, if any, who controls such Holders within the meaning of Section 15 of the Securities Act or Section 20(a) of
the Securities Exchange Act of 1934, as amended (“Exchange Act”), against all loss, claim, damage, expense or liability
(including all reasonable attorneys’ fees and other expenses reasonably incurred in investigating, preparing or defending against
any claim whatsoever) to which any of them may become subject under the Securities Act, the Exchange Act or otherwise, arising from such
registration statement but only to the same extent and with the same effect as the provisions pursuant to which the Company has agreed
to indemnify the Underwriters contained in Section 5.1 of the Underwriting Agreement between the Underwriters and the Company, dated
as of [___________], 2021. The Holders of the Registrable Securities to be sold pursuant to such registration statement, and their successors
and assigns, shall severally, and not jointly, indemnify the Company, against all loss, claim, damage, expense or liability (including
all reasonable attorneys’ fees and other expenses reasonably incurred in investigating, preparing or defending against any claim
whatsoever) to which they may become subject under the Securities Act, the Exchange Act or otherwise, arising from information furnished
by or on behalf of such Holders, or their successors or assigns, in writing, for specific inclusion in such registration statement to
the same extent and with the same effect as the provisions contained in Section 5.2 of the Underwriting Agreement pursuant to which
the Underwriters have agreed to indemnify the Company.


 


4.3.2            Exercise
of Purchase Warrants. Nothing contained in this Purchase Warrant shall be construed as requiring the Holders to exercise their Purchase
Warrants prior to or after the initial filing of any registration statement or the effectiveness thereof.


 


4.3.3            Documents
Delivered to Holders. The Company shall furnish to each Holder participating in any of the foregoing offerings and to each underwriter
of any such offering, if any, a signed counterpart, addressed to such Holder or underwriter, of: (i) an opinion of counsel to the
Company, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering,
an opinion dated the date of the closing under any underwriting agreement related thereto), and (ii) a “cold comfort”
letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a
letter dated the date of the closing under the underwriting agreement) signed by the independent registered public accounting firm which
has issued a report on the Company’s financial statements included in such registration statement, in each case covering substantially
the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants’
letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer’s
counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities. The Company shall
also deliver promptly to each Holder participating in the offering requesting the correspondence and memoranda described below and to
the managing underwriter, if any, copies of all correspondence between the Commission and the Company, its counsel or auditors and all
memoranda relating to discussions with the Commission or its staff with respect to the registration statement and permit each Holder and
underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration
statement as it deems reasonably necessary to comply with applicable securities laws or rules of FINRA. Such investigation shall
include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent
auditors, all to such reasonable extent and at such reasonable times as any such Holder shall reasonably request.


 






    


     


    

 


4.3.4            Underwriting
Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any Holders
whose Registrable Securities are being registered pursuant to this Section 4, which managing underwriter shall be reasonably satisfactory
to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters,
and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements
of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten
sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of
the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not
be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate
to such Holders, their Shares and their intended methods of distribution.


 


4.3.5            Documents
to be Delivered by Holders. Each of the Holders participating in any of the foregoing offerings shall furnish to the Company a completed
and executed questionnaire provided by the Company requesting information customarily sought of selling security holders.


 


4.3.6            Damages.
Should the registration or the effectiveness thereof required by Sections 4.1 and 4.2 hereof be delayed by the Company or the Company
otherwise fails to comply with such provisions, the Holders shall, in addition to any other legal or other relief available to the Holders,
be entitled to obtain specific performance or other equitable (including injunctive) relief against the threatened breach of such provisions
or the continuation of any such breach, without the necessity of proving actual damages and without the necessity of posting bond or other
security.


 


4.4            Termination
of Registration Rights. The registration rights afforded to the Holders under this Section 4 shall terminate on the earliest
date when all Registrable Securities of such Holder either: (i) have been publicly sold by such Holder pursuant to a Registration
Statement, (ii) have been covered by an effective Registration Statement on Form S-1 or Form S-3 (or successor form), which
may be kept effective as an evergreen Registration Statement, or (iii) may be sold by the Holder within a 90 day period without registration
pursuant to Rule 144 or consistent with applicable SEC interpretive guidance (including CD&I no. 201.04 (April 2, 2007)
or similar interpretive guidance).


 


5.             New
Purchase Warrants to be Issued.


 


5.1            Partial
Exercise or Transfer. Subject to the restrictions in Section 3 hereof, this Purchase Warrant may be exercised or assigned in
whole or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase Warrant for cancellation,
together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price and/or transfer tax if exercised
pursuant to Section 2.1 hereto, the Company shall cause to be delivered to the Holder without charge a new Purchase Warrant of like
tenor to this Purchase Warrant in the name of the Holder evidencing the right of the Holder to purchase the number of Shares purchasable
hereunder as to which this Purchase Warrant has not been exercised or assigned.


 






    


     


    

 


5.2            Lost
Certificate. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Purchase
Warrant and of reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and deliver a new Purchase
Warrant of like tenor and date. Any such new Purchase Warrant executed and delivered as a result of such loss, theft, mutilation or destruction
shall constitute a substitute contractual obligation on the part of the Company.


 


6.            Adjustments.


 


6.1            Adjustments
to Exercise Price and Number of Securities. The Exercise Price and the number of Shares underlying the Purchase Warrant shall be subject
to adjustment from time to time as hereinafter set forth:


 


6.1.1            Share
Dividends; Split Ups. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding
Shares is increased by a stock dividend payable in Shares or by a split up of Shares or other similar event, then, on the effective day
thereof, the number of Shares purchasable hereunder shall be increased in proportion to such increase in outstanding Shares, and the Exercise
Price shall be proportionately decreased.


 


6.1.2            Aggregation
of Shares. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding Shares is
decreased by a consolidation, combination or reclassification of Shares or other similar event, then, on the effective date thereof, the
number of Shares purchasable hereunder shall be decreased in proportion to such decrease in outstanding Shares, and the Exercise Price
shall be proportionately increased.


 


6.1.3            Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Shares other than
a change covered by Section 6.1.1 or 6.1.2 hereof or that solely affects the par value of such Shares, or in the case of any share
reconstruction or amalgamation or consolidation of the Company with or into another corporation (other than a consolidation or share reconstruction
or amalgamation in which the Company is the continuing corporation and that does not result in any reclassification or reorganization
of the outstanding Shares), or in the case of any sale or conveyance to another corporation or entity of the property of the Company as
an entirety or substantially as an entirety in connection with which the Company is dissolved, the Holder of this Purchase Warrant shall
have the right thereafter (until the expiration of the right of exercise of this Purchase Warrant) to receive upon the exercise hereof,
for the same aggregate Exercise Price payable hereunder immediately prior to such event, the kind and amount of shares of stock or other
securities or property (including cash) receivable upon such reclassification, reorganization, share reconstruction or amalgamation, or
consolidation, or upon a dissolution following any such sale or transfer, by a Holder of the number of Shares of the Company obtainable
upon exercise of this Purchase Warrant immediately prior to such event; and if any reclassification also results in a change in Shares
covered by Section 6.1.1 or 6.1.2, then such adjustment shall be made pursuant to Sections 6.1.1, 6.1.2 and this Section 6.1.3.
The provisions of this Section 6.1.3 shall similarly apply to successive reclassifications, reorganizations, share reconstructions
or amalgamations, or consolidations, sales or other transfers.


 


6.1.4            Changes
in Form of Purchase Warrant. This form of Purchase Warrant need not be changed because of any change pursuant to this Section 6.1,
and Purchase Warrants issued after such change may state the same Exercise Price and the same number of Shares as are stated in the Purchase
Warrants initially issued pursuant to this Agreement. The acceptance by any Holder of the issuance of new Purchase Warrants reflecting
a required or permissive change shall not be deemed to waive any rights to an adjustment occurring after the Commencement Date or the
computation thereof.


 


6.2            Substitute
Purchase Warrant. In case of any consolidation of the Company with, or share reconstruction or amalgamation of the Company with or
into, another corporation (other than a consolidation or share reconstruction or amalgamation which does not result in any reclassification
or change of the outstanding Shares), the corporation formed by such consolidation or share reconstruction or amalgamation shall execute
and deliver to the Holder a supplemental Purchase Warrant providing that the holder of each Purchase Warrant then outstanding or to be
outstanding shall have the right thereafter (until the stated expiration of such Purchase Warrant) to receive, upon exercise of such Purchase
Warrant, the kind and amount of shares of stock and other securities and property receivable upon such consolidation or share reconstruction
or amalgamation, by a holder of the number of Shares for which such Purchase Warrant might have been exercised immediately prior to such
consolidation, share reconstruction or amalgamation, sale or transfer. Such supplemental Purchase Warrant shall provide for adjustments
which shall be identical to the adjustments provided for in this Section 6. The above provision of this Section shall similarly
apply to successive consolidations or share reconstructions or amalgamations.


 






    


     


    

 


6.3            Elimination
of Fractional Interests. The Company shall not be required to issue certificates representing fractions of Shares upon the exercise
of the Purchase Warrant, nor shall it be required to issue scrip or pay cash in lieu of any fractional interests, it being the intent
of the parties that all fractional interests shall be eliminated by rounding any fraction up or down, as the case may be, to the nearest
whole number of Shares or other securities, properties or rights.


 


7.            Reservation
and Listing. The Company shall at all times reserve and keep available out of its authorized Shares, solely for the purpose of issuance
upon exercise of the Purchase Warrants, such number of Shares or other securities, properties or rights as shall be issuable upon the
exercise thereof. The Company covenants and agrees that, upon exercise of the Purchase Warrants and payment of the Exercise Price therefor,
in accordance with the terms hereby, all Shares and other securities issuable upon such exercise shall be duly and validly issued, fully
paid and non-assessable and not subject to preemptive rights of any stockholder. The Company further covenants and agrees that upon exercise
of the Purchase Warrants and payment of the exercise price therefor, all Shares and other securities issuable upon such exercise shall
be duly and validly issued, fully paid and non-assessable and not subject to preemptive rights of any stockholder. As long as the Purchase
Warrants shall be outstanding, the Company shall use its commercially reasonable efforts to cause all Shares issuable upon exercise of
the Purchase Warrants to be listed (subject to official notice of issuance) on all national securities exchanges (or, if applicable, on
the OTC Bulletin Board or any successor trading market) on which the Shares issued to the public in the Offering may then be listed and/or
quoted.


 


8.            Certain
Notice Requirements.


 


8.1            Holder’s
Right to Receive Notice. Nothing herein shall be construed as conferring upon the Holders the right to vote or consent or to receive
notice as a stockholder for the election of directors or any other matter, or as having any rights whatsoever as a stockholder of the
Company. If, however, at any time prior to the expiration of the Purchase Warrants and their exercise, any of the events described in
Section 8.2 shall occur, then, in one or more of said events, the Company shall give written notice of such event at least fifteen
(15) days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the stockholders
entitled to such dividend, distribution, conversion or exchange of securities or subscription rights, or entitled to vote on such proposed
dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of the closing of the transfer books,
as the case may be. Notwithstanding the foregoing, the Company shall deliver to each Holder a copy of each notice given to the other stockholders
of the Company at the same time and in the same manner that such notice is given to the stockholders.


 


8.2            Events
Requiring Notice. The Company shall be required to give the notice described in this Section 8 upon one or more of the following
events: (i) if the Company shall take a record of the holders of its Shares for the purpose of entitling them to receive a dividend
or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings, as
indicated by the accounting treatment of such dividend or distribution on the books of the Company; (ii) the Company shall offer
to all the holders of its Shares any additional shares of capital stock of the Company or securities convertible into or exchangeable
for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor; or (iii) a dissolution, liquidation
or winding up of the Company (other than in connection with a consolidation or share reconstruction or amalgamation) or a sale of all
or substantially all of its property, assets and business shall be proposed.


 


8.3            Notice
of Change in Exercise Price. The Company shall, promptly after an event requiring a change in the Exercise Price pursuant to Section 6
hereof, send notice to the Holders of such event and change (“Price Notice”). The Price Notice shall describe the event
causing the change and the method of calculating same and shall be certified as being true and accurate by the Company’s Chief Financial
Officer.


 


8.4            Transmittal
of Notices. All notices, requests, consents and other communications under this Purchase Warrant shall be in writing and shall be
deemed to have been duly made when hand delivered or mailed by express mail or private courier service: (i) if to the registered
Holder of the Purchase Warrant, to the address of such Holder as shown on the books of the Company, or (ii) if to the Company, to
following address or to such other address as the Company may designate by notice to the Holders:


 






    


     


    

 


If to the Holder:


 


Kingswood Capital Markets 


17 Battery Place, Suite 625 


New York, New York 10004 


Attn: Joseph T. Rallo


 


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


 


Nelson Mullins Riley & Scarborough
LLP 


101 Constitution Avenue NW, Suite 900 


Washington, DC 20001 


Attn: Andrew M. Tucker, Esq. 


Fax No.: (202) 689-2860


 


If to the Company:


 


Digital Brands Group, Inc. 


1400 Lavaca Street 


Austin, Texas 78701 


Attn: John Hilburn Davis IV 


Email: hil@dstld.la


 


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


 


Manatt, Phelps & Phillips, LLP 


695 Town Center Drive, 14th
Floor 


Costa Mesa, CA 92646 


Attn: Thomas J. Poletti, Esq. 


Fax No.: (714) 371-2551


 


9.            Miscellaneous.


 


9.1            Amendments.
The Company and Kingswood may from time to time supplement or amend this Purchase Warrant without the approval of any of the Holders in
order to cure any ambiguity, to correct or supplement any provision contained herein that may be defective or inconsistent with any other
provisions herein, or to make any other provisions in regard to matters or questions arising hereunder that the Company and Kingswood
may deem necessary or desirable and that the Company and Kingswood deem shall not adversely affect the interest of the Holders. All other
modifications or amendments shall require the written consent of and be signed by the party against whom enforcement of the modification
or amendment is sought.


 


9.2            Headings.
The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning
or interpretation of any of the terms or provisions of this Purchase Warrant.


 


9.3            Entire
Agreement. This Purchase Warrant (together with the other agreements and documents being delivered pursuant to or in connection with
this Purchase Warrant) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes
all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.


 


9.4            Binding
Effect. This Purchase Warrant shall inure solely to the benefit of and shall be binding upon, the Holder and the Company and their
permitted assignees, respective successors, legal representative and assigns, and no other person shall have or be construed to have any
legal or equitable right, remedy or claim under or in respect of or by virtue of this Purchase Warrant or any provisions herein contained.


 






    


     


    

 


9.5            Governing
Law; Submission to Jurisdiction; Trial by Jury. This Purchase Warrant shall be governed by and construed and enforced in accordance
with the laws of the State of New York, without giving effect to conflict of laws principles thereof. The Company hereby agrees that any
action, proceeding or claim against it arising out of, or relating in any way to this Purchase Warrant shall be brought and enforced in
the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, and irrevocably
submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction
and that such courts represent an inconvenient forum. Any process or summons to be served upon the Company may be served by transmitting
a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in
Section 8 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding
or claim. The Company and the Holder agree that the prevailing party(ies) in any such action shall be entitled to recover from the other
party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection
with the preparation therefor. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders
and affiliates) and the Holder hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial
by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.


 


9.6            Waiver, etc.
The failure of the Company or the Holder to at any time enforce any of the provisions of this Purchase Warrant shall not be deemed or
construed to be a waiver of any such provision, nor to in any way affect the validity of this Purchase Warrant or any provision hereof
or the right of the Company or any Holder to thereafter enforce each and every provision of this Purchase Warrant. No waiver of any breach,
non-compliance or non-fulfillment of any of the provisions of this Purchase Warrant shall be effective unless set forth in a written instrument
executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance
or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.


 


9.7            Execution
in Counterparts. This Purchase Warrant may be executed in one or more counterparts, and by the different parties hereto in separate
counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement,
and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered to each of the other
parties hereto. Such counterparts may be delivered by facsimile transmission or other electronic transmission.


 


9.8            Exchange
Agreement. As a condition of the Holder’s receipt and acceptance of this Purchase Warrant, Holder agrees that, at any time prior
to the complete exercise of this Purchase Warrant by Holder, if the Company and Kingswood enter into an agreement (“Exchange
Agreement”) pursuant to which they agree that all outstanding Purchase Warrants will be exchanged for securities or cash or
a combination of both, then Holder shall agree to such exchange and become a party to the Exchange Agreement.


 


[Signature Page Follows]





 






    


     


    

 


IN WITNESS WHEREOF, the Company has caused this
Purchase Warrant to be signed by its duly authorized officer as of the ____ day of _______, 2021.


 


DIGITAL BRANDS GROUP, INC.


 


	By:	 	 
	 	Name: 	 
	 	Title: 	 


 


[Form to be used to exercise Purchase Warrant]


 






    


     


    

 



 


Date: __________, 20___


 


The undersigned hereby elects
irrevocably to exercise the Purchase Warrant for ______ shares of common stock, par value $0.0001 per share (the “Shares”),
of Digital Brands Group, Inc., a Delaware corporation (the “Company”), and hereby makes payment of $____ (at the
rate of $____ per Share) in payment of the Exercise Price pursuant thereto. Please issue the Shares as to which this Purchase Warrant
is exercised in accordance with the instructions given below and, if applicable, a new Purchase Warrant representing the number of Shares
for which this Purchase Warrant has not been exercised.


 


or


 


The undersigned hereby elects
irrevocably to convert its right to purchase ___ Shares of the Company under the Purchase Warrant for ______ Shares, as determined in
accordance with the following formula:


 


	 	X	=	Y(A-B)	 
	A	 
	Where,	 	 	 
	 	X	=	The number of Shares to be issued to Holder;
	 	Y	=	The number of Shares for which the Purchase Warrant is being exercised;
	 	A	=	The fair market value of one Share which is equal to $_____; and
	 	B	=	The Exercise Price which is equal to $______ per share
	 	 	 	 	 	 	 





The undersigned agrees and
acknowledges that the calculation set forth above is subject to confirmation by the Company and any disagreement with respect to the calculation
shall be resolved by the Company in its sole discretion.


 


Please issue the Shares as
to which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable, a new Purchase Warrant
representing the number of Shares for which this Purchase Warrant has not been converted.


 


	Signature 	 	 


 


	Signature Guaranteed 	 	 


 


INSTRUCTIONS FOR REGISTRATION OF SECURITIES


 


	Name: 	 	 
	 	(Print in Block Letters)	 


 


	Address: 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


NOTICE: The signature to this
form must correspond with the name as written upon the face of the Purchase Warrant without alteration or enlargement or any change whatsoever,
and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership on a registered national
securities exchange.


 


[Form to be used to assign Purchase Warrant]


 



    


     


    

 


ASSIGNMENT


 


(To be executed by the registered Holder to effect
a transfer of the within Purchase Warrant):


 


FOR VALUE RECEIVED, __________________ does hereby
sell, assign and transfer unto the right to purchase shares of common stock, par value $0.0001 per share, of Digital Brands Group, Inc.,
a Delaware corporation (the “Company”), evidenced by the Purchase Warrant and does hereby authorize the Company to
transfer such right on the books of the Company.


 


Dated: __________, 20__


 


	Signature 	 	 


 


	Signature Guaranteed 	 	 


 


NOTICE: The signature to this form must correspond with the name as
written upon the face of the within Purchase Warrant without alteration or enlargement or any change whatsoever, and must be guaranteed
by a bank, other than a savings bank, or by a trust company or by a firm having membership on a registered national securities exchange.


 



    


     


    





 


EXHIBIT B


 


Form of Lock-Up Agreement


 


Lock-Up Agreement


 


____________, 2021


 


Kingswood
Capital Markets,


division of Benchmark Investments, Inc.


as Representative of the Underwriters


17 Battery Place, Suite 625


New York, New York 10004


 


Ladies and Gentlemen:


 


The undersigned understands
that Kingswood Capital Markets, division of Benchmark Investments, Inc. (the “Representative”) proposes to enter
into an Underwriting Agreement (the “Underwriting Agreement”) with Digital Brands Group, Inc., a Delaware corporation
(the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock
of the Company, par value $0.0001 per share (the “Common Stock”), and warrants to purchase shares of Common Stock (the
 “Warrants,” and collectively with the Common Stock, the “Securities”).


 


To induce the Representative
to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent
of the Representative, the undersigned will not, during the period commencing on the date hereof and ending 180 days after the date
of the final prospectus (the “Prospectus”) relating to the Public Offering (the “Lock-Up Period”),
(1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Securities
or any securities convertible into or exercisable or exchangeable for the Securities, whether now owned or hereafter acquired by the undersigned
or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”);
(2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of
ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery
of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any
Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction,
swap, hedge or other arrangement relating to any Lock-Up Securities. Notwithstanding the foregoing, and subject to the conditions below,
the undersigned may transfer Lock-Up Securities without the prior written consent of the Representative in connection with (a) transactions
relating to Lock-Up Securities acquired in open market transactions after the completion of the Public Offering; provided that
no filing under Section 13 or Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or other public announcement shall be required or shall be voluntarily made during the Lock-Up Period in connection with
subsequent sales of Lock-Up Securities acquired in such open market transactions; (b) transfers of Lock-Up Securities as a bona
fide gift, by will or intestacy or to a family member or trust for the benefit of a family member (for purposes of this lock-up
agreement, “family member” means any relationship by blood, marriage or adoption, not more remote than first cousin); (c) transfers
of Lock-Up Securities to a charity or educational institution; or (d) if the undersigned, directly or indirectly, controls a corporation,
partnership, limited liability company or other business entity, any transfers of Lock-Up Securities to any shareholder, partner or member
of, or owner of similar equity interests in, the undersigned, as the case may be; provided that in the case of any transfer
pursuant to the foregoing clauses (b), (c) or (d), (i) it shall be a condition to any such transfer that (i) the transferee/donee
agrees to be bound by the terms of this lock-up agreement (including, without limitation, the restrictions set forth in the preceding
sentence) to the same extent as if the transferee/donee were a party hereto; (ii) each party (donor, donee, transferor or transferee)
shall not be required by law (including without limitation the disclosure requirements of the Securities Act of 1933, as amended (the
 “Securities Act”), and the Exchange Act) to make, and shall agree to not voluntarily make, any filing or public announcement
of the transfer or disposition prior to the expiration of the Lock-Up Period; and (iii) the undersigned notifies the Representative
at least two (2) business days prior to the proposed transfer or disposition.


 



    


     


    

 


In addition, the foregoing
restrictions shall not apply to (i) the exercise or vesting of stock options or other equity awards granted pursuant to the Company’s
equity incentive plans; provided that it shall apply to any of the undersigned’s Common Stock issued upon such exercise, (ii) the
conversion or exercise of convertible debt or warrants; provided that it shall apply to any of the undersigned’s Common Stock issued
upon such exercise, or (iii) the establishment of any new plan (a “Plan”) that satisfies all of the requirements
of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act; provided that no sales of the undersigned’s Securities shall be made
pursuant to such new Plan prior to the expiration of the Lock-Up Period (as such may have been extended pursuant to the provisions hereof),
and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Securities
and Exchange Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the undersigned,
the Company or any other person, shall be required, and no such announcement or filing is made voluntarily, by the undersigned, the Company
or any other person, prior to the expiration of the Lock-Up Period (as such may have been extended pursuant to the provisions hereof).


 


The undersigned also agrees
and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of
the undersigned’s securities subject to this this lock-up agreement except in compliance with this this lock-up agreement.


 


If the undersigned is an officer
or director of the Company, (i) the undersigned agrees that the foregoing restrictions shall be equally applicable to any Securities
that the undersigned may purchase in the Public Offering; (ii) the Representative agrees that, at least three (3) business days
before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Lock-Up Securities,
the Representative will notify the Company of the impending release or waiver; and (iii) the Company has agreed in the Underwriting
Agreement to announce the impending release or waiver by press release through a major news service at least two (2) business days
before the effective date of the release or waiver. Any release or waiver granted by the Representative hereunder to any such officer
or director shall only be effective two (2) business days after the publication date of such press release. The provisions of this
paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer of Lock-Up Securities not for consideration
and (b) the transferee has agreed in writing to be bound by the same terms described in this lock-up agreement to the extent and
for the duration that such terms remain in effect at the time of such transfer.


 


The undersigned understands
that the Company and the Representative are relying upon this lock-up agreement in proceeding toward consummation of the Public Offering.
The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the undersigned’s heirs,
legal representatives, successors and assigns.


 


The undersigned understands
that, if the Underwriting Agreement does not become effective, or if the Underwriting Agreement (other than the provisions thereof which
survive termination) shall terminate or be terminated prior to payment for and delivery of the Securities to be sold thereunder, the undersigned
shall be released from all obligations under this lock-up agreement.


 


This lock-up agreement shall
be governed by, and construed in accordance with, the laws of the State of New York.


 


	 	Very truly yours,
	 	 
	 	 
	 	(Name - Please Print)
	 	 
	 	 
	 	(Signature)
	 	 
	 	 
	 	(Name of Signatory, in the case of entities - Please Print)
	 	 
	 	 
	 	(Title of Signatory, in the case of entities - Please Print)
	 	 	 
	 	Address:	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 



    


     


    

 


EXHIBIT C


 


Form of Press Release


 


DIGITAL BRANDS GROUP, INC.


 


[Date]


 


Digital Brands Group, Inc. (the “Company”)
announced today that Kingswood Capital Markets, division of Benchmark Investments, Inc., acting as representative for the underwriters
in the Company’s recent public offering of _______ shares of the Company’s Common Stock, and warrants to purchase _______
shares of the Company’s Common Stock, is [waiving] [releasing] a lock-up restriction with respect to _______ shares of Common Stock
and accompanying Warrants held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will
take effect on _______, 20___, and such shares of Common Stock and Warrants may be sold on or after such date.


 


This press release is not an offer or sale
of the securities in the United States or in any other jurisdiction where such offer or sale is prohibited, and such securities may not
be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933, as amended.