Exhibit
10.01 


 


SRAX,
INC.


 


Class
A Common Stock


(par
value $0.001 per share)


 


At
Market Issuance Sales Agreement


 


May
5, 2020


 


B.
Riley FBR, Inc.


299
Park Avenue, 21st Floor


New
York, NY 10171


 


Ladies
and Gentlemen:


 


SRAX,
Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”)
with B. Riley FBR, Inc. (the “Agent”) as follows:


 


1.
Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms
and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent or principal, shares
(the “Placement Shares”); of the Company’s Class A common stock, par value $0.001 per share (the “Common
Stock”); provided however, that in no event shall the Company issue or sell through the Agent such number of
Placement Shares that (a) exceeds the number of shares or dollar amount of Common Stock registered on the effective Registration
Statement (as defined below) pursuant to which the offering is being made (b) exceeds the number of shares or dollar amount registered
on the Prospectus Supplement (as defined below), or (c) exceeds the number or dollar amount of shares of Common Stock permitted
to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) (the lesser of (a), (b) or (c) the “Maximum
Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the
limitations set forth in this Section 1 on the number or dollar amount of the Placement Shares issued and sold under this
Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such
compliance. The issuance and sale of Placement Shares through or to the Agent will be effected pursuant to the Registration Statement
(as defined below), although nothing in this Agreement shall be construed as requiring the Company to issue any Placement Shares.


 


The
Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended and the rules and regulations thereunder
(the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration
statement on Form S-3 (File No. 333-235298), including a base prospectus, relating to certain securities including the Placement
Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed
or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended and the rules and regulations
thereunder (the “Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus included
as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”).
The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration
statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise
requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof
or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently
filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement
pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6)
under the Securities Act by the Company to cover any Placement Shares or any subsequent registration statement on Form S-3 filed
pursuant to 462(b) under the Securities Act, is herein called the “Registration Statement.” The base prospectus,
including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded
or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included
in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus
and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the
Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus
or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein,
and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to
the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of
any document with the Commission incorporated by reference therein (the “Incorporated Documents”).


 




    	 



     


    

 


For
purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto
shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and
Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively,
“EDGAR”).


 


2.
Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”),
it will notify the Agent by email notice (or other method mutually agreed to in writing by the Parties) of the number of Placement
Shares, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may
be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the
form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the
Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule),
and shall be addressed to each of the individuals from the Agent set forth on Schedule 3, as such Schedule 3 may
be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until (i)
the Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the
Placement Shares thereunder has been sold, (iii) the Company suspends or terminates the Placement Notice, which suspension and
termination rights may be exercised by the Company in its sole discretion, or (iv) this Agreement has been terminated under the
provisions of Section 13. The amount of any discount, commission or other compensation to be paid by the Company to the
Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule
2. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with
respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent
does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and
herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement
Notice, the terms of the Placement Notice will control.


 




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3.
Sale of Placement Shares by the Agent. Subject to the terms and conditions of this Agreement, for the period specified
in a Placement Notice, the Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices
and applicable state and federal laws, rules and regulations and the rules of the NASDAQ Capital Market (the “Exchange”),
to sell the Placement Shares up to the amount specified in, and otherwise in accordance with the terms of, such Placement Notice.
The Agent will provide written confirmation to the Company no later than the opening of the Trading Day (as defined below) immediately
following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares
sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales,
and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set
forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of a Placement Notice,
the Agent may sell Placement Shares by any method permitted by law deemed to be an “at the market offering” as defined
in Rule 415 of the Securities Act. “Trading Day” means any day on which shares of Common Stock are purchased
and sold on the Exchange.


 


4.
Suspension of Sales. The Company or the Agent may, upon notice to the other party in writing (including by email correspondence
to each of the individuals of the other party set forth on Schedule 3, if receipt of such correspondence is actually acknowledged
by any of the individuals to whom the notice is sent, other than via auto-reply) or by telephone (confirmed immediately by verifiable
facsimile transmission or email correspondence to each of the individuals of the other party set forth on Schedule 3),
suspend any sale of Placement Shares (a “Suspension”); provided, however, that such Suspension shall
not affect or impair any party’s obligations with respect to any Placement Shares sold hereunder prior to the receipt of
such notice. While a Suspension is in effect, any obligation under Sections 7(l), 7(m), and 7(n) with respect
to the delivery of certificates, opinions, or comfort letters to the Agent, shall be waived. Each of the parties agrees that no
such notice under this Section 4 shall be effective against any other party unless it is made to one of the individuals
named on Schedule 3 hereto, as such Schedule may be amended from time to time.


 


5.
Sale and Delivery to the Agent; Settlement.


 


a.
Sale of Placement Shares. On the basis of the representations and warranties herein contained and subject to the terms
and conditions herein set forth, upon the Agent’s acceptance of the terms of a Placement Notice, and unless the sale of
the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this
Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent
with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the
Exchange to sell such Placement Shares up to the amount specified in, and otherwise in accordance with the terms of, such Placement
Notice. The Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling Placement
Shares, (ii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell
Placement Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its
normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Exchange
to sell such Placement Shares as required under this Agreement and (iii) the Agent shall be under no obligation to purchase Placement
Shares on a principal basis pursuant to this Agreement, except as otherwise agreed by the Agent and the Company.


 




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b.
Settlement of Placement Shares. Unless otherwise specified in the applicable Placement Notice, settlement for sales of
Placement Shares will occur on the second (2nd) Trading Day (or such earlier day as is industry practice for regular-way
trading) following the date on which such sales are made (each, a “Settlement Date”). The Agent shall notify
the Company of each sale of Placement Shares no later than opening day following the Trading Day that the Agent sold Placement
Shares. The amount of proceeds to be delivered to the Company on a Settlement Date against receipt of the Placement Shares sold
(the “Net Proceeds”) will be equal to the aggregate sales price received by the Agent, after deduction for
(i) the Agent’s commission, discount or other compensation for such sales payable by the Company pursuant to Section
2 hereof, and (ii) any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales.


 


c.
Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to,
electronically transfer the Placement Shares being sold by crediting the Agent’s or its designee’s account (provided
the Agent shall have given the Company written notice of such designee and such designee’s account information at least
one Trading Day prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian
System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely
tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Agent will deliver the related
Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees
that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement
Date through no fault of the Agent, then in addition to and in no way limiting the rights and obligations set forth in Section
11(a) hereto, it will (i) hold the Agent harmless against any loss, claim, damage, or reasonable, documented expense (including
reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company
or its transfer agent (if applicable) and (ii) pay to the Agent (without duplication) any commission, discount, or other compensation
to which it would otherwise have been entitled absent such default.


 


d.
Limitations on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any Placement
Shares if, after giving effect to the sale of such Placement Shares, the aggregate number of Placement Shares sold pursuant to
this Agreement would exceed the lesser of (A) together with all sales of Placement Shares under this Agreement, the Maximum Amount,
(B) the amount available for offer and sale under the currently effective Registration Statement and (C) the amount authorized
from time to time to be issued and sold under this Agreement by the Company’s board of directors, a duly authorized committee
thereof or a duly authorized executive committee, and notified to the Agent in writing. Under no circumstances shall the Company
cause or request the offer or sale of any Placement Shares pursuant to this Agreement at a price lower than the minimum price
authorized from time to time by the Company’s board of directors, a duly authorized committee thereof or a duly authorized
executive committee, and notified to the Agent in writing.


 




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6.
Representations and Warranties of the Company. Except as disclosed in the Registration Statement or Prospectus (including
the Incorporated Documents), the Company represents and warrants to, and agrees with the Agent that as of the date of this Agreement
and as of each Applicable Time (as defined below), unless such representation, warranty or agreement specifies a different date
or time:


 


a.
Registration Statement and Prospectus. The transactions contemplated by this Agreement meet the requirements for and comply
with the conditions for the use of Form S-3 (including General Instruction I.A and I.B.6, if applicable) under the Securities
Act. The Registration Statement has been filed with the Commission and has been declared effective under the Securities Act. The
Prospectus Supplement will name the Agent as the agent in the section entitled “Plan of Distribution.” The Company
has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement,
or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares
as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said
Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement
or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies
of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference
therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through
EDGAR, to the Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date
and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering
or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus
(as defined below) to which the Agent has consented, which consent will not be unreasonably withheld or delayed, or that is required
by applicable law or the listing maintenance requirements of the Exchange. The Common Stock is currently quoted on the Exchange
under the trading symbol “SRAX.” The Company has not, in the 12 months preceding the date hereof, received notice
from the Exchange to the effect that the Company is not in compliance with the listing or maintenance requirements of the Exchange.
To the Company’s knowledge, it is in compliance with all such listing and maintenance requirements except where such failure
would not result in a Material Adverse Effect (as defined below).


 


b.
No Misstatement or Omission. At each Settlement Date, the Registration Statement and the Prospectus, as of such date, will
conform in all material respects with the requirements of the Securities Act. The Registration Statement, when it became or becomes
effective, did not, and will not, contain 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. The Prospectus and any amendment and supplement
thereto, on the date thereof and at each Applicable Time (defined below), did not or will not include an untrue statement of a
material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which
they were made, not misleading. The documents incorporated by reference in the Prospectus or any Prospectus Supplement did not,
and any further documents filed and incorporated by reference therein will not, when filed with the Commission, contain an untrue
statement of a material fact or omit to state a material fact required to be stated in such document or necessary to make the
statements in such document, in light of the circumstances under which they were made, not misleading. The foregoing shall not
apply to statements in, or omissions from, any such document made in reliance upon, and in conformity with, information furnished
to the Company by the Agent specifically for use in the preparation thereof.


 




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c.
Conformity with Securities Act and Exchange Act. The Registration Statement, the Prospectus, any Issuer Free Writing Prospectus
or any amendment or supplement thereto, and the Incorporated Documents, when such documents were or are filed with the Commission
under the Securities Act or the Exchange Act or became or become effective under the Securities Act, as the case may be, conformed
or will conform in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable.


 


d.
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the
Registration Statement and the Prospectus, together with the related notes, schedules and after taking into account any amendments
or restatements, present fairly, in all material respects, the consolidated financial position of the Company and the Subsidiaries
(as defined below) as of the dates indicated and the consolidated results of operations, cash flows and changes in stockholders’
equity of the Company and the Subsidiaries for the periods specified (subject, in the case of unaudited statements, to normal
year-end audit adjustments which will not be material, either individually or in the aggregate) and have been prepared in compliance
with the published requirements of the Securities Act and Exchange Act, as applicable, and in conformity with generally accepted
accounting principles in the United States (“GAAP”) applied on a consistent basis (except (i) for such adjustments
to accounting standards and practices as are noted therein and (ii) in the case of unaudited interim statements, to the extent
they may exclude footnotes or may be condensed or summary statements) during the periods involved; the other financial and statistical
data with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement and
the Prospectus, are accurately and fairly presented and prepared on a basis consistent with the financial statements and books
and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated
by reference in the Registration Statement, or the Prospectus that are not included or incorporated by reference as required;
the Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off
balance sheet obligations), not described in the Registration Statement, and the Prospectus which are required to be described
in the Registration Statement or Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement
and the Prospectus, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations
of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the
Securities Act, to the extent applicable.


 




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e.
Conformity with EDGAR Filing. The Prospectus delivered to the Agent for use in connection with the sale of the Placement
Shares pursuant to this Agreement will be identical to the versions of the Prospectus created to be transmitted to the Commission
for filing via EDGAR, except to the extent permitted by Regulation S-T.


 


f.
Organization. The Company and any subsidiary that is a significant subsidiary (as such term is defined in Rule 1-02 of
Regulation S-X promulgated by the Commission) (each, a “Subsidiary,” collectively, the “Subsidiaries”),
are, and will be, duly organized, validly existing as a corporation and in good standing under the laws of their respective jurisdictions
of organization. The Company and the Subsidiaries are duly licensed or qualified as a foreign corporation for transaction of business
and in good standing under the laws of each other jurisdiction in which their respective ownership or lease of property or the
conduct of their respective businesses requires such license or qualification, and have all corporate power and authority necessary
to own or hold their respective properties and to conduct their respective businesses as described in the Registration Statement
and the Prospectus, except where the failure to be so qualified or in good standing or have such power or authority would not,
individually or in the aggregate, reasonably be expected to have a material adverse effect on the assets, business, operations,
earnings, properties, condition (financial or otherwise), prospects, stockholders’ equity or results of operations of the
Company and the Subsidiaries taken as a whole, or prevent the consummation of the transactions contemplated hereby (a “Material
Adverse Effect”).


 


g.
Subsidiaries. As of the date hereof, the Company’s only Subsidiaries are set forth on Schedule 6(g). Except
with respect to any secure loans or advances which are disclosed in the Prospectus or Prospectus Supplement, the Company owns
directly or indirectly, all of the equity interests of the Subsidiaries free and clear of any lien, charge, security interest,
encumbrance, right of first refusal or other restriction, and all the equity interests of the Subsidiaries are validly issued
and are fully paid, nonassessable and free of preemptive and similar rights.


 


h.
No Violation or Default. Neither the Company nor any Subsidiary is (i) in violation of its charter or by-laws or similar
organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute
such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage,
deed of trust, loan agreement or other agreement or instrument to which the Company or any Subsidiary is a party or by which the
Company or any Subsidiary is bound or to which any of the property or assets of the Company or any Subsidiary is subject; or (iii)
in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory
authority, except, in the case of each of clauses (ii) and (iii) above, for any such violation or default that would not, individually
or in the aggregate, have a Material Adverse Effect. To the Company’s knowledge, no other party under any material contract
or other agreement to which it or any Subsidiary is a party is in default in any respect thereunder where such default would reasonably
be expected to have a Material Adverse Effect.


 


i.
No Material Adverse Effect. Since the date of the most recent financial statements of the Company included or incorporated
by reference in the Registration Statement and Prospectus, there has not been (i) any Material Adverse Effect or any development
that would result in a Material Adverse Effect, (ii) any transaction which is material to the Company and the Subsidiaries taken
as a whole, (iii) any obligation or liability, direct or contingent (including any off-balance sheet obligations), incurred by
the Company or the Subsidiaries, which is material to the Company and the Subsidiaries taken as a whole, (iv) any material change
in the capital stock (other than (A) the grant of additional securities under the Company’s existing equity incentive plans,
(B) changes in the number of outstanding Common Stock of the Company due to the issuance of shares upon the exercise or conversion
of securities exercisable for, or convertible into, Common Stock outstanding on the date hereof, (C) as a result of the issuance
of Placement Shares, (D) any repurchases of capital stock of the Company, (E) as described in a proxy statement filed on Schedule
14A or a Registration Statement on Form S-4, or (F) as has otherwise been publicly announced or disclosed) or outstanding long-term
indebtedness of the Company or the Subsidiaries or (v) any dividend or distribution of any kind declared, paid or made on the
capital stock of the Company or any Subsidiary, other than in each case above in the ordinary course of business or as otherwise
disclosed in the Registration Statement or Prospectus (including any document incorporated by reference therein).


 




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j.
Capitalization. The issued and outstanding shares of capital stock of the Company have been validly issued, are fully paid
and non-assessable and, other than as disclosed in the Registration Statement or the Prospectus, are not subject to any preemptive
rights, rights of first refusal or similar rights. The Company has an authorized, issued and outstanding capital stock as set
forth in the Registration Statement and the Prospectus as of the dates referred to therein (other than (i) the grant of additional
securities under the Company’s existing equity incentive plans, (ii) changes in the number of outstanding Common Stock of
the Company due to the issuance of shares upon the exercise or conversion of securities exercisable for, or convertible into,
Common Stock outstanding on the date hereof, (iii) as a result of the issuance of Placement Shares, or (iv) any repurchases of
capital stock of the Company) and such authorized capital stock conforms to the description thereof set forth in the Registration
Statement and the Prospectus. The description of the Common Stock in the Registration Statement and the Prospectus is complete
and accurate in all material respects. Except as disclosed in or contemplated by the Registration Statement or the Prospectus,
the Company did not have outstanding any options to purchase, or any rights or warrants to subscribe for, or any securities or
obligations convertible into, or exchangeable for, or any contracts or commitments to issue or sell, any shares of capital stock
or other securities.


 


k.
S-3 Eligibility. (i) At the time the Registration Statement was or will be declared effective, and at the time the Company’s
most recent Annual Report on Form 10-K was filed with the Commission, the Company met or will meet the then applicable requirements
for the use of Form S-3 under the Securities Act, including, but not limited to, General Instruction I.B.6 of Form S-3, if applicable.
As of the close of trading on the Exchange on March 6, 2020, the aggregate market value of the outstanding voting and non-voting
common equity (as defined in Rule 405) of the Company held by persons other than affiliates of the Company (pursuant to Rule 144
of the Securities Act, those that directly, or indirectly through one or more intermediaries, control, or are controlled by, or
are under common control with, the Company) (the “Non-Affiliate Shares”), was approximately $33.45 million
(calculated by multiplying (x) the price at which the common equity of the Company was last sold on the Exchange on March 6, 2020
times (y) the number of Non-Affiliate Shares). The Company is not a shell company (as defined in Rule 405 under the Securities
Act) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time
previously, has filed current Form 10 information (as defined in General Instruction I.B.6 of Form S-3) with the Commission at
least 12 calendar months previously reflecting its status as an entity that is not a shell company.


 




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l.
Authorization; Enforceability. The Company has full legal right, power and authority to enter into this Agreement and perform
the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and is a
legal, valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except to the
extent that (i) enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors’ rights generally and by general equitable principles and (ii) the indemnification and contribution provisions
of Section 11 hereof may be limited by federal or state securities laws and public policy considerations in respect thereof.


 


m.
Authorization of Placement Shares. The Placement Shares, when issued and delivered pursuant to the terms approved by the
board of directors of the Company or a duly authorized committee thereof, or a duly authorized executive committee, against payment
therefor as provided herein, will be duly and validly authorized and issued and fully paid and nonassessable, free and clear of
any pledge, lien, encumbrance, security interest or other claim (other than any pledge, lien, encumbrance, security interest or
other claim arising from an act or omission of the Agent or a purchaser), including any statutory or contractual preemptive rights,
resale rights, rights of first refusal or other similar rights, and will be registered pursuant to Section 12 of the Exchange
Act. The Placement Shares, when issued, will conform in all material respects to the description thereof set forth in or incorporated
into the Prospectus.


 


n.
No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or
arbitrator or any governmental or regulatory authority is required for the execution, delivery and performance by the Company
of this Agreement, and the issuance and sale by the Company of the Placement Shares as contemplated hereby, except for such consents,
approvals, authorizations, orders and registrations or qualifications (i) as may be required under applicable state securities
laws or by the by-laws and rules of the Financial Industry Regulatory Authority (“FINRA”) or the Exchange,
including any notices that may be required by the Exchange, in connection with the sale of the Placement Shares by the Agent,
(ii) as may be required under the Securities Act and (iii) as have been previously obtained by the Company.


 


o.
No Preferential Rights. (i) No person, as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities
Act (each, a “Person”), has the right, contractual or otherwise, to cause the Company to issue or sell to such
Person any Common Stock or shares of any other capital stock or other securities of the Company (other than upon the exercise
of options or warrants to purchase Common Stock or upon the issuance, exercise or conversion of securities that may be granted
from time to time under the Company’s equity incentive plans), (ii) no Person has any preemptive rights, rights of first
refusal, or any other rights (whether pursuant to a “poison pill” provision or otherwise) to purchase any Common Stock
or shares of any other capital stock or other securities of the Company from the Company which have not been duly waived with
respect to the offering contemplated hereby, (iii) no Person has the right to act as an underwriter or as a financial advisor
to the Company in connection with the offer and sale of the Common Stock, and (iv) no Person has the right, contractual or otherwise,
to require the Company to register under the Securities Act any Common Stock or shares of any other capital stock or other securities
of the Company, or to include any such shares or other securities in the Registration Statement or the offering contemplated thereby,
whether as a result of the filing or effectiveness of the Registration Statement or the sale of the Placement Shares as contemplated
thereby or otherwise, except in each case for such rights as have been waived on or prior to the date hereof.


 




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p.
Independent Public Accountant. RBSM LLP (the “Accountant”), whose report on the consolidated financial
statements of the Company is filed with the Commission as part of the Company’s most recent Annual Report on Form 10-K filed
with the Commission and incorporated into the Registration Statement, are and, during the periods covered by their report, were
independent public accountants within the meaning of the Securities Act and the Public Company Accounting Oversight Board (United
States). To the Company’s knowledge, the Accountant is not in violation of the auditor independence requirements of the
Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) with respect to the Company.


 


q.
Enforceability of Agreements. All agreements between the Company and third parties expressly referenced in the Prospectus,
other than such agreements that have expired by their terms or whose termination is disclosed in documents filed by the Company
on EDGAR, are legal, valid and binding obligations of the Company and, to the Company’s knowledge, enforceable in accordance
with their respective terms, except to the extent that (i) enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditors’ rights generally and by general equitable principles (ii) the indemnification
provisions of certain agreements may be limited by federal or state securities laws or public policy considerations in respect
thereof, and (iii) except for any unenforceability that, individually or in the aggregate, would not have a Material Adverse Effect.


 


r.
No Litigation. There are no legal or governmental proceedings pending or to the Company’s knowledge, threatened to
which the Company or any Subsidiary is a party or to which any of the properties of the Company or any Subsidiary is subject other
than proceedings accurately described in all material respects in the Prospectus and proceedings that would not have a Material
Adverse Effect on the Company and its subsidiaries or on the power or ability of the Company to perform its obligations under
this Agreement or to consummate the transactions contemplated by the Prospectus or (ii) that are required to be described in the
Registration Statement or the Prospectus and are not so described; and there are no statutes, regulations, contracts or other
documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the
Registration Statement that are not described or filed as required.


 


s.
Licenses and Permits. The Company and the Subsidiaries possess or have obtained, all licenses, certificates, consents,
orders, approvals, permits and other authorizations issued by, and have made all declarations and filings with, the appropriate
federal, state, local or foreign governmental or regulatory authorities that are necessary for the ownership or lease of their
respective properties or the conduct of their respective businesses and operations as currently conducted, as described in the
Registration Statement and the Prospectus (the “Permits”), except where the failure to possess, obtain or make
the same would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any Subsidiary has
received written notice of any proceeding relating to revocation or modification of any such Permit or has any reason to believe
that such Permit will not be renewed in the ordinary course, except where the failure to obtain any such renewal would not, individually
or in the aggregate, have a Material Adverse Effect.


 




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t.
No Material Defaults. Neither the Company nor any Subsidiary has defaulted on any installment on indebtedness for borrowed
money or on any rental on one or more long-term leases, which defaults, individually or in the aggregate, would have a Material
Adverse Effect. The Company has not filed a report pursuant to Section 13(a) or 15(d) of the Exchange Act since the filing of
its last Annual Report on Form 10-K, indicating that it (i) has failed to pay any dividend or sinking fund installment on preferred
stock or (ii) has defaulted on any installment on indebtedness for borrowed money or on any rental on one or more long-term leases,
which defaults, individually or in the aggregate, would have a Material Adverse Effect.


 


u.
Certain Market Activities. Neither the Company, nor any Subsidiary, nor, to the knowledge of the Company, any of their
respective directors, officers or controlling persons has taken, directly or indirectly, any action designed, or that has constituted
or would cause or result in, under the Exchange Act or otherwise, the stabilization or manipulation of the price of any security
of the Company to facilitate the sale or resale of the Placement Shares.


 


v.
Broker/Dealer Relationships. Neither the Company nor any Subsidiary or any related entities (i) is required to register
as a “broker” or “dealer” in accordance with the provisions of the Exchange Act or (ii) directly or indirectly
through one or more intermediaries, controls or is a “person associated with a member” or “associated person
of a member” (within the meaning set forth in the FINRA Manual).


 


w.
No Reliance. The Company has not relied upon the Agent or legal counsel for the Agent for any legal, tax or accounting
advice in connection with the offering and sale of the Placement Shares.


 


x.
Taxes. The Company and the Subsidiaries have filed all federal, state, local and foreign tax returns which have been required
to be filed and paid all taxes shown thereon through the date hereof, to the extent that such taxes have become due and are not
being contested in good faith, except where the failure to do so would not have a Material Adverse Effect. Except as otherwise
disclosed in or contemplated by the Registration Statement or the Prospectus, no tax deficiency has been determined adversely
to the Company or any Subsidiary which has had, or would have, individually or in the aggregate, a Material Adverse Effect. The
Company has no knowledge of any federal, state or other governmental tax deficiency, penalty or assessment which has been or might
be asserted or threatened against it which would have a Material Adverse Effect.


 


y.
Title to Real and Personal Property. The Company and the Subsidiaries have good and valid title in fee simple to all items
of real property and good and valid title to all personal property described in the Registration Statement or Prospectus as being
owned by them that are material to the businesses of the Company or such Subsidiary, in each case free and clear of all liens,
encumbrances and claims, except those that (i) do not materially interfere with the use made and proposed to be made of such property
by the Company and the Subsidiaries, (ii) are subject to a security interest as disclosed in the Registration Statement or the
Prospectus or (iii) would not, individually or in the aggregate, have a Material Adverse Effect. Any real property described in
the Registration Statement or Prospectus as being leased by the Company and the Subsidiaries is held by them under valid, existing
and enforceable leases, except those that (A) do not materially interfere with the use made or proposed to be made of such property
by the Company or the Subsidiaries or (B) would not, individually or in the aggregate, have a Material Adverse Effect.


 




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z.
Intellectual Property. To the Company’s knowledge, the Company and the Subsidiary own or possess adequate enforceable
rights to use all patents, patent applications, trademarks (both registered and unregistered), trade names, trademark registrations,
service marks, service mark registrations, Internet domain name registrations, copyrights, copyright registrations, licenses and
know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or
procedures) (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses
as conducted as of the date hereof, except to the extent that the failure to own or possess adequate rights to use such Intellectual
Property would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and
the Subsidiaries have not received any written notice of any claim of infringement or conflict which asserted Intellectual Property
rights of others, which infringement or conflict, if subject to an unfavorable decision, would have a Material Adverse Effect.
There are no pending or, to the Company’s knowledge, threatened judicial proceedings or interference proceedings challenging
the Company’s or any Subsidiary’s rights in or to or the validity of the scope of any of the Company’s or its
Subsidiaries’ patents, patent applications or proprietary information. To the Company’s knowledge, no other entity
or individual has any right or claim in any of the Company’s or any of its Subsidiary’s patents, patent applications
or any patent to be issued therefrom by virtue of any contract, license or other agreement entered into between such entity or
individual and the Company or any Subsidiary or by any non-contractual obligation, other than by written licenses granted by the
Company or any Subsidiary. The Company has not received any written notice of any claim challenging the rights of the Company
or its Subsidiaries in or to any Intellectual Property owned, licensed or optioned by the Company or any Subsidiary which claim,
if subject to an unfavorable decision, would have a Material Adverse Effect.


 


aa.
Compliance with Applicable Laws. The Company and the Subsidiaries are and at all times have been in material compliance
with all applicable laws, rules and regulations of the jurisdictions in which they are conducting business, except where failure
to do so would not result in a Material Adverse Effect.


 


bb.
Environmental Laws. The Company and the Subsidiaries (i) are in compliance with any and all applicable federal, state,
local and foreign laws, rules, regulations, decisions and orders relating to the protection of human health and safety, the environment
or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”);
(ii) have received and are in compliance with all permits, licenses or other approvals required of them under applicable Environmental
Laws to conduct their respective businesses as described in the Registration Statement and the Prospectus; and (iii) have not
received notice of any actual or potential liability for the investigation or remediation of any disposal or release of hazardous
or toxic substances or wastes, pollutants or contaminants, except, in the case of any of clauses (i), (ii) or (iii) above, for
any such failure to comply or failure to receive required permits, licenses, other approvals or liability as would not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 




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cc.
Disclosure Controls. The Company maintains a system of internal accounting controls which the Company believes are sufficient
to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations;
(ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain
asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization;
and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action
is taken with respect to any differences. The Company is not aware of any material weaknesses in its internal control over financial
reporting (other than as set forth in the Registration Statement or the Prospectus). Since the date of the latest audited financial
statements of the Company included in the Prospectus, there has been no change in the Company’s internal control over financial
reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over
financial reporting (other than as set forth in the Registration Statement or the Prospectus). The Company has established disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15 and 15d-15) that comply with the requirements of the Exchange
Act. The Company’s certifying officers have evaluated the effectiveness of the Company’s controls and procedures as
of a date within 90 days prior to the filing date of the Form 10-K for the fiscal year most recently ended (such date, the “Evaluation
Date”). The Company presented in its Form 10-K for the fiscal year ending December 2019 the conclusions of the certifying
officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the most recent Evaluation
Date, and the “disclosure controls and procedures” were not effective.


 


dd.
Sarbanes-Oxley Act. There is and has been no failure on the part of the Company or, to the knowledge of the Company, any
of the Company’s directors or officers, in their capacities as such, to comply in all material respects with any applicable
provisions of the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder. Each of the principal executive officer
and the principal financial officer of the Company (or each former principal executive officer of the Company and each former
principal financial officer of the Company as applicable) has made all certifications required by Sections 302 and 906 of the
Sarbanes-Oxley Act with respect to all reports, schedules, forms, statements and other documents required to be filed by it or
furnished by it to the Commission during the past 12 months. For purposes of the preceding sentence, “principal executive
officer” and “principal financial officer” shall have the meanings given to such terms in the Exchange Act Rules
13a-15 and 15d-15.


 


ee.
Finder’s Fees. Neither the Company nor any Subsidiary has incurred any liability for any finder’s fees, brokerage
commissions or similar payments in connection with the transactions herein contemplated, except as may otherwise exist with respect
to the Agent pursuant to this Agreement.


 


ff.
Labor Disputes. No labor disturbance by or dispute with employees of the Company or any Subsidiary exists or, to the knowledge
of the Company, is threatened which would result in a Material Adverse Effect.


 


gg.
Investment Company Act. Neither the Company nor any Subsidiary is or, after giving effect to the offering and sale of the
Placement Shares, will be required to register as an “investment company” or an entity “controlled” by
an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment
Company Act”).


 




    	13



     


    

 


hh.
Operations. The operations of the Company and the Subsidiaries are and have been conducted at all times in compliance with
applicable financial record keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970,
as amended, the money laundering statutes of all jurisdictions to which the Company or the Subsidiaries are subject, the rules
and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any
governmental agency having jurisdiction over the Company (collectively, the “Money Laundering Laws”), except
where the failure to be in such compliance would not result in a Material Adverse Effect; and no action, suit or proceeding by
or before any court or governmental agency, authority or body or any arbitrator involving the Company or any Subsidiary with respect
to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.


 


ii.
Off-Balance Sheet Arrangements. There are no transactions, arrangements and other relationships between and/or among the
Company, and/or, to the knowledge of the Company, any of its affiliates and any unconsolidated entity, including, but not limited
to, any structured finance, special purpose or limited purpose entity (each, an “Off Balance Sheet Transaction”)
that would affect materially the Company’s liquidity or the availability of or requirements for its capital resources, including
those Off Balance Sheet Transactions described in the Commission’s Statement about Management’s Discussion and Analysis
of Financial Conditions and Results of Operations (Release Nos. 33-8056; 34-45321; FR-61), required to be described in the Registration
Statement or the Prospectus which have not been described as required.


 


jj.
Underwriter Agreements. Other than with respect to this Agreement, the Company is not a party to any agreement with an
agent or underwriter for any other “at the market” or continuous equity transaction.


 


kk.
ERISA. To the knowledge of the Company, (i) each material employee benefit plan, within the meaning of Section 3(3) of
the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) that is maintained, administered
or contributed to by the Company or any of its affiliates for employees or former employees of the Company and the Subsidiaries
has been maintained in material compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations,
including but not limited to ERISA and the Internal Revenue Code of 1986, as amended (the “Code”); (ii) no
prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred which would result
in a material liability to the Company with respect to any such plan excluding transactions effected pursuant to a statutory or
administrative exemption; and (iii) for each such plan that is subject to the funding rules of Section 412 of the Code or Section
302 of ERISA, no “accumulated funding deficiency” as defined in Section 412 of the Code has been incurred, whether
or not waived, and the fair market value of the assets of each such plan (excluding for these purposes accrued but unpaid contributions)
equals or exceeds the present value of all benefits accrued under such plan determined using reasonable actuarial assumptions,
other than, in the case of (i), (ii) and (iii) above, as would not have a Material Adverse Effect.


 




    	14



     


    

 


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


 


mm.
Margin Rules. Neither the issuance, sale and delivery of the Placement Shares nor the application of the proceeds thereof
by the Company as described in the Registration Statement and the Prospectus will violate Regulation T, U or X of the Board of
Governors of the Federal Reserve System.


 


nn.
Insurance. The Company and the Subsidiaries carry, or are covered by, insurance in such amounts and covering such risks
as the Company and the Subsidiaries reasonably believe are adequate for the conduct of their business.


 


oo.
No Improper Practices. (i) Neither the Company nor, to the Company’s knowledge, the Subsidiaries, nor to the Company’s
knowledge, any of their respective executive officers has, in the past five years, made any unlawful contributions to any candidate
for any political office (or failed fully to disclose any contribution in violation of law) or made any contribution or other
payment to any official of, or candidate for, any federal, state, municipal, or foreign office or other person charged with similar
public or quasi-public duty in violation of any law or of the character required to be disclosed in the Prospectus; (ii) no relationship,
direct or indirect, exists between or among the Company or, to the Company’s knowledge, the Subsidiaries or any affiliate
of any of them, on the one hand, and the directors, officers and stockholders of the Company or, to the Company’s knowledge,
the Subsidiaries, on the other hand, that is required by the Securities Act to be described in the Registration Statement and
the Prospectus that is not so described; (iii) no relationship, direct or indirect, exists between or among the Company or the
Subsidiaries or any affiliate of them, on the one hand, and the directors, officers, stockholders or directors of the Company
or, to the Company’s knowledge, the Subsidiaries, on the other hand, that is required by the rules of FINRA to be described
in the Registration Statement and the Prospectus that is not so described; (iv) there are no material outstanding loans or advances
or material guarantees of indebtedness by the Company or, to the Company’s knowledge, the Subsidiaries to or for the benefit
of any of their respective officers or directors or any of the members of the families of any of them; and (v) the Company has
not offered, or caused any placement agent to offer, Common Stock to any person with the intent to influence unlawfully (A) a
customer or supplier of the Company or the Subsidiaries to alter the customer’s or supplier’s level or type of business
with the Company or the Subsidiaries or (B) a trade journalist or publication to write or publish favorable information about
the Company or the Subsidiaries or any of their respective products or services, and, (vi) neither the Company nor the Subsidiaries
nor, to the Company’s knowledge, any employee or agent of the Company or the Subsidiaries has made any payment of funds
of the Company or the Subsidiaries or received or retained any funds in violation of any law, rule or regulation (including, without
limitation, the Foreign Corrupt Practices Act of 1977), which payment, receipt or retention of funds is of a character required
to be disclosed in the Registration Statement or the Prospectus.


 


pp.
Status Under the Securities Act. The Company was not and is not an ineligible issuer as defined in Rule 405 under the Securities
Act at the times specified in Rules 164 and 433 under the Securities Act in connection with the offering of the Placement Shares.


 


qq.
No Misstatement or Omission in an Issuer Free Writing Prospectus. Each Issuer Free Writing Prospectus, as of its issue
date and as of each Applicable Time (as defined in Section 25 below), did not, does not and will not, through the completion
of the Placement or Placements for which such Issuer Free Writing Prospectus is issued, include any information that conflicted,
conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any incorporated
document deemed to be a part thereof that has not been superseded or modified. The foregoing sentence does not apply to statements
in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the
Company by the Agent specifically for use therein.


 




    	15



     


    

 


rr.
No Conflicts. Neither the execution of this Agreement, nor the issuance, offering or sale of the Placement Shares, nor
the consummation of any of the transactions contemplated herein, nor the compliance by the Company with the terms and provisions
hereof will conflict with, or will result in a breach of, any of the terms and provisions of, or has constituted or will constitute
a default under, or has resulted in or will result in the creation or imposition of any lien, charge or encumbrance upon any property
or assets of the Company pursuant to the terms of any material contract to which the Company may be bound or to which any of the
property or assets of the Company is subject, except (i) such conflicts, breaches or defaults as may have been waived and (ii)
such conflicts, breaches and defaults that would not have a Material Adverse Effect; nor will such action result (x) in any violation
of the provisions of the organizational or governing documents of the Company, or (y) in any material violation of the provisions
of any statute or any order, rule or regulation applicable to the Company or of any court or of any federal, state or other regulatory
authority or other government body having jurisdiction over the Company, except where such violation would not have a Material
Adverse Effect.


 


ss.
OFAC.


 


(i)
Neither the Company nor any Subsidiary (collectively, the “Entity”) nor, to the Company’s knowledge,
any director, officer, employee, agent, affiliate or representative of the Entity, is a government, individual, or entity (in
this paragraph (ss), “Person”) that is, or is owned or controlled by a Person that is:


 


(a)
the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control
(“OFAC”), the United Nations Security Council (“UNSC”), the European Union (“EU”),
Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”),
nor


 


(b)
located, organized or resident in a country or territory that is the subject of Sanctions.


 


(ii)
The Entity will not, directly or indirectly, knowingly use the proceeds of the offering, or lend, contribute or otherwise make
available such proceeds to any subsidiary, joint venture partner or other Person:


 


(a)
to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such
funding or facilitation, is the subject of Sanctions; or


 


(b)
in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering,
whether as underwriter, advisor, investor or otherwise).


 




    	16



     


    

 


(iii)
The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past 5
years, it has not knowingly engaged in and is not now knowingly engaged in any dealing or transactions with any Person, or in
any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.


 


tt.
Stock Transfer Taxes. On each Settlement Date, all material stock transfer or other taxes (other than income taxes) which
are required to be paid in connection with the sale and transfer of the Placement Shares to be sold hereunder will be, or will
have been, fully paid or provided for by the Company and all laws imposing such taxes will be or will have been fully complied
with by the Company in all material respects.


 


uu.
IT Systems. (i)(x) To the knowledge of Company, there has been no security breach or other compromise of any Company’s
information technology and computer systems, networks, hardware, software, data (including the data of their respective customers,
employees, suppliers, vendors and any third party data maintained by or on behalf of them), equipment or technology (collectively,
“IT Systems and Data”) and (y) the Company has not been notified of, and have no knowledge of any event or
condition that would reasonably be expected to result in, any security breach or other compromise to their IT Systems and Data;
(ii) the Company is presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and
regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations
relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized
use, access, misappropriation or modification, except as would not, in the case of this clause (ii), individually or in the aggregate,
have a Material Adverse Effect; and (iii) the Company has implemented backup and disaster recovery technology consistent with
industry standards and practices.


 


Any
certificate signed by an officer of the Company and delivered to the Agent or to counsel for the Agent pursuant to or in connection
with this Agreement shall be deemed to be a representation and warranty by the Company, as applicable, to the Agent as to the
matters set forth therein.


 




    	17



     


    

 


7.
Covenants of the Company. The Company covenants and agrees with the Agent that:


 


a.
Registration Statement Amendments. After the date of this Agreement and during any period in which a prospectus relating
to any Placement Shares is required to be delivered by the Agent under the Securities Act (including in circumstances where such
requirement may be satisfied pursuant to Rule 172 under the Securities Act) (the “Prospectus Delivery Period”)
(i) the Company will notify the Agent promptly of the time when any subsequent amendment to the Registration Statement, other
than documents incorporated by reference or amendments not related to any Placement, has been filed with the Commission and/or
has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any
amendment or supplement to the Registration Statement or Prospectus related to the Placement or for additional information related
to the Placement, (ii) the Company will prepare and file with the Commission, promptly upon the Agent’s request, any amendments
or supplements to the Registration Statement or Prospectus that, upon the advice of the Company’s legal counsel, may be
necessary or advisable in connection with the distribution of the Placement Shares by the Agent (provided, however, that
the failure of the Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect
the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further,
that the only remedy the Agent shall have with respect to the failure to make such filing shall be to cease making sales under
this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the
Registration Statement or Prospectus relating to the Placement Shares or a security convertible into the Placement Shares (other
than an Incorporated Document) unless a copy thereof has been submitted to the Agent within a reasonable period of time before
the filing and the Agent has not reasonably objected thereto (provided, however, that (A) the failure of the Agent to make
such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely
on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide the
Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing if the filing does not name
the Agent or does not relate to the transaction herein provided; and provided, further, that the only remedy the Agent shall have
with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the
Company will furnish to the Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated
by reference into the Registration Statement or Prospectus, except for those documents available via EDGAR; and (iv) the Company
will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable
paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be
filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file
or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable
opinion or reasonable objections, shall be made exclusively by the Company).


 


b.
Notice of Commission Stop Orders. The Company will advise the Agent, promptly after it receives notice or obtains knowledge
thereof, of the issuance or threatened issuance by the Commission of any stop order suspending the effectiveness of the Registration
Statement, of the suspension of the qualification of the Placement Shares for offering or sale in any jurisdiction, or of the
initiation or threatening of any proceeding for any such purpose; and it will use its commercially reasonable efforts to prevent
the issuance of any stop order or to obtain its withdrawal if such a stop order should be issued. The Company will advise the
Agent promptly after it receives any request by the Commission for any amendments to the Registration Statement or any amendment
or supplements to the Prospectus or any Issuer Free Writing Prospectus or for additional information related to the offering of
the Placement Shares or for additional information related to the Registration Statement, the Prospectus or any Issuer Free Writing
Prospectus.


 




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c.
Delivery of Prospectus; Subsequent Changes. During the Prospectus Delivery Period, the Company will comply with all requirements
imposed upon it by the Securities Act, as from time to time in force, and to file on or before their respective due dates all
reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14, 15(d) or any other provision of or under the Exchange Act. If the Company has omitted any information
from the Registration Statement pursuant to Rule 430A under the Securities Act, it will use its commercially reasonable efforts
to comply with the provisions of and make all requisite filings with the Commission pursuant to said Rule 430A and to notify the
Agent promptly of all such filings. If during the Prospectus Delivery Period any event occurs as a result of which the Prospectus
as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary
to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such Prospectus
Delivery Period it is necessary to amend or supplement the Registration Statement or Prospectus to comply with the Securities
Act, the Company will promptly notify the Agent to suspend the offering of Placement Shares during such period and the Company
will promptly amend or supplement the Registration Statement or Prospectus (at the expense of the Company) so as to correct such
statement or omission or effect such compliance; provided, however, that the Company may delay the filing of any amendment
or supplement, if in the judgment of the Company, it is in the best interest of the Company.


 


d.
Listing of Placement Shares. During the Prospectus Delivery Period, the Company will use its commercially reasonable efforts
to cause the Placement Shares to be listed on the Exchange and to qualify the Placement Shares for sale under the securities laws
of such jurisdictions in the United States as the Agent reasonably designates and to continue such qualifications in effect so
long as required for the distribution of the Placement Shares; provided, however, that the Company shall not be required
in connection therewith to qualify as a foreign corporation or dealer in securities, file a general consent to service of process,
or subject itself to taxation in any jurisdiction if it is not otherwise so subject.


 


e.
Delivery of Registration Statement and Prospectus. The Company will furnish to the Agent and its counsel (at the reasonable
expense of the Company) copies of the Registration Statement, the Prospectus (including all documents incorporated by reference
therein) and all amendments and supplements to the Registration Statement or Prospectus that are filed with the Commission during
the Prospectus Delivery Period (including all documents filed with the Commission during such period that are deemed to be incorporated
by reference therein), in each case as soon as reasonably practicable and in such quantities as the Agent may from time to time
reasonably request and, at the Agent’s request, will also furnish copies of the Prospectus to each exchange or market on
which sales of the Placement Shares may be made; provided, however, that the Company shall not be required to furnish any
document (other than the Prospectus) to the Agent to the extent such document is available on EDGAR.


 


f.
Earnings Statement. The Company will make generally available to its security holders as soon as practicable, but in any
event not later than 15 months after the end of the Company’s current fiscal quarter, an earnings statement covering a 12-month
period that satisfies the provisions of Section 11(a) and Rule 158 of the Securities Act.


 


g.
Use of Proceeds. The Company will use the Net Proceeds as described in the Prospectus in the section entitled “Use
of Proceeds.”


 




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h.
Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer
to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock (other than the Placement Shares
offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to
purchase or acquire, Common Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent
hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement
Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale
of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly
in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option
to sell or otherwise dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities
convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock prior to the termination
of this Agreement; provided, however, that such restrictions will not apply in connection with the Company’s issuance
or sale of (i) Common Stock, options to purchase Common Stock or Common Stock issuable upon the exercise of options, pursuant
to any equity incentive plan or agreement, or benefits plan, stock ownership plan or dividend reinvestment plan (but not Common
Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter
implemented; (ii) Common Stock issuable upon conversion of securities or the exercise of warrants, options or other rights in
effect or outstanding, and disclosed in filings by the Company available on EDGAR or otherwise in writing to the Agent, (iii)
Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately negotiated transaction
to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to
be integrated with the offering of Common Stock hereby and (iv) Common Stock in connection with any acquisition, strategic investment
or other similar transaction (including any joint venture, strategic alliance or partnership).


 


i.
Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice advise the Agent promptly
after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any
material respect any opinion, certificate, letter or other document required to be provided to the Agent pursuant to this Agreement.


 


j.
Due Diligence Cooperation. During the term of this Agreement, the Company will cooperate with any reasonable due diligence
review conducted by the Agent or its representatives in connection with the transactions contemplated hereby, including, without
limitation, providing information and making available documents and senior corporate officers, during regular business hours
and at the Company’s principal offices, as the Agent may reasonably request.


 


k.
Required Filings Relating to Placement of Placement Shares. The Company agrees that on such dates as the Securities Act
shall require, the Company will (i) file a prospectus supplement with the Commission under the applicable paragraph of Rule 424(b)
under the Securities Act (each and every date a filing under Rule 424(b) is made, a “Filing Date”), which prospectus
supplement will set forth, within the relevant period, the amount of Placement Shares sold through the Agent, the Net Proceeds
to the Company and the compensation payable by the Company to the Agent with respect to such Placement Shares, and (ii) deliver
such number of copies of each such prospectus supplement to each exchange or market on which such sales were effected as may be
required by the rules or regulations of such exchange or market.


 




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l.
Representation Dates; Certificate. Each time during the term of this Agreement that the Company:


 


(i)
amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement
Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment,
sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus
relating to the Placement Shares;


 


(ii)
files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended audited financial information
or a material amendment to the previously filed Form 10-K);


 


(iii)
files its quarterly reports on Form 10-Q under the Exchange Act; or


 


(iv)
files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant
to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification
of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under
the Exchange Act;


 


(Each
date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date.”)


 


the
Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information
contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(1). The requirement
to provide a certificate under this Section 7(1) shall be waived for any Representation Date occurring at a time at which
no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement
Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation
Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, (i) upon the delivery of the first
Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date
when the Company relied on such waiver and did not provide the Agent with a certificate under this Section 7(1), then before
the Agent sells any Placement Shares, the Company shall provide the Agent with a certificate, in the form attached hereto as Exhibit
7(1), dated the date of the Placement Notice.


 


m.
Legal Opinion and Negative Assurance Letter. On or prior to the date of the first Placement Notice given hereunder the
Company shall cause to be furnished to the Agent a written opinion and a negative assurance letter of Silvestre Law Group, P.C.
(“Company Counsel”), or other counsel reasonably satisfactory to the Agent, each in form and substance reasonably
satisfactory to the Agent. Thereafter, within five (5) Trading Days of each Representation Date with respect to which the Company
is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicable, the Company
shall cause to be furnished to the Agent a negative assurance letter of Company Counsel in form and substance reasonably satisfactory
to the Agent; provided that, in lieu of such negative assurance for subsequent periodic filings under the Exchange Act, counsel
may furnish the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on the negative
assurance letter previously delivered under this Section 7(m) to the same extent as if it were dated the date of such letter
(except that statements in such prior letter shall be deemed to relate to the Registration Statement and the Prospectus as amended
or supplemented as of the date of the Reliance Letter)


 


n.
Agent Counsel Legal Opinion. Agent shall have received from Duane Morris LLP, counsel for the Agent, such opinion or opinions,
on or before the date on which the delivery of the Company Counsel legal opinion is required pursuant to Section 7(m),
with respect to such matters as the Agent may reasonably require, and the Company shall have furnished to such counsel such documents
as they request for enabling them to pass upon such matters.


 




    	21



     


    

 


o.
Comfort Letter. On or prior to the date of the first Placement Notice given hereunder and within five (5) Trading Days
after each subsequent Representation Date, other than pursuant to Section 7(l)(iii), the Company shall cause its independent
accountants to furnish the Agent letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered,
which shall meet the requirements set forth in this Section 7(n). The Comfort Letter from the Company’s independent
accountants shall be in a form and substance reasonably satisfactory to the Agent, (i) confirming that they are an independent
public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the “PCAOB”),
(ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters
ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings
(the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any
information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary
to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.


 


p.
Market Activities. The Company will not, directly or indirectly, (i) take any action designed to cause or result in, or
that constitutes or would constitute, the stabilization or manipulation of the price of any security of the Company to facilitate
the sale or resale of Common Stock or (ii) sell, bid for, or purchase Common Stock in violation of Regulation M, or pay anyone
any compensation for soliciting purchases of the Placement Shares other than the Agent.


 


q.
Investment Company Act. The Company will conduct its affairs in such a manner so as to reasonably ensure that neither it
nor the Subsidiaries will be or become, at any time prior to the termination of this Agreement, an “investment company,”
as such term is defined in the Investment Company Act.


 


r.
No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its
capacity as agent hereunder pursuant to Section 23, neither of the Agent nor the Company (including its agents and representatives,
other than the Agent in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication
(as defined in Rule 405), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer
to buy Placement Shares hereunder.


 


s.
Sarbanes-Oxley Act. The Company will maintain and keep accurate books and records reflecting its assets and maintain internal
accounting controls in a manner designed to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with GAAP and including those policies and procedures
that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions
of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit the preparation
of the Company’s consolidated financial statements in accordance with GAAP, (iii) that receipts and expenditures of the
Company are being made only in accordance with management’s and the Company’s directors’ authorization, and
(iv) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of
the Company’s assets that could have a material effect on its financial statements. The Company will maintain disclosure
controls and procedures that comply with the requirements of the Exchange Act.


 




    	22



     


    

 


8.
Representations and Covenants of the Agent. The Agent represents and warrants that it is duly registered as a broker-dealer
under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares will be
offered and sold, except such states in which the Agent is exempt from registration or such registration is not otherwise required.
The Agent shall continue, for the term of this Agreement, to be duly registered as a broker-dealer under FINRA, the Exchange Act
and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such
states in which it is exempt from registration or such registration is not otherwise required, during the term of this Agreement.
The Agent shall comply with all applicable law and regulations in connection with the transactions contemplated by this Agreement,
including the issuance and sale through the Agent of the Placement Shares.


 


9.
Payment of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement,
including (i) the preparation, filing, including any fees required by the Commission, and printing of the Registration Statement
(including financial statements and exhibits) as originally filed and of each amendment and supplement thereto and each Free Writing
Prospectus, in such number as the Agent shall deem reasonably necessary, (ii) the printing and delivery to the Agent of this Agreement
and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Placement
Shares, (iii) the preparation, issuance and delivery of the certificates, if any, for the Placement Shares to the Agent, including
any stock or other transfer taxes and any capital duties, stamp duties or other duties or taxes payable upon the sale, issuance
or delivery of the Placement Shares to the Agent, (iv) the fees and disbursements of the counsel, accountants and other advisors
to the Company, (v) the reasonable and documented out-of-pocket fees and disbursements of counsel to the Agent incurred in connection
with (a) entering into the transactions contemplated by this Agreement in an amount not to exceed $50,000 in the aggregate, and
(b) ongoing diligence arising from the transactions contemplated by this Agreement in an amount not to exceed $2,500 in the aggregate
per calendar quarter; (vi) the fees and expenses of the transfer agent and registrar for the Common Stock, (vii) the filing fees
incident to any review by FINRA of the terms of the sale of the Placement Shares, and (viii) the fees and expenses incurred in
connection with the listing of the Placement Shares on the Exchange.


 


10.
Conditions to the Agent’s Obligations. The obligations of the Agent hereunder with respect to a Placement will be
subject to the continuing accuracy and completeness of the representations and warranties made by the Company herein (other than
those representations and warranties made as of a specified date or time), to the due performance in all material respects by
the Company of its obligations hereunder, to the completion by the Agent of a due diligence review satisfactory to it in its reasonable
judgment, and to the continuing reasonable satisfaction (or waiver by the Agent in its sole discretion) of the following additional
conditions:


 




    	23



     


    

 


a.
Registration Statement Effective. The Registration Statement shall remain effective and shall be available for the sale
of all Placement Shares contemplated to be issued by any Placement Notice.


 


b.
No Material Notices. None of the following events shall have occurred and be continuing: (i) receipt by the Company of
any request for additional information from the Commission or any other federal or state governmental authority during the period
of effectiveness of the Registration Statement, the response to which would require any post-effective amendments or supplements
to the Registration Statement or the Prospectus; (ii) the issuance by the Commission or any other federal or state governmental
authority of any stop order suspending the effectiveness of the Registration Statement or receipt by the Company of notification
of the initiation of any proceedings for that purpose; (iii) receipt by the Company of any notification with respect to the suspension
of the qualification or exemption from qualification of any of the Placement Shares for sale in any jurisdiction or receipt by
the Company of notification of the initiation of, or a threat to initiate, any proceeding for such purpose; or (iv) the occurrence
of any event that makes any material statement made in the Registration Statement or the Prospectus or any material Incorporated
Document untrue in any material respect or that requires the making of any changes in the Registration Statement, the Prospectus
or any material Incorporated Document so that, in the case of the Registration Statement, it will not contain any materially untrue
statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements
therein not misleading and, that in the case of the Prospectus or any material Incorporated Document, it will not contain any
materially 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 the light of the circumstances under which they were made, not misleading.


 


c.
No Misstatement or Material Omission. The Agent shall not have advised the Company that the Registration Statement or Prospectus,
or any amendment or supplement thereto, contains an untrue statement of fact that in the Agent’s reasonable opinion is material,
or omits to state a fact that in the Agent’s reasonable opinion is material and is required to be stated therein or is necessary
to make the statements therein not misleading.


 


d.
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the
Commission, there shall not have been any Material Adverse Effect, or any development that would cause a Material Adverse Effect,
or a downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset backed securities)
by any “nationally recognized statistical rating organization,” as such term is defined by the Commission for purposes
of Rule 436(g)(2) under the Securities Act (a “Rating Organization”), or a public announcement by any Rating
Organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset backed
securities), the effect of which, in the case of any such action by a Rating Organization described above, in the reasonable judgment
of the Agent (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it
impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated
in the Prospectus.


 




    	24



     


    

 


e.
Legal Opinion and Negative Assurance Letter. The Agent shall have received the opinion and negative assurance letter of
Company Counsel required to be delivered pursuant to Section 7(m) on or before the date on which such delivery of such
opinion and negative assurance letter are required pursuant to Section 7(m).


 


f.
Comfort Letter. The Agent shall have received the Comfort Letter required to be delivered pursuant Section 7(n)
on or before the date on which such delivery of such letter is required pursuant to Section 7(n).


 


g.
Representation Certificate. The Agent shall have received the certificate required to be delivered pursuant to Section
7(1) on or before the date on which delivery of such certificate is required pursuant to Section 7(1).


 


h.
Secretary’s Certificate. On or prior to the first Representation Date, the Agent shall have received a certificate,
signed on behalf of the Company by its corporate Secretary, in form and substance satisfactory to the Agent and its counsel.


 


i.
No Suspension. Trading in the Common Stock shall not have been suspended on the Exchange and the Common Stock shall not
have been delisted from the Exchange.


 


j.
Other Materials. On each date on which the Company is required to deliver a certificate pursuant to Section 7(1),
the Company shall have furnished to the Agent such appropriate further information, certificates and documents as the Agent may
reasonably request and which are usually and customarily furnished by an issuer of securities in connection with a securities
offering of the type contemplated hereby. All such opinions, certificates, letters and other documents will be in compliance with
the provisions hereof.


 


k.
Securities Act Filings Made. All filings with the Commission required by Rule 424 under the Securities Act to have been
filed prior to the issuance of any Placement Notice hereunder shall have been made within the applicable time period prescribed
for such filing by Rule 424.


 


l.
Approval for Listing. The Placement Shares shall either have been approved for listing on the Exchange, subject only to
notice of issuance, or the Company shall have filed an application for listing of the Placement Shares on the Exchange at, or
prior to, the issuance of any Placement Notice.


 


m.
No Termination Event. There shall not have occurred any event that would permit the Agent to terminate this Agreement pursuant
to Section 13(a).


 


11.
Indemnification and Contribution.


 


(a)
Company Indemnification. The Company agrees to indemnify and hold harmless the Agent, its partners, members, directors,
officers, employees and agents and each person, if any, who controls the Agent within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act as follows:


 




    	25



     


    

 


(i)
against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, arising out of or based
upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment
thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make
the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included
in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged
omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading;


 


(ii)
against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, to the extent of the
aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body,
commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue
statement or omission; provided that (subject to Section 11(d) below) any such settlement is effected with the written
consent of the Company, which consent shall not unreasonably be delayed or withheld; and


 


(iii)
against any and all expense whatsoever, as incurred (including the reasonable and documented out-of-pocket fees and disbursements
of counsel), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding
by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission,
or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above,


 


provided,
however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising
out of any untrue statement or omission or alleged untrue statement or omission made solely in reliance upon and in conformity
with written information furnished to the Company by the Agent expressly for use in the Registration Statement (or any amendment
thereto), or in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto).


 


(b)
Indemnification by the Agent. The Agent agrees to indemnify and hold harmless the Company and its directors and officers,
and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim,
damage and expense described in the indemnity contained in Section 11(a), as incurred, but only with respect to untrue
statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto)
or in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and
in conformity with information relating to the Agent and furnished to the Company in writing by the Agent expressly for use therein.


 




    	26



     


    




 


(c)
Procedure. Any party that proposes to assert the right to be indemnified under this Section 11 will, promptly after
receipt of notice of commencement of any action against such party in respect of which a claim is to be made against an indemnifying
party or parties under this Section 11, notify each such indemnifying party of the commencement of such action, enclosing
a copy of all papers served, but the omission so to notify such indemnifying party will not relieve the indemnifying party from
(i) any liability that it might have to any indemnified party otherwise than under this Section 11 and (ii) any liability
that it may have to any indemnified party under the foregoing provisions of this Section 11 unless, and only to the extent
that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying party. If any such action
is brought against any indemnified party and it notifies the indemnifying party of its commencement, the indemnifying party will
be entitled to participate in and, to the extent that it elects by delivering written notice to the indemnified party promptly
after receiving notice of the commencement of the action from the indemnified party, jointly with any other indemnifying party
similarly notified, to assume the defense of the action, with counsel reasonably satisfactory to the indemnified party, and after
notice from the indemnifying party to the indemnified party of its election to assume the defense, the indemnifying party will
not be liable to the indemnified party for any legal or other expenses except as provided below and except for the reasonable
costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified party will
have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will be
at the expense of such indemnified party unless (1) the employment of counsel by the indemnified party has been authorized in
writing by the indemnifying party, (2) the indemnified party has reasonably concluded (based on advice of counsel) that there
may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to
the indemnifying party, (3) a conflict or potential conflict of interest exists (based on advice of counsel to the indemnified
party) between the indemnified party and the indemnifying party (in which case the indemnifying party will not have the right
to direct the defense of such action on behalf of the indemnified party) or (4) the indemnifying party has not in fact employed
counsel to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action,
in each of which cases the reasonable and documented out-of-pocket fees, disbursements and other charges of counsel will be at
the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection
with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable and documented out-of-pocket
fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time
for all such indemnified party or parties. All such reasonable and documented out-of-pocket fees, disbursements and other charges
will be reimbursed by the indemnifying party promptly after the indemnifying party receives a written invoice relating to fees,
disbursements and other charges in reasonable detail. An indemnifying party will not, in any event, be liable for any settlement
of any action or claim effected without its written consent. No indemnifying party shall, without the prior written consent of
each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action
or proceeding relating to the matters contemplated by this Section 11 (whether or not any indemnified party is a party
thereto), unless such settlement, compromise or consent (1) includes an unconditional release of each indemnified party from all
liability arising out of such litigation, investigation, proceeding or claim and (2) does not include a statement as to or an
admission of fault, culpability or a failure to act by or on behalf of any indemnified party.


 




    	27



     


    

 


(d)
Contribution. In order to provide for just and equitable contribution in circumstances in which the indemnification provided
for in the foregoing paragraphs of this Section 11 is applicable in accordance with its terms but for any reason is held
to be unavailable from the Company or the Agent, the Company and the Agent will contribute to the total losses, claims, liabilities,
expenses and damages (including any investigative, legal and other expenses reasonably incurred in connection with, and any amount
paid in settlement of, any action, suit or proceeding or any claim asserted, but after deducting any contribution received by
the Company from persons other than the Agent, such as persons who control the Company within the meaning of the Securities Act
or the Exchange Act, officers of the Company who signed the Registration Statement and directors of the Company, who also may
be liable for contribution) to which the Company and the Agent may be subject in such proportion as shall be appropriate to reflect
the relative benefits received by the Company on the one hand and the Agent on the other hand. The relative benefits received
by the Company on the one hand and the Agent on the other hand shall be deemed to be in the same proportion as the total Net Proceeds
from the sale of the Placement Shares (before deducting expenses) received by the Company bear to the total compensation received
by the Agent (before deducting expenses) from the sale of Placement Shares on behalf of the Company. If, but only if, the allocation
provided by the foregoing sentence is not permitted by applicable law, the allocation of contribution shall be made in such proportion
as is appropriate to reflect not only the relative benefits referred to in the foregoing sentence but also the relative fault
of the Company, on the one hand, and the Agent, on the other hand, with respect to the statements or omission that resulted in
such loss, claim, liability, expense or damage, or action in respect thereof, as well as any other relevant equitable considerations
with respect to such offering. Such relative fault shall be determined by reference to, among other things, whether the untrue
or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information
supplied by the Company or the Agent, the intent of the parties and their relative knowledge, access to information and opportunity
to correct or prevent such statement or omission. The Company and the Agent agree that it would not be just and equitable if contributions
pursuant to this Section 11(d) 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, liability, expense, or damage, or action in respect thereof, referred to above in this Section 11(d)
shall be deemed to include, for the purpose of this Section 11(d), any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending any such action or claim to the extent consistent with
Section 11(c) hereof. Notwithstanding the foregoing provisions of this Section 11(d), the Agent shall not be required
to contribute any amount in excess of the commissions received by it under this Agreement and no person found guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. For purposes of this Section 11(d), any person who controls a
party to this Agreement within the meaning of the Securities Act or the Exchange Act, and any officers, directors, partners, employees
or agents of the Agent, will have the same rights to contribution as that party, and each officer who signed the Registration
Statement and director of the Company will have the same rights to contribution as the Company, subject in each case to the provisions
hereof. Any party entitled to contribution, promptly after receipt of notice of commencement of any action against such party
in respect of which a claim for contribution may be made under this Section 11(d), will notify any such party or parties
from whom contribution may be sought, but the omission to so notify will not relieve that party or parties from whom contribution
may be sought from any other obligation it or they may have under this Section 11(d) except to the extent that the failure
to so notify such other party materially prejudiced the substantive rights or defenses of the party from whom contribution is
sought. Except for a settlement entered into pursuant to the last sentence of Section 11(c) hereof, no party will be liable
for contribution with respect to any action or claim settled without its written consent if such consent is required pursuant
to Section 11(c) hereof.


 




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12.
Representations and Agreements to Survive Delivery. The indemnity and contribution agreements contained in Section 11
of this Agreement and all representations and warranties of the Company herein or in certificates delivered pursuant hereto
shall survive, as of their respective dates, regardless of (i) any investigation made by or on behalf of the Agent, any controlling
persons, or the Company (or any of their respective officers, directors or controlling persons), (ii) delivery and acceptance
of the Placement Shares and payment therefor or (iii) any termination of this Agreement.


 


13.
Termination.


 


a.
The Agent may terminate this Agreement, by notice to the Company, as hereinafter specified at any time (1) if there has been,
since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any Material
Adverse Effect, or any development that would have a Material Adverse Effect that, in the sole judgment of the Agent, is material
and adverse and makes it impractical or inadvisable to market the Placement Shares or to enforce contracts for the sale of the
Placement Shares, (2) if there has occurred any material adverse change in the financial markets in the United States or the international
financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development
involving a prospective change in national or international political, financial or economic conditions, in each case the effect
of which is such as to make it, in the judgment of the Agent, impracticable or inadvisable to market the Placement Shares or to
enforce contracts for the sale of the Placement Shares, (3) if trading in the Common Stock has been suspended or limited by the
Commission or the Exchange, or if trading generally on the Exchange has been suspended or limited, or minimum prices for trading
have been fixed on the Exchange, (4) if any suspension of trading of any securities of the Company on any exchange or in the over-the-counter
market shall have occurred and be continuing, (5) if a major disruption of securities settlements or clearance services in the
United States shall have occurred and be continuing, or (6) if a banking moratorium has been declared by either U.S. Federal or
New York authorities. Any such termination shall be without liability of any party to any other party except that the provisions
of Section 9 (Payment of Expenses), Section 11 (Indemnification and Contribution), Section 12 (Representations
and Agreements to Survive Delivery), Section 18 (Governing Law and Time; Waiver of Jury Trial) and Section 19 (Consent
to Jurisdiction) hereof shall remain in full force and effect notwithstanding such termination. If the Agent elects to terminate
this Agreement as provided in this Section 13(a), the Agent shall provide the required notice as specified in Section
14 (Notices).


 


b.
The Company shall have the right, by giving five (5) days’ notice as hereinafter specified to terminate this Agreement in
its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party
to any other party except that the provisions of Section 9 (Payment of Expenses), Section 11 (Indemnification and
Contribution), Section 12 (Representations and Agreements to Survive Delivery), Section 18 (Governing Law and Time;
Waiver of Jury Trial) and Section 19 (Consent to Jurisdiction) hereof shall remain in full force and effect notwithstanding
such termination.


 


c.
The Agent shall have the right, by giving five (5) days’ notice as hereinafter specified to terminate this Agreement in
its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party
to any other party except that the provisions of Section 9 (Payment of Expenses), Section 11 (Indemnification and
Contribution), Section 12 (Representations and Agreements to Survive Delivery), Section 18 (Governing Law and Time;
Waiver of Jury Trial) and Section 19 (Consent to Jurisdiction) hereof shall remain in full force and effect notwithstanding
such termination.


 




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d.
Unless earlier terminated pursuant to this Section 13, this Agreement shall automatically terminate upon the issuance and
sale of all of the Placement Shares through the Agent on the terms and subject to the conditions set forth herein except that
the provisions of Section 9 (Payment of Expenses), Section 11 (Indemnification and Contribution), Section 12
(Representations and Agreements to Survive Delivery), Section 18 (Governing Law and Time; Waiver of Jury Trial) and
Section 19 (Consent to Jurisdiction) hereof shall remain in full force and effect notwithstanding such termination.


 


e.
This Agreement shall remain in full force and effect unless terminated pursuant to Sections 13(a), (b), (c),
or (d) above or otherwise by mutual agreement of the parties; provided, however, that any such termination by mutual
agreement shall in all cases be deemed to provide that Section 9 (Payment of Expenses), Section 11 (Indemnification
and Contribution), Section 12 (Representations and Agreements to Survive Delivery), Section 18 (Governing Law and
Time; Waiver of Jury Trial) and Section 19 (Consent to Jurisdiction) shall remain in full force and effect. Upon termination
of this Agreement, the Company shall not have any liability to the Agent for any discount, commission or other compensation with
respect to any Placement Shares not otherwise sold by the Agent under this Agreement.


 


f.
Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided, however,
that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or
the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of Placement Shares,
such Placement Shares shall settle in accordance with the provisions of this Agreement.


 


14.
Notices. All notices or other communications required or permitted to be given by any party to any other party pursuant
to the terms of this Agreement shall be in writing, unless otherwise specified, and if sent to the Agent, shall be delivered to:


 


B.
Riley FBR, Inc.


299
Park Avenue, 7th Floor


New
York, NY 10171


Attention:
General Counsel

Telephone: (212) 457-9947


Email:
atmdesk@brileyfbr.com


 


with
a copy to:


 


Duane
Morris LLP


1540
Broadway


New
York, NY 10036


Attention:
Dean M. Colucci


Telephone:
(973) 424-2020


Email:
dmcolucci@duanemorris.com


 


and
if to the Company, shall be delivered to:


 


SRAX,
Inc.


456
Seaton Street,


Los
Angeles, CA 90013


Attention:
Christopher Miglino

Telephone: 323-394-8362


Email:
chris@srax.com


 


with
a copy to:


 


Silvestre
Law Group, P.C.


31200
Via Colinas, Suite 200


Westlake
Village, CA 91362

Attention: Raul Silvestre


Telephone:
805-402-7494


Email:
rsilvestre@silvestrelaw.com


 


Each
party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new
address for such purpose. Each such notice or other communication shall be deemed given (i) when delivered personally, by email,
or by verifiable facsimile transmission on or before 4:30 p.m., New York City time, on a Business Day or, if such day is not a
Business Day, on the next succeeding Business Day, (ii) on the next Business Day after timely delivery to a nationally-recognized
overnight courier and (iii) on the Business Day actually received if deposited in the U.S. mail (certified or registered mail,
return receipt requested, postage prepaid). For purposes of this Agreement, “Business Day” shall mean any day
on which the Exchange and commercial banks in the City of New York are open for business.


 


15.
Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the Company and the Agent and
their respective successors and the affiliates, controlling persons, officers and directors referred to in Section 11 hereof.
References to any of the parties contained in this Agreement shall be deemed to include the successors and permitted assigns of
such party. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto
or their respective successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this
Agreement, except as expressly provided in this Agreement. Neither the Company nor the Agent may assign its rights or obligations
under this Agreement without the prior written consent of the other party.


 




    	30



     


    

 


16.
Adjustments for Stock Splits. The parties acknowledge and agree that all share-related numbers contained in this Agreement
shall be adjusted to take into account any share consolidation, stock split, stock dividend, corporate domestication or similar
event effected with respect to the Placement Shares.


 


17.
Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement
Notices issued pursuant hereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements
and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. Neither this Agreement
nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the Agent. In the event
that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal
or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to
the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall
be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that
giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of
the parties as reflected in this Agreement.


 


18.
GOVERNING LAW AND TIME; WAIVER OF JURY TRIAL. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS. SPECIFIED TIMES OF DAY REFER TO NEW YORK
CITY TIME. THE COMPANY AND THE AGENT EACH 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.


 


19.
CONSENT TO JURISDICTION. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL
COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH
ANY TRANSACTION CONTEMPLATED HEREBY, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING,
ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT
IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES
PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF
(CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT
AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN
SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW.


 




    	31



     


    

 


20.
Use of Information. The Agent may not use any information gained in connection with this Agreement and the transactions
contemplated by this Agreement, including due diligence, to advise any party with respect to transactions not expressly approved
by the Company.


 


21.
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument. Delivery of an executed Agreement by one party to the other
may be made by facsimile transmission or email of a .pdf attachment.


 


22.
Effect of Headings. The section, Schedule and Exhibit headings herein are for convenience only and shall not affect the
construction hereof.


 


23.
Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior consent
of the Agent, and the Agent represents, warrants and agrees that, unless it obtains the prior consent of the Company, it has not
made and will not make any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus, or
that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the
Commission. Any such free writing prospectus consented to by the Agent or by the Company, as the case may be, is hereinafter referred
to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that
it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433,
and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including
timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto
agree that all free writing prospectuses, if any, listed in Exhibit 23 hereto are Permitted Free Writing Prospectuses.


 


24.
Absence of Fiduciary Relationship. The Company acknowledges and agrees that:


 


a.
The Agent is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each
transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship
between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any
other party, on the one hand, and the Agent, on the other hand, has been or will be created in respect of any of the transactions
contemplated by this Agreement, irrespective of whether or not the Agent has advised or is advising the Company on other matters,
and the Agent has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations
expressly set forth in this Agreement;


 


b.
it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions
contemplated by this Agreement;


 


c.
the Agent has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this
Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate;


 




    	32



     


    

 


d.
it is aware that the Agent and its affiliates are engaged in a broad range of transactions which may involve interests that differ
from those of the Company and the Agent has no obligation to disclose such interests and transactions to the Company by virtue
of any fiduciary, advisory or agency relationship or otherwise; and


 


e.
it waives, to the fullest extent permitted by law, any claims it may have against the Agent for breach of fiduciary duty or alleged
breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that the Agent shall
not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty
claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors
of Company, other than in respect of the Agent’s obligations under this Agreement and to keep information provided by the
Company to the Agent and its counsel confidential to the extent not otherwise publicly-available.


 


25.
Definitions. As used in this Agreement, the following terms have the respective meanings set forth below:


 


“Applicable
Time” means (i) each Representation Date and (ii) the time of each sale of any Placement Shares pursuant to this Agreement.


 


“Issuer
Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433, relating to
the Placement Shares that (1) is required to be filed with the Commission by the Company, (2) is 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 (3) is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Placement Shares
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) under the Securities
Act.


 


“Rule
172,” “Rule 405,” “Rule 415,” “Rule 424,” “Rule 424(b),”
“Rule 430B,” and “Rule 433” refer to such rules under the Securities Act.


 


All
references in this Agreement to financial statements and schedules and other information that is “contained,” “included”
or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed
to mean and include all such financial statements and schedules and other information that is incorporated by reference in the
Registration Statement or the Prospectus, as the case may be.


 


All
references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing
shall be deemed to include the copy filed with the Commission pursuant to EDGAR; all references in this Agreement to any Issuer
Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433, are not required to be filed
with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to EDGAR; and all references
in this Agreement to “supplements” to the Prospectus shall include, without limitation, any supplements, “wrappers”
or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent
outside of the United States.


 


[Remainder
of the page intentionally left blank]


 




    	33



     


    

 


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


 


	 	Very
    truly yours,


 


	 	SRAX,
    INC.
	 	 	 
	 	By:	/S/
    Michael Malone
	 	Name:	Michael Malone
	 	Title:	CFO


 


	 	ACCEPTED
    as of the date first-above written:


 


	 	B.
    RILEY FBR, INC.
	 	 	 
	 	By:	/S/
    Patrice McNicoll
	 	Name:	Patrice
    McNicoll
	 	Title:	Co-Head
    of Investment Banking


 




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