Exhibit 10.2


 


 


SECURITIES PURCHASE AGREEMENT


 


This Securities Purchase
Agreement (this “Agreement”) is dated as of August 8, 2022, between Ascent Solar Technologies, Inc., a Delaware
corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors
and assigns, a “Purchaser” and collectively, the “Purchasers”).


 


WHEREAS, subject to the terms
and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities
Act”), and Rule 506 promulgated thereunder, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally
and not jointly, desires to purchase from the Company, securities of the Company.


 


NOW, THEREFORE, IN CONSIDERATION
of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are
hereby acknowledged, the Company and each Purchaser agree as follows:


 


ARTICLE I.


DEFINITIONS


 


1.1Definitions.
In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings set forth in this Section 1.1:


 


“Acquiring Person”
shall have the meaning ascribed to such term in Section 4.5.


 


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


 


“Affiliate” means
any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with
a Person, as such terms are used in and construed under Rule 405 under the Securities Act.


 


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


 


“Business Day” means
any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions
in the State of New York are authorized or required by law or other governmental action to close.


 


“Closing Dates” means
the Trading Days on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto in connection
with a Closing, and all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount as to such Closing
and (ii) the Company’s obligations to deliver the Securities as to such Closing, in each case, have been satisfied or waived.


 


“Closing(s)” means
the one or more closings of the purchase and sale of the Securities pursuant to Section 2.1.


 


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


 


“Common Stock” means
the common stock of the Company, par value $0.0001 per share, and any other class of securities into which such securities may hereafter
be reclassified or changed.


 






    	  





    	 



    

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


 


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


 


“Effectiveness Period”
shall have the meaning ascribed to such term in Section 4.9


 


“Evaluation Date”
shall have the meaning ascribed to such term in Section 3.1(r).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Maximum Rate” shall
have the meaning ascribed to such term in Section 5.17.


 


“Person” means an
individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint
stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


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


 


“Purchase Price” means
$5.30 per Unit.


 


“Registrable Securities”
means, as of any date of determination, (a) all of the Shares issued pursuant to this Agreement or otherwise held by any Purchaser as
of the date hereof, (b) all of the shares of Common Stock issued and issuable upon the exercise of the Warrants or any other Common Stock
Equivalents held by any Purchaser as of the date hereof, and (c) any securities issued or then issuable upon any stock split, dividend
or other distribution, recapitalization or similar event with respect to the foregoing; provided, however, that any such Registrable Securities
shall cease to be Registrable Securities (and the Company shall not be required to maintain the effectiveness of any, or file another,
Registration Statement hereunder with respect thereto) for so long as (a) a Registration Statement with respect to the sale of such Registrable
Securities is declared effective by the Commission under the Securities Act and such Registrable Securities have been disposed of by the
holder thereof in accordance with such effective Registration Statement, (b) such Registrable Securities have been previously sold in
accordance with Rule 144, or (c) such securities become eligible for resale without volume or manner-of-sale restrictions and without
current public information pursuant to Rule 144 as set forth in a written opinion letter to such effect issued by legal counsel to the
Company, addressed, delivered and acceptable to the Transfer Agent.


 






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“Registration Statement”
shall have the meaning ascribed to such term in Section 4.9.


 


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


 


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


 


“Rule 424” means Rule
424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any
similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.


 


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


 


“Securities” means
the Units, the Shares, the Warrants and the Warrant Shares.


 


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


 


“Shares” means the
shares of Common Stock issued or issuable to each Purchaser pursuant to this Agreement.


 


“Subscription Amount”
shall mean, as to each Purchaser, the aggregate amount to be paid for the Securities purchased hereunder as specified below such Purchaser’s
name as set forth on the signature page hereto executed by such Purchaser under the heading
“Subscription Amount,” in United States dollars and in immediately available funds.


 


“Subsidiary” means
any subsidiary of the Company as set forth on Schedule 3.1(a) and shall, where applicable, also include any direct or indirect subsidiary
of the Company formed or acquired after the date hereof.


 


“Trading Day” means
a day on which the principal Trading Market is open for trading.


 


“Trading Market” means
any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE
MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, the OTC Bulletin
Board or the OTC Markets (or any successors to any of the foregoing).


 


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


 


“Transfer Agent” means
Computershare Investor Services, LLC, the current transfer agent of the Corporation, with a mailing address of 8742 Lucent Blvd., Suite
225, Highlands Ranch, CO 80129, and any successor transfer agent of the Company.


 


“Units” means each
Unit consisting of (i) one share of Common Stock and (ii) 1.5 Warrants to purchase one share of Common Stock.


 






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“Warrants” means,
collectively, the warrants to purchase Common Stock delivered to the Purchasers at the Closing in accordance with Section 2.2 hereof,
which Warrants will be exercisable at any time commencing on the date of issuance thereof and through the fifth (5th) anniversary of the
Closing Date, in the form of Exhibit A attached hereto.


 


“Warrant Shares” means
the shares of Common Stock issuable upon exercise of the Warrants.


 


ARTICLE II.


PURCHASE AND SALE


 


2.1Closings. The Purchasers will purchase, and the Company agrees to sell to the
Purchasers, an aggregate of $5,000,000 in Subscription Amount of Securities in one or more Closings. Each Closing will occur no later
than five Business Days following the satisfaction or waiver of all applicable conditions to Closing as set forth in Section 2.3 below.
At each Closing, each Purchaser shall deliver to the Company, via (x) wire transfer or a certified
check of immediately available funds and/or (y) cancellation of outstanding indebtedness of the Company held by the Purchaser or its affiliates,
equal to such Purchaser’s Subscription Amount (as set forth on the signature page hereto executed by such Purchaser), and the Company
shall deliver to each Purchaser its respective Securities (as set forth on the signature page hereto executed by such Purchaser), and
the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the respective Closing. Upon satisfaction
or waiver of the covenants and conditions set forth in Sections 2.2 and 2.3 for each Closing, each Closing shall occur at the offices
of the Purchaser’s counsel or such other location as the parties shall mutually agree.


 


2.2Deliveries.


 


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


 


(i)this
Agreement duly executed by the Company;


 


(ii)a
certificate representing the number of shares of Common Stock in the amount for such Closing as set forth on
the signature page hereto executed by such Purchaser, which number shall be equal to (x) the Subscription Amount for such Closing,
divided (y) the Purchase Price;


 


(iii)a
Warrant to purchase the number of shares of Common Stock in the amount for such Closing as set forth on
the signature page hereto executed by such Purchaser, which number shall be equal to (x) the Subscription Amount for such Closing,
divided (y) the Purchase Price; and


 


(iv)a
certificate signed by an authorized officer of the Company, dated as of the applicable Closing Date, certifying that the conditions set
forth in Section 2.3(b)(i), (ii) and (v) have been satisfied.


 


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


 


(i)such
Purchaser’s Subscription Amount for such Closing by wire transfer to the account specified in writing by the Company.


 






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2.3Closing
Conditions.


 


(a)The
obligations of the Company hereunder in connection with each Closing are subject to the following conditions being met:


 


(i)the
accuracy in all material respects on the applicable Closing Date of the representations and warranties of the Purchasers contained herein
(unless as of a specific date therein, in which case they shall be accurate as of such date);


 


(ii)all
obligations, covenants and agreements of each Purchaser required to be performed at or prior to the applicable Closing Date shall have
been performed; and


 


(iii)the
delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement.


 


(b)The
respective obligations of the Purchasers hereunder in connection with each Closing are subject to the following conditions being met:


 


(i)the
accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect,
in all respects) when made and on the applicable Closing Date of the representations and warranties of the Company contained herein (unless
as of a specific date therein, in which case they shall be accurate as of such date);


 


(ii)all
obligations, covenants and agreements of the Company required to be performed at or prior to the applicable Closing Date shall have been
performed;


 


(iii)the
Company shall have received, and delivered to the Purchasers a copy of, a conditional approval of the listing of its shares of Common
Stock on the Nasdaq Capital Market, conditioned solely upon the consummation of the purchase and sale of Securities pursuant to this Agreement;


 


(iv)the
delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and


 


(v)there
shall have been no Material Adverse Effect with respect to the Company since the date hereof.


 


ARTICLE III.


REPRESENTATIONS AND WARRANTIES


 


3.1Representations
and Warranties of the Company. Except as set forth in the SEC Reports or the Disclosure Schedules, which SEC Reports and Disclosure
Schedules shall be deemed a part hereof and shall qualify any representation or otherwise made herein to the extent of the disclosure
contained in the corresponding section of the SEC Reports and Disclosure Schedules, the Company hereby makes the following representations
and warranties to each Purchaser:


 


(a)Subsidiaries.
All of the direct and indirect subsidiaries of the Company are set forth in Schedule 3.1(a). The Company owns, directly or indirectly,
all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding
shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights
to subscribe for or purchase securities. If the Company has no subsidiaries, all other references to the Subsidiaries or any of them in
the Transaction Documents shall be disregarded.


 






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(b)Organization
and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing
and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to
own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in
violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational
or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign
corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification
necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected
to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse
effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries,
taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis
its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”) and no Proceeding
has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority
or qualification.


 


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


 


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


 






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(e)Filings,
Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to,
or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection
with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the filings required pursuant
to Section 4.4 of this Agreement, (ii) the notice and/or application(s) to each applicable Trading Market for the issuance and sale of
the Securities and the listing of the Securities for trading thereon in the time and manner required thereby, and (iii) the filing of
Form D with the Commission and such filings as are required to be made under applicable state securities laws (collectively, the “Required
Approvals”).


 


(f)Issuance
of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction
Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens other than restrictions on transfer
provided for in the Transaction Documents. The Company has reserved from its duly authorized capital stock the maximum number of shares
of Common Stock issuable pursuant to this Agreement and the Warrants.


 


(g)Capitalization.
The capitalization of the Company as of the date hereof is as set forth in Schedule 3.1(g), which schedule shall also include the
number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. Except as set
forth on Schedule 3.1(g), the Company has not issued any capital stock since its most recently filed periodic report under the Exchange
Act, other than pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance of shares
of Common Stock to employees pursuant to the Company’s employee stock purchase plans and pursuant to the conversion and/or exercise
of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has
any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated
by the Transaction Documents. Except as set forth in Schedule 3.1(g) and except as a result of the purchase and sale of the Securities,
there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to,
or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe
for or acquire any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary
is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. The issuance and sale of the Securities
will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not
result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities.
Except for the outstanding Series A Preferred shares, there are no outstanding securities or instruments of the Company or any Subsidiary
that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the
Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. All of the outstanding shares
of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with
all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar
rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others
is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements
with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among
any of the Company’s stockholders.


 






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(h)SEC
Reports; Financial Statements. Except as set forth on Schedule 3.1(h), the Company has filed all reports, schedules, forms, statements
and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a)
or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation
to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being
collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of
filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports
complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC
Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein
or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The
Company has ceased to be an issuer subject to Rule 144(i) under the Securities Act, one year has elapsed from the time the Company has
filed current Form 10 information with the SEC and has filed all required annual and quarterly reports in the preceding 12 months period.
The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements
and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have
been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods
involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that
unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial
position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows
for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.


 


(i)Material
Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within
the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: (i) there has been no event,
occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has
not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course
of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements
pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the
Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or
made any agreements to purchase or redeem any shares of its capital stock, and (v) the Company has not issued any equity securities to
any officer, director or Affiliate, except pursuant to existing Company stock option and restricted stock plans. The Company does not
have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated
by this Agreement or as set forth on Schedule 3.1(i), no event, liability, fact, circumstance, occurrence or development has occurred
or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses,
properties, operations, assets or financial condition, that would be required to be disclosed by the Company under applicable securities
laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date
that this representation is made.


 


(j)Litigation.
Except as may be disclosed in the SEC Reports filed prior to the date hereof, there is no action, suit, inquiry, notice of violation,
proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or
any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal,
state, county, local or foreign) (collectively, an “Action”) which (i) adversely affects or challenges the legality, validity
or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, have or
reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof,
is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim
of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation
by the Commission involving the Company or any current or former director or officer of the Company. The Commission has not issued any
stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the
Exchange Act or the Securities Act.


 






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(k)Labor
Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company,
which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees
is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company
nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships
with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected
to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement
or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued
employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any
of the foregoing matters. The Company and its Subsidiaries are in compliance with all U.S. federal, state, local and foreign laws and
regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the
failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


(l)Compliance.
Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been waived
that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or
any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement
or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default
or violation has been waived), (ii) is in violation of any judgment, decree or order of any court, arbitrator or other governmental authority,
or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation
all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality
and safety and employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material Adverse
Effect.


 


(m)Regulatory
Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal,
state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports, except
where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (“Material Permits”),
and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of any Material
Permit.


 


(n)Title
to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them and good
and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each
case free and clear of all Liens, except for (i) Liens as may be disclosed in the SEC Reports, (ii) Liens as do not materially affect
the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and
the Subsidiaries, and (iii) Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made therefor
in accordance with GAAP and, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held
under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company
and the Subsidiaries are in compliance.


 






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


 


(p)Sarbanes-Oxley;
Internal Accounting Controls. The Company and the Subsidiaries are in compliance with any and all applicable requirements of the Sarbanes-Oxley
Act of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder
that are effective as of the date hereof and as of each Closing Date. Except as disclosed in the SEC Reports, the Company and the Subsidiaries
maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance
with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial
statements in conformity with 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 and the Subsidiaries have established disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such
disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits
under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules
and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company
and the Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date,
the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions
of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation
Date. Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined
in the Exchange Act) of the Company and its Subsidiaries that have materially affected, or is reasonably likely to materially affect,
the internal control over financial reporting of the Company and its Subsidiaries.


 


(q)Private
Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration
under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby.
The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.


 


(r)No
“Bad Actor” Disqualification. The Company has exercised reasonable care to determine whether any Company Covered Person
(as defined below) is subject to any of the “bad actor” disqualifications described in Rule 506(d)(1)(i) through (viii), as
modified by Rules 506(d)(2) and (d)(3), under the Securities Act (“Disqualification Events”). To the Company’s knowledge,
no Company Covered Person is subject to a Disqualification Event. The Company has complied, to the extent required, with any disclosure
obligations under Rule 506(e) under the Securities Act. For purposes of this Agreement, “Company Covered Persons” are those
persons specified in Rule 506(d)(1) under the Securities Act; provided, however, that Company Covered Persons do not include (a) any Purchaser,
or (b) any person or entity that is deemed to be an affiliated issuer of the Company solely as a result of the relationship between the
Company and any Purchaser.


 






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(s)Listing
and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company
has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common
Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating such registration.
Except as may be disclosed in the SEC Reports, the Company has not, in the 12 months preceding the date hereof, received notice from any
Trading Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance with the
listing or maintenance requirements of such Trading Market. The Company is, and has no reason to believe that it will not in the foreseeable
future continue to be, in compliance with all such listing and maintenance requirements. The Company has applied to have its shares of
Common Stock listed for trading on the Nasdaq Capital Market.


 


(t)No
Integrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, neither
the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales
of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to be
integrated with prior offerings by the Company for purposes of (i) the Securities Act which would require the registration of any such
securities under the Securities Act, or (ii) any applicable shareholder approval provisions of any Trading Market on which any of the
securities of the Company are listed or designated.


 


(u)Tax
Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material
Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all United States federal, state and local income and all
foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid
all taxes and other governmental assessments and charges that are material in amount, whether or not shown or determined to be due on
such returns, reports and declarations, and (iii) has set aside on its books provision reasonably adequate for the payment of all material
taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material
amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company or of any Subsidiary know of no
basis for any such claim.


 


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


 


(w) Certain
Fees. No brokerage or finder’s fees or commissions are or will be payable by the Company or any Subsidiary to any broker, financial
advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated
by the Transaction Documents. The Purchasers shall have no obligation with respect to any fees or with respect to any claims made by or
on behalf of other Persons for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated
by the Transaction Documents.


 






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(x) Investment
Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities, will not be
or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Company
shall conduct its business in a manner so that it will not become an “investment company” subject to registration under the
Investment Company Act of 1940, as amended.


 


3.2Representations
and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the
date hereof and as of each Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate
as of such date):


 


(a)Organization; Authority.
Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing under the laws
of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power
and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its
obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by such Purchaser of the
transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability
company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party has been duly
executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally
binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable
principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement
of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief
or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.


 


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


 


(c)Purchaser Status.
At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is either: (i) an “accredited investor”
as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified institutional buyer”
as defined in Rule 144A(a) under the Securities Act. If the Purchaser is an entity organized for the purpose of acquiring the Securities
offered pursuant to this Agreement, then each separate beneficial owner of equity securities or equity interests in such Purchaser entity
is either: (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities
Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act.


 


(d)Experience of Such
Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in
business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities,
and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment in the
Securities and, at the present time, is able to afford a complete loss of such investment.


 






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


 


The Company acknowledges and agrees
that the representations contained in Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s
representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document
or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transaction
contemplated hereby.


 


ARTICLE IV.


OTHER AGREEMENTS OF THE PARTIES


 


4.1Transfer
Restrictions.


 


(a)The Securities may
only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities other than pursuant
to an effective registration statement or Rule 144, to the Company or to an Affiliate or member, limited partner or other equityholder
of a Purchaser or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide
to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which
opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred
Securities under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of
this Agreement and shall have the rights and obligations of a Purchaser under this Agreement.


 


(b)The Purchasers agree
to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Securities in the following form:


 


THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES
AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED
INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


The Company acknowledges and agrees
that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security
interest in some or all of the Securities to a financial institution that is an “accredited investor” as defined in Rule 501(a)
under the Securities Act and, if required under the terms of such arrangement, such Purchaser may transfer pledged or secured Securities
to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of
legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required
of such pledge. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a
pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including, if
the Securities are registered under a registration statement, the preparation and filing of any required prospectus supplement under Rule
424(b)(3) under the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders
thereunder. The Company further acknowledges and agrees that a Purchaser may from time to time enter into any interest, currency exchange
rate, commodity price or other hedging arrangement in respect of its interests in any of the Securities, which arrangement would not be
subject to notice to or approval of the Company and no legal opinion of legal counsel of the Purchaser shall be required in connection
therewith.


 






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(c)Certificates evidencing
the Securities shall not contain any legend (including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement
covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Securities pursuant to Rule
144, (iii) if such Securities are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the
current public information required under Rule 144 as to such Securities and without volume or manner-of-sale restrictions, or (iv) if
such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements
issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent promptly after
the events described in clauses (i)-(iv) in the immediately preceding sentence if required by the Transfer Agent to effect the removal
of the legend hereunder. The Company agrees that following such time as such legend is no longer required under this Section 4.1(c), it
will, no later than two Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing
such Securities, as applicable, issued with a restrictive legend (or, in the case of Securities held in book-entry form, of a request
to remove the restrictive legend from such Securities) (such second Trading Day, the “Legend Removal Date”), deliver
or cause to be delivered to such Purchaser a certificate (or written confirmation from the Transfer Agent of a book-entry position) representing
such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions
to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4. Certificates, if any, for Securities subject
to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s
prime broker with the Depository Trust Company System as directed by such Purchaser.


 


(e)In addition to any
other rights available to the Purchasers, if the Company fails to cause the Transfer Agent to remove the restrictive legends from any
applicable Securities (the “Applicable Securities”) by the Legend Removal Date with respect thereto following the request
of a Purchaser in accordance with Section 4.1(c) above, and if after such date the applicable Purchaser is required by its broker to purchase
(in an open market transaction or otherwise) or such Purchaser’s brokerage firm otherwise purchases, shares of Common Stock to deliver
in satisfaction of a sale by such Purchaser of any Applicable Securities for which a restrictive legend is no longer required under Section
4.1(c) (a “Buy-In”), then the Company shall (A) pay in cash to the Purchaser the amount, if any, by which (x) the Purchaser’s
total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained
by multiplying (1) the number of Applicable Securities that the Company was required to remove restrictive legends from in connection
with the transfer at issue, times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B)
cause the Transfer Agent to remove the restrictive and other legends from such Applicable Securities as promptly as reasonably practicable.
For example, if the applicable Purchaser purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect
to an attempted sale of Applicable Securities with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause
(A) of the immediately preceding sentence the Company shall be required to pay such Purchaser $1,000. The applicable Purchaser shall provide
the Company written notice indicating the amounts payable to such Purchaser in respect of the Buy-In and, upon request of the Company,
evidence of the amount of such loss. Nothing herein shall limit any Purchaser’s right to pursue any other remedies available to
it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect
to the Company’s failure to timely remove the restrictive and other legends from applicable Securities following the request of
any Purchaser in accordance with Section 4.1(c) above by the Legend Removal Date with respect thereto, as required pursuant to the terms
hereof.


 






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4.2Furnishing
of Information; Public Information.


 


(a)The
Company agrees to cause the Common Stock to be registered under Section 12(g) of the Exchange Act. Thereafter, until the date on which
no Purchaser owns Securities, the Company covenants to maintain the registration of the Common Stock under Section 12(b) or 12(g) of the
Exchange Act and to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required
to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting
requirements of the Exchange Act.


 


(b)From the date hereof
and ending at such time that all of the Securities may be sold without the requirement for the Company to be in compliance with Rule 144(c)(1)
and otherwise without restriction or limitation pursuant to Rule 144, the Company shall satisfy the current public information requirement
under Rule 144(c).


 


4.3Integration.
The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section
2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration
under the Securities Act of the sale of the Securities or that would be integrated with the offer or sale of the Securities for purposes
of the rules and regulations of any Trading Market such that it would require shareholder approval prior to the closing of such other
transaction unless shareholder approval is obtained before the closing of such subsequent transaction.


 


4.4Securities
Laws Disclosure; Publicity. The Company shall promptly following the date hereof, (a) issue a press release disclosing the material
terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits
thereto, with the Commission within the time required by the Exchange Act. The Company and each Purchaser shall consult with each other
in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall
issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any
press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which
consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party
shall promptly provide the other party with prior notice of such public statement or communication. The Company shall not, and shall cause
each of its Subsidiaries and its and each of their respective officers, directors, employees, affiliates and agents, not to, provide any
Purchaser with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without
the express prior written consent of such Purchaser.


 


4.5Shareholder
Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any Purchaser
is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distribution
under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser
could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents
or under any other agreement between the Company and the Purchasers.


 






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4.6Use
of Proceeds. The Company shall use the proceeds from this offering for general corporate purposes.


 


4.7Reservation
and Listing of Securities. The Company shall, if applicable: (i) in the time and manner required by the principal Trading Market,
prepare and file with such Trading Market an additional shares listing application covering all of the Securities, (ii) take all steps
necessary to cause such shares of Common Stock to be approved for listing or quotation on such Trading Market as soon as possible thereafter,
(iii) provide to the Purchasers evidence of such listing or quotation, and (iv) maintain the listing or quotation of such Common Stock
on such date on such Trading Market or another Trading Market. The Company has applied to have its shares of Common Stock listed for trading
on the Nasdaq Capital Market and shall (A) take all steps necessary to cause the Common Stock to be approved for listing on the Nasdaq
Capital Market as soon as possible after the Closing Date, (B) provide to the Purchasers evidence of the completion of such listing process
and (C) make commercially reasonable best efforts to maintain the listing of the Common Stock on the Nasdaq Capital Market.


 


4.8Form
D; Blue Sky Filings. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation D and
to provide a copy thereof, promptly upon request of any Purchaser. The Company shall take such action as the Company shall reasonably
determine is necessary in order to obtain an exemption for, or to qualify the Securities for, sale to the Purchasers under applicable
securities or “Blue Sky” laws of the states of the United States, and shall provide evidence of such actions promptly upon
request of any Purchaser.


 


4.9Registration
Rights. The Company agrees to:


 


(a)file,
not later than the 60th day following the Closing, with the Commission a registration statement (the “Registration Statement”)
on Form S-1 or Form S-3 or other appropriate form relating to the resale by the Purchasers of all of the Registrable Securities. Subject
to the terms of this Agreement, the Company shall use its best efforts to cause the Registration Statement filed under this Agreement
to be declared effective under the Securities Act as promptly as possible after the filing thereof, and shall use its best efforts to
keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration
Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant
to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule
144, as set forth in a written opinion letter to such effect issued by counsel to the Company, addressed, delivered and acceptable to
the Transfer Agent (the “Effectiveness Period”);


 


(b)during
the Effectiveness Period, upon the request of any Purchaser (or eligible transferee thereof) following or in connection with a transfer
by the Purchaser of any Securities to its Affiliates, members, limited partners or other equityholders, prepare and file any required
prospectus supplement to the Registration Statement under Rule 424(b)(3) under the Securities Act or other applicable provision of the
Securities Act to appropriately amend the list of selling stockholders thereunder to include the distributees of the applicable Securities;


 


(c)during
the Effectiveness Period, advise the Purchasers, as expeditiously as possible:


 


(i)when
the Registration Statement or any amendment thereto has been filed with the Commission;


 






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(ii)after
it shall receive notice or obtain knowledge thereof, of the issuance by the Commission of any stop order suspending the effectiveness
of the Registration Statement or the initiation of any proceedings for such purpose;


 


(iii)of the receipt by the
Company of any notification with respect to the suspension of the qualification of the Registrable Securities included therein for sale
in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and


 


(iv)subject to the provisions
in this Agreement, of the occurrence of any event that requires the making of any changes in the Registration Statement or any prospectus
so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein
or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not
misleading.


 


Notwithstanding anything to the
contrary set forth herein, the Company shall not, when so advising the Purchasers of such events, provide any Purchaser with any material,
nonpublic information regarding the Company without the express prior written consent of such Purchaser other than to the extent that
providing notice to the Purchasers of the occurrence of the events listed in (i) through (iv) above constitutes material, nonpublic information
regarding the Company;


 


(d)during
the Effectiveness Period, use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of
the Registration Statement as soon as reasonably practicable;


 


(e)during
the Effectiveness Period, use its commercially reasonable efforts to as soon as reasonably practicable prepare a post-effective amendment
to such Registration Statement or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered
to purchasers of the Registrable Securities included therein, such prospectus will not include any untrue statement of a material fact
or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made,
not misleading;


 


(f)during
the Effectiveness Period, use its commercially reasonable efforts to allow the Purchasers to review disclosure regarding the Purchasers
in the Registration Statement; and


 


(g)during
the Effectiveness Period, otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested
by the Purchasers, consistent with the terms of this Agreement, in connection with the registration of the Registrable Securities.


 


(h)Indemnification.
To the extent permitted by law, the Company will indemnify and hold harmless each selling Purchaser, and the partners, members, officers,
directors, and stockholders of the Purchaser; legal counsel and accountants for the Purchaser; any underwriter (as defined in the Securities
Act) for the Purchasers; and each Person, if any, who controls the Purchasers or underwriter within the meaning of the Securities Act
or the Exchange Act, against any loss, damage, claim or liability (joint or several) to which a party hereto may become subject under
the Securities Act, the Exchange Act, or other federal or state law, insofar as such loss, damage, claim or liability (or any action in
respect thereof) arises out of or is based upon: (A) any untrue statement or alleged untrue statement of a material fact contained in
the Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements
thereto; (B) an omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the
statements therein not misleading; or (C) any violation or alleged violation by the indemnifying party (or any of its agents or Affiliates)
of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the
Exchange Act, or any state securities law (“Damages”), and the Company will pay to the Purchasers, underwriter, controlling
Person, or other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending
any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement
contained in this Section 4.09(h) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is
effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable for any
Damages to the extent that they arise out of or are based upon actions or omissions made in reliance upon and in conformity with written
information furnished by or on behalf of the Purchasers, underwriter, controlling Person, or other aforementioned Person expressly for
use in connection with the Registration Statement.


 






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4.10Amendment.
The Company and Fleur Capital (S) Pte Ltd (“Fleur Capital”) hereby agree that, effective and conditioned upon the Closing,
the definition of “Beneficial Ownership Limitation” in Section 2.4(a) of that certain Unsecured Convertible Promissory Note
of the Company to Fleur Capital, dated December 18, 2020, as replaced on January 3, 2022, shall be amended such that (a) the reference
to 4.99% therein shall be amended to read 9.99% and (b) the reference to 9.99% therein shall be amended to read 19.99%.


 


4.11Chicago
Board Options Exchange. The Company shall use its commercially reasonable efforts to, as promptly as practicable after the Closing
Date: (i) cause the Common Stock and the Company to satisfy the applicable criteria and guidelines set forth in Rule 4.3 (or any successor
thereto, in each case as modified or amended from time to time) of the rules, rule interpretations and policies, and regulations of the
Chicago Board Options Exchange (including any successor thereto, “CBOE”) for securities in respect of which put or call option
contracts are approved for listing and trading on the CBOE, (ii) upon satisfaction of such conditions, prepare and file with the CBOE
any application, or take such other actions, as may be necessary to cause options contracts in respect of the Common Stock (including
in respect of any Warrant Shares) to be approved for listing and trading on the CBOE, (iii) provide to the Purchasers evidence of such
approval, and (iv) maintain such approval for the listing and trading of options contracts in respect of the Common Stock on the CBOE.


 


ARTICLE V.


MISCELLANEOUS


 


5.1Termination.
This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever
on the obligations between the Company and the other Purchasers, by written notice to the other parties, if (x) the Closing has not been
consummated on or before August 31, 2022; provided, however, that no such termination will affect the right of any party
to sue for any breach by any other party (or parties).


 


5.2Fees
and Expenses. Except as expressly set forth in the Transaction Documents or any other writing to the contrary, each party shall pay
the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident
to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees
(including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company), stamp taxes
and other taxes and duties levied in connection with the delivery of any Securities to the Purchasers.


 


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


 






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


 


5.5Amendments;
Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in
the case of an amendment, by the Company and the Purchasers holding at least 67% in interest of the Securities then outstanding or, in
the case of a waiver, by the party against whom enforcement of any such waived provision is sought. No waiver of any default with respect
to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any
subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to
exercise any right hereunder in any manner impair the exercise of any such right.


 


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


 


5.7Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns.
The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of each Purchaser (other
than by merger). Any Purchaser may assign any or all of its rights under this Agreement to any Person to whom such Purchaser assigns or
transfers any such rights.


 


5.8No
Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted
assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.


 


5.9Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed
by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflicts
of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions
contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates,
directors, officers, shareholders, partners, members, employees or agents) shall be commenced in the state and federal courts sitting
in Denver, Colorado. Each party hereby irrevocably submits to the jurisdiction of the state and federal courts sitting in Denver, Colorado
for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein
(including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert
in any 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 improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service
of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified
mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and
agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be
deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action,
suit or proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such action, suit or proceeding
shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation,
preparation and prosecution of such action or proceeding.


 






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5.10Survival.
The representations and warranties contained herein shall survive each Closing and the delivery of the Securities.


 


5.11Execution.
This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that
the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery
of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose
behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original
thereof.


 


5.12Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force
and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts
to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.


 


5.13Rescission
and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of
the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and
the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may rescind or withdraw,
in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part
without prejudice to its future actions and rights.


 


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


 


5.15Remedies.
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Purchasers
and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may
not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and hereby
agree to waive and not to assert in any action for specific performance of any such obligation the defense that a remedy at law would
be adequate.


 






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5.16Payment
Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document or a Purchaser
enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part
thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required
to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including, without
limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such restoration
the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such
payment had not been made or such enforcement or setoff had not occurred.


 


5.17Independent
Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document are several and
not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance or non-performance
of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any other Transaction Document,
and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association,
a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group
with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser shall be entitled to independently
protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of the other Transaction
Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose.
Each Purchaser has been represented by its own separate legal counsel in its review and negotiation of the Transaction Documents. The
Company has elected to provide all Purchasers with the same terms and Transaction Documents for the convenience of the Company and not
because it was required or requested to do so by any of the Purchasers.


 


5.18Liquidated
Damages. The Company’s obligations to pay any partial liquidated damages or other amounts owing under the Transaction Documents
is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other amounts have been
paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages or other amounts are due
and payable shall have been canceled.


 


5.19Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted
herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.


 


5.20Construction.
The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction Documents
and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall
not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and every reference to
share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse and forward stock splits,
stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.


 


5.21WAIVER
OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH
KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY
WAIVES FOREVER TRIAL BY JURY. 


 


(Signature Pages Follow)


 


 




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


 


 


	 	 
	
    ASCENT SOLAR TECHNOLOGIES, INC.

     

     

     

    By: /s/ Victor Lee        

    Name: Victor Lee

    Title: Chief Executive Officer

     
	
    Address for Notice:

     

    12300 Grant Street

    Thornton, CO 80241

     

    Email: [****]

     

     

	
     

     
	 


 


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


[SIGNATURE PAGE FOR PURCHASER FOLLOWS]


 


 


 




    	  





    	 



    


[PURCHASER SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT]


 


 


IN WITNESS WHEREOF, the undersigned have
caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated
above.


Name of Purchaser:Lucro Investments VCC – ESG
Opportunities Fund


Signature of Authorized Signatory of Purchaser: ____________________________


Name of Authorized Signatory: Yap Chee Wee


Title of Authorized Signatory: Director


Email Address of Authorized Signatory: [****]


Facsimile Number of Authorized Signatory: NA


Address for Notice to Purchaser:


10 Anson Road, #16-06 International Plaza, Singapore 079903


Attn: Yap Chee Wee


 


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


 


	Closing:	Subscription Amount: $5,000,000
	 	 
	Closing:	943,397 Units consisting of:

       

      943,397 Shares of Common Stock, and 

1,415,095 Warrants for Shares
      of Common Stock

9.99% Beneficial Ownership Limitation




	 	 
	 	 






 








 


 


 


 




    	 



    	 



    

Exhibit A


 


Form of Warrant