Exhibit 10.1


 


EXECUTION VERSION


 


SECURITIES
PURCHASE AGREEMENT


 


This SECURITIES PURCHASE
AGREEMENT (the “Agreement”), dated as of August 9, 2022, is by and among Digital Health Acquisition Corp.,
a Delaware corporation with offices located at 980 N. Federal Hwy #304, Boca Raton, FL 33432 (the “Company”), and
each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively,
the “Buyers”).


 


RECITALS


 


A.            On
or prior to the date hereof, the Company has entered into that certain Amended and Restated Business Combination Agreement (as in effect
as of the date hereof, the “Business Combination Agreement”), with DHAC Merger Sub I, Inc., a Delaware corporation
(“Merger Sub I”), DHAC Merger Sub II, Inc., a Texas corporation (“Merger Sub II,” and together
with Merger Sub I, the “Merger Subs”), VSee Lab, Inc., a Delaware corporation (“VSee”), and
iDoc Virtual Telehealth Solutions, Inc., a Texas corporation (“iDoc,” and together with VSee, the “Target
Parties”), pursuant to which, prior to the Closing (as defined below), (a) (i) each share of VSee Preferred Stock
(as defined in the Business Combination Agreement) will be automatically converted into VSee Common Stock (as defined in the Business
Combination Agreement), (ii) Merger Sub I will merge with and into VSee (the “VSee Merger”), with VSee as the
surviving company in the VSee Merger and, after giving effect to the VSee Merger, VSee will be a wholly-owned Subsidiary of the Company,
(iii) each share of VSee Common Stock (including the shares of VSee Common Stock issued in connection with the conversion of VSee
Preferred Stock) will be automatically converted into the right to receive its merger consideration consisting of cash, Common Stock
(as defined below) and/or Convertible Notes (as defined in the Business Combination Agreement, the “Target Convertible Notes”)
and (b) (i) Merger Sub II will merge with and into iDoc (the “iDoc Merger,” and together with the VSee Merger,
the “Mergers”), with iDoc as the surviving company in the iDoc Merger and, after giving effect to the iDoc Merger,
iDoc will be a wholly-owned Subsidiary of the Company, and (ii) each share of iDoc Common Stock will be automatically converted
into the right to receive its merger consideration consisting of cash, Common Stock and/or Target Convertible Notes (the forgoing transactions,
collectively, the “Business Combination”).


 


B.            The
Company and each Buyer is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded
by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) of
Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”)
under the 1933 Act.


 


C.            The
Company has authorized a new series of senior secured convertible notes of the Company, in the aggregate original principal amount of
$10,600,000, substantially in the form attached hereto as Exhibit A (the “Notes”), which Notes
shall be convertible into shares of Common Stock (as defined below) (the shares of Common Stock issuable pursuant to the terms of the
Notes, including, without limitation, upon conversion or otherwise, collectively, the “Conversion Shares”), in accordance
with the terms of the Notes.


 






     


     


    

 


D.            Each
Buyer wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement, (i) a Note in
the aggregate original principal amount set forth opposite such Buyer’s name in column (3) on the Schedule of Buyers, and
(ii) a warrant to initially acquire up to that aggregate number of additional shares of Common Stock set forth opposite such Buyer’s
name in column (4) on the Schedule of Buyers, substantially in the form attached hereto as Exhibit B (the “Warrants”)
(as exercised, collectively, the “Warrant Shares”).


 


E.            At
the Closing, the parties hereto shall execute and deliver a Registration Rights Agreement, in the form attached hereto as Exhibit C
(the “Registration Rights Agreement”), pursuant to which the Company has agreed to provide certain registration
rights with respect to the Registrable Securities (as defined in the Registration Rights Agreement), under the 1933 Act and the rules and
regulations promulgated thereunder, and applicable state securities laws.


 


F.            The
Notes, the Conversion Shares, the Warrants and the Warrant Shares are collectively referred to herein as the “Securities.”


 


G.            The
Notes will rank senior to all outstanding and future indebtedness of the Company, and its Subsidiaries (as defined below) and the Notes
will be secured by a first priority perfected security interest in all of the existing and future assets of the Company and its direct
and indirect Subsidiaries, including a pledge of all of the capital stock of each of the Subsidiaries, as evidenced by (i) a security
agreement in the form attached hereto as Exhibit D (the “Security Agreement”), (ii) account
control agreements with respect to certain accounts described in the Note and the Security Agreement, in form and substance acceptable
to each Buyer, duly executed by the Company and each depositary bank (each, an “Controlled Account Bank”) in which
each such account is maintained (the “Controlled Account Agreements”, and together with the Security Agreement, the
Perfection Certificate (as defined below) and the other security documents and agreements entered into in connection with this Agreement
and each of such other documents and agreements, as each may be amended or modified from time to time, collectively, the “Security
Documents”), and (iii) a guaranty executed by each Subsidiary of the Company, in the form attached hereto as Exhibit E
(collectively, the “Guaranties”) pursuant to which each of them guarantees the obligations of the Company
under the Transaction Documents (as defined below).


 


AGREEMENT


 


NOW, THEREFORE, in consideration
of the premises and the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Company and each Buyer hereby agree as follows:


 


1.            PURCHASE
AND SALE OF NOTES AND WARRANTS.


 


(a)            Purchase
of Notes and Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company
shall issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees to purchase from the Company on the Closing Date
(as defined below) a Note in the original principal amount as is set forth opposite such Buyer’s name in column (3) on the
Schedule of Buyers along with Warrants to initially acquire up to that aggregate number of Warrant Shares as is set forth opposite such
Buyer’s name in column (4) on the Schedule of Buyers.


 






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(b)           Closing.
The closing (the “Closing”) of the purchase of the Notes and the Warrants by the Buyers shall occur at the offices
of Kelley Drye & Warren LLP, 3 World Trade Center, 175 Greenwich Street, New York, NY 10007. The date and time of the Closing
(the “Closing Date”) shall be 10:00 a.m., New York time, on the first (1st) Business Day on which the conditions to
the Closing set forth in Sections 6 and 7 below are satisfied or waived (or such other date as is mutually agreed to by the Company and
each Buyer). As used herein “Business Day” means any day other than Saturday, Sunday or other day on which commercial
banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification,
commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”,
 “non-essential employee”  or any other similar orders or restrictions or the closure of any physical branch locations
at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial
banks in The City of New York generally are open for use by customers on such day.


 


(c)            Purchase
Price. The aggregate purchase price for the Notes and the Warrants to be purchased by each Buyer (the “Purchase Price”)
shall be the amount set forth opposite such Buyer’s name in column (5) on the Schedule of Buyers. Each Buyer shall pay approximately
$943.40 for each $1,000 of principal amount of Notes and related Warrants to be purchased by such Buyer at the Closing. Each Buyer and
the Company agree that the Notes and the Warrants constitute an “investment unit” for purposes of Section 1273(c)(2) of
the Internal Revenue Code of 1986, as amended (the “Code”). The Buyers and the Company mutually agree that the allocation
of the issue price of such investment unit between the Notes and the Warrants in accordance with Section 1273(c)(2) of the
Code and Treasury Regulation Section 1.1273-2(h) shall be an aggregate amount allocated to the Warrants as the parties shall
mutually agree on or prior to the Closing Date and the balance of the Purchase Price allocated to the Notes, and neither the Buyers nor
the Company shall take any position inconsistent with such allocation in any tax return or in any judicial or administrative proceeding
in respect of taxes.


 


(d)           Form of
Payment. On the Closing Date, (i) each Buyer shall pay its respective Purchase Price (less, in the case of any Buyer, the amounts
withheld pursuant to Section 4(g)) to the Company for the Notes and the Warrants to be issued and sold to such Buyer at the Closing,
by wire transfer of immediately available funds in accordance with the Flow of Funds Letter (as defined below) and (ii) the Company
shall deliver to each Buyer (A) a Note in the aggregate original principal amount as is set forth opposite such Buyer’s name
in column (3) of the Schedule of Buyers, and (B) a Warrant pursuant to which such Buyer shall have the right to initially acquire
up to such aggregate number of Warrant Shares as is set forth opposite such Buyer’s name in column (4) of the Schedule of
Buyers, in each case, duly executed on behalf of the Company and registered in the name of such Buyer or its designee.


 


2.            BUYER’S
REPRESENTATIONS AND WARRANTIES.


 


Each Buyer, severally and
not jointly, represents and warrants to the Company with respect to only itself that, as of the date hereof and as of the Closing Date:


 






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(a)            Organization;
Authority. Such Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its
organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction
Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.


 


(b)            No
Public Sale or Distribution. Such Buyer (i) is acquiring its Note and Warrants, (ii) upon conversion of its Note will acquire
the Conversion Shares issuable upon conversion thereof, and (iii) upon exercise of its Warrants (other than pursuant to a Cashless
Exercise (as defined in the Warrants)) will acquire the Warrant Shares issuable upon exercise thereof, in each case, for its own account
and not with a view towards, or for resale in connection with, the public sale or distribution thereof in violation of applicable securities
laws, except pursuant to sales registered or exempted under the 1933 Act; provided, however, by making the representations herein, such
Buyer does not agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and
reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption
from registration under the 1933 Act. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with
any Person to distribute any of the Securities in violation of applicable securities laws. For purposes of this Agreement, “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,
any other entity and any Governmental Entity or any department or agency thereof.


 


(c)            Accredited
Investor Status. Such Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation
D.


 


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


 


(e)            Information.
Such Buyer and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the
Company and materials relating to the offer and sale of the Securities that have been requested by such Buyer. Such Buyer and its advisors,
if any, have been afforded the opportunity to ask questions of the Company. Neither such inquiries nor any other due diligence investigations
conducted by such Buyer or its advisors, if any, or its representatives shall modify, amend or affect such Buyer’s right to rely
on the Company’s representations and warranties contained herein. Such Buyer understands that its investment in the Securities
involves a high degree of risk. Such Buyer has sought such accounting, legal and tax advice as it has considered necessary to make an
informed investment decision with respect to its acquisition of the Securities.


 


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


 






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(g)            Transfer
or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereof:
(i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered
for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered
to the Company (if requested by the Company) an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that
such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration,
or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant
to Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”);
(ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144,
and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person
through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with
some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the
Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to
comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection
with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall
not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be
required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any
other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g).


 


(h)            Validity;
Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorized, executed and delivered on
behalf of such Buyer and shall constitute the legal, valid and binding obligations of such Buyer enforceable against such Buyer in accordance
with their respective terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable
creditors’ rights and remedies.


 


(i)            No
Conflicts. Except as set forth on Schedule 3(I)(d), the execution, delivery and performance by such Buyer of this Agreement and the
Registration Rights Agreement and the consummation by such Buyer of the transactions contemplated hereby and thereby will not (i) result
in a violation of the organizational documents of such Buyer, or (ii) conflict with, or constitute a default (or an event which
with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration
or cancellation of, any agreement, indenture or instrument to which such Buyer is a party, or (iii) result in a violation of any
law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to such Buyer, except in the
case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which could not, individually or in
the aggregate, reasonably be expected to have a material adverse effect on the ability of such Buyer to perform its obligations hereunder.


 






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(j)            Placement
Agent. Such Buyer acknowledges and agrees that neither the Placement Agent nor any Affiliate of the Placement Agent has provided
such Buyer with any information or advice with respect to the Securities nor is such information or advice necessary or desired. 
Neither the Placement Agent nor any Affiliate has made or makes any representation as to the Company or the quality of the Securities
and the Placement Agent and any Affiliate may have acquired non-public information with respect to the Company which such Buyer agrees
need not be provided to it.  In connection with the issuance of the Securities to such Buyer, neither the Placement Agent nor any
of its Affiliates has acted as a financial advisor or fiduciary to such Buyer.


 


3.            REPRESENTATIONS
AND WARRANTIES OF THE COMPANY.


 


(I)            General
Representations and Warranties. The Company represents and warrants to each of the Buyers that, as of the date hereof and as of the
Closing Date:


 


(a)            Organization
and Qualification. Each of the Company and each of its Subsidiaries are entities duly organized and validly existing and in good
standing under the laws of the jurisdiction in which they are formed, and have the requisite power and authority to own their properties
and to carry on their business as now being conducted and as presently proposed to be conducted. Each of the Company and each of its
Subsidiaries is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction in which its ownership
of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to
be so qualified or be in good standing would not reasonably be expected to have a Material Adverse Effect (as defined below). As used
in this Agreement, “Material Adverse Effect” means any material adverse effect on (i) the business, properties,
assets, liabilities, operations (including results thereof), condition (financial or otherwise) or prospects of the Company and each
of its Subsidiaries, taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or
any other agreements or instruments to be entered into in connection herewith or therewith or (iii) the authority or ability of
the Company or any of its Subsidiaries to perform any of their respective obligations under any of the Transaction Documents (as defined
below). Other than the Persons (as defined below) set forth on Schedule 3(I)(a), the Company has no Subsidiaries. “Subsidiaries”
means any Person in which the Company, directly or indirectly, (I) owns any of the outstanding capital stock or holds any equity
or similar interest of such Person or (II) controls or operates all or any part of the business, operations or administration of
such Person, and each of the foregoing, is individually referred to herein as a “Subsidiary.”


 






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(b)            Authorization;
Enforcement; Validity. Subject to the receipt of the written consent of its stockholders, the Company has the requisite power and
authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities
in accordance with the terms hereof and thereof. Subject to the receipt of the written consent of their respective stockholders, each
Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it
is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries, and
the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation,
the issuance of the Notes and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes
and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants)
have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of directors or other governing
body, as applicable (with respect to the Transaction Documents to which each of the Subsidiaries are a party thereto), and (other than
the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement,
a proxy statement with respect to the Business Combination, a Form D with the SEC and any other filings as may be required by any
state securities agencies, consents of their respective stockholders) no further filing, consent or authorization is required by the
Company, its Subsidiaries, their respective boards of directors (or other governing body) or their stockholders. This Agreement has been,
and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Company,
and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its
respective terms (assuming that this Agreement and the other Transaction Documents to which the Company is a party will be upon execution
thereof, as applicable, duly authorized, executed and delivered by the Buyers party hereto), except as such enforceability may be limited
by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating
to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification
and to contribution may be limited by federal or state securities law. Prior to the Closing and subject to the receipt of the written
consent of their respective stockholders, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered
by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiary, enforceable against each
such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity
or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the
enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited
by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants,
the Guaranties, the Security Documents, the Registration Rights Agreement, the Lock-Up Agreements (as defined below), the Irrevocable
Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the
parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.


 


(c)            Issuance
of Securities. The issuance of the Notes and the Warrants are duly authorized and upon issuance in accordance with the terms of the
Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages,
defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively
 “Liens”) with respect to the issuance thereof. As of the Closing, the Company shall have reserved from its duly authorized
capital stock not less than 200% of the sum of (i) the maximum number of Conversion Shares issuable upon conversion of the Notes
(assuming for purposes hereof that (x) the Notes are convertible at the Hard Floor Price (as defined in the Notes), (y) interest
on the Notes shall accrue through the eighteen month anniversary of the Closing Date and will be converted in shares of Common Stock
at a conversion price equal to the Hard Floor Price and (z) any such conversion shall not take into account any limitations on the
conversion of the Notes set forth in the Notes), and (ii) the maximum number of Warrant Shares initially issuable upon exercise
of the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Upon issuance or conversion
in accordance with the Notes or exercise in accordance with the Warrants (as the case may be), the Conversion Shares and the Warrant
Shares, respectively, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights
or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Subject
to the accuracy of the representations and warranties of the Buyers in this Agreement, the offer and issuance by the Company of the Securities
is exempt from registration under the 1933 Act.


 






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(d)            No
Conflicts. Except as set forth on Schedule 3(I)(d), the execution, delivery and performance of the Transaction Documents by the Company
and its Subsidiaries and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including,
without limitation, the issuance of the Notes, the Warrants, the Conversion Shares and the Warrant Shares and the reservation for issuance
of the Conversion Shares and the Warrant Shares) will not (i) result in a violation of the Certificate of Incorporation (as defined
below) (including, without limitation, any certificate of designation contained therein), Bylaws (as defined below), certificate of formation,
memorandum of association, articles of association, bylaws or other organizational documents of the Company or any of its Subsidiaries,
or any capital stock or other securities of the Company or any of its Subsidiaries, (ii) conflict with, or constitute a default
(or an event which with notice or lapse of time or both would become a default) in any respect under, or give to others any rights of
termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries
is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including, without limitation,
foreign, federal and state securities laws and regulations and the rules and regulations of the Nasdaq CapitalMarket (the “Principal
Market”) and including all applicable foreign, federal and state laws, rules and regulations) applicable to the Company
or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected.


 


(e)            Consents.
Neither the Company nor any Subsidiary is required to obtain any consent from, authorization or order of, or make any filing or registration
with (other than the filing with the SEC of one or more proxy statements with respect to the Business Combination, the filing with the
SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with
the SEC and any other filings as may be required by the Principal Market or any state securities agencies), any Governmental Entity (as
defined below) or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or perform any of
its respective obligations under or contemplated by the Transaction Documents, in each case, in accordance with the terms hereof or thereof.
All consents, authorizations, orders, filings and registrations which the Company or any Subsidiary is required to obtain pursuant to
the preceding sentence have been or will be obtained or effected on or prior to the Closing Date, and neither the Company nor any of
its Subsidiaries are aware of any facts or circumstances which might prevent the Company or any of its Subsidiaries from obtaining or
effecting any of the registration, application or filings contemplated by the Transaction Documents. The Company has complied in all
material respects with all applicable listing and corporate governance rules and regulations of the Principal Market and has no
actual knowledge of any facts or circumstances which could reasonably lead to delisting or suspension of the Common Stock in the foreseeable
future. “Governmental Entity” means any nation, state, county, city, town, village, district, or other political jurisdiction
of any nature, federal, state, local, municipal, foreign, or other government, governmental or quasi-governmental authority of any nature
(including any governmental agency, branch, department, official, or entity and any court or other tribunal), multi-national organization
or body; or body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing
authority or power of any nature or instrumentality of any of the foregoing, including any entity or enterprise owned or controlled by
a government or a public international organization or any of the foregoing.


 






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(f)            Acknowledgment
Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity
of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and
that no Buyer is (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as
defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner”
of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as
amended (the “1934 Act”)). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary
of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions
contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction
Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s purchase of the Securities.
The Company further represents to each Buyer that the Company’s and each Subsidiary’s decision to enter into the Transaction
Documents to which it is a party has been based solely on the independent evaluation by the Company, each Subsidiary and their respective
representatives.


 


(g)            No
General Solicitation; Placement Agent’s Fees. Neither the Company, nor any of its Subsidiaries or affiliates, nor any Person
acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation
D) in connection with the offer or sale of the Securities. The Company shall be responsible for the payment of any placement agent’s
fees, financial advisory fees, or brokers’ commissions (other than for Persons engaged by any Buyer or its investment advisor)
relating to or arising out of the transactions contemplated hereby, including, without limitation, placement agent fees payable to Roth
Capital Partners LLC and Brookline Capital Markets, a division of Arcadia Securities, LLC, as placement agent (collectively, the “Placement
Agent”) in connection with the sale of the Securities. The fees and expenses of the Placement Agent to be paid by the Company
or any of its Subsidiaries are as set forth on Schedule 3(I)(g) attached hereto. The Company shall pay, and hold each Buyer harmless
against, any liability, loss or expense (including, without limitation, reasonable attorney’s fees and out-of-pocket expenses)
arising in connection with any such claim. The Company acknowledges that it has engaged the Placement Agent in connection with the sale
of the Securities. Other than the Placement Agent, neither the Company nor any of its Subsidiaries has engaged any placement agent or
other agent in connection with the offer or sale of the Securities.


 






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(h)            No
Integrated Offering. None of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on their behalf has,
directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that
would require registration of the issuance of any of the Securities under the 1933 Act, whether through integration with prior offerings
or otherwise, or cause this offering of the Securities to require approval of stockholders of the Company for purposes of the 1933 Act
or under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange
or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company,
its Subsidiaries, their affiliates nor any Person acting on their behalf will take any action or steps that would require registration
of the issuance of any of the Securities under the 1933 Act (except as otherwise required by the Registration Rights Agreement) or cause
the offering of any of the Securities to be integrated with other offerings of securities of the Company.


 


(i)            Dilutive
Effect. The Company understands and acknowledges that the number of Conversion Shares and Warrant Shares will increase in the circumstances
described in the Notes and the Warrants. The Company further acknowledges that its obligation to issue the Conversion Shares pursuant
to the terms of the Notes in accordance with this Agreement and the Notes and the Warrant Shares upon exercise of the Warrants in accordance
with this Agreement, the Notes and the Warrants is, in each case, absolute and unconditional regardless of the dilutive effect that such
issuance may have on the ownership interests of other stockholders of the Company.


 


(j)            Application
of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order
to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation,
any distribution under a rights agreement), stockholder rights plan or other similar anti-takeover provision under the Certificate of
Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or
could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the
Company’s issuance of the Securities and any Buyer’s ownership of the Securities. The Company and its board of directors
have taken all necessary action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating
to accumulations of beneficial ownership of shares of Common Stock or a change in control of the Company or any of its Subsidiaries.


 






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(k)            SEC
Documents; Financial Statements. Since the Company’s initial public offering, the Company has timely filed all reports, schedules,
forms, proxy statements, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements
of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein and financial statements,
notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”).
The Company has made available to the Buyers or their respective representatives true, correct and complete copies of each of the SEC
Documents not available on the EDGAR system. As of their respective dates, the SEC Documents complied in all material respects with the
requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and
none of the SEC Documents, at the time they were filed with the SEC, 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. As of their respective dates, the financial statements of the Company included in the SEC
Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the
SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally
accepted accounting principles (“GAAP”), consistently applied, during the periods involved (except (i) as may
be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to
the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial
position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject,
in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate).
The reserves, if any, established by the Company or the lack of reserves, if applicable, are reasonable based upon facts and circumstances
known by the Company on the date hereof and there are no loss contingencies that are required to be accrued by the Statement of Financial
Accounting Standard No. 5 of the Financial Accounting Standards Board which are not provided for by the Company in its financial
statements or otherwise. No other information provided by or on behalf of the Company to any of the Buyers which is not included in the
SEC Documents (including, without limitation, information referred to in Section 2(e) of this Agreement or in the disclosure
schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order
to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not
currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of
the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”),
nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial
Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations
of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any
of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.


 


(l)            Absence
of Certain Changes. Since the date of the Company’s most recent audited financial statements contained in a Form 10-K,
there has been no material adverse change and no material adverse development in the business, assets, liabilities, properties, operations
(including results thereof), condition (financial or otherwise) or prospects of the Company or any of its Subsidiaries. Since the date
of the Company’s most recent audited financial statements contained in a Form 10-K, neither the Company nor any of its Subsidiaries
has (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, outside of the ordinary course
of business or (iii) made any capital expenditures, individually or in the aggregate, outside of the ordinary course of business.
Neither the Company nor any of its Subsidiaries has taken any steps to seek protection pursuant to any law or statute relating to bankruptcy,
insolvency, reorganization, receivership, liquidation or winding up, nor does the Company or any Subsidiary have any knowledge or reason
to believe that any of their respective creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any
fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are
not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be Insolvent
(as defined below). For purposes of this Section 3(I)(l), “Insolvent” means, (i) with respect to the Company
and its Subsidiaries, on a consolidated basis, (A) the present fair saleable value of the Company’s and its Subsidiaries’
assets is less than the amount required to pay the Company’s and its Subsidiaries’ total Indebtedness (as defined below),
(B) the Company and its Subsidiaries are unable to pay their debts and liabilities, subordinated, contingent or otherwise, as such
debts and liabilities become absolute and matured or (C) the Company and its Subsidiaries intend to incur or believe that they will
incur debts that would be beyond their ability to pay as such debts mature; and (ii) with respect to the Company and each Subsidiary,
individually, (A) the present fair saleable value of the Company’s or such Subsidiary’s (as the case may be) assets
is less than the amount required to pay its respective total Indebtedness, (B) the Company or such Subsidiary (as the case may be)
is unable to pay its respective debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute
and matured or (C) the Company or such Subsidiary (as the case may be) intends to incur or believes that it will incur debts that
would be beyond its respective ability to pay as such debts mature. Neither the Company nor any of its Subsidiaries has engaged in any
business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s or such
Subsidiary’s remaining assets constitute unreasonably small capital with which to conduct the business in which it is engaged as
such business is now conducted and is proposed to be conducted.


 






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(m)           No
Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability (other than liabilities incurred in connection
with the negotiation, preparation or execution of this Agreement or the other Transaction Documents, incurred in the ordinary course
of business, or with respect to the Company, as otherwise set forth in the Financial Statements), development or circumstance has occurred
or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective
businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would
be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the
SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) could have
a material adverse effect on any Buyer’s investment hereunder or (iii) could have a Material Adverse Effect.


 


(n)           Conduct
of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in violation of any term of or in default under
its Certificate of Incorporation, any certificate of designation, preferences or rights of any other outstanding series of preferred
stock of the Company or any of its Subsidiaries or Bylaws or their organizational charter, certificate of formation, memorandum of association,
articles of association, Certificate of Incorporation or certificate of incorporation or bylaws, respectively. Neither the Company nor
any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable
to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation
of any of the foregoing, except in all cases for possible violations which could not, individually or in the aggregate, have a Material
Adverse Effect. Without limiting the generality of the foregoing, the Company is not in material violation of any of the rules, regulations
or requirements of the Principal Market and has no actual knowledge of any facts or circumstances that could reasonably lead to delisting
or suspension of the Common Stock by the Principal Market in the foreseeable future. Since the Company’s initial public offering,
(i) the Common Stock has been listed or designated for quotation on the Principal Market, (ii) trading in the Common Stock
has not been suspended by the SEC or the Principal Market and (iii) to the Company’s knowledge, the Company has received no
communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the
Principal Market. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate
regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations
or permits would not have, individually or in the aggregate, a Material Adverse Effect, and to the knowledge of the Company and each
Subsidiary, neither the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification
of any such certificate, authorization or permit. There is no agreement, commitment, judgment, injunction, order or decree binding upon
the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party which has or would reasonably be
expected to have the effect of prohibiting or materially impairing any business practice of the Company or any of its Subsidiaries, any
acquisition of property by the Company or any of its Subsidiaries or the conduct of business by the Company or any of its Subsidiaries
as currently conducted other than such effects, individually or in the aggregate, which have not had and would not reasonably be expected
to have a Material Adverse Effect on the Company or any of its Subsidiaries.


 






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(o)            Foreign
Corrupt Practices. None of the Company, each Subsidiary, or, to the knowledge of the Company or each Subsidiary, any director, officer,
agent, employee, nor any other person acting for or on behalf of the foregoing (individually and collectively, a “Company Affiliate”)
have violated the U.S. Foreign Corrupt Practices Act (the “FCPA”) or any other applicable anti-bribery or anti-corruption
laws, nor has any Company Affiliate offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised
to give, or authorized the giving of anything of value, to any officer, employee or any other person acting in an official capacity for
any Governmental Entity to any political party or official thereof or to any candidate for political office (individually and collectively,
a “Government Official”) or to any person under circumstances where such Company Affiliate knew or was aware of a
high probability that all or a portion of such money or thing of value would be offered, given or promised, directly or indirectly, to
any Government Official, for the purpose of:


 


(i)            (A) influencing
any act or decision of such Government Official in his/her official capacity, (B) inducing such Government Official to do or omit
to do any act in violation of his/her lawful duty, (C) securing any improper advantage, or (D) inducing such Government Official
to influence or affect any act or decision of any Governmental Entity, or


 


(ii)            assisting
the Company or its Subsidiaries in obtaining or retaining business for or with, or directing business to, the Company or its Subsidiaries.


 


(p)            Sarbanes-Oxley
Act. The Company and each Subsidiary is in compliance, in all material respects, with any and all applicable requirements of the
Sarbanes-Oxley Act of 2002, as amended, and any and all applicable rules and regulations promulgated by the SEC thereunder.


 


(q)            Transactions
With Affiliates. Except as otherwise set forth on Schedule 3(I)(q), no current employee, partner, director, officer or stockholder
(direct or indirect) of the Company or its Subsidiaries, or any associate, or, to the knowledge of the Company, any affiliate of any
thereof, or any relative with a relationship no more remote than first cousin of any of the foregoing, is presently, or has ever been,
(i) a party to any transaction with the Company or its Subsidiaries (including any contract, agreement or other arrangement providing
for the furnishing of services by, or rental of real or personal property from, or otherwise requiring payments to, any such director,
officer or stockholder or such associate or affiliate or relative Subsidiaries (other than for ordinary course services as employees,
officers or directors of the Company or any of its Subsidiaries)) or (ii) the direct or indirect owner of an interest in any corporation,
firm, association or business organization which is a competitor, supplier or customer of the Company or its Subsidiaries (except for
a passive investment (direct or indirect) in less than 5% of the common stock of a company whose securities are traded on or quoted through
an Eligible Market (as defined in the Notes)), nor does any such Person receive income from any source other than the Company or its
Subsidiaries which relates to the business of the Company or its Subsidiaries or should properly accrue to the Company or its Subsidiaries.
No employee, officer, stockholder or director of the Company or any of its Subsidiaries or member of his or her immediate family is indebted
to the Company or its Subsidiaries, as the case may be, nor is the Company or any of its Subsidiaries indebted (or committed to make
loans or extend or guarantee credit) to any of them, other than (i) for payment of salary for services rendered, (ii) reimbursement
for reasonable expenses incurred on behalf of the Company, and (iii) for other standard employee benefits made generally available
to all employees or executives (including stock option agreements outstanding under any stock option plan approved by the Board of Directors
of the Company).


 






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(r)            Equity
Capitalization.


 


(i)            Definitions:


 


(A)            “Common
Stock” means (x) the Company’s shares of common stock, $0.0001 par value per share, and (y) any capital stock
into which such common stock shall have been changed or any share capital resulting from a reclassification of such common stock.


 


(B)            “Preferred
Stock” means (x) the Company’s blank check preferred stock, $0.0001 par value per share, the terms of which may
be designated by the board of directors of the Company in a certificate of designations and (y) any capital stock into which such
preferred stock shall have been changed or any share capital resulting from a reclassification of such preferred stock (other than a
conversion of such preferred stock into Common Stock in accordance with the terms of such certificate of designations).


 


(ii)            Authorized
and Outstanding Capital Stock. As of the date hereof, the authorized capital stock of the Company consists of (A) 50,000,000
shares of Common Stock, of which, 14,932,000 are issued and outstanding and 12,057,000 shares are reserved for issuance pursuant to Convertible
Securities (as defined below) (other than the Notes and the Warrants) exercisable or exchangeable for, or convertible into, shares of
Common Stock and (B) 1,000,000 shares of Preferred Stock, none of which are issued and outstanding. As of the date hereof, no shares
of Common Stock are held in the treasury of the Company. “Convertible Securities” means any capital stock or other
security of the Company or any of its Subsidiaries that is at any time and under any circumstances directly or indirectly convertible
into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security
of the Company (including, without limitation, Common Stock) or any of its Subsidiaries.


 






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(iii)            Valid
Issuance; Available Shares; Affiliates. As of the date hereof, all of the outstanding shares described in Section 3(I)(r)(ii) are
duly authorized and have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Schedule 3(I)(r)(iii) sets
forth the number of shares of Common Stock that are, as of the date hereof, (A) reserved for issuance pursuant to Convertible Securities
(as defined below) (other than the Notes and the Warrants) and (B) that are owned by Persons who are “affiliates” (as
defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least
10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are
 “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries. As of the date hereof, to
the Company’s knowledge, except as set forth in the SEC Documents, no Person owns 10% or more of the Company’s issued and
outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below), whether or
not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any
limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person
is a 10% stockholder for purposes of federal securities laws).


 


(iv)            Existing
Securities; Obligations. Except as disclosed on Schedule 3(I)(r)(iv) or in the SEC Documents: (A) none of the Company’s
or any Subsidiary’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered
or permitted by the Company or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls
or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for,
any shares, interests or capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements
by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the
Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever
relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of
the Company or any of its Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries
is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement);
(D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or
similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries
is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments
containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (F) neither the Company
nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.


 






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(v)            Organizational
Documents. The Company has furnished to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation,
as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s bylaws,
as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities and the
material rights of the holders thereof in respect thereto.


 


(s)            Indebtedness
and Other Contracts. Except as disclosed on Schedule 3(I)(s) or in the SEC Documents, neither the Company nor any
of its Subsidiaries, (i), has any outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents
or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is
or may become bound, (ii) is a party to any contract, agreement or instrument, the violation of which, or default under which, by
the other party(ies) to such contract, agreement or instrument could reasonably be expected to result in a Material Adverse Effect, (iii) has
any financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (iv) is
in violation of any term of, or in default under, any contract, agreement or instrument relating to any Indebtedness, except where such
violations and defaults would not result, individually or in the aggregate, in a Material Adverse Effect, or (v) is a party to any
contract, agreement or instrument relating to any Indebtedness, the performance of which, in the judgment of the Company’s or each
Subsidiary’s officers, as applicable, has or is expected to have a Material Adverse Effect. Neither the Company nor any of its
Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC
Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and
which, individually or in the aggregate, do not or could not have a Material Adverse Effect. For purposes of this Agreement: (x) “Indebtedness”
of any Person means, without duplication (A) all indebtedness for borrowed money, (B) all obligations issued, undertaken or
assumed as the deferred purchase price of property or services (including, without limitation, “capital leases” in accordance
with GAAP) (other than trade payables entered into in the ordinary course of business consistent with past practice), (C) all reimbursement
or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (D) all obligations evidenced
by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of
property, assets or businesses, (E) all indebtedness created or arising under any conditional sale or other title retention agreement,
or incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even
though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale
of such property), (F) all monetary obligations under any leasing or similar arrangement which, in connection with GAAP, consistently
applied for the periods covered thereby, is classified as a capital lease, (G) all indebtedness referred to in clauses (A) through
(F) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured
by) any Lien upon or in any property or assets (including accounts and contract rights) owned by any Person, even though the Person which
owns such assets or property has not assumed or become liable for the payment of such indebtedness, and (H) all Contingent Obligations
in respect of indebtedness or obligations of others of the kinds referred to in clauses (A) through (G) above; and (y) “Contingent
Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect
to any Indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such
liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or
discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in
whole or in part) against loss with respect thereto.


 






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(t)            Litigation.
There is no action, suit, arbitration, proceeding, inquiry or investigation before or by the Principal Market, any court, public board,
other Governmental Entity, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting
the Company or any of its Subsidiaries, the Common Stock or any of the Company’s or its Subsidiaries’ officers or directors,
whether of a civil or criminal nature or otherwise, in their capacities as such, except as set forth in Schedule 3(I)(t) or
in the SEC Documents. No director, officer or employee of the Company or any of its subsidiaries has willfully violated 18 U.S.C. §1519
or engaged in spoliation in reasonable anticipation of litigation. Without limitation of the foregoing, there has not been, and to the
knowledge of the Company, there is not pending or contemplated, any investigation by the SEC involving the Company, any of its Subsidiaries
or any current or former director or officer of the Company or any of its Subsidiaries. The SEC has not issued any stop order or other
order suspending the effectiveness of any registration statement filed by the Company under the 1933 Act or the 1934 Act. To the Company’s
knowledge, the Company is not aware of any fact which might result in or form the basis for any such action, suit, arbitration, investigation,
inquiry or other proceeding. Neither the Company nor any of its Subsidiaries is subject to any order, writ, judgment, injunction, decree,
determination or award of any Governmental Entity.


 


(u)            Insurance.
The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks
and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and its
Subsidiaries are engaged. Neither the Company nor any such Subsidiary has been refused any insurance coverage sought or applied for,
and neither the Company nor any such Subsidiary has any reason to believe that it will be unable to renew its existing insurance coverage
as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at
a cost that would not have a Material Adverse Effect.


 


(v)            Tax
Status. Except as otherwise set forth on Schedule 3(I)(v), the Company and each of its Subsidiaries (i) has timely made or filed
all foreign, federal and state income and all other tax returns, reports and declarations required by any jurisdiction to which it is
subject, (ii) has timely paid all taxes and other governmental assessments and charges that are material in amount, shown or determined
to be due on such returns, reports and declarations, except those being contested in good faith and (iii) has set aside on its books
provision reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations
apply. 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 and its Subsidiaries know of no basis for any such claim. The Company is not operated in such a manner as to qualify as
a passive foreign investment company, as defined in Section 1297 of the Code. The net operating loss carryforwards (“NOLs”)
for United States federal income tax purposes of the consolidated group of which the Company is the common parent, if any, shall not
be adversely effected by the transactions contemplated hereby. The transactions contemplated hereby do not constitute an “ownership
change” within the meaning of Section 382 of the Code, thereby preserving the Company’s ability to utilize such NOLs.


 






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(w)            Off
Balance Sheet Arrangements. There is no transaction, arrangement, or other relationship between the Company or any of its Subsidiaries
and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its 1934 Act filings and is
not so disclosed or that otherwise could be reasonably likely to have a Material Adverse Effect.


 


(x)            Internal
Accounting and Disclosure Controls. The Company and each of its Subsidiaries have established and maintained a system of internal
control over financial reporting (as such term is defined in Rule 13a-15(f) under the 1934 Act) that is effective to provide,
in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s general
or specific authorizations, and (ii) all transactions are recorded as necessary to permit preparation of financial statements in
conformity with GAAP and to maintain asset and liability accountability. The Company has established and maintains a system of disclosure
controls and procedures (as such term is defined in Rule 13a-15(e) under the 1934 Act) that is effective in all material respects
in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded,
processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation,
controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits
under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers
and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. Neither the
Company nor any of its Subsidiaries has received any notice or correspondence from any accountant, Governmental Entity or other Person
relating to any potential material weakness or significant deficiency in any part of the internal controls over financial reporting of
the Company or any of its Subsidiaries to the knowledge of the Company or any of its Subsidiaries, as applicable.


 


(y)            Illegal
or Unauthorized Payments; Political Contributions. Neither the Company nor any of its Subsidiaries nor, to the best of the Company’s
knowledge, any of the officers, directors, employees, agents or other representatives of the Company or any of its Subsidiaries or any
other business entity or enterprise with which the Company or any Subsidiary is or has been affiliated or associated, has, directly or
indirectly, made or authorized any payment, contribution or gift of money, property, or services, whether or not in contravention of
applicable law, (i) as a kickback or bribe to any Person or (ii) to any political organization, or the holder of or any aspirant
to any elective or appointive public office except for personal political contributions not involving the direct or indirect use of funds
of the Company or any of its Subsidiaries.


 


(z)            Money
Laundering. The Company and its Subsidiaries are in compliance in all material respects with, and have not previously violated, the
USA Patriot Act of 2001 and all other applicable U.S. and non-U.S. anti-money laundering laws and regulations, including, without limitation,
the laws, regulations and Executive Orders and sanctions programs administered by the U.S. Office of Foreign Assets Control, including,
but not limited, to (i) Executive Order 13224 of September 23, 2001 entitled, “Blocking Property and Prohibiting Transactions
With Persons Who Commit, Threaten to Commit, or Support Terrorism” (66 Fed. Reg. 49079 (2001)); and (ii) any regulations contained
in 31 CFR, Subtitle B, Chapter V.


 


(aa)     Management.
Except as set forth in Schedule 3(I)(aa) hereto, during the past five year period, no current or former officer or director
or, to the knowledge of the Company, no current ten percent (10%) or greater stockholder of the Company or any of its Subsidiaries has
been the subject of:


 






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(i)            a
petition under bankruptcy laws or any other insolvency or moratorium law or the appointment by a court of a receiver, fiscal agent or
similar officer for such Person, or any partnership in which such person was a general partner at or within two years before the filing
of such petition or such appointment, or any corporation or business association of which such person was an executive officer at or
within two years before the time of the filing of such petition or such appointment;


 


(ii)           a
conviction in a criminal proceeding or a named subject of a pending criminal proceeding (excluding traffic violations that do not relate
to driving while intoxicated or driving under the influence);


 


(iii)          any
order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily
enjoining any such person from, or otherwise limiting, the following activities:


 


(1)            Acting
as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction
merchant, any other person regulated by the United States Commodity Futures Trading Commission or an associated person of any of the
foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee
of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice
in connection with such activity;


 


(2)            Engaging
in any particular type of business practice; or


 


(3)            Engaging
in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of securities
laws or commodities laws;


 


(iv)           any
order, judgment or decree, not subsequently reversed, suspended or vacated, of any authority barring, suspending or otherwise limiting
for more than sixty (60) days the right of any such person to engage in any activity described in the preceding sub paragraph, or to
be associated with persons engaged in any such activity;


 


(v)            a
finding by a court of competent jurisdiction in a civil action or by the SEC or other authority to have violated any securities law,
regulation or decree and the judgment in such civil action or finding by the SEC or any other authority has not been subsequently reversed,
suspended or vacated; or


 


(vi)           a
finding by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal
commodities law, and the judgment in such civil action or finding has not been subsequently reversed, suspended or vacated.


 



    19


     


    

 


(bb)     No
Disagreements with Accountants and Lawyers.      There are no material
disagreements of any kind presently existing, or reasonably anticipated by the Company to arise, between the Company and the accountants
and lawyers formerly or presently employed by the Company and the Company is current with respect to any fees owed to its accountants
and lawyers which could affect the Company’s ability to perform any of its obligations under any of the Transaction Documents.
In addition, on or prior to the date hereof, the Company had discussions with its accountants about its financial statements previously
filed with the SEC. Based on those discussions, the Company has no reason to believe that it will need to restate any such financial
statements or any part thereof.


 


(cc)     No
Disqualification Events.      With respect to Securities to be offered
and sold hereunder in reliance on Rule 506(b) under the 1933 Act (“Regulation D Securities”), none of the
Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating
in the offering contemplated hereby, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities,
calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the 1933 Act) connected with
the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer
Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to
(viii) under the 1933 Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or
(d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.
The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the
Buyers a copy of any disclosures provided thereunder.


 


(dd)     Other
Covered Persons.      The Company is not aware of any Person (other
than the Placement Agent) that has been or will be paid (directly or indirectly) remuneration for solicitation of Buyers or potential
purchasers in connection with the sale of the Securities.


 


(ee)      No
Additional Agreements. The Company does not have any agreement or understanding with any Buyer with respect to the transactions contemplated
by the Transaction Documents other than as specified in the Transaction Documents.


 






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(ff)       Disclosure.
The Company confirms that neither it nor any other Person acting on its behalf has provided any of the Buyers or their agents or counsel
with any information that constitutes or could reasonably be expected to constitute material, non-public information concerning the Company
or any of its Subsidiaries, other than the existence of the transactions contemplated by this Agreement and the other Transaction Documents.
The Company understands and confirms that each of the Buyers will rely on the foregoing representations in effecting transactions in
securities of the Company. All written disclosure provided to the Buyers regarding the Company and its Subsidiaries, their businesses
and the transactions contemplated hereby, including the schedules to this Agreement, furnished by or on behalf of the Company or any
of its Subsidiaries is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.
The Company will use reasonable best efforts to cause all of the written information furnished after the date hereof by or on behalf
of the Company or any of its Subsidiaries to each Buyer pursuant to or in connection with this Agreement and the other Transaction Documents,
taken as a whole, to be true and correct in all material respects as of the date on which such information is so provided and to not
contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein,
in the light of the circumstances under which they were made, not misleading. No event or circumstance has occurred or information exists
with respect to the Company or any of its Subsidiaries or its or their business, properties, liabilities, prospects, operations (including
results thereof) or conditions (financial or otherwise), which, under applicable law, rule or regulation, requires public disclosure
at or before the date hereof or announcement by the Company but which has not been so publicly disclosed. All financial projections and
forecasts that have been prepared by or on behalf of the Company or any of its Subsidiaries and made available to you have been prepared
in good faith based upon reasonable assumptions and represented, at the time each such financial projection or forecast was delivered
to each Buyer, the Company’s best estimate of future financial performance (it being recognized that such financial projections
or forecasts are not to be viewed as facts and that the actual results during the period or periods covered by any such financial projections
or forecasts may differ from the projected or forecasted results). The Company acknowledges and agrees that no Buyer makes or has made
any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 2.


 


(II)            Additional
Target Parties Representations and Warranties. The Company, including each of the Target Parties, hereby represents and warrants
to each of the Buyers that, as of the Closing Date (or, solely with respect to Section 3(II)(a), as of the date hereof and as of
the Closing Date):


 


(a)            Target
Business Combination Representations. Each of the Target Parties hereby make the representations and warranties set forth in Section 3
of the Business Combination Agreement (subject to the Company Parties Disclosure Schedules (as defined in the Business Combination Agreement,
to the extent such Companies Parties Disclosure Schedules qualify an applicable representation or warrant)), which representations and
warranties and Company Parties Disclosure Schedules are hereby incorporated by reference herein, mutatis mutandis.


 


(b)            Employee
Relations. Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or employs any member
of a union. The Company and its Subsidiaries believe that their relations with their employees are good. Except as otherwise disclosed
on Schedule 3(II)(b), no executive officer (as defined in Rule 501(f) promulgated under the 1933 Act) or other key employee
of the Company or any of its Subsidiaries has notified the Company or any such Subsidiary that such officer intends to leave the Company
or any such Subsidiary or otherwise terminate such officer’s employment with the Company or any such Subsidiary. No current (or
former) executive officer or other key employee of the Company or any of its Subsidiaries is, or is now, to the knowledge of the Company
or any such Subsidiary, expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or
proprietary information agreement, non-competition agreement, or any other contract or agreement or any restrictive covenant, and the
continued employment of each such executive officer or other key employee (as the case may be) does not subject the Company or any of
its Subsidiaries to any material liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance
with all federal, state, local and foreign laws and regulations respecting labor, employment and employment practices and benefits, terms
and conditions of employment and wages and hours, except where failure to be in compliance would not, either individually or in the aggregate,
reasonably be expected to result in a Material Adverse Effect.


 






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(c)            Title.


 


(i)            Real
Property. The Company and its Subsidiaries do not own any real property. Each of the Company and its Subsidiaries holds good title
to all leases in real property, facilities (the “Real Property”) leased by the Company or any of its Subsidiaries
(as applicable). The Real Property is free and clear of all Liens and is not subject to any rights of way, building use restrictions,
exceptions, variances, reservations, or limitations of any nature except for (a) Liens for current taxes not yet due and (b) zoning
laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. Any Real Property
held under lease by the Company or any of its Subsidiaries are held by them under valid, subsisting and enforceable leases with such
exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company
or any of its Subsidiaries.


 


(ii)            Fixtures
and Equipment. Each of the Company and its Subsidiaries (as applicable) has good title to, or a valid leasehold interest in, the
material tangible personal property, equipment, improvements, fixtures, and other personal property and appurtenances that are used by
the Company or its Subsidiaries in connection with the conduct of its business (the “Fixtures and Equipment”). Subject
to normal wear and tear, the Fixtures and Equipment are structurally sound, are in good operating condition and repair, are adequate
for the uses to which they are being put, are not in need of maintenance or repairs except for ordinary, routine maintenance and repairs
and are sufficient for the conduct of the Company’s and/or its Subsidiaries’ businesses (as applicable) in the manner as
conducted immediately prior to the Closing. Each of the Company and its Subsidiaries owns all of its Fixtures and Equipment free and
clear of all Liens except for (a) liens for current taxes not yet due and (b) zoning laws and other land use restrictions that
do not impair the present or anticipated use of the property subject thereto.


 


(d)            Intellectual
Property Rights. The Company and its Subsidiaries own or possess adequate rights or licenses to use all trademarks, trade names,
service marks, service mark registrations, service names, original works of authorship, patents, patent rights, copyrights, inventions,
licenses, approvals, governmental authorizations, trade secrets and other intellectual property rights and all applications and registrations
therefor (“Intellectual Property Rights”) necessary to conduct their respective businesses as now conducted and presently
proposed to be conducted. Each of the patents owned by the Company or any of its Subsidiaries is listed on Schedule 3(II)(d). Except
as set forth in Schedule 3(II)(d), none of the Company’s Intellectual Property Rights have expired or terminated or have been abandoned
or are expected to expire or terminate or are expected to be abandoned, within three years from the date of this Agreement. The Company
does not have any knowledge of any infringement by the Company or its Subsidiaries of Intellectual Property Rights of others. There is
no written claim, action or proceeding being made or brought, or to the knowledge of the Company or any of its Subsidiaries, being threatened
in writing, against the Company or any of its Subsidiaries regarding its Intellectual Property Rights. Neither the Company nor any of
its Subsidiaries is aware of any facts or circumstances which might give rise to any of the foregoing infringements or claims, actions
or proceedings. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and
value of all of their Intellectual Property Rights.


 






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(e)            Environmental
Laws. (i) The Company and its Subsidiaries (A) are in compliance in all material respects with any and all Environmental
Laws (as defined below), (B) have received all permits, licenses or other approvals required of them under applicable Environmental
Laws to conduct their respective businesses and (C) are in compliance with all terms and conditions of any such permit, license
or approval where, in each of the foregoing clauses (A), (B) and (C), except where the failure to so comply could be reasonably
expected to have, individually or in the aggregate, a Material Adverse Effect. The term “Environmental Laws” means
all federal, state, local or foreign laws relating to pollution or protection of human health or the environment (including, without
limitation, ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws relating
to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic or hazardous substances or
wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes,
decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations
issued, entered, promulgated or approved thereunder.


 


(i)            To
the knowledge of the Company and its Subsidiaries, no Hazardous Materials:


 


(A)            have
been disposed of or otherwise released from any Real Property of the Company or any of its Subsidiaries in violation of any Environmental
Laws; or


 


(B)            are
present on, over, beneath, in or upon any Real Property or any portion thereof in quantities that would constitute a violation of any
Environmental Laws. No prior use by the Company or any of its Subsidiaries of any Real Property has occurred that violates any Environmental
Laws, which violation would have a material adverse effect on the business of the Company or any of its Subsidiaries.


 


(ii)            Neither
the Company nor any of its Subsidiaries knows of any other person who or entity which has stored, treated, recycled, disposed of or otherwise
located on any Real Property any Hazardous Materials, including, without limitation, such substances as asbestos and polychlorinated
biphenyls.


 


(iii)            None
of the Real Properties are on any federal or state “Superfund” list or Liability Information System (“CERCLIS”)
list or any state environmental agency list of sites under consideration for CERCLIS, nor subject to any environmental related Liens.


 


(f)            Subsidiary
Rights. The Company or one of its Subsidiaries (other than the Target Companies) has the unrestricted right to vote, and (subject
to limitations imposed by applicable law) to receive dividends and distributions on, all capital securities of its Subsidiaries (other
than the Target Companies) as owned by the Company or such Subsidiary.


 






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(g)            Investment
Company Status. The Company is not, and upon consummation of the sale of the Securities will not be, an “investment company,”
an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated
person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms
are defined in the Investment Company Act of 1940, as amended.


 


(h)            Acknowledgement
Regarding Buyers’ Trading Activity. Except as provided in Section 4(gg) below, it is understood and acknowledged by the
Company that (i) following the public disclosure of the transactions contemplated by the Transaction Documents, in accordance with
the terms thereof, none of the Buyers have been asked by the Company or any of its Subsidiaries to agree, nor has any Buyer agreed with
the Company or any of its Subsidiaries, to desist from effecting any transactions in or with respect to (including, without limitation,
purchasing or selling, long and/or short) any securities of the Company, or “derivative” securities based on securities issued
by the Company or to hold any of the Securities for any specified term; (ii) any Buyer, and counterparties in “derivative”
transactions to which any such Buyer is a party, directly or indirectly, presently may have a “short” position in the Common
Stock which was established prior to such Buyer’s knowledge of the transactions contemplated by the Transaction Documents; (iii) each
Buyer shall not be deemed to have any affiliation with or control over any arm’s length counterparty in any “derivative”
transaction; and (iv) each Buyer may rely on the Company’s obligation to timely deliver shares of Common Stock upon conversion,
exercise or exchange, as applicable, of the Securities as and when required pursuant to the Transaction Documents for purposes of effecting
trading in the Common Stock of the Company. Except as provided in Section 4(gg) below, the Company further understands and acknowledges
that following the public disclosure of the transactions contemplated by the Transaction Documents pursuant to the Press Release (as
defined below) one or more Buyers may engage in hedging and/or trading activities (including, without limitation, the location and/or
reservation of borrowable shares of Common Stock) at various times during the period that the Securities are outstanding, including,
without limitation, during the periods that the value and/or number of the Warrant Shares or Conversion Shares, as applicable, deliverable
with respect to the Securities are being determined and such hedging and/or trading activities (including, without limitation, the location
and/or reservation of borrowable shares of Common Stock), if any, can reduce the value of the existing stockholders’ equity interest
in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such
aforementioned hedging and/or trading activities do not constitute a breach of this Agreement, the Notes, the Warrants or any other Transaction
Document or any of the documents executed in connection herewith or therewith.


 


(i)             Manipulation
of Price. Neither the Company nor any of its Subsidiaries has, and, to the knowledge of the Company, no Person acting on their behalf
has, directly or indirectly, (i) taken any action designed to cause or to result in the stabilization or manipulation of the price
of any security of the Company or any of its Subsidiaries to facilitate the sale or resale of any of the Securities, (ii) sold,
bid for, purchased, or paid any compensation for soliciting purchases of, any of the Securities (other than the Placement Agent), (iii) paid
or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company or any of its
Subsidiaries or (iv) paid or agreed to pay any Person for research services with respect to any securities of the Company or any
of its Subsidiaries.


 






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(j)             U.S.
Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the
Securities are held by any of the Buyers, shall become, a U.S. real property holding corporation within the meaning of Section 897
of the Code, and the Company and each Subsidiary shall so certify upon any Buyer’s request.


 


(k)            Registration
Eligibility. The Company is eligible to register the Registrable Securities (defined in the Registration Rights Agreement) for resale
by the Buyers using Form S-1 promulgated under the 1933 Act.


 


(l)            Transfer
Taxes. On the Closing Date, all stock transfer or other taxes (other than income or similar taxes) which are required to be paid
in connection with the issuance, sale and transfer of the Securities to be sold to each Buyer 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 complied with.


 


(m)           Bank
Holding Company Act. Neither the Company nor any of its Subsidiaries is subject to the Bank Holding Company Act of 1956, as amended
(the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve”).
Neither the Company nor any of its Subsidiaries or affiliates owns or controls, directly or indirectly, five percent (5%) or more of
the outstanding shares of any class of voting securities or twenty-five percent (25%) or more of the total equity of a bank or any entity
that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries or affiliates exercises
a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the
Federal Reserve.


 


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


 


(o)            Public
Utility Holding Act. None of the Company nor any of its Subsidiaries is a “holding company,” or an “affiliate”
of a “holding company,” as such terms are defined in the Public Utility Holding Act of 2005.


 


(p)            Federal
Power Act. None of the Company nor any of its Subsidiaries is subject to regulation as a “public utility” under the Federal
Power Act, as amended.


 


(q)            Ranking
of Notes. No Indebtedness of the Company, at the Closing, will be senior to, or pari passu with, the Notes in right of payment,
whether with respect to payment or redemptions, interest, damages, upon liquidation or dissolution or otherwise.


 






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(r)            Cybersecurity.
The Company and its Subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software,
websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all
material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted,
to the Company’s knowledge, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other
corruptants that would reasonably be expected to have a Material Adverse Effect on the Company’s business. The Company and its
Subsidiaries have implemented and maintained commercially reasonable physical, technical and administrative controls, policies, procedures,
and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and
security of all IT Systems and data, including “Personal Data,” used in connection with their businesses. “Personal
Data” means (i) a natural person’s name, street address, telephone number, e-mail address, photograph, social security
number or tax identification number, driver’s license number, passport number, credit card number, bank information, or customer
or account number; (ii) any information which would qualify as “personally identifying information” under the Federal
Trade Commission Act, as amended; (iii) “personal data” as defined by the European Union General Data Protection Regulation
(“GDPR”) (EU 2016/679); (iv) any information which would qualify as “protected health information”
under the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and
Clinical Health Act (collectively, “HIPAA”); and (v) any other piece of information that allows the identification
of such natural person, or his or her family, or permits the collection or analysis of any data related to an identified person’s
health or sexual orientation. Since December 31, 2018, to the Company’s knowledge, there have been no breaches, violations,
outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the
duty to notify any other person or such, nor are there any incidents under internal review or investigations relating to the same except
in each case, where such would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
The Company and its Subsidiaries are presently in 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 Personal Data and to the protection of such IT Systems and Personal Data from unauthorized
use, access, misappropriation or modification except in each case, where such would not, either individually or in the aggregate, reasonably
be expected to result in a Material Adverse Effect.


 


(s)            Compliance
with Data Privacy Laws. The Company and its Subsidiaries are, and at all times after December 31, 2018 were, in compliance with
all applicable state and federal data privacy and security laws and regulations, including without limitation HIPAA, and the Company
and its Subsidiaries have taken commercially reasonable actions to prepare to comply with, and since May 25, 2018, have been and
currently are in compliance with, the GDPR (EU 2016/679) (collectively, the “Privacy Laws”) except in each case, where
such would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. To ensure compliance
with the Privacy Laws, the Company and its Subsidiaries have in place, comply with, and take appropriate steps reasonably designed to
ensure compliance in all material respects with their policies and procedures relating to data privacy and security and the collection,
storage, use, disclosure, handling, and analysis of Personal Data (the “Policies”). The Company and its Subsidiaries
have at all times made all disclosures to users or customers required by applicable Privacy Laws and regulatory rules or requirements,
and none of such disclosures made or contained in any Policy have, to the knowledge of the Company, been inaccurate or in violation of
any applicable laws and regulatory rules or requirements in any material respect. The Company further certifies that neither it
nor any Subsidiary: (i) has received written notice of any actual or potential liability under or relating to, or actual or potential
violation of, any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected to result in
any such notice; (ii) is currently conducting or paying for, in whole or in part, any investigation, remediation, or other corrective
action pursuant to any Privacy Law; or (iii) is a party to any order, decree, or written agreement that imposes any obligation or
liability under any Privacy Law.


 






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4.            COVENANTS.


 


(a)            Best
Efforts. Each Buyer shall use its best efforts to timely satisfy each of the covenants hereunder and conditions to be satisfied by
it as provided in Section 6 of this Agreement. The Company shall use its best efforts to timely satisfy each of the covenants hereunder
and conditions to be satisfied by it as provided in Section 7 of this Agreement.


 


(b)            Form D
and Blue Sky. The Company shall file a Form D with respect to the Securities as required under Regulation D and to provide a
copy thereof to each Buyer promptly after such filing. The Company shall, on or before the Closing Date, 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 Buyers at
the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States
(or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Buyers on or prior
to the Closing Date. Without limiting any other obligation of the Company under this Agreement, the Company shall timely make all filings
and reports relating to the offer and sale of the Securities required under all applicable securities laws (including, without limitation,
all applicable federal securities laws and all applicable “Blue Sky” laws), and the Company shall comply with all applicable
foreign, federal, state and local laws, statutes, rules, regulations and the like relating to the offering and sale of the Securities
to the Buyers.


 


(c)            Reporting
Status. Until the date on which the Buyers shall have sold all of the Registrable Securities (the “Reporting Period”),
the Company shall timely file all reports required to be filed with the SEC pursuant to the 1934 Act, and the Company shall not terminate
its status as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder
would no longer require or otherwise permit such termination. From the time Form S-3 is available to the Company for the registration
of the Registrable Securities, the Company shall take all actions necessary to maintain its eligibility to register the Registrable Securities
for resale by the Buyers on Form S-3.


 


(d)            Use
of Proceeds. The Company will use the proceeds from the sale of the Securities for the acquisition of the Target Parties further
to the Business Combination Agreement and for general corporate purposes, but not, directly or indirectly, for (i) except as set
forth on Schedule 4(d), the satisfaction of any indebtedness of the Company or any of its Subsidiaries, (ii) the redemption or repurchase
of any securities of the Company or any of its Subsidiaries, or (iii) the settlement of any outstanding litigation.


 






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(e)            Financial
Information. The Company agrees to send the following to each Investor (as defined in the Registration Rights Agreement) during the
Reporting Period (i) unless the following are filed with the SEC through EDGAR and are available to the public through the EDGAR
system, within one (1) Business Day after the filing thereof with the SEC, a copy of its Annual Reports on Form 10-K and Quarterly
Reports on Form 10-Q, any interim reports or any consolidated balance sheets, income statements, stockholders’ equity statements
and/or cash flow statements for any period other than annual, any Current Reports on Form 8-K and any registration statements (other
than on Form S-8) or amendments filed pursuant to the 1933 Act, (ii) unless the following are either filed with the SEC through
EDGAR or are otherwise widely disseminated via a recognized news release service (such as PR Newswire), on the same day as the release
thereof, e-mail copies of all press releases issued by the Company or any of its Subsidiaries and (iii) unless the following are
filed with the SEC through EDGAR, copies of any notices and other information made available or given to the stockholders of the Company
generally, contemporaneously with the making available or giving thereof to the stockholders.


 


(f)            Listing.
The Company shall promptly secure the listing or designation for quotation (as the case may be) of all of the Registrable Securities
upon each national securities exchange and automated quotation system, if any, upon which the Common Stock is then listed or designated
for quotation (as the case may be) (subject to official notice of issuance) and shall maintain such listing or designation for quotation
(as the case may be) of all Registrable Securities from time to time issuable under the terms of the Transaction Documents on such national
securities exchange or automated quotation system. The Company shall maintain the Common Stock’s listing or authorization for quotation
(as the case may be) on The New York Stock Exchange, the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market or the Nasdaq
Global Select Market (each, an “Eligible Market”). Neither the Company nor any of its Subsidiaries shall take any
action which could be reasonably expected to result in the delisting or suspension of the Common Stock on an Eligible Market. The Company
shall pay all fees and expenses in connection with satisfying its obligations under this Section 4(f).


 


(g)            Fees.
The Company shall reimburse the lead Buyer a non-accountable amount of $175,000 for the legal fees of outside counsel and disbursements
of Kelley Drye & Warren LLP, counsel to the lead Buyer, (the “Transaction Expenses”) and shall be withheld
by the lead Buyer from its Purchase Price at the Closing, less $50,000 previously paid by the Company to Kelley Drye & Warren
LLP; provided, that the Company shall promptly reimburse Kelley Drye & Warren LLP on demand for all Transaction Expenses not
so reimbursed through such withholding at the Closing. The Company shall be responsible for the payment of any placement agent’s
fees, financial advisory fees, Controlled Account Bank fees, transfer agent fees, DTC (as defined below) fees or broker’s commissions
(other than for Persons engaged by any Buyer) relating to or arising out of the transactions contemplated hereby (including, without
limitation, any fees or commissions payable to the Placement Agent, who is the Company’s sole placement agent in connection with
the transactions contemplated by this Agreement). The Company shall pay, and hold each Buyer harmless against, any liability, loss or
expense (including, without limitation, reasonable attorneys’ fees and out-of-pocket expenses) arising in connection with any claim
relating to any such payment. Except as otherwise set forth in the Transaction Documents, each party to this Agreement shall bear its
own expenses in connection with the sale of the Securities to the Buyers.


 






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(h)            Pledge
of Securities. Notwithstanding anything to the contrary contained in this Agreement, the Company acknowledges and agrees that the
Securities may be pledged by an Investor in connection with a bona fide margin agreement or other loan or financing arrangement that
is secured by the Securities. The pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder,
and no Investor effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any
delivery to the Company pursuant to this Agreement or any other Transaction Document, including, without limitation, Section 2(g) hereof;
provided that an Investor and its pledgee shall be required to comply with the provisions of Section 2(g) hereof in
order to effect a sale, transfer or assignment of Securities to such pledgee. The Company hereby agrees to execute and deliver such documentation
as a pledgee of the Securities may reasonably request in connection with a pledge of the Securities to such pledgee by a Buyer.


 


(i)            Disclosure
of Transactions and Other Material Information.


 


(i)            Disclosure
of Transaction. The Company shall, on or before 9:00 a.m., New York time, on the date of this Agreement, issue a press release
(the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated
by the Transaction Documents. On or before 9:00 a.m., New York time, on the date of this Agreement, the Company shall file a Current
Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required
by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules
to this Agreement), the form of Notes, the form of the Warrants, the form of Guaranties, the form of Lock-Up Agreements, the form of
Security Documents and the form of the Registration Rights Agreement) (including all attachments, the “8-K Filing”).
From and after the filing of the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided
to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in
connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing,
the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral,
between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the
one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate.


 






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(ii)            Limitations
on Disclosure. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers,
directors, employees and agents not to, provide any Buyer with any material, non-public information regarding the Company or any of its
Subsidiaries from and after the date hereof without the express prior written consent of such Buyer (which may be granted or withheld
in such Buyer’s sole discretion). In the event of a breach of any of the foregoing covenants, including, without limitation, Section 4(o) of
this Agreement, or any of the covenants or agreements contained in any other Transaction Document, by the Company, any of its Subsidiaries,
or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such
Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public
disclosure, in the form of a press release, public advertisement or otherwise, of such breach or such material, non-public information,
as applicable, without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors,
employees or agents. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers,
directors, employees, affiliates, stockholders or agents, for any such disclosure. To the extent that the Company delivers any material,
non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not
have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject
to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with
respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any
Buyer, to make the Press Release and any press release or other public disclosure with respect to such transactions (i) in substantial
conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided
that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public
disclosure prior to its release). Without the prior written consent of the applicable Buyer (which may be granted or withheld in such
Buyer’s sole discretion), the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name
of such Buyer in any filing, announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary
and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer shall
have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by
the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)),
any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the
Company or any of its Subsidiaries.


 


(j)            Additional
Registration Statements. Until the Applicable Date (as defined below) and at any time thereafter while any Registration Statement
is not effective or the prospectus contained therein is not available for use or any Current Public Information Failure (as defined in
the Registration Rights Agreement) exists, the Company shall not file a registration statement or an offering statement under the 1933
Act relating to securities that are not the Registrable Securities (other than a registration statement on Form S-8, a registration
statement with respect to a Permitted Equity Line or such supplements or amendments to registration statements that are outstanding and
have been declared effective by the SEC as of the date hereof (solely to the extent necessary to keep such registration statements effective
and available and not with respect to any Subsequent Placement)). “Applicable Date” means the earlier of (x) the
first date on which the resale by the Buyers of all the Registrable Securities required to be filed on the initial Registration Statement
(as defined in the Registration Rights Agreement) pursuant to the Registration Rights Agreement is declared effective by the SEC (and
each prospectus contained therein is available for use on such date) or (y) the first date on which all of the Registrable Securities
are eligible to be resold by the Buyers pursuant to Rule 144 (or, if a Current Public Information Failure has occurred and is continuing,
such later date after which the Company has cured such Current Public Information Failure).


 






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(k)            Additional
Issuance of Securities. So long as any Buyer beneficially owns any Notes, the Company will not, without the prior written consent
of the Required Holders, issue any Notes (other than to the Buyers as contemplated hereby) and the Company shall not issue any other
securities that would cause a breach or default under the Notes or the Warrants. Except as set forth on Schedule 4(k), the Company agrees
that for the period commencing on the date hereof and ending on the date immediately following the 90th Trading Day after
the Applicable Date (provided that such period shall be extended by the number of calendar days during such period and any extension
thereof contemplated by this proviso on which any Registration Statement is not effective or any prospectus contained therein is not
available for use or any Current Public Information Failure exists) (the “Restricted Period”), neither the Company
nor any of its Subsidiaries shall directly or indirectly issue, offer, sell, grant any option or right to purchase, or otherwise dispose
of (or announce any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity security or any
equity-linked or related security (including, without limitation, any “equity security” (as that term is defined under Rule 405
promulgated under the 1933 Act), any Convertible Securities (as defined below), any debt, any preferred stock or any purchase rights)
(any such issuance, offer, sale, grant, disposition or announcement (whether occurring during the Restricted Period or at any time thereafter)
is referred to as a “Subsequent Placement”). Notwithstanding the foregoing, this Section 4(k) shall not
apply in respect of the issuance of any Excluded Securities (as defined in the Warrants).


 


(l)            Reservation
of Shares. So long as any of the Notes or Warrants remain outstanding, the Company shall take all action necessary to at all times
have authorized, and reserved for the purpose of issuance, no less than 200% of the sum of (i) the maximum number of shares of Common
Stock issuable upon conversion of all the Notes then outstanding (assuming for purposes hereof that (x) the Notes are convertible
at the Hard Floor Price, (y) interest on the Notes shall accrue through the eighteen anniversary of the Closing Date and will be
converted in shares of Common Stock at a conversion price equal to the Hard Floor Price and (z) any such conversion shall not take
into account any limitations on the conversion of the Notes set forth in the Notes), and (ii) the maximum number of Warrant Shares
issuable upon exercise of all the Warrants then outstanding (without regard to any limitations on the exercise of the Warrants set forth
therein) (collectively, the “Required Reserve Amount”); provided that at no time shall the number of shares of Common
Stock reserved pursuant to this Section 4(l) be reduced other than proportionally in connection with any conversion, exercise
and/or redemption, as applicable of Notes and Warrants. If at any time the number of shares of Common Stock authorized and reserved for
issuance is not sufficient to meet the Required Reserve Amount, the Company will as promptly as reasonably practicable take all corporate
action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of
stockholders to authorize additional shares to meet the Company’s obligations pursuant to the Transaction Documents, in the case
of an insufficient number of authorized shares, obtain stockholder approval of an increase in such authorized number of shares, and voting
the management shares of the Company in favor of an increase in the authorized shares of the Company to ensure that the number of authorized
shares is sufficient to meet the Required Reserve Amount.


 


(m)            Conduct
of Business. The business of the Company and its Subsidiaries shall not be conducted in violation of any law, ordinance or regulation
of any Governmental Entity, except where such violations would not reasonably be expected to result, either individually or in the aggregate,
in a Material Adverse Effect.


 






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(n)            Other
Notes; Variable Securities. So long as any Notes remain outstanding, the Company and each Subsidiary shall be prohibited from effecting
or entering into an agreement to effect any Subsequent Placement involving a Variable Rate Transaction (other than an equity line of
credit with 3i, LP or any of its affiliates) (each, a “Permitted Equity Line”). “Variable Rate Transaction”
means a transaction in which the Company or any Subsidiary (i) issues or sells any Convertible Securities either (A) at a conversion,
exercise or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the shares of
Common Stock at any time after the initial issuance of such Convertible Securities, or (B) with a conversion, exercise or exchange
price that is subject to being reset at some future date after the initial issuance of such Convertible Securities or upon the occurrence
of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock, other
than pursuant to a customary “weighted average” anti-dilution provision or (ii) enters into any agreement (including,
without limitation, an equity line of credit or an “at-the-market” offering) whereby the Company or any Subsidiary may sell
securities at a future determined price (other than standard and customary “preemptive” or “participation” rights).
Each Buyer shall be entitled to obtain injunctive relief against the Company and its Subsidiaries to preclude any such issuance, which
remedy shall be in addition to any right to collect damages.


 


(o)            Participation
Right. At any time after the date hereof through, and including, (x) with respect to the Buyer’s right to purchase Additional
Offering Securities further to an Additional Offering (as each term is defined below) the earlier to occur of (I) the first anniversary
of the date hereof and (II) the date of the consummation of one or more Subsequent Placements with the Buyers on terms identical
to the Transaction Documents in all material respects with an aggregate purchase price of at least $10 million (the “Additional
Offering”, and the securities thereof, the “Additional Offering Securities”) and (y) with respect to
Buyer’s right to particpate in a Subsequent Placement other than an Additional Offering the earlier to occur of (I) the Maturity
Date of the Notes, (II) the date all principal and interest due and owing under the Notes is either converted into Common Stock
and/or repaid in full and (III) the date of the consummation of a Subsequent Placement by the Company with gross proceeds, paid
in cash, of at least $5,000,000, in either case, neither the Company nor any of its Subsidiaries shall, directly or indirectly, effect
any Subsequent Placement unless the Company shall have first complied with this Section 4(o). The Company acknowledges and agrees
that the right set forth in this Section 4(o) is a right granted by the Company, separately, to each Buyer.


 






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(i)            At
least five (5) Trading Days prior to any proposed or intended Subsequent Placement, the Company shall deliver to each Buyer a written
notice (each such notice, a “Pre-Notice”), which Pre-Notice shall not contain any information (including, without
limitation, material, non-public information) other than: (A) if the proposed Offer Notice (as defined below) constitutes or contains
material, non-public information, a statement asking whether the Investor is willing to accept material non-public information or (B) if
the proposed Offer Notice does not constitute or contain material, non-public information, (x) a statement that the Company proposes
or intends to effect a Subsequent Placement, (y) a statement that the statement in clause (x) above does not constitute material,
non-public information and (z) a statement informing such Buyer that it is entitled to receive an Offer Notice (as defined below)
with respect to such Subsequent Placement upon its written request. Upon the written request of a Buyer within three (3) Trading
Days after the Company’s delivery to such Buyer of such Pre-Notice, and only upon a written request by such Buyer, the Company
shall promptly, but no later than one (1) Trading Day after such request, deliver to such Buyer an irrevocable written notice (the
 “Offer Notice”) of any proposed or intended issuance or sale or exchange (the “Offer”) of the securities
being offered (the “Offered Securities”) in a Subsequent Placement, which Offer Notice shall (A) identify and
describe the Offered Securities, (B) describe the price and other terms upon which they are to be issued, sold or exchanged, and
the number or amount of the Offered Securities to be issued, sold or exchanged, (C) identify the Persons (if known) to which or
with which the Offered Securities are to be offered, issued, sold or exchanged and (D) offer to issue and sell to or exchange with
such Buyer in accordance with the terms of the Offer such Buyer’s pro rata portion of (x) 100% of the Offered Securities with
respect to an Additional Offering and (y) 25% of the Offered Securities with respect to any other Subsequent Placement, provided
that the number of Offered Securities which such Buyer shall have the right to subscribe for under this Section 4(o) shall
be (x) based on such Buyer’s pro rata portion of the aggregate original principal amount of the Notes purchased hereunder
by all Buyers (the “Basic Amount”), and (y) with respect to each Buyer that elects to purchase its Basic Amount,
any additional portion of the Offered Securities attributable to the Basic Amounts of other Buyers as such Buyer shall indicate it will
purchase or acquire should the other Buyers subscribe for less than their Basic Amounts (the “Undersubscription Amount”),
which process shall be repeated until each Buyer shall have an opportunity to subscribe for any remaining Undersubscription Amount. Notwithstanding
the foregoing, at any time prior to the first anniversary of the date hereof, if the Company shall not have consummated an Additional
Offering on or prior to such date of determination and the Company delivers an Offer Notice to any Buyer, each Buyer may, in lieu of
subscribing for the Offered Securities, acquire Additional Offering Securities in one or more Additional Offerings until such time as
the Company shall have received at least $10 million in aggregate proceeds with respect thereto.


 


(ii)            To
accept an Offer, in whole or in part, such Buyer must deliver a written notice to the Company prior to the end of the fifth (5th)
Business Day after such Buyer’s receipt of the Offer Notice (the “Offer Period”), setting forth the portion
of such Buyer’s Basic Amount that such Buyer elects to purchase and, if such Buyer shall elect to purchase all of its Basic Amount,
the Undersubscription Amount, if any, that such Buyer elects to purchase (in either case, the “Notice of Acceptance”).
If the Basic Amounts subscribed for by all Buyers are less than the total of all of the Basic Amounts, then each Buyer who has set forth
an Undersubscription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for,
the Undersubscription Amount it has subscribed for; provided, however, if the Undersubscription Amounts subscribed for exceed the difference
between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “Available Undersubscription Amount”),
each Buyer who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription
Amount as the Basic Amount of such Buyer bears to the total Basic Amounts of all Buyers that have subscribed for Undersubscription Amounts,
subject to rounding by the Company to the extent it deems reasonably necessary. Notwithstanding the foregoing, if the Company desires
to modify or amend the terms and conditions of the Offer prior to the expiration of the Offer Period, the Company may deliver to each
Buyer a new Offer Notice and the Offer Period shall expire on the fifth (5th) Business Day after such Buyer’s receipt
of such new Offer Notice.


 






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(iii)            The
Company shall have five (5) Business Days from the expiration of the Offer Period above (A) to offer, issue, sell or exchange
all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by a Buyer (the “Refused Securities”)
pursuant to a definitive agreement(s) (the “Subsequent Placement Agreement”), but only to the offerees described
in the Offer Notice (if so described therein) and only upon terms and conditions (including, without limitation, unit prices and interest
rates) that are not more favorable to the acquiring Person or Persons or less favorable to the Company than those set forth in the Offer
Notice and (B) to publicly announce (x) the execution of such Subsequent Placement Agreement, and (y) either (I) the
consummation of the transactions contemplated by such Subsequent Placement Agreement or (II) the termination of such Subsequent
Placement Agreement, which shall be filed with the SEC on a Current Report on Form 8-K with such Subsequent Placement Agreement
and any documents contemplated therein filed as exhibits thereto.





 


(iv)            In
the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms
specified in Section 4(o)(iii) above), then each Buyer may, at its sole option and in its sole discretion, withdraw its Notice
of Acceptance or reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall
be not less than the number or amount of the Offered Securities that such Buyer elected to purchase pursuant to Section 4(o)(ii) above
multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes
to issue, sell or exchange (including Offered Securities to be issued or sold to Buyers pursuant to this Section 4(o) prior
to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event that any
Buyer so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue,
sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered
to the Buyers in accordance with Section 4(o)(i) above.


 


(v)            Upon
the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, such Buyer shall acquire from the Company,
and the Company shall issue to such Buyer, the number or amount of Offered Securities specified in its Notice of Acceptance, as reduced
pursuant to Section 4(o)(iv) above if such Buyer has so elected, upon the terms and conditions specified in the Offer. The
purchase by such Buyer of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and
such Buyer of a separate purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to such
Buyer and its counsel.


 


(vi)            Any
Offered Securities not acquired by a Buyer or other Persons in accordance with this Section 4(o) may not be issued, sold or
exchanged until they are again offered to such Buyer under the procedures specified in this Agreement.


 


(vii)            The
Company and each Buyer agree that if any Buyer elects to participate in the Offer, (x) neither the Subsequent Placement Agreement
with respect to such Offer nor any other transaction documents related thereto (collectively, the “Subsequent Placement Documents”)
shall include any term or provision whereby such Buyer shall be required to agree to any restrictions on trading as to any securities
of the Company or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in
connection with, any agreement previously entered into with the Company or any instrument received from the Company, and (y) any
registration rights set forth in such Subsequent Placement Documents shall be similar in all material respects to the registration rights
contained in the Registration Rights Agreement.


 






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(viii)            Notwithstanding
anything to the contrary in this Section 4(o) and unless otherwise agreed to by such Buyer, the Company shall either confirm
in writing to such Buyer that the transaction with respect to the Subsequent Placement has been abandoned or shall publicly disclose
its intention to issue the Offered Securities, in either case, in such a manner such that such Buyer will not be in possession of any
material, non-public information, by the fifth (5th) Business Day following delivery of the Offer Notice. If by such fifth
(5th) Business Day, no public disclosure regarding a transaction with respect to the Offered Securities has been made, and
no notice regarding the abandonment of such transaction has been received by such Buyer, such transaction shall be deemed to have been
abandoned and such Buyer shall not be in possession of any material, non-public information with respect to the Company or any of its
Subsidiaries. Should the Company decide to pursue such transaction with respect to the Offered Securities, the Company shall provide
such Buyer with another Offer Notice and such Buyer will again have the right of participation set forth in this Section 4(o). The
Company shall not be permitted to deliver more than one such Offer Notice to such Buyer in any sixty (60) day period, except as expressly
contemplated by the last sentence of Section 4(o)(ii).


 


(ix)            The
restrictions contained in this Section 4(o) shall not apply in connection with the issuance of any Excluded Securities. The
Company shall not circumvent the provisions of this Section 4(o) by providing terms or
conditions to one Buyer that are not provided to all.


 


(p)            Dilutive
Issuances. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, enter into or affect any
Dilutive Issuance (as defined in the Notes) if the effect of such Dilutive Issuance is to cause the Company to be required to issue upon
conversion of any Notes or exercise of any Warrant any shares of Common Stock in excess of that number of shares of Common Stock which
the Company may issue upon conversion of the Notes and exercise of the Warrants without breaching the Company’s obligations under
the rules or regulations of the Principal Market.


 


(q)            Passive
Foreign Investment Company. The Company shall conduct its business, and shall cause its Subsidiaries to conduct their respective
businesses, in such a manner as will ensure that the Company will not be deemed to constitute a passive foreign investment company within
the meaning of Section 1297 of the Code.


 


(r)            Restriction
on Redemption and Cash Dividends. So long as any Notes are outstanding, the Company shall not, directly or indirectly, redeem, or
declare or pay any cash dividend or distribution on, any securities of the Company without the prior express written consent of the Buyers.


 






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(s)            Corporate
Existence. So long as any Buyer beneficially owns any Notes or Warrants, the Company shall not be party to any Fundamental Transaction
(as defined in the Notes) unless the Company is in compliance with the applicable provisions governing Fundamental Transactions set forth
in the Notes and the Warrants.


 


(t)            Stock
Splits. Until the earlier of (i) one year from the closing date or (ii) until the Notes and all notes issued pursuant to
the terms thereof are no longer outstanding, the Company shall not effect any stock combination, reverse stock split or other similar
transaction (or make any public announcement or disclosure with respect to any of the foregoing) without the prior written consent of
the Required Holders (as defined below), other than one stock split in connection with the uplisting of the Common Stock to an Eligible
Market other than the Principal Market or as necessary to comply with the continued listing requirements under the rules or regulations
of the Principal Market.


 


(u)            Conversion
and Exercise Procedures. Each of the form of Exercise Notice (as defined in the Warrants) included in the Warrants and the form of
Conversion Notice (as defined in the Notes) included in the Notes set forth the totality of the procedures required of the Buyers in
order to exercise the Warrants or convert the Notes. Except as provided in Section 5(d), no additional legal opinion, other information
or instructions shall be required of the Buyers to exercise their Warrants or convert their Notes. The Company shall honor exercises
of the Warrants and conversions of the Notes and shall deliver the Conversion Shares and Warrant Shares in accordance with the terms,
conditions and time periods set forth in the Notes and Warrants.


 


(v)            Collateral
Agent. Each Buyer hereby (i) appoints 3i, LP, as the collateral agent hereunder and under the other Security Documents (in such
capacity, the “Collateral Agent”), and (ii) authorizes the Collateral Agent (and its officers, directors, employees
and agents) to take such action on such Buyer’s behalf in accordance with the terms hereof and thereof. The Collateral Agent shall
not have, by reason hereof or any of the other Security Documents, a fiduciary relationship in respect of any Buyer. Neither the Collateral
Agent nor any of its officers, directors, employees or agents shall have any liability to any Buyer for any action taken or omitted to
be taken in connection hereof or any other Security Document except to the extent caused by its own gross negligence or willful misconduct,
and each Buyer agrees to defend, protect, indemnify and hold harmless the Collateral Agent and all of its officers, directors, employees
and agents (collectively, the “Collateral Agent Indemnitees”) from and against any losses, damages, liabilities, obligations,
penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys’ fees, costs
and expenses) incurred by such Collateral Agent Indemnitee, whether direct, indirect or consequential, arising from or in connection
with the performance by such Collateral Agent Indemnitee of the duties and obligations of Collateral Agent pursuant hereto or any of
the Security Documents. The Collateral Agent shall not be required to exercise any discretion or take any action, but shall be required
to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required
Holders, and such instructions shall be binding upon all holders of Notes; provided, however, that the Collateral Agent shall not be
required to take any action which, in the reasonable opinion of the Collateral Agent, exposes the Collateral Agent to liability or which
is contrary to this Agreement or any other Transaction Document or applicable law. The Collateral Agent shall be entitled to rely upon
any written notices, statements, certificates, orders or other documents or any telephone message believed by it in good faith to be
genuine and correct and to have been signed, sent or made by the proper Person, and with respect to all matters pertaining to this Agreement
or any of the other Transaction Documents and its duties hereunder or thereunder, upon advice of counsel selected by it.


 






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(w)            Successor
Collateral Agent.


 


(i)            The
Collateral Agent may resign from the performance of all its functions and duties hereunder and under the other Transaction Documents
at any time by giving at least ten (10) Business Days’ prior written notice to the Company and each holder of Notes. Such
resignation shall take effect upon the acceptance by a successor Collateral Agent of appointment pursuant to clauses (ii) and (iii) below
or as otherwise provided below. If at any time the Collateral Agent (together with its affiliates) beneficially owns less than $100,000
in aggregate principal amount of Notes, the Required Holders may, by written consent, remove the Collateral Agent from all its functions
and duties hereunder and under the other Transaction Documents.


 


(ii)            Upon
any such notice of resignation or removal, the Required Holders shall appoint a successor collateral agent. Upon the acceptance of any
appointment as Collateral Agent hereunder by a successor agent, such successor collateral agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the collateral agent, and the Collateral Agent shall be discharged from
its duties and obligations under this Agreement and the other Transaction Documents. After the Collateral Agent’s resignation or
removal hereunder as the collateral agent, the provisions of this Section 4(w) shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was the Collateral Agent under this Agreement and the other Transaction Documents.


 


(iii)            If
a successor collateral agent shall not have been so appointed within ten (10) Business Days of receipt of a written notice of resignation
or removal, the Collateral Agent shall then appoint a successor collateral agent who shall serve as the Collateral Agent until such time,
if any, as the Required Holders appoint a successor collateral agent as provided above.


 


(iv)            In
the event that a successor Collateral Agent is appointed pursuant to the provisions of this Section 4(w) that is not a Buyer
or an affiliate of any Buyer (or the Required Holders or the Collateral Agent (or its successor), as applicable, notify the Company that
they or it wants to appoint such a successor Collateral Agent pursuant to the terms of this Section 4(w)), the Company and each
Subsidiary thereof covenants and agrees to promptly take all actions reasonably requested by the Required Holders or the Collateral Agent
(or its successor), as applicable, from time to time, to secure a successor Collateral Agent satisfactory to the requesting part(y)(ies),
in their sole discretion, including, without limitation, by paying all reasonable and customary fees and expenses of such successor Collateral
Agent, by having the Company and each Subsidiary thereof agree to indemnify any successor Collateral
Agent pursuant to reasonable and customary terms and by each of the Company and each Subsidiary thereof executing a collateral agency
agreement or similar agreement and/or any amendment to the Security Documents reasonably requested or required by the successor Collateral
Agent.


 


(x)            Regulation
M. The Company will not take any action prohibited by Regulation M under the 1934 Act, in connection with the distribution of the
Securities contemplated hereby.


 






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(y)     General
Solicitation. None of the Company, any of its affiliates (as defined in Rule 501(b) under the 1933 Act) or any person acting
on behalf of the Company or such affiliate will solicit any offer to buy or offer or sell the Securities by means of any form of general
solicitation or general advertising within the meaning of Regulation D, including: (i) any advertisement, article, notice or
other communication published in any newspaper, magazine or similar medium or broadcast over television or radio; and (ii) any seminar
or meeting whose attendees have been invited by any general solicitation or general advertising.


 


(z)     Integration.
None of the Company, any of its affiliates (as defined in Rule 501(b) under the 1933 Act), or any person acting on behalf of
the Company or such affiliate will sell, offer for sale, or solicit offers to buy or otherwise negotiate in respect of any security (as
defined in the 1933 Act) which will be integrated with the sale of the Securities in a manner which would require the registration of
the Securities under the 1933 Act or require stockholder approval under the rules and regulations of the Principal Market and the
Company will take all action that is appropriate or necessary to assure that its offerings of other securities will not be integrated
for purposes of the 1933 Act or the rules and regulations of the Principal Market, with the issuance of Securities contemplated
hereby.


 


(aa)     Notice
of Disqualification Events. The Company will notify the
Buyers in writing, prior to the Closing Date of (i) any Disqualification Event relating to any Issuer Covered Person and (ii) any
event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person.


 


(bb)     Subsidiary
Guarantee. For so long as any Notes remain outstanding,
upon any entity becoming a direct, or indirect, Subsidiary of the Company, the Company shall cause each such Subsidiary to become party
to the Guaranty by executing a joinder to the Guaranty reasonably satisfactory in form and substance to the Required Holders.


 


(cc)     Stockholder
Approval. Prior to the Closing Date, the Company shall hold a special meeting of shareholders (which may also be at the annual meeting
of shareholders) providing for the approval of the issuance of all of the Securities in compliance with the rules and regulations
of the Principal Market (without regard to any limitation on conversion or exercise thereof) (the “Shareholder Approval”),
with the recommendation of the Company’s Board of Directors that such proposal be approved, and the Company shall solicit proxies
from its shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed
proxyholders shall vote their proxies in favor of such proposal.


 


(dd)     No
Waiver of Lock-Up Agreement. The Company shall not amend, waive, modify or fail to use best efforts to enforce any provision of the
Lock-Up Agreement. For the avoidance of doubt, no Buyer shall be a third party beneficiary of any Lock-Up Agreement.


 


(ee)     Business
Combination Agreement Covenants. Until the Closing Date, the each of the Target Companies hereby covenants to each Buyer such covenants
set forth in the Business Combination Agreement as if such covenants were incorporated by reference into this Agreement, mutatis mutandis;
provided, however, that any amendment to or any waiver of any covenant shall require the approval of Required Holders.


 






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(ff)     Note
Covenants. Until the Closing Date, in addition to, but not in substation of, each covenant of the Company and the Target Companies
hereunder, as applicable, each of the Target Companies and the Company hereby covenants to each Buyer such covenants set forth in Section 15
of the Notes as if such covenants were made by such Person and incorporated by reference into this Agreement, mutatis mutandis
(including, without limitation, with any securities of the Company referred to therein deemed to be securities of such Person, as applicable).


 


(gg)     No
Net Short Position. Each Buyer hereby agrees solely with the Company, severally and not jointly, and not with any other Buyer, for
so long as such Buyer owns any Notes, such Buyer shall not maintain a Net Short Position (as defined below). For purposes hereof, a “Net
Short Position” by a person means a position whereby such person has executed one or more sales of Common Stock that is marked
as a short sale (but not including any sale marked “short exempt”) and that is executed at a time when such Buyer has no
equivalent offsetting long position in the Common Stock (or is deemed to have a long position hereunder or otherwise in accordance with
Regulation SHO of the 1934 Act); provided, that, for purposes of such calculations, any short sales either (x) consummated at a
price greater than or equal to (A) the Conversion Price, (y) that is a result of a bona-fide trading error on behalf of such
Buyer (or its affiliates) or (z) that would otherwise be marked as a “long” sale, but for the occurrence of a Conversion
Failure (as defined in the Notes), a Delivery Failure (as defined in the Warrants), an Equity Conditions Failure (as defined in the Notes)
and/or any other breach by the Company (or its affiliates or agents, including, without limitation, the Transfer Agent) of any Transaction
Document, in each case, shall be excluded from such calculations. For purposes of determining whether a Buyer has an equivalent offsetting
 “long” position in the Common Stock, (A) all Common Stock that is owned by such Buyer shall be deemed held “long”
by such Buyer, (B) all Common Stock that would be issuable upon conversion or exercise in full of all Securities issuable to such
Buyer or then held by such Buyer, as applicable (assuming that such Securities were then fully convertible or exercisable, notwithstanding
any provisions to the contrary, and giving effect to any conversion or exercise price adjustments that would take effect given only the
passage of time) shall be deemed to be held long by such Buyer, and (C) at any other time the Company is required (or has elected
(or is deemed to have elected)) to issue shares of Common Stock to such Buyer pursuant to the terms
of the Notes and/or the Warrants, as applicable, any shares of Common Stock issued or issuable to such Buyer (or its designee, if applicable)
in connection therewith shall be deemed held “long” by such Buyer from and after the date that is two (2) Trading Days
prior to the deadline for delivery of such shares of Common Stock to such Buyer, as set forth in the Notes and/or the Warrants, as applicable,
until such time as such Buyer shall no longer beneficially own such shares of Common Stock.


 


(hh)     Closing
Documents. On or prior to fourteen (14) calendar days after the Closing Date, the Company agrees to deliver, or cause to be delivered,
to each Buyer and Kelley Drye & Warren LLP a complete closing set of the executed Transaction Documents, Securities and any
other document required to be delivered to any party pursuant to Section 7 hereof or otherwise.


 






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5.            REGISTER;
TRANSFER AGENT INSTRUCTIONS; LEGEND.


 


(a)            Register.
The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by notice
to each holder of Securities), a register for the Notes and the Warrants in which the Company shall record the name and address of the
Person in whose name the Notes and the Warrants have been issued (including the name and address of each transferee), the principal amount
of the Notes held by such Person, the number of Conversion Shares issuable pursuant to the terms of the Notes and the number of Warrant
Shares issuable upon exercise of the Warrants held by such Person. The Company shall keep the register open and available at all times
during business hours for inspection of any Buyer or its legal representatives.


 


(b)            Transfer
Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent (as
applicable, the “Transfer Agent”) in a form acceptable to each of the Buyers (the “Irrevocable Transfer Agent
Instructions”) to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”),
registered in the name of each Buyer or its respective nominee(s), for the Conversion Shares and the Warrant Shares in such amounts as
specified from time to time by each Buyer to the Company upon conversion of the Notes or the exercise of the Warrants (as the case may
be). The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this
Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof, will be given by the Company to its
transfer agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records
of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If a Buyer effects a sale,
assignment or transfer of the Securities in accordance with Section 2(g), the Company shall permit the transfer and shall promptly
instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name
and in such denominations as specified by such Buyer to effect such sale, transfer or assignment. In the event that such sale, assignment
or transfer involves Conversion Shares or Warrant Shares sold, assigned or transferred pursuant to an effective registration statement
or in compliance with Rule 144, the transfer agent shall issue such shares to such Buyer, assignee or transferee (as the case may
be) without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its
obligations hereunder will cause irreparable harm to a Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach
of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by
the Company of the provisions of this Section 5(b), that a Buyer shall be entitled, in addition to all other available remedies,
to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing
economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred
to in the Irrevocable Transfer Agent Instructions to the Company’s transfer agent on each Effective Date (as defined in the Registration
Rights Agreement). Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of
such opinion or the removal of any legends on any of the Securities shall be borne by the Company.


 


(c)            Legends.
Each Buyer understands that the Securities have been issued (or will be issued in the case of the Conversion Shares and the Warrant Shares)
pursuant to an exemption from registration or qualification under the 1933 Act and applicable state securities laws, and except as set
forth below, the Securities shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend
in substantially the following form (and a stop-transfer order may be placed against transfer of such stock certificates):


 






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[NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE]
[EXERCISABLE] HAVE BEEN][THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN
THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN
OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION
IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING
THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT
SECURED BY THE SECURITIES.


 


(d)            Removal
of Legends. Certificates evidencing Securities shall not be required to contain the legend set forth in Section 5(c) above
or any other legend (i) while a registration statement (including a Registration Statement) covering the resale of such Securities
is effective under the 1933 Act, (ii) following any sale of such Securities pursuant to Rule 144 (assuming the transferor is
not an affiliate of the Company), (iii) if such Securities are eligible to be sold, assigned or transferred under Rule 144
and no Current Public Information Failure (as defined in the Registration Rights Agreement) then exists (provided that a Buyer provides
the Company with reasonable written assurances that such Securities are eligible for sale, assignment or transfer under Rule 144
(including a covenant that the Buyer will not resell such Securities at any time the Company notifies such Buyer that a Current Public
Information Failure then exists) which shall not include an opinion of Buyer’s counsel), (iv) in connection with a sale, assignment
or other transfer (other than under Rule 144), provided that such Buyer provides the Company with an opinion of counsel to such
Buyer, in a generally acceptable form, to the effect that such sale, assignment or transfer of the Securities may be made without registration
under the applicable requirements of the 1933 Act or (v) if such legend is not required under applicable requirements of the 1933
Act (including, without limitation, controlling judicial interpretations and pronouncements issued by the SEC). If a legend is not required
pursuant to the foregoing, the Company shall no later than two (2) Trading Days (or such earlier date as required pursuant to the
1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the date such Buyer delivers such
legended certificate representing such Securities to the Company) following the delivery by a Buyer to the Company or the transfer agent
(with notice to the Company) of a legended certificate representing such Securities (endorsed or with stock powers attached, signatures
guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer, if applicable), together with any other deliveries
from such Buyer as may be required above in this Section 5(d), as directed by such Buyer, either: (A) provided that the Company’s
transfer agent is participating in the DTC Fast Automated Securities Transfer Program (“FAST”) and such Securities
are Conversion Shares or Warrant Shares, credit the aggregate number of shares of Common Stock to which such Buyer shall be entitled
to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (B) if
the Company’s transfer agent is not participating in FAST, issue and deliver (via reputable overnight courier) to such Buyer, a
certificate representing such Securities that is free from all restrictive and other legends, registered in the name of such Buyer or
its designee (the date by which such credit is so required to be made to the balance account of such Buyer’s or such Buyer’s
designee with DTC or such certificate is required to be delivered to such Buyer pursuant to the foregoing is referred to herein as the
 “Required Delivery Date”, and the date such shares of Common Stock are actually delivered without restrictive legend
to such Buyer or such Buyer’s designee with DTC, as applicable, the “Share Delivery Date”). The Company shall
be responsible for any transfer agent fees or DTC fees with respect to any issuance of Securities or the removal of any legends with
respect to any Securities in accordance herewith.


 






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(e)            Failure
to Timely Deliver; Buy-In. If the Company fails to fail, for any reason or for no reason, to issue and deliver (or cause to be delivered)
to a Buyer (or its designee) by the Required Delivery Date, either (I) if the Transfer Agent is not participating in FAST, a certificate
for the number of Conversion Shares or Warrant Shares (as the case may be) to which such Buyer is entitled and register such Conversion
Shares or Warrant Shares (as the case may be) on the Company’s share register or, if the Transfer Agent is participating in FAST,
to credit the balance account of such Buyer or such Buyer’s designee with DTC for such number of Conversion Shares or Warrant Shares
(as the case may be) submitted for legend removal by such Buyer pursuant to Section 5(d) above or (II) if the Registration
Statement covering the resale of the Conversion Shares or Warrant Shares (as the case may be) submitted for legend removal by such Buyer
pursuant to Section 5(d) above (the “Unavailable Shares”) is not available for the resale of such Unavailable
Shares and the Company fails to promptly, but in no event later than as required pursuant to the Registration Rights Agreement (x) so
notify such Buyer and (y) deliver the Conversion Shares or Warrant Shares, as applicable, electronically without any restrictive
legend by crediting such aggregate number of Conversion Shares or Warrant Shares (as the case may be) submitted for legend removal by
such Buyer pursuant to Section 5(d) above to such Buyer’s or its designee’s balance account with DTC through its
Deposit/Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter referred as
a “Notice Failure” and together with the event described in clause (I) above, a “Delivery Failure”),
then, in addition to all other remedies available to such Buyer, the Company shall pay in cash to such Buyer on each day after the Share
Delivery Date and during such Delivery Failure an amount equal to 2% of the product of (A) the sum of the number of shares of Common
Stock not issued to such Buyer on or prior to the Required Delivery Date and to which such Buyer is entitled, and (B) any trading
price of the Common Stock selected by such Buyer in writing as in effect at any time during the period beginning on the date of the delivery
by such Buyer to the Company of the applicable Conversion Shares or Warrant Shares (as the case may be) and ending on the applicable
Share Delivery Date. In addition to the foregoing, if on or prior to the Required Delivery Date either (I) if the Transfer Agent
is not participating in FAST, the Company shall fail to issue and deliver a certificate to a Buyer and register such shares of Common
Stock on the Company’s share register or, if the Transfer Agent is participating in FAST, credit the balance account of such Buyer
or such Buyer’s designee with DTC for the number of shares of Common Stock to which such Buyer submitted for legend removal by
such Buyer pursuant to Section 5(d) above (ii) below or (II) a Notice Failure occurs, and if on or after such Trading
Day such Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by
such Buyer of shares of Common Stock submitted for legend removal by such Buyer pursuant to Section 5(d) above that such Buyer
is entitled to receive from the Company (a “Buy-In”), then the Company shall, within two (2) Trading Days after
such Buyer’s request and in such Buyer’s discretion, either (i) pay cash to such Buyer in an amount equal to such Buyer’s
total purchase price (including brokerage commissions and other out-of-pocket expenses, if any, for the shares of Common Stock so purchased)
(the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or credit such
Buyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver
to such Buyer a certificate or certificates or credit the balance account of such Buyer or such Buyer’s designee with DTC representing
such number of shares of Common Stock that would have been so delivered if the Company timely complied with its obligations hereunder
and pay cash to such Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of
shares of Conversion Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Buyer by the Required
Delivery Date multiplied by (B) the lowest Closing Sale Price (as defined in the Warrants) of the Common Stock on any Trading Day
during the period commencing on the date of the delivery by such Buyer to the Company of the applicable Conversion Shares or Warrant
Shares (as the case may be) and ending on the date of such delivery and payment under this clause (ii). Nothing shall limit such Buyer’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 deliver certificates representing shares of
Common Stock (or to electronically deliver such shares of Common Stock) as required pursuant to the terms hereof. Notwithstanding anything
herein to the contrary, with respect to any given Notice Failure and/or Delivery Failure, this Section 5(e) shall not apply
to the applicable Buyer the extent the Company has already paid such amounts in full to such Buyer with respect to such Notice Failure
and/or Delivery Failure, as applicable, pursuant to the analogous sections of the Note or Warrant, as applicable, held by such Buyer.


 






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(f)            FAST
Compliance. While any Warrants remain outstanding, the Company shall maintain a transfer agent that participates in FAST.


 


6.            CONDITIONS
TO THE COMPANY’S OBLIGATION TO SELL.


 


(a)            The
obligation of the Company hereunder to issue and sell the Notes and the related Warrants to each Buyer at the Closing is subject to the
satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s
sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof:


 


(i)            Such
Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company.


 


(ii)            Such
Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts withheld
pursuant to Section 4(g)) for the Note and the related Warrants being purchased by such Buyer at the Closing by wire transfer of
immediately available funds in accordance with the Flow of Funds Letter.


 


(iii)            The
representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as of the
Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which
shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects
with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at
or prior to the Closing Date.


 


7.            CONDITIONS
TO EACH BUYER’S OBLIGATION TO PURCHASE.


 


(a)            The
obligation of each Buyer hereunder to purchase its Note and its related Warrants at the Closing is subject to the satisfaction, at or
before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit
and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof:


 


(i)            The
Company and each Subsidiary (as the case may be) shall have duly executed and delivered to such Buyer each of the Transaction Documents
to which it is a party and the Company shall have duly executed and delivered to such Buyer (A) a Note in such original principal
amount as is set forth across from such Buyer’s name in column (3) of the Schedule of Buyers and (B) a Warrant initially
exercisable for such aggregate number of Warrant Shares as is set forth across from such Buyer’s name in column (4) of the
Schedule of Buyers, in each case, as being purchased by such Buyer at the Closing pursuant to this Agreement.


 


(ii)            Such
Buyer shall have received the opinion of Manatt, Phelps & Phillips, LLP, the Company’s counsel, dated as of the Closing
Date, in the form acceptable to such Buyer.


 


(iii)            The
Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such Buyer,
which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent.


 


(iv)            The
Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries
in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction of
formation as of a date within ten (10) days of the Closing Date.


 


(v)            The
Company shall have delivered to such Buyer a certificate evidencing the Company’s and each Subsidiary’s qualification as
a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the
Company and each Subsidiary conducts business and is required to so qualify, as of a date within ten (10) days of the Closing Date.


 






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(vi)            The
Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Delaware Secretary
of State within ten (10) days of the Closing Date.


 


(vii)            Each
Subsidiary shall have delivered to such Buyer a certified copy of its Certificate of Incorporation (or such equivalent organizational
document) as certified by the Secretary of State (or comparable office) of such Subsidiary’s jurisdiction of incorporation within
ten (10) days of the Closing Date.


 


(viii)            The
Company and each Subsidiary shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary
of the Company and each Subsidiary and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as
adopted by the Company’s and each Subsidiary’s board of directors in a form reasonably acceptable to such Buyer, (ii) the
Certificate of Incorporation of the Company and the organizational documents of each Subsidiary and (iii) the Bylaws of the Company
and the bylaws of each Subsidiary, each as in effect at the Closing.


 


(ix)            Each
and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date as
though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true
and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants,
agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer
shall have received a certificate, duly executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the
foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form acceptable to such Buyer.


 


(x)            The
Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common
Stock outstanding on the Closing Date immediately prior to the Closing.


 


(xi)            The
Common Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) shall not have
been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension
by the SEC or the Principal Market have been threatened, as of the Closing Date, either (I) in writing by the SEC or the Principal
Market or (II) by falling below the minimum maintenance requirements of the Principal Market.


 


(xii)            The
Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the
Securities, including without limitation, those required by the Principal Market, if any.


 


(xiii)            No
statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by
any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by
the Transaction Documents.


 


(xiv)            Since
the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material
Adverse Effect.


 






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(xv)            The
Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion Shares
and the Warrant Shares.


 


(xvi)            In
accordance with the terms of the Security Documents, the Company shall have delivered to the Collateral Agent (A) original certificates
(I) representing the Subsidiaries’ shares of capital stock to the extent such subsidiary is a corporation or otherwise has
certificated equity and (II) representing all other equity interests and all promissory notes required to be pledged thereunder,
in each case, accompanied by undated stock powers and allonges executed in blank and other proper instruments of transfer and (B) appropriate
financing statements on Form UCC-1 to be duly filed in such office or offices as may be necessary or, in the opinion of the Collateral
Agent, desirable to perfect the security interests purported to be created by each Security Document (the “Perfection Certificate”).


 


(xvii)            Within
two (2) Business Days prior to the Closing, the Company shall have delivered or caused to be delivered to each Buyer and the Collateral
Agent (A) certified copies of requests for copies of information on Form UCC-11, listing all effective financing statements
which name as debtor the Company or any of its Subsidiaries and which are filed in such office or offices as may be necessary or, in
the opinion of the Collateral Agent or the Buyers, desirable to perfect the security interests purported to be created by the Security
Agreement, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Collateral
Agent, shall cover any of the Collateral (as defined in the Security Agreement), and the results of searches for any tax Lien and judgment
Lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Collateral Agent and the
Buyers, shall not show any such Liens; and (B) a perfection certificate, duly completed and executed by the Company and each of
its Subsidiaries, in form and substance satisfactory to the Buyers.


 


(xviii)            The
Collateral Agent shall have received the Security Agreement, duly executed by the Company and each of its Subsidiaries, together with
the original stock certificates representing all of the equity interests and all promissory notes required to be pledged thereunder,
accompanied by undated stock powers and allonges executed in blank and other proper instruments of transfer.


 


(xix)            With
respect to the Intellectual Property Rights, if any, of the Company or any of its Subsidiaries, the Company and/or such Subsidiaries,
as applicable, shall have duly executed and delivered to such Buyer each Assignment For Security for the Intellectual Property Rights
of the Company and its Subsidiaries, in the form attached as Exhibit A to the Security Agreement.


 


(xx)            Each
Controlled Account Bank (as defined in the Notes) and the Collateral Agent shall have duly executed and delivered to such Buyer a Controlled
Account Agreement (as defined in the Notes) with respect to each account of the Company or any of its Subsidiaries held at such Controlled
Account Bank.


 






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(xxi)            The
Company shall have entered into definitive documents with 3i, LP or any of its affiliates respect to the Permitted Equity Line.


 


(xxii)            The
Company shall have, in the aggregate, Cash (as defined in the Notes) and Cash Equivalents (as defined in the Notes) of at least $7.5
million after giving effect to all required redemptions of any securities by the Company in connection with the Business Combination
or any other agreement by the Company with any other Person in effect on or prior to the Closing Date or any potential redemption pursuant
to any backstop or forward purchase agreement or any other agreement by the Company with any other Person in effect on or prior to the
Closing Date.


 


(xxiii)            The
Company shall have obtained the Stockholder Approval.


 


(xxiv)            The
Company shall have consummated the Business Combination.


 


(xxv)            The
Company shall have duly executed and delivered to such Buyer the lock-up agreements in the form of Exhibit F hereof
(the “Lock-Up Agreements Agreement”), each by and between the Company and a stockholder listed on Schedule 7(a)(xxiii) attached
hereto (the “Stockholders”) and the Stockholders shall have duly executed and delivered to such Buyer the Lock-Up
Agreements.


 


(xxvi)            Such
Buyer shall have received a letter on the letterhead of the Company, duly executed by the Chief Executive Officer of the Company, setting
forth the wire amounts of each Buyer and the wire transfer instructions of the Company (the “Flow of Funds Letter”).


 


(xxvii)            On
or prior to the Closing Date, the Company shall have repaid, in full, the senior secured convertible notes issued to Dominion Capital
LLC.


 


(xxviii)            The
Company and its Subsidiaries shall have delivered to such Buyer such other documents, instruments or certificates relating to the transactions
contemplated by this Agreement as such Buyer or its counsel may reasonably request.


 


8.            TERMINATION.


 


In the event that the Closing
shall not have occurred with respect to a Buyer (i) within five (5) days of the date all of the conditions specified in Section 7
have been satisfied or waived, or (ii) by November 15, 2022, whichever shall first occur, then such Buyer shall have the right
to terminate its obligations under this Agreement with respect to itself at any time on or after the close of business on such date without
liability of such Buyer to any other party; provided, however, (i) the right to terminate this Agreement under this Section 8
shall not be available to such Buyer if the failure of the transactions contemplated by this Agreement to have been consummated by such
date is the result of such Buyer’s breach of this Agreement and (ii) the abandonment of the sale and purchase of the Notes
and the Warrants shall be applicable only to such Buyer providing such written notice, provided further that no such termination shall
affect any obligation of the Company under this Agreement to reimburse such Buyer for the expenses described in Section 4(g) above.
Nothing contained in this Section 8 shall be deemed to release any party from any liability for any breach by such party of the
terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance
by any other party of its obligations under this Agreement or the other Transaction Documents.


 






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9.            MISCELLANEOUS.


 


(a)            Governing
Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement
shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision
or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions
other than the State of New York. The Company hereby irrevocably submits to the 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 herewith or under
any of the other Transaction Documents or with any transaction contemplated hereby or thereby, 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 to such party at the address for such 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. Nothing contained herein shall be deemed or operate to preclude any Buyer from
bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company’s obligations
to such Buyer or to enforce a judgment or other court ruling in favor of such Buyer. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT
IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION
DOCUMENT OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY
OR THEREBY.


 


(b)            Counterparts.
This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and
shall become effective when counterparts have been signed by each party and delivered to the other party. In the event that any signature
is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an executed signature
page, such signature page 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 signature page were an original thereof.


 


(c)            Headings;
Gender. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation
of, this Agreement. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine,
neuter, singular and plural forms thereof. The terms “including,” “includes,” “include” and words
of like import shall be construed broadly as if followed by the words “without limitation.” The terms “herein,”
 “hereunder,” “hereof” and words of like import refer to this entire Agreement instead of just the provision in
which they are found.


  


(d)            Severability;
Maximum Payment Amounts. If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable
by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended
to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall
not affect the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express,
without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity
or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations
of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor
in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect
of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s). Notwithstanding anything to the
contrary contained in this Agreement or any other Transaction Document (and without implication that the following is required or applicable),
it is the intention of the parties that in no event shall amounts and value paid by the Company and/or any of its Subsidiaries (as the
case may be), or payable to or received by any of the Buyers, under the Transaction Documents (including without limitation, any amounts
that would be characterized as “interest” under applicable law) exceed amounts permitted under any applicable law. Accordingly,
if any obligation to pay, payment made to any Buyer, or collection by any Buyer pursuant the Transaction Documents is finally judicially
determined to be contrary to any such applicable law, such obligation to pay, payment or collection shall be deemed to have been made
by mutual mistake of such Buyer, the Company and its Subsidiaries and such amount shall be deemed to have been adjusted with retroactive
effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by the applicable law. Such adjustment
shall be effected, to the extent necessary, by reducing or refunding, at the option of such Buyer, the amount of interest or any other
amounts which would constitute unlawful amounts required to be paid or actually paid to such Buyer under the Transaction Documents. For
greater certainty, to the extent that any interest, charges, fees, expenses or other amounts required to be paid to or received by such
Buyer under any of the Transaction Documents or related thereto are held to be within the meaning of “interest” or another
applicable term to otherwise be violative of applicable law, such amounts shall be pro-rated over the period of time to which they relate.


 






    47


     


    

 


(e)            Entire
Agreement; Amendments. This Agreement, the other Transaction Documents and the schedules and exhibits attached hereto and thereto
and the instruments referenced herein and therein supersede all other prior oral or written agreements between the Buyers, the Company,
its Subsidiaries, their affiliates and Persons acting on their behalf, including, without limitation, any transactions by any Buyer with
respect to Common Stock or the Securities, and the other matters contained herein and therein, and this Agreement, the other Transaction
Documents, the schedules and exhibits attached hereto and thereto and the instruments referenced herein and therein contain the entire
understanding of the parties solely with respect to the matters covered herein and therein; provided, however, nothing contained in this
Agreement or any other Transaction Document shall (or shall be deemed to) (i) have any effect on any agreements any Buyer has entered
into with, or any instruments any Buyer has received from, the Company or any of its Subsidiaries prior to the date hereof with respect
to any prior investment made by such Buyer in the Company or (ii) waive, alter, modify or amend in any respect any obligations of
the Company or any of its Subsidiaries, or any rights of or benefits to any Buyer or any other Person, in any agreement entered into
prior to the date hereof between or among the Company and/or any of its Subsidiaries and any Buyer, or any instruments any Buyer received
from the Company and/or any of its Subsidiaries prior to the date hereof, and all such agreements and instruments shall continue in full
force and effect. Except as specifically set forth herein or therein, neither the Company nor any Buyer makes any representation, warranty,
covenant or undertaking with respect to such matters. For clarification purposes, the Recitals are part of this Agreement. No provision
of this Agreement may be amended other than by an instrument in writing signed by the Company and the Required Holders (as defined below),
and any amendment to any provision of this Agreement made in conformity with the provisions of this Section 9(e) shall be binding
on all Buyers and holders of Securities, as applicable; provided that no such amendment shall be effective to the extent that it (A) applies
to less than all of the holders of the Securities then outstanding or (B) imposes any obligation or liability on any Buyer without
such Buyer’s prior written consent (which may be granted or withheld in such Buyer’s sole discretion); and provided further
that the provisions of Sections 4(v) and 4(w) above cannot be amended or waived without the additional prior written approval
of the Collateral Agent or its successor. No waiver shall be effective unless it is in writing and signed by an authorized representative
of the waiving party, provided that the Required Holders may waive any provision of this Agreement, and any waiver of any provision of
this Agreement made in conformity with the provisions of this Section 9(e) shall be binding on all Buyers and holders of Securities,
as applicable, provided that no such waiver shall be effective to the extent that it (1) applies to less than all of the holders
of the Securities then outstanding (unless a party gives a waiver as to itself only) or (2) imposes any obligation or liability
on any Buyer without such Buyer’s prior written consent (which may be granted or withheld in such Buyer’s sole discretion).
No consideration (other than reimbursement of legal fees) shall be offered or paid to any Person to amend or consent to a waiver or modification
of any provision of any of the Transaction Documents unless the same consideration also is offered to all of the parties to the Transaction
Documents, all holders of the Notes or all holders of the Warrants (as the case may be). From the date hereof and while any Notes or
Warrants are outstanding, the Company shall not be permitted to receive any consideration from a Buyer or a holder of Notes or Warrants
that is not otherwise contemplated by the Transaction Documents in order to, directly or indirectly, induce the Company or any Subsidiary
(i) to treat such Buyer or holder of Notes or Warrants in a manner that is more favorable than to other similarly situated Buyers
or holders of Notes or Warrants, as applicable, or (ii) to treat any Buyer(s) or holder(s) of Notes or Warrants in a manner
that is less favorable than the Buyer or holder of Notes or Warrants that is paying such consideration; provided, however, that the determination
of whether a Buyer has been treated more or less favorably than another Buyer shall disregard any securities of the Company purchased
or sold by any Buyer. The Company has not, directly or indirectly, made any agreements with any Buyers relating to the terms or conditions
of the transactions contemplated by the Transaction Documents except as set forth in the Transaction Documents. Without limiting the
foregoing, the Company confirms that, except as set forth in this Agreement, no Buyer has made any commitment or promise or has any other
obligation to provide any financing to the Company, any Subsidiary or otherwise. As a material inducement for each Buyer to enter into
this Agreement, the Company expressly acknowledges and agrees that (x) no due diligence or other investigation or inquiry conducted
by a Buyer, any of its advisors or any of its representatives shall affect such Buyer’s right to rely on, or shall modify or qualify
in any manner or be an exception to any of, the Company’s representations and warranties contained in this Agreement or any other
Transaction Document and (y) unless a provision of this Agreement or any other Transaction Document is expressly preceded by the
phrase “except as disclosed in the SEC Documents,” nothing contained in any of the SEC Documents shall affect such Buyer’s
right to rely on, or shall modify or qualify in any manner or be an exception to any of, the Company’s representations and warranties
contained in this Agreement or any other Transaction Document. “Required Holders” means (I) prior to the Closing
Date, each Buyer entitled to purchase Notes at the Closing and (II) on or after the Closing Date, holders of a majority of the Registrable
Securities as of such time (excluding any Registrable Securities held by the Company or any of its Subsidiaries as of such time) issued
or issuable hereunder or pursuant to the Notes and/or the Warrants (or the Buyers, with respect to any waiver or amendment of Section 4(o));
provided, that such majority must include each holder of at least $500,000 in aggregate principal amount of Notes.


 






    48


     


    

 


(f)            Notices.
Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in
writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent
by electronic mail (provided that such sent email is kept on file (whether electronically or otherwise) by the sending party and the
sending party does not receive an automatically generated message from the recipient’s email server that such e-mail could not
be delivered to such recipient); or (iii) one (1) Business Day after deposit with an overnight courier service with next day
delivery specified, in each case, properly addressed to the party to receive the same. The mailing addresses and e-mail addresses for
such communications shall be:


 


	 	If to the Company:
	 	 	 
	 	 	Digital Health Acquisition
    Corp.
	 	 	980 N Federal Hwy #304
	 	 	Boca Raton, FL 33432
	 	 	Attention: Scott Wolf,
    Chief Executive Officer
	 	 	E-mail: scott@sjwolf.com
	 	 	 
	 	 	With a copy (for informational
    purposes only) to:
	 	 	 
	 	 	Manatt, Phelps &
    Philips, LLP
	 	 	695 Town Center Dr.
	 	 	Costa Mesa, CA 92626
	 	 	Attention: Thomas Poletti,
    Veronica Lah
	 	 	E-mail: TPoletti@manatt.com;
    VLah@manatt.com
	 	 	 
	 	If to the Transfer Agent:
	 	 	 
	 	 	Continental Stock Transfer &
    Trust Company, LLC
	 	 	1 State Street 30th Floor
	 	 	New York, NY 10004-1561
	 	 	Attention: Keri-Ann Cuadros
	 	 	E-Mail: kcuadros@continentalstock.com




 






    49


     


    




 


If to a
Buyer, to its mailing address and e-mail address set forth on the Schedule of Buyers, with copies to such Buyer’s representatives
as set forth on the Schedule of Buyers,


 


	 	with a copy (for informational purposes only) to:
	 	 	 
	 	 	Kelley Drye &
    Warren LLP
	 	 	3 World Trade Center
	 	 	175 Greenwich Street
	 	 	New York, NY 10007
	 	 	Telephone: (212) 808-7540
	 	 	Attention: Michael A.
    Adelstein, Esq.
	 	 	E-mail: madelstein@kelleydrye.com




 


or to such
other mailing address and/or e-mail address and/or to the attention of such other Person as the recipient party has specified by written
notice given to each other party five (5) days prior to the effectiveness of such change, provided that Kelley Drye & Warren
LLP shall only be provided copies of notices sent to the lead Buyer. Written confirmation of receipt (A) given by the recipient
of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s e-mail
containing the time, date and recipient’s e-mail or (C) provided by an overnight courier service shall be rebuttable evidence
of personal service, receipt by e-mail or receipt from an overnight courier service in accordance with clause (i), (ii) or (iii) above,
respectively.


 


(g)            Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns,
including any purchasers of any of the Notes and Warrants. The Company shall not assign this
Agreement or any rights or obligations hereunder without the prior written consent of the Required Holders, including, without limitation,
by way of a Fundamental Transaction (as defined in the Warrants) (unless the Company is in compliance with the applicable provisions
governing Fundamental Transactions set forth in the Warrants) or a Fundamental Transaction (as defined in the Notes) (unless the Company
is in compliance with the applicable provisions governing Fundamental Transactions set forth in the Notes). A Buyer may assign some or
all of its rights hereunder in connection with any transfer of any of its Securities without the consent of the Company, in which
event such assignee shall be deemed to be a Buyer hereunder with respect to such assigned rights.


 


(h)            No
Third Party Beneficiaries. Except for the Placement Agent, which shall be a third party benefificary of the represetnations and warranties
set forth in Sections 2 and 3, this Agreement is intended for the benefit of the parties hereto and their respective permitted successors
and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, other than the Indemnitees
referred to in Section 9(k).


 


(i)            Survival.
The representations, warranties, agreements and covenants shall survive the Closing. Each Buyer shall be responsible only for its own
representations, warranties, agreements and covenants hereunder.


 


(j)            Further
Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute
and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to
carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 






    50


     


    

 


(k)            Indemnification.
In consideration of each Buyer’s execution and delivery of the Transaction Documents and acquiring the Securities thereunder and
in addition to all of the Company’s other obligations under the Transaction Documents, the Company shall defend, protect, indemnify
and hold harmless each Buyer and each holder of any Securities and all of their stockholders, partners, members, officers, directors,
employees and direct or indirect investors and any of the foregoing Persons’ agents or other representatives (including, without
limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”)
from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses
in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is
sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred
by any Indemnitee as a result of, or arising out of, or relating to (i) any misrepresentation or breach of any representation or
warranty made by the Company or any Subsidiary in any of the Transaction Documents, (ii) any breach of any covenant, agreement or
obligation of the Company or any Subsidiary contained in any of the Transaction Documents or (iii) any cause of action, suit, proceeding
or claim brought or made against such Indemnitee by a third party (including for these purposes a derivative action brought on behalf
of the Company or any Subsidiary) or which otherwise involves such Indemnitee that arises out of or results from (A) the execution,
delivery, performance or enforcement of any of the Transaction Documents, (B) any transaction financed or to be financed in whole
or in part, directly or indirectly, with the proceeds of the issuance of the Securities, (C) any disclosure properly made by such
Buyer pursuant to Section 4(i), or (D) the status of such Buyer or holder of the Securities either as an investor in the Company
pursuant to the transactions contemplated by the Transaction Documents or as a party to this Agreement (including, without limitation,
as a party in interest or otherwise in any action or proceeding for injunctive or other equitable relief). To the extent that the foregoing
undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction
of each of the Indemnified Liabilities which is permissible under applicable law. Except as otherwise set forth herein, the mechanics
and procedures with respect to the rights and obligations under this Section 9(k) shall be the same as those set forth in Section 6
of the Registration Rights Agreement.


 


(l)            Construction.
The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of
strict construction will be applied against any party. No specific representation or warranty shall limit the generality or applicability
of a more general representation or warranty. Each and every reference to share prices, shares of Common Stock and any other numbers
in this Agreement that relate to the Common Stock shall be automatically adjusted for any stock splits, stock dividends, stock combinations,
recapitalizations or other similar transactions that occur with respect to the Common Stock after the date of this Agreement. Notwithstanding
anything in this Agreement to the contrary, for the avoidance of doubt, nothing contained herein shall constitute a representation or
warranty against, or a prohibition of, any actions with respect to the borrowing of, arrangement to borrow, identification of the availability
of, and/or securing of, securities of the Company in order for such Buyer (or its broker or other financial representative) to effect
short sales or similar transactions in the future.


 






    51


     


    

 


(m)            Remedies.
Each Buyer and in the event of assignment by Buyer of its rights and obligations hereunder, each holder of Securities, shall have all
rights and remedies set forth in the Transaction Documents and all rights and remedies which such holders have been granted at any time
under any other agreement or contract and all of the rights which such holders have under any law. Any Person having any rights under
any provision of this Agreement shall be entitled to enforce such rights specifically (without posting a bond or other security), to
recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. Furthermore,
the Company recognizes that in the event that it or any Subsidiary fails to perform, observe, or discharge any or all of its or such
Subsidiary’s (as the case may be) obligations under the Transaction Documents, any remedy at law would inadequate relief to the
Buyers. The Company therefore agrees that the Buyers shall be entitled to specific performance and/or temporary, preliminary and permanent
injunctive or other equitable relief from any court of competent jurisdiction in any such case without the necessity of proving actual
damages and without posting a bond or other security. The remedies provided in this Agreement and the other Transaction Documents shall
be cumulative and in addition to all other remedies available under this Agreement and the other Transaction Documents, at law or in
equity (including a decree of specific performance and/or other injunctive relief).


 


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


 


(o)            Payment
Set Aside; Currency. To the extent that the Company makes a payment or payments to any Buyer hereunder or pursuant to any of the
other Transaction Documents or any of the Buyers enforce or exercise their rights hereunder or 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, foreign, 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.
Unless otherwise expressly indicated, all dollar amounts referred to in this Agreement and the other Transaction Documents are in United
States Dollars (“U.S. Dollars”), and all amounts owing under this Agreement and all other Transaction Documents shall
be paid in U.S. Dollars. All amounts denominated in other currencies (if any) shall be converted into the U.S. Dollar equivalent amount
in accordance with the Exchange Rate on the date of calculation. “Exchange Rate” means, in relation to any amount
of currency to be converted into U.S. Dollars pursuant to this Agreement, the U.S. Dollar exchange rate as published in the Wall Street
Journal on the relevant date of calculation.


 






    52


     


    

 


(p)            Judgment
Currency.


 


(i)            If
for the purpose of obtaining or enforcing judgment against the Company in connection with this Agreement or any other Transaction Document
in any court in any jurisdiction it becomes necessary to convert into any other currency (such other currency being hereinafter in this
Section 9(p) referred to as the “Judgment Currency”) an amount due in US Dollars under this Agreement, the
conversion shall be made at the Exchange Rate prevailing on the Trading Day immediately preceding:


 


(1)            the
date actual payment of the amount due, in the case of any proceeding in the courts of New York or in the courts of any other jurisdiction
that will give effect to such conversion being made on such date: or


 


(2)            the
date on which the foreign court determines, in the case of any proceeding in the courts of any other jurisdiction (the date as of which
such conversion is made pursuant to this Section 9(p)(i)(2) being hereinafter referred to as the “Judgment Conversion
Date”).


 


(ii)            If
in the case of any proceeding in the court of any jurisdiction referred to in Section 9(p)(i)(2)  above, there is a change
in the Exchange Rate prevailing between the Judgment Conversion Date and the date of actual payment of the amount due, the applicable
party shall pay such adjusted amount as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the
Exchange Rate prevailing on the date of payment, will produce the amount of US Dollars which could have been purchased with the amount
of Judgment Currency stipulated in the judgment or judicial order at the Exchange Rate prevailing on the Judgment Conversion Date.


 


(iii)            Any
amount due from the Company under this provision shall be due as a separate debt and shall not be affected by judgment being obtained
for any other amounts due under or in respect of this Agreement or any other Transaction Document.


 


(q)            Independent
Nature of Buyers’ Obligations and Rights. The obligations of each Buyer under the Transaction Documents are several and not
joint with the obligations of any other Buyer, and no Buyer shall be responsible in any way for the performance of the obligations of
any other Buyer under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by
any Buyer pursuant hereto or thereto, shall be deemed to constitute the Buyers as, and the Company acknowledges that the Buyers do not
so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the
Buyers are in any way acting in concert or as a group or entity, and the Company shall not assert any such claim with respect to such
obligations or the transactions contemplated by the Transaction Documents or any matters, and the Company acknowledges that the Buyers
are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions
contemplated by the Transaction Documents. The decision of each Buyer to purchase Securities pursuant to the Transaction Documents has
been made by such Buyer independently of any other Buyer. Each Buyer acknowledges that no other Buyer has acted as agent for such Buyer
in connection with such Buyer making its investment hereunder and that no other Buyer will be acting as agent of such Buyer in connection
with monitoring such Buyer’s investment in the Securities or enforcing its rights under the Transaction Documents. The Company
and each Buyer confirms that each Buyer has independently participated with the Company and its Subsidiaries in the negotiation of the
transaction contemplated hereby with the advice of its own counsel and advisors. Each Buyer shall be entitled to independently protect
and enforce its rights, including, without limitation, the rights arising out of this Agreement
or out of any other Transaction Documents, and it shall not be necessary for any other Buyer to be joined as an additional party in any
proceeding for such purpose. The use of a single agreement to effectuate the purchase and sale of the Securities contemplated hereby
was solely in the control of the Company, not the action or decision of any Buyer, and was done solely for the convenience of the Company
and its Subsidiaries and not because it was required or requested to do so by any Buyer. It is expressly understood and agreed that each
provision contained in this Agreement and in each other Transaction Document is between the Company, each Subsidiary and a Buyer, solely,
and not between the Company, its Subsidiaries and the Buyers collectively and not between and among the Buyers.





 


[signature pages follow]


 






    53


     


    

 


IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first
written above.


 


		COMPANY:
	 	 	 
	 	DIGITAL HEALTH ACQUISITION CORP.
	 	 	 
	 	By:	/s/ Scott
                                            Wolf
	 	 	Name:	Scott Wolf
	 	 	Title:	Chief Executive Officer



 


Solely with respect to





Section 3(II)(a) and any applicable


covenants in Section 4 above:


 


	VSEE LAB, INC.	 
	 	 	 
	By:	/s/ Milton Chen	 
	Name:	Milton Chen	 
	Title:	Executive Vice Chairman	 






 





	IDOC VIRTUAL TELEHEALTH SOLUTIONS, INC.	 
	 	 	 
	By:	/s/ Dr. Imoigele Aisiku	 
	Name:	Dr. Imoigele Aisiku	 
	Title:	Executive Chairman	 


 






     


     


    

 


IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first
written above.


 





		BUYER:
	 	 	 
	 	3i,
               LP
	 	 	 
	 	By:	/s/ Maier
                                            J. Tarlow
	 	 	Name:	Maier J. Tarlow
	 	 	Title:	Manager on Behald of the GP


 


 



     


     


    




 


IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first
written above.


 





		BUYER:
	 	 	 
	 	Nomis Bay Ltd.
	 	 	 
	 	By:	/s/ James
                                            Keyes
	 	 	Name:	James Keyes
	 	 	Title:	Director


 


 



     


     


    




 


IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first
written above.


 


		BUYER:
	 	 	 
	 	BPY Limited
	 	 	 
	 	By:	/s/ James
                                            Keyes
	 	 	Name:	James Keyes
	 	 	Title:	Director





 






     


     


    

 


SCHEDULE
OF BUYERS


 


	(1)	 	 	(2)	 	 	(3)	 	 	(5)	 	 	(6)	 	(7)
	Buyer	 	 	Mailing
    Address and E-mail Address	 	 	 	Original

    Principal
 Amount of 
 Notes	 	 	 	Aggregate

    Number of
 Warrant Shares	 	 	 	Purchase
    Price	 	 	Legal Representative’s

    Mailing Address and E-mail Address
	3i, LP	 	 	 	 	 	$	5,300,000	 	 	 	 	 	 	$	5,000,000	 	 	Kelley Drye & Warren LLP 
3
    World Trade Center
 175 Greenwich Street
 New York, NY 10007
 Telephone: (212) 808-7540 
Attention: Michael A. Adelstein, Esq.
	Nomis Bay, Ltd.	 	 	 	 	 	$	3,180,000	 	 	 	 	 	 	$	3,000,000	 	 	N/A
	BPY Limited	 	 	 	 	 	$	2,120,000	 	 	 	 	 	 	$	2,000,000	 	 	 N/A
	TOTAL	 	 	 	 	 	$	10,600,000	 	 	 	 	 	 	$	10,000,000