Exhibit 10.1


 


COMMON STOCK PURCHASE AGREEMENT


 


This COMMON STOCK PURCHASE AGREEMENT is
made and entered into as of August 10, 2022 (this “Agreement”), by and between MMTEC,
INC., a British Virgin Islands corporation (the “Company”), and VG Master Fund SPC, an exempted
company incorporated with limited liability under the laws of the Cayman Islands or its affiliates (the “Investor”).


 


RECITALS


 


WHEREAS,
the parties desire that, upon the terms and subject to the conditions and limitations set forth herein, the Company may issue and sell
to the Investor, from time to time as provided herein, and the Investor shall purchase from the Company, up to the lesser of (a) $6,000,000
of newly issued shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), (b)
the maximum amount of securities the Company is permitted to issue under its Registration Statement during the applicable one year period
in which the purchase and sale occur,  and
(ii) the Exchange Cap (to the extent applicable under Section 3.4 hereof);


 


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


 


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


 


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


 


ARTICLE I


DEFINITIONS


 


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


 


ARTICLE II


PURCHASE AND SALE OF COMMON STOCK


 


Section 2.1. Purchase
and Sale of Stock. Upon the terms and subject to the conditions of this Agreement, during the Investment Period, the Company,
in its sole discretion, shall have the right, but not the obligation, to issue and sell to the Investor, and the Investor shall purchase
from the Company, up to the lesser of (i) $6,000,000 (the “Total Commitment”) in aggregate gross purchase price
of duly authorized, validly issued, fully paid and non-assessable shares of Common Stock, (ii) the maximum amount of securities the Company
is permitted to issue under its Registration Statement during the applicable one year period in which the purchase and sale occur, and
(iii) the Exchange Cap, to the extent applicable under Section 3.4 (such lesser amount of shares of Common Stock, the “Aggregate
Limit”), by the delivery to the Investor of Purchase Notices as provided in Article III.


 






     


     


    

 


Section 2.2. Closing
Date; Settlement Dates. This Agreement shall become effective and binding (the “Closing”) upon (a) the
payment of the Investor Expense Reimbursement to the Investor at or prior to the Closing pursuant to Sections 7.1 and 10.1(i),  
(b) the delivery of counterpart signature pages of this Agreement and the Registration
Rights Agreement executed by each of the parties hereto and thereto, and (c) the delivery of all other documents, instruments and
writings required to be delivered at the Closing, in each case as provided in Section 7.1, to the offices of ArentFox Schiff LLP,
1717 K Street, NW, Washington, DC 20006, at 12:00 p.m., New York City time, on the Closing Date. In consideration of and in express reliance
upon the representations, warranties and covenants contained in, and upon the terms and subject to the conditions of, this Agreement,
during the Investment Period the Company, in its sole discretion, shall have the right, but not the obligation, to issue and sell to the
Investor, and the Investor shall purchase from the Company, the Shares in respect of each Purchase. The payment for, against delivery
of, Shares in respect of each Purchase shall occur in accordance with Section 3.3, provided that all of the conditions
precedent in Article VII shall have been fulfilled at the applicable times set forth in Article VII.


 


Section 2.3.
Initial Public Announcements and Required Filings. The Company shall, within the time period required under the Exchange Act,
file with the Commission a Current Report on Form 6-K describing the material terms of the transactions contemplated by the
Transaction Documents, including, without limitation, the issuance of the Commitment Shares to the Investor, and attaching as exhibits
thereto copies of each of this Agreement, the Registration Rights Agreement by the Company and the Investor (including all exhibits thereto,
the “Current Report”). The Company shall provide the Investor a reasonable opportunity to comment on a draft
of the Current Report prior to filing the Current Report with the Commission and shall give due consideration to all such comments. 
The Investor covenants that until such time as the transactions contemplated
by this Agreement are publicly disclosed by the Company as described in this Section 2.3, the Investor shall maintain the confidentiality
of all disclosures made to it in connection with the transactions contemplated by the Transaction Documents (including the existence
and terms of the transactions), except that the Investor may disclose the terms of such transactions to its financial, accounting, legal
and other advisors (provided that the Investor directs such Persons to maintain the confidentiality of such information). the Company
shall use its commercially reasonable efforts to prepare and, as soon as practicable, but in no event later than the applicable Filing
Deadline, and file with the Commission the Initial Prospectus Supplement pursuant to Rule 424(b)under the Securities Act, in the form
agreed upon by the Investor prior to such filing, specifically relating to the transactions contemplated by, and describing the material
terms and conditions of, the Transaction Documents, containing information previously omitted at the time of effectiveness of the Registration
Statement in reliance on Rule 430B under the Securities Act, and disclosing all information relating to the transactions contemplated
hereby required to be disclosed in the Registration Statement and the Prospectus as of the date of the Initial Prospectus Supplement,
including, without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the
Prospectus, pursuant to and in accordance with the terms of the Registration Rights Agreement. 


 






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ARTICLE III


PURCHASE TERMS


 


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


 


Section 3.1. Initial
Purchase. Upon the initial satisfaction of all of the conditions set forth in Section 7.2 (such event, the “Commencement”
and the date of such event, the “Commencement Date”), the Company shall  deliver
to the Investor at least one Purchase Notice for a Purchase, pursuant to and in accordance with Section 3.2 of this Agreement and
subject to the satisfaction of all of the conditions set forth in Section 7.3 on the applicable Purchase Exercise Date therefor.


 


Section 3.2. Purchases.
From time to time from and after the Commencement Date, subject to the satisfaction of all of the conditions set forth in Section 7.3
and in this Section 3.2, the Company shall have the right, but not the obligation (other than as set forth in Section 3.1),
to direct the Investor, by its delivery to the Investor of a Purchase Notice on a Purchase Exercise Date to purchase the applicable Purchase
Share Amount, not to exceed the applicable Purchase Maximum Amount, at the applicable Purchase Price therefor in accordance with this
Agreement (each such purchase, a “Purchase”). The Company may deliver a Purchase Notice to the Investor on a
Purchase Exercise Date, provided that (i) the Company may not deliver more than one Purchase Notice to the Investor on any single
Trading Day, (ii) the Company may not deliver a Purchase Notice to the Investor on any Trading Day during the period commencing on
the Purchase Exercise Date on which a prior Purchase Notice has previously been delivered by the Company to the Investor hereunder, and
ending on the applicable Purchase Settlement Date or such later Trading Day on which the Investor shall have received all of the Shares
subject to such prior Purchase Notice as DWAC Shares, and (iii) all Shares subject to all prior Purchase Notices previously delivered
by the Company to the Investor have in fact been received by the Investor as DWAC Shares prior to the Company’s delivery of such
Purchase Notice to the Investor on such Purchase Exercise Date. The Investor is obligated to accept each Purchase Notice prepared and
delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement.
If the Company delivers any Purchase Notice directing the Investor to purchase a Purchase Share Amount in excess of the applicable Purchase
Maximum Amount, such Purchase Notice shall be void ab initio to the extent of the amount by which the Purchase Share
Amount set forth in such Purchase Notice exceeds such applicable Purchase Maximum Amount, and the Investor shall have no obligation to
purchase such excess Shares in respect of such Purchase Notice; provided, however, that the Investor shall remain
obligated to purchase the applicable Purchase Maximum Amount in such Purchase. At or prior to 7:00 p.m., New York City time, on the last
Trading Day of the applicable Purchase Valuation Period for each Purchase, the Investor shall provide to the Company a written confirmation
for such Purchase (each, a “Purchase Confirmation”) setting forth the applicable Purchase Price per Share to
be paid by the Investor in such Purchase, and the total aggregate Purchase Price to be paid by the Investor for the total Purchase Share
Amount purchased by the Investor in such Purchase. Notwithstanding the foregoing, the Company shall not deliver any Purchase Notices to
the Investor during the PEA Period.


 






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Section 3.3. Settlement.
The payment for, against delivery of, the total number of Shares constituting the applicable Purchase Share Amount purchased by the Investor
in each Purchase shall be settled on the Trading Day immediately following the last Trading Day of the applicable Purchase Valuation Period
for such Purchase (the “Purchase Settlement Date”). For each Purchase, the Investor shall pay to the Company
an amount in cash equal to the product of (i) the total Purchase Share Amount purchased by the Investor in such Purchase and (ii) the
applicable Purchase Price per Share to be paid by the Investor in such Purchase, as full payment for such total Purchase Share Amount,
via wire transfer of immediately available funds following the last Trading Day of the applicable VWAP Purchase Valuation Period. If the
Company or the Transfer Agent shall fail for any reason, other than a failure of the Investor or its Broker-Dealer to set up a DWAC and
required instructions, to electronically transfer any Shares as DWAC Shares in respect of a Purchase within five (5) Trading Days
following the receipt by the Company of the applicable purchase price therefor in compliance with this Section 3.3, and if on or
after such Trading Day the Investor purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction
of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company in respect of such Purchase, then the
Company shall, within two (2) Trading Days after the Investor’s request, either (1) pay cash to the Investor in an amount
equal to the Investor’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased
(the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares shall
terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor
in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement
for all of the Shares to be purchased by the Investor in connection with such Purchase. The Company shall not issue any fraction of a
share of Common Stock upon any Purchase. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Company
shall round such fraction of a share of Common Stock up or down to the nearest whole share. All payments made under this Agreement shall
be made by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice
in accordance with the provisions of this Agreement.


 


Section 3.4. Compliance
with Rules of Trading Market.


 


(a) Exchange
Cap. To the extent the Company has not opted to apply the governance practices of its home country pursuant to NASDAQ Listing
Rule 5615(a)(3) and subject to Section 3.4(b), the Company shall not issue or sell any shares of Common Stock pursuant to this Agreement,
and the Investor shall not purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after giving
effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement and the transactions contemplated
hereby would exceed 627,400 (representing 19.99% of the shares of Common Stock issued and outstanding immediately prior to the execution
of this Agreement), which number of shares shall be reduced, on a share-for-share basis, by the number of shares of Common Stock
issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by
this Agreement under applicable rules of the Trading Market (such maximum number of shares, the “Exchange Cap”),
unless the Company’s stockholders have approved the issuance of Common Stock pursuant to this Agreement in excess of the Exchange
Cap in accordance with the applicable rules of the Trading Market. For the avoidance of doubt, the Company may, but shall be under no
obligation to, request its stockholders to approve the issuance of Common Stock pursuant to this Agreement; provided, that
if such stockholder approval is not obtained, the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions
contemplated hereby at all times during the term of this Agreement (except as set forth in Section 3.4(b)).


 






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(b) At-Market Transaction. Notwithstanding
Section 3.4(a) above, the Exchange Cap shall not be applicable for any purposes of this Agreement and the transactions contemplated
hereby, solely to the extent that (and only for so long as) the Average Price shall equal or exceed the Base Price (it being hereby acknowledged
and agreed that the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all
other times during the term of this Agreement, unless the stockholder approval referred to in Section 3.4(a) is obtained). The parties
acknowledge and agree that the Minimum Price used to determine the Base Price hereunder represents the lower of (i) the official
closing price of the Common Stock on the Trading Market (as reflected on Nasdaq.com) on the date of this Agreement and (ii) the average
official closing price of the Common Stock on the Trading Market (as reflected on Nasdaq.com) for the five (5) consecutive Trading
Days ending on the date of this Agreement.


 


(c) General. The
Company shall not issue or sell any shares of Common Stock pursuant to this Agreement if such issuance or sale would reasonably be expected
to result in (A) a violation of the Securities Act or (B) a breach of the rules of the Trading Market. The provisions of this
Section 3.4 shall be implemented in a manner otherwise than in strict conformity with the terms of this Section 3.4 only if
necessary to ensure compliance with the Securities Act and the applicable rules of the Trading Market.


 


Section 3.5. Beneficial
Ownership Limitation. Notwithstanding anything to the contrary contained in this Agreement, the number of Securities then to be
purchased by the Investor shall not exceed the number of such shares that, when aggregated with all other shares of Common Stock then
owned by the Investor beneficially or deemed beneficially owned by the Investor, would result in the Investor owning more than the Beneficial
Ownership Limitation (as defined below), as determined in accordance with Section 16 of the Exchange Act and the regulations promulgated
thereunder. For purposes of this Section 3.5, in the event that the amount of Common Stock outstanding is greater on a Closing
Date than on the date upon which the Purchase Notice associated with such Closing Date is given, the amount of Common Stock outstanding
on such issuance of a Purchase Notice shall govern for purposes of determining whether the Investor, when aggregating all purchases of
Common Stock made pursuant to this Agreement, would own more than the Beneficial Ownership Limitation following such Closing Date. The
“Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately
prior to the issuance of shares of Common Stock issuable pursuant to a Purchase Notice. Upon mutual agreement of Company and Investor,
expressed in writing upon not less than 61 days’ prior written notice, the Beneficial Ownership Limitation may be increased to 9.99%
of the number of shares of the Common Stock outstanding immediately prior to the issuance of shares of Common Stock issuable pursuant
to a Purchase Notice. Any such increase from 4.99% to 9.99% will not be effective until the 61st day after such notice is agreed to by
the parties.


 






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ARTICLE IV


REPRESENTATIONS, WARRANTIES AND COVENANTS OF
THE INVESTOR


 


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


 


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


 


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


 


Section 4.3. No
Conflicts. The execution, delivery and performance by the Investor of this Agreement and the Registration Rights Agreement and
the consummation by the Investor of the transactions contemplated hereby and thereby do not and shall not (i) result in a violation
of such Investor’s certificate of formation, limited liability company agreement or other applicable organizational instruments,
(ii) conflict with, constitute a default (or an event which, with notice or lapse of time or both, would become a default) under,
or give rise to any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust,
indenture, note, bond, license, lease agreement, instrument or obligation to which the Investor is a party or by which it or any of its
property or assets is bound, (iii) create or impose any lien, charge or encumbrance on any property of the Investor under any agreement
or any commitment to which the Investor is party or under which the Investor is bound or under which any of its properties or assets are
bound, or (iv) result in a violation of any federal, state, local or foreign statute, rule, or regulation, or any order, judgment
or decree of any court or governmental agency applicable to the Investor or by which any of its properties or assets is bound or affected,
except, in the case of clauses (ii), (iii) and (iv), for such conflicts, defaults, terminations, amendments, acceleration, cancellations
and violations as would not, individually or in the aggregate, prohibit or otherwise interfere with, in any material respect, the ability
of the Investor to enter into and perform its obligations under this Agreement and the Registration Rights Agreement. The Investor is
not required under any applicable federal, state, local or foreign law, rule or regulation to obtain any consent, authorization or order
of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its
obligations under this Agreement and the Registration Rights Agreement or to purchase or acquire the Securities in accordance with the
terms hereof; provided, however, that for purposes of the representation made in this sentence, the Investor is
assuming and relying upon the accuracy of the relevant representations and warranties and the compliance with the relevant covenants and
agreements of the Company in the Transaction Documents to which it is a party.


 






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


 


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


 


Section 4.7. Information. All
materials relating to the business, financial condition, management and operations of the Company and materials relating to the offer
and sale of the Securities which have been requested by the Investor have been furnished or otherwise made available to the Investor or
its advisors, including, without limitation, the Commission Documents filed with or furnished to the Commission as of the applicable date
or time this representation is being made under Article VII hereof. The Investor understands that its investment in the
Securities involves a high degree of risk. The Investor is able to bear the economic risk of an investment in the Securities, including
a total loss thereof, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits
and risks of a proposed investment in the Securities. The Investor and its advisors have been afforded the opportunity to ask questions
of and receive answers from representatives of the Company concerning the financial condition and business of the Company and other matters
relating to an investment in the Securities. Neither such inquiries nor any other due diligence investigations conducted by the Investor
or its advisors, if any, or its representatives shall modify, amend or affect the Investor’s right to rely on the Company’s
representations and warranties contained in this Agreement. The Investor has sought such accounting, legal and tax advice as it has considered
necessary to make an informed investment decision with respect to its acquisition of the Securities. The Investor understands that it
(and not the Company) shall be responsible for its own tax liabilities that may arise as a result of this investment or the transactions
contemplated by this Agreement.


 


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


 






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


 


Section 4.10. Not
an Affiliate. The Investor is not an officer, director or an Affiliate of the Company. As of the date of this Agreement, the
Investor does not beneficially own any shares of Common Stock or securities exercisable for or convertible into shares of Common
Stock, and during the Investment Period, the Investor will not acquire beneficial ownership of any shares of the Company’s
capital stock (including shares of Common Stock or securities exercisable for or convertible into shares of Common Stock) other than
pursuant to this Agreement; provided, however, that nothing in this Agreement shall prohibit or be deemed to
prohibit the Investor from purchasing, in an open market transaction or otherwise, shares of Common Stock necessary to make delivery
by the Investor in satisfaction of a sale by the Investor of Shares that the Investor anticipated receiving from the Company in
connection with the settlement of a Purchase if the Company or its transfer agent shall have failed for any reason (other than a
failure of Investor or its Broker-Dealer to set up a DWAC and required instructions) to electronically transfer all of the Shares
subject to such Purchase to the Investor on the applicable Settlement Date by crediting the Investor’s or its designated
Broker-Dealer’s account at DTC through its DWAC delivery system in compliance with Section 3.3 of this Agreement.


 


Section 4.11. Statutory
Underwriter Status. The Investor acknowledges that it will be disclosed as an “underwriter” and a “selling stockholder”
in each Registration Statement and in any Prospectus contained therein to the extent required by applicable law and to the extent the
Prospectus is related to the resale of Registrable Securities.


 


Section 4.12. Resales
of Securities. The Investor represents, warrants and covenants that it will resell such Securities only pursuant to the Registration
Statement in which the resale of such Securities is registered under the Securities Act, in a manner described under the caption “Plan
of Distribution” in such Registration Statement, and in a manner in compliance with all applicable U.S. federal and state securities
laws, rules and regulations, including, without limitation, any applicable prospectus delivery requirements of the Securities Act.


 


ARTICLE V


REPRESENTATIONS, WARRANTIES AND COVENANTS OF
THE COMPANY


 


Except as set forth in the disclosure
schedule delivered by the Company to the Investor (which is hereby incorporated by reference in, and constitutes an integral part of,
this Agreement) (the “Disclosure Schedule”), the Company hereby makes the following representations, warranties
and covenants to the Investor:


 


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


 






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Section 5.2. Authorization,
Enforcement. The Company has the requisite corporate power and authority to enter into and perform its obligations under each
of the Transaction Documents to which it is a party and to issue the Securities in accordance with the terms hereof and thereof.
Except for approvals of the Company’s Board of Directors or a committee thereof as may be required in connection with any issuance
and sale of Shares to the Investor hereunder (which approvals shall be obtained prior to the delivery of any Purchase Notice), the execution,
delivery and performance by the Company of each of the Transaction Documents to which it is a party and the consummation by it of the
transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, and no further consent
or authorization of the Company, its Board of Directors or its stockholders is required. Each of the Transaction Documents to which the
Company is a party has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company enforceable
against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s
rights and remedies or by other equitable principles of general application (including any limitation of equitable remedies).


 


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


 






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Section 5.4. Issuance
of Securities. The Commitment Shares have been, and the Shares to be issued under this Agreement have been, or with respect to
Shares to be purchased by the Investor pursuant to a particular Purchase Notice, will be, prior to the delivery to the Investor hereunder
of such Purchase Notice, duly authorized by all necessary corporate action on the part of the Company.  The
Commitment Shares, when issued to the Investor in accordance with this Agreement, and the Shares, when issued and sold against payment
therefor in accordance with this Agreement, shall be validly issued, fully paid and non-assessable and free from all liens,
charges, taxes, security interests, encumbrances, rights of first refusal, preemptive or similar rights with respect to the issue thereof,
and the Investor shall be entitled to all rights accorded to a holder of Common Stock. An aggregate of 750,552  shares
of Common Stock have been duly authorized and reserved by the Company for issuance as Securities under this Agreement.


 


Section 5.5. No
Conflicts. The execution, delivery and performance by the Company of each of the Transaction Documents to which it is a party
and the consummation by the Company of the transactions contemplated hereby and thereby do not and shall not (i) result in a violation
of any provision of the Company’s Charter or Bylaws, (ii) result in a breach or violation of any of the terms or provisions
of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give rise to any
rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond,
license, lease agreement, instrument or obligation to which the Company or any of its Subsidiaries is a party or is bound, (iii) create
or impose a lien, charge or encumbrance on any property or assets of the Company or any of its Subsidiaries under any agreement or any
commitment to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to
which any of their respective properties or assets is subject, or (iv) result in a violation of any federal, state, local or foreign
statute, rule, regulation, order, judgment or decree applicable to the Company or any of its Subsidiaries or by which any property or
asset of the Company or any of its Subsidiaries are bound or affected (including federal and state securities laws and regulations and
the rules and regulations of the Trading Market or any Eligible Market on which the Common Stock is listed or quoted), except, in the
case of clauses (ii), (iii) and (iv), for such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges,
encumbrances and violations as would not, individually or in the aggregate, have a Material Adverse Effect. Except as specifically contemplated
by this Agreement or the Registration Rights Agreement and as required under the Securities Act and any applicable state securities laws
and the rules and regulations of the Trading Market, the Company is not required to obtain any consent, authorization or order of, or
make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations
under the Transaction Documents to which it is a party, or to issue the Securities to the Investor in accordance with the terms hereof
and thereof (other than such consents, authorizations, orders, filings or registrations as have been obtained or made prior to the Closing
Date); provided, however, that, for purposes of the representation made in this sentence, the Company is assuming
and relying upon the accuracy of the representations and warranties of the Investor in this Agreement and the compliance by it with its
covenants and agreements contained in this Agreement and the Registration Rights Agreement.


 






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


 


(a) The
Company has filed all Commission Documents for the twelve months preceding the date of this Agreement. The Company has delivered or made
available to the Investor via EDGAR true and complete copies of the Commission Documents filed with or furnished to the Commission prior
to the Closing Date (including, without limitation, the 2021 20-F). No Subsidiary of the Company is required to file or furnish any
report, schedule, registration, form, statement, information or other document with the Commission. As of its filing date, each Commission
Document filed with or furnished to the Commission prior to the Closing Date (including, without limitation, the 2021 20-F) complied
in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and, as of its filing date (or,
if amended or superseded by a filing prior to the Closing Date, on the date of such amended or superseded filing). Each Registration Statement,
on the date it is filed with the Commission, on the date it is declared effective by the Commission, on each Purchase Exercise Date shall
comply in all material respects with the requirements of the Securities Act (including, without limitation, Rule 415 under the Securities
Act) and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary
in order to make the statements therein not misleading, except that this representation and warranty shall not apply to statements in
or omissions from such Registration Statement made in reliance upon and in conformity with information relating to the Investor furnished
to the Company in writing by or on behalf of the Investor expressly for use therein. The Prospectus and each Prospectus Supplement required
to be filed pursuant to this Agreement or the Registration Rights Agreement after the Closing Date, when taken together, on its date,
on each Purchase Exercise Date, shall comply in all material respects with the requirements of the Securities Act (including, without
limitation, Rule 424(b) under the Securities Act) and shall not contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading, except that this representation and warranty shall not apply to statements in or omissions from the Prospectus
or any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company
in writing by or on behalf of the Investor expressly for use therein. Each Commission Document (other than the Initial Registration Statement
or any New Registration Statement, or the Prospectus included therein or any Prospectus Supplement thereto) to be filed with or furnished
to the Commission after the Closing Date and incorporated by reference in the Initial Registration Statement or any New Registration Statement,
or the Prospectus included therein or any Prospectus Supplement thereto required to be filed pursuant to this Agreement or the Registration
Rights Agreement (including, without limitation, the Current Report), when such document is filed with or furnished to the Commission
and, if applicable, when such document becomes effective, as the case may be, shall comply in all material respects with the requirements
of the Securities Act or the Exchange Act, as applicable. There are no comments provided to the Company by the Commission’s staff
relating to any of the Commission Documents filed with or furnished to the Commission as of the applicable date or time this representation
is being made under Article VII hereof that remain outstanding or unresolved. The Commission has not issued any stop
order or other order suspending the effectiveness of any registration statement filed by the Company under the Securities Act or the Exchange
Act.


 






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(b) The
financial statements of the Company included in the Commission Documents filed with or furnished to the Commission as of the applicable
date or time this representation is being made under Article VII hereof, together with the related notes and schedules
thereto, comply as to form in all material respects with the applicable accounting requirements of the Securities Act in effect as of
the time of filing and present fairly in all material respects the consolidated financial condition of the Company and its consolidated
subsidiaries as of the dates shown and its results of operations and cash flows for the periods shown, and such financial statements have
been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied
on a consistent basis throughout the periods covered thereby except for any normal year-end adjustments in the Company’s
quarterly financial statements; all non-GAAP financial information included in such Commission Documents complies with the requirements
of Regulation G and Item 10 of Regulation S-K under the Securities Act, to the extent applicable; and, except as disclosed in
the Commission Documents, there are no material off-balance sheet arrangements (as defined in Regulation S-K under
the Act, Item 303(a)(4)(ii)) that may reasonably have a material current or, to the Company’s Knowledge, material future effect
on the Company’s financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components
of revenue or expenses.


 


(c) Except
as set forth in the Commission Documents, the Company and the Subsidiaries maintain a system of internal accounting controls sufficient
to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations,
(ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain
asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization,
and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action
is taken with respect to any differences. Except as set forth in the Commission Documents, the Company maintains disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) designed to ensure that material information
relating to the Company and its subsidiaries is communicated to the Company’s principal executive officer and principal financial
officer by others within those entities. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls
and procedures of the Company and the Subsidiaries as of the end of the period covered by the most recently filed periodic report under
the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic
report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures
based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over
financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have materially adversely affected,
or is reasonably likely to materially adversely affect, the internal control over financial reporting of the Company and its Subsidiaries.


 


(d) To the
Company’s Knowledge, MaloneBailey LLP , which has expressed its opinion with respect to the consolidated financial statements and
schedules as of December 31, 2021 and 2019, and for each of the three years in the period ended December 31, 2021, is (x) an
independent registered public accounting firm with respect to the Company within the meaning of the Securities Act and (y) not in
violation of the auditor independence requirements of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”).


 






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(e) There
is no failure on the part of the Company to comply in all material respects with any provision of the Sarbanes-Oxley Act and the rules
and regulations promulgated in connection therewith that are applicable to the Company.


 


Section 5.7. Subsidiaries.
The 2021 20-F sets forth each Subsidiary of the Company as of the Closing Date, other than those that may be omitted pursuant to
Item 601 of Regulation S-K, showing its jurisdiction of incorporation or organization, and the Company does not have any other
Subsidiaries as of the Closing Date. No Subsidiary of the Company is currently prohibited, directly or indirectly, from paying any dividends
to the Company, from making any other distribution on such Subsidiary’s capital stock, from repaying to the Company any loans or
advances to such Subsidiary from the Company or from transferring any of such Subsidiary’s property or assets to the Company or
any other Subsidiary of the Company, except as described in or contemplated by the Commission Documents or as would not reasonably be
expected to have a Material Adverse Effect.


 


Section 5.8. No
Material Adverse Effect or Material Adverse Change. Except as otherwise disclosed in any Commission Documents and on the
Disclosure Schedule, since the end of the Company’s most recent audited fiscal year, there has not occurred any material
adverse change in the business, properties, operations, financial condition or results of operations of the Company from that set
forth in the Commission Documents, including, without limitation, as a result of the recent outbreak of COVID-19, or as a
result of any measures intended to contain the outbreak of COVID-19 imposed by any federal, state, local or foreign
government or government agency in any country or region in which the Company, or any of its agents, consultants, advisors or
vendors, has assets or properties or conducts business, including, without limitation, any limitations, curtailments, suspensions or
closures of businesses, business offices or establishments, schools, properties and other public areas due to quarantines, curfews,
travel restrictions, workplace controls, “stay-at-home” orders, social distancing requirements or guidelines or
other public gathering restrictions or limitations.


 


Section 5.9. No
Undisclosed Liabilities. Neither the Company nor any of its Subsidiaries has any liabilities, obligations, claims or losses (whether
liquidated or unliquidated, secured or unsecured, absolute, accrued, contingent or otherwise) that would be required to be disclosed on
a balance sheet of the Company or any Subsidiary (including the notes thereto) in conformity with GAAP and are not disclosed in the Commission
Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries respective businesses since December 31,
2021 and which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.


 


Section 5.10. No
Undisclosed Events or Circumstances. 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, operations (including results thereof) or conditions
(financial or otherwise), which, under applicable law, rule or regulation, requires public disclosure or announcement by the Company at
or before the Closing but which has not been so publicly announced or disclosed, except for events or circumstances which, individually
or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.


 






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Section 5.11. Indebtedness;
Solvency. For the purposes of this Agreement, “Indebtedness” shall mean (a) any liabilities for
borrowed money or amounts owed in excess of $1,000,000 (other than trade accounts payable incurred in the ordinary course of business),
(b) all guaranties, endorsements, indemnities and other contingent obligations in respect of Indebtedness of others in excess of $1,000,000,
whether or not the same are or should be reflected in the Company’s balance sheet (or the notes thereto), except guaranties by endorsement
of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (c) the present
value of any lease payments in excess of $1,000,000 due under leases required to be capitalized in accordance with GAAP. There is no existing
or continuing default or event of default in respect of any Indebtedness of the Company or any of its Subsidiaries. The Company has not
taken any steps, and does not currently expect to take any steps, to seek protection pursuant to Title 11 of the United States Code or
any similar federal or state bankruptcy law or law for the relief of debtors, nor does the Company have any Knowledge that its creditors
intend to initiate involuntary bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under
Title 11 of the United States Code or any other federal or state bankruptcy law or any law for the relief of debtors. The Company is financially
solvent and is generally able to pay its debts as they become due.


 


Section 5.12. Title
To Assets. The Company and each of its Subsidiaries has good and marketable title in fee simple to all real property and good
and marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in
each case free and clear of all liens, encumbrances and defects except such as do not materially affect the value of such property and
do not interfere with the use made and proposed to be made of such property by the Company and its Subsidiaries; and any real property
and buildings held under lease by the Company and its Subsidiaries are held by it under valid, subsisting and enforceable leases with
such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property
and buildings by the Company and its Subsidiaries, in each case except as described in the Commission Documents.


 


Section 5.13. Actions
Pending. There are no legal or governmental proceedings pending or, to the Knowledge of the Company, threatened to which the Company
or any of its Subsidiaries is a party or to which any of the properties of the Company or any of its Subsidiaries is subject (i) other
than proceedings accurately described in all material respects in the Commission Documents and proceedings that, individually or in the
aggregate, would not reasonably be expected to have a Material Adverse Effect, or on the power or ability of the Company to perform its
obligations under this Agreement and the Registration Rights Agreement or to consummate the transactions contemplated by the Transaction
Documents or (ii) that are required to be described in the Commission Documents and are not so described; and there are no statutes,
regulations, contracts or other documents to which the Company is subject or by which the Company is bound that are required to be described
in the Commission Documents or to be filed as exhibits to the Commission Documents that are not described or filed as required.


 


Section 5.14. Compliance
With Law. The business of the Company and the Subsidiaries has been and is presently being conducted in compliance with all applicable
federal, state, local and foreign governmental laws, rules, regulations and ordinances, except as set forth in the Commission Documents
and except for such non-compliance which, individually or in the aggregate, would not have a Material Adverse Effect. Neither
the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation
applicable to the Company or any of its Subsidiaries, except in all cases for any such violations which could not, individually or in
the aggregate, have a Material Adverse Effect.


 






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


 


Section 5.16. Disclosure.
The Company confirms that neither it nor any other Person acting on its behalf has provided the Investor or any of its agents, advisors
or counsel with any information that constitutes or could reasonably be expected to constitute material, nonpublic information concerning
the Company or any of its Subsidiaries, other than the existence of the transactions contemplated by the Transaction Documents. The Company
understands and confirms that the Investor will rely on the foregoing representations in effecting resales of Securities under the Registration
Statement. All disclosure provided to Investor regarding the Company and its Subsidiaries, their businesses and the transactions contemplated
by the Transaction Documents (including, without limitation, the representations and warranties of the Company contained in the Transaction
Documents to which it is a party (as modified by the Disclosure Schedule)) furnished in writing by or on behalf of the Company or any
of its Subsidiaries for purposes of or in connection with the Transaction Documents (other than forward-looking information and projections
and information of a general economic nature and general information about the Company’s industry), taken together, is true and
correct in all material respects on the date on which such information is dated or certified, and does not contain any untrue statement
of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances
under which they were made, not misleading at such time.


 


Section 5.17. Operation
of Business.


 


(a) The
Company and its Subsidiaries possess all material certificates, authorizations and permits issued by the appropriate federal, state or
foreign regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates,
authorizations or permits would not, individually or in the aggregate, have a Material Adverse Effect; and neither the Company nor any
of its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization
or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected
to have a Material Adverse Effect, except, in each case, as described in the Commission Documents. This Section 5.17(a) does not
relate to environmental matters, such items being the subject of Section 5.18.


 






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(b) Except as described in
the Commission Documents, (i) the Company and its Subsidiaries own or have a valid license to all patents, inventions,
copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information,
systems or procedures), trademarks, service marks, trade names, domain names and other intellectual property, including any and all
registrations, applications for registration, and goodwill associated with any of the foregoing (collectively,
“Intellectual Property Rights”) currently employed by them in connection with the business as described in
the Commission Documents, except where the failure to own, possess, license, have the right to use any of the foregoing would not
reasonably be expected to result in a Material Adverse Effect; (ii) the Intellectual Property Rights owned by the Company and
its Subsidiaries and, to the Company’s Knowledge, the Intellectual Property Rights exclusively licensed to the Company and its
Subsidiaries, in each case, which are material to the conduct of the business of the Company and its subsidiaries as described in
the Commission Documents are valid, subsisting and enforceable, and there is no pending or, to the Company’s Knowledge,
threatened action, suit, proceeding or claim by others challenging the validity, scope or enforceability of any such Intellectual
Property Rights; (iii) neither the Company nor any of its Subsidiaries has received any notice alleging any infringement,
misappropriation or other violation of Intellectual Property Rights which, individually or in the aggregate, if the subject of an
unfavorable decision, ruling or finding, would have a Material Adverse Effect; (iv) all Intellectual Property Rights owned or
purported to be owned by the Company or its Subsidiaries is owned solely by the Company or its Subsidiaries and is owned free and
clear of all liens, encumbrances, defects and other restrictions; (v) to the Company’s Knowledge, no third party is
infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, any Intellectual
Property Rights owned by the Company, except to the extent that the infringement, misappropriation or violation, would not,
individually or in the aggregate, have a Material Adverse Effect; (vi) to the Company’s Knowledge, neither the Company
nor any of its Subsidiaries infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise
violated, any Intellectual Property Rights of a third party; (vii) all employees or contractors engaged in the development of
Intellectual Property Rights on behalf of the Company or any Subsidiary have executed an invention assignment agreement whereby such
employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the
Company or the applicable Subsidiary, and to the Company’s Knowledge no such agreement has been breached or violated; and
(viii) the Company and its Subsidiaries use, and have used, commercially reasonable efforts to appropriately maintain all
information intended to be maintained as a trade secret.


 


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


 






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Section 5.19. Material
Agreements Except as set forth in the Commission Documents, neither the Company nor any Subsidiary of the Company is a party
to any written or oral contract, instrument, agreement commitment, obligation, plan or arrangement, a copy of which would be required
to be filed with the Commission as an exhibit to an annual report on Form 20-F (collectively, “Material Agreements”).
Each of the Material Agreements described in the Commission Documents filed with or furnished to the Commission as of the applicable date
or time this representation is being made under Article VII hereof conform in all material respects to the descriptions
thereof contained or incorporated by reference therein. Except as set forth in the Commission Documents, the Company and each of its Subsidiaries
have performed in all material respects all the obligations then required to be performed by them under the Material Agreements, have
received no notice of default or an event of default by the Company or any of its Subsidiaries thereunder and are not aware of any basis
for the assertion thereof, and neither the Company or any of its Subsidiaries nor, to the Knowledge of the Company, any other contracting
party thereto are in default under any Material Agreement now in effect, the result of which would have a Material Adverse Effect. Except
as set forth in the Commission Documents, each of the Material Agreements is in full force and effect, and constitutes a legal, valid
and binding obligation enforceable in accordance with its terms against the Company and/or any of its Subsidiaries and, to the Knowledge
of the Company, each other contracting party thereto, except as such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement
of, creditor’s rights and remedies or by other equitable principles of general application.


 


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


 


Section 5.21. Employees;
Labor Laws. Each benefit and compensation plan, agreement, policy and arrangement that is maintained, administered or contributed
to by the Company for current or former employees or directors of, or independent contractors with respect to, the Company has been maintained
in material compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, and the Company
has complied in all material respects with all applicable statutes, orders, rules and regulations in regard to such plans, agreements,
policies and arrangements. Each stock option granted under any equity incentive plan of the Company (each, a “Stock Plan”)
was granted with a per share exercise price no less than the market price per common share on the grant date of such option in accordance
with the rules of the Trading Market, and no such grant involved any “back-dating,” “forward-dating” or similar
practice with respect to the effective date of such grant; each such option (i) was granted in compliance in all material respects
with all applicable U.S. and foreign statutes, rules, regulations, or guidance applicable to Company and its Subsidiaries and with the
applicable Stock Plan(s), (ii) was duly approved by the Board of Directors or a duly authorized committee or delegate thereof, and (iii) has
been properly accounted for in the Company’s financial statements and disclosed, to the extent required, in the Company’s
filings or submissions with the Commission, and the Trading Market. No labor problem or dispute with the employees of the Company exists
or is threatened or imminent, and the Company is not aware of any existing or imminent labor disturbance by the employees of any of its
principal suppliers or contractors, that would have a Material Adverse Effect.


 


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


 






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Section 5.23. Investment
Company Act Status. The Company is not, and immediately after giving effect to the sale of the Shares in accordance with this
Agreement and the application of the proceeds from the sale of the Shares as will be set forth in the Prospectus included in any Registration
Statement (and any post-effective amendment thereto) and any Prospectus Supplement thereto filed pursuant to the Registration Rights Agreement,
will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940,
as amended.


 


Section 5.24. ERISA.
Except as set forth in the Commission Documents, the Company is not a party to an “employee benefit plan,” as defined in Section 3(3)
of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), which: (i) is subject to
Title IV of ERISA and (ii) is or was at any time maintained, administered or contributed to by the Company or any of its ERISA Affiliates
(as defined hereafter). These plans are referred to collectively herein as the “Employee Plans.” An “ERISA Affiliate”
of any person or entity means any other person or entity which, together with that person or entity, could be treated as a single employer
under Section 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amended (the “Code”).
Each Employee Plan has been maintained in material compliance with its terms and the requirements of applicable law. Except as disclosed
in the Commission Documents, there is no liability in respect of post-retirement health and medical benefits for retired employees of
the Company or any of its ERISA Affiliates, other than medical benefits required to be continued under applicable law. No “prohibited
transaction”(as defined in either Section 406 of ERISA or Section 4975 of the Code) has occurred with respect to any Employee
Plan; and each Employee Plan that is intended to be qualified under Section 401(a) of the Code is so qualified, and nothing has occurred,
whether by action or by failure to act, which could cause the loss of such qualification (except where such occurrence or failure to qualify
would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole).


 


Section 5.25. Taxes.
The Company and each of its Subsidiaries has filed all federal, state, local and foreign tax returns required to be filed through the
Closing Date or has requested extensions thereof (except where the failure to file would not, individually or in the aggregate, have a
Material Adverse Effect on the Company and its Subsidiaries, taken as a whole) and have paid all taxes required to be paid thereon (except
for cases in which the failure to file or pay would not, individually or in the aggregate, have a Material Adverse Effect on the Company
and its Subsidiaries, taken as a whole, or, except as are currently being contested in good faith and for which reserves required by U.S.
GAAP have been created in the financial statements of the Company), and no tax deficiency has been determined adversely to the Company
or any of its Subsidiaries which, individually or in the aggregate, has had (nor does the Company nor any of its Subsidiaries have any
notice or knowledge of any tax deficiency which could reasonably be expected to be determined adversely to the Company or its Subsidiaries
and which would reasonably be expected to have) a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. The term
“taxes” mean all federal, state, local, foreign, and other net income, gross income, gross receipts, sales, use, ad valorem,
transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation,
premium, property, windfall profits, customs, duties or other taxes, fees, assessments, or charges of any kind whatsoever, together with
any interest and any penalties, additions to tax, or additional amounts with respect thereto. The term “returns” means all
returns, declarations, reports, statements, and other documents required to be filed in respect to taxes.


 






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Section 5.26. Insurance.
The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such
amounts as in the Company’s reasonable judgment are prudent and customary in the businesses in which the Company and the Subsidiaries
are engaged, including, but not limited to, directors and officers insurance coverage. Neither the Company nor any Subsidiary has any
reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar
coverage from similar insurers as may be necessary to continue its business at a cost that would not, individually or in the aggregate,
have a Material Adverse Effect on the Company and its subsidiaries, taken as a whole.


 


Section 5.27. Exemption
from Registration. Subject to, and in reliance on, the representations, warranties and covenants made herein by the Investor,
the offer and sale of the Securities in accordance with the terms and conditions of this Agreement is exempt from the registration requirements
of the Securities Act pursuant to Section 4(a)(2) and/or Rule 506(b) of Regulation D; provided, however,
that at the request of and with the express agreements of the Investor (including, without limitation, the representations, warranties
and covenants of Investor set forth in Section 4.9 through 4.13), the Securities to be issued from and after Commencement to or for
the benefit of the Investor pursuant to this Agreement shall be issued to the Investor or its designee only as DWAC Shares and will not
bear legends noting restrictions as to resale of such securities under federal or state securities laws, nor will any such securities
be subject to stop transfer instructions.


 


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


 


Section 5.29. No
Integrated Offering. None of the Company or any of its Affiliates, nor any Person acting on their behalf has, directly or indirectly,
made any offers or sales of any security or solicited any offers to buy any security, in a manner that would require registration of the
issuance of any of the Securities under the Securities Act, whether through integration with prior offerings or otherwise, or cause this
offering of the Securities to require approval of stockholders of the Company under the rules and regulations of the Trading Market. None
of the Company, its Subsidiaries, their Affiliates nor any Person acting on their behalf will take any action or steps referred to in
the preceding sentence that would require registration of the issuance of any of the Securities under the Securities Act or cause the
offering of any of the Securities to be integrated with other offerings.


 


Section 5.30. Dilutive
Effect. The Company is aware and acknowledges that issuance of the Securities could cause dilution to existing stockholders and
could significantly increase the outstanding number of shares of Common Stock. The Company further acknowledges that its obligation to
issue the Commitment Shares and to issue the Shares pursuant to the terms of a Purchase, in each case, is (subject to the terms and conditions
in this Agreement) absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests
of other stockholders of the Company.


 






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Section 5.31. Manipulation
of Price. Neither the Company nor any of its officers, directors or Affiliates has, and, to the Knowledge of the Company, no Person
acting on their behalf has, (i) taken, directly or indirectly, any action designed or intended to cause or to result in the stabilization
or manipulation of the price of any security of the Company, or which caused or resulted in, or which would in the future reasonably be
expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, in each case to facilitate
the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of,
any of the Securities, except as set forth on Section 5.15 of the Disclosure Schedule, or (iii) paid or agreed to pay to any
Person any compensation for soliciting another to purchase any other securities of the Company. Neither the Company nor any of its officers,
directors or Affiliates will during the term of this Agreement, and, to the Knowledge of the Company, no Person acting on their behalf
will during the term of this Agreement, take any of the actions referred to in the immediately preceding sentence.


 


Section 5.32. Securities
Act. Except as set forth in the Disclosure Schedule, the Company has complied and shall comply with all applicable federal and
state securities laws in connection with the offer, issuance and sale of the Securities hereunder, including, without limitation, the
applicable requirements of the Securities Act. Each Registration Statement, upon filing with the Commission and at the time it is declared
effective by the Commission, shall satisfy all of the requirements of the Securities Act to register the resale of the Registrable Securities
included therein by the Investor in accordance with the Registration Rights Agreement on a delayed or continuous basis under Rule 415
under the Securities Act at then-prevailing market prices, and not fixed prices. The Company is not an issuer identified in Rule 144(i)(1)(i).


 





Section 5.33. Registration Statement.
The Company has prepared and filed the Registration Statement with the SEC in accordance with the Securities Act. The Registration Statement
was declared effective by order of the SEC on July 21, 2020. The Registration Statement is effective pursuant to the Securities Act and
available for the issuance of the Securities thereunder, and the Company has not received any written notice that the SEC has issued or
intends to issue a stop order or other similar order with respect to the Registration Statement or the Prospectus or that the SEC otherwise
has (i) suspended or withdrawn the effectiveness of the Registration Statement or (ii) issued any order preventing or suspending the use
of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has threatened in writing
to do so. The “Plan of Distribution” section of the Prospectus permits the issuance of the Securities under the terms of this
Agreement. At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each
deemed effective date thereof pursuant to Rule 430B(f)(2) of the Securities Act, the Registration Statement and any amendments thereto
complied and will comply in all material respects with the requirements of the Securities Act and did not and will not contain any untrue
statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein
not misleading; and the Base Prospectus and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement
thereto was issued and on the Commencement Date, complied and will comply in all material respects with the requirements of the Securities
Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make
the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and
warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information
relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The Company meets
all of the requirements for the use of a registration statement on Form F-3 pursuant to the Securities Act for the offering and sale of
the securities contemplated by this Agreement in reliance on General Instruction I.B.5. of Form F-3, and the SEC has not notified the
Company of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Company
hereby confirms that the issuance of the Common Stock to the Investor pursuant to this Agreement would not result in non-compliance with
the Securities Act or any of the General Instructions to Form F-3. The Registration Statement, as of its effective date, meets the requirements
set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Registration Statement that
the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating
to any of the Securities, the Company was not, and as of the date of this Agreement the Company is not, an Ineligible Issuer (as defined
in Rule 405 of the Securities Act). The Company has not distributed any offering material in connection with the offering and sale of
any of the Common Stock, and, until the Investor does not hold any of the Securities, shall not distribute any offering material in connection
with the offering and sale of any of the Securities, to or by the Investor, in each case, other than the Registration Statement or any
amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company
has not made and shall not make an offer relating to the Securities that would constitute a “free writing prospectus” as defined
in Rule 405 under the Securities Act.


 






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Section 5.34. Listing
and Maintenance Requirements; DTC Eligibility. As of the Closing Date, the Common Stock is registered pursuant to Section 12(b)
of the Exchange Act, and the Company has taken no action designed to, or which to its Knowledge is likely to have the effect of, terminating
the registration of the Common Stock under the Exchange Act, nor has the Company received any notification that the Commission is contemplating
terminating such registration. As of the Closing Date, the Company has not received notice from the Trading Market or any Eligible Market
on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance
requirements of such Trading Market or Eligible Market, as applicable. As of the Closing Date, the Company is in compliance with all such
listing and maintenance requirements. The Common Stock is eligible for participation in the DTC book entry system and has shares on deposit
at DTC for transfer electronically to third parties via DTC through its Deposit/Withdrawal at Custodian (“DWAC”)
delivery system. The Company has not received notice from DTC to the effect that a suspension of, or restriction on, accepting additional
deposits of the Common Stock, electronic trading or book-entry services by DTC with respect to the Common Stock is being imposed or is
contemplated.


 


Section 5.35. Application
of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable
any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar
anti-takeover provision under the Company’s Charter or the laws of its state of incorporation that is or could become applicable
to the Investor as a result of the Investor and the Company fulfilling their respective obligations or exercising their respective rights
under the Transaction Documents (as applicable), including, without limitation, as a result of the Company’s issuance of the Securities
and the Investor’s ownership of the Securities.


 


Section 5.36. No
Unlawful Payments. Neither the Company nor any of its Subsidiaries nor any director or officer, nor, to the Knowledge of the Company,
any employee, agent, representative or Affiliate of the Company, has taken within the past five years any action in furtherance of an
offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value,
directly or indirectly, to any “government official” (including any officer or employee of a government or government-owned
or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of
the foregoing, or any political party or party official or candidate for political office) to influence official action or secure an improper
advantage (to the extent acting on behalf of or providing services to the Company); and the Company and its Subsidiaries have conducted
their businesses within the past five years in compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”)
and other applicable anti-corruption laws, and have instituted and maintain policies and procedures designed to promote and achieve compliance
with such laws and with the representation and warranty contained herein.


 






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Section 5.37. Money
Laundering Laws. The operations of the Company are and have been conducted at all times within the past five years in material
compliance with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended
by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act
of 2001 (USA PATRIOT Act), and the applicable anti-money laundering statutes of jurisdictions where the Company conducts business, the
rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any
governmental agency (collectively, the “Money Laundering Laws”), and no action, suit or proceeding by or before
any court or governmental agency, authority or body or any arbitrator involving the Company with respect to the Money Laundering Laws
is pending or, to the best Knowledge of the Company, threatened.


 


Section 5.38. OFAC.
Neither the Company nor any of its Subsidiaries, nor any director, officer, or employee thereof, nor, to the Company’s Knowledge,
any agent, affiliate or representative of the Company, is a Person that is, or is owned or controlled by a Person that is (i) the
subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the United
Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”),
nor (ii) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation,
Crimea, Cuba, Iran, North Korea and Syria). Neither the Company nor any of its Subsidiaries will, directly or indirectly, use the proceeds
from the sale of Shares under this Agreement, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture
partner or other Person (a) to fund or facilitate any activities or business of or with any Person or in any country or territory
that, at the time of such funding or facilitation, is the subject of Sanctions, or (b) in any other manner that will result in a
violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or
otherwise). For the past five years, neither the Company nor any of its Subsidiaries have knowingly engaged in, or are now knowingly engaged
in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or
was the subject of Sanctions.


 


Section 5.39. U.S.
Real Property Holding Corporation. For the tax year that includes the Closing Date, neither the Company nor any of its Subsidiaries
is a U.S. real property holding corporation within the meaning of Section 897 of the Code.


 






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Section 5.40. Information
Technology; Compliance With Data Privacy Laws.


 


(i) The Company and its subsidiaries
use and have used any and all software and other materials distributed under a “free,” “open source,” or similar
licensing model (including but not limited to the MIT License, Apache License, GNU General Public License, GNU Lesser General Public License
and GNU Affero General Public License) (“Open Source Software”) in compliance with all material license terms
applicable to such Open Source Software; and (ii) neither the Company nor any of its subsidiaries uses or distributes or has used
or distributed any Open Source Software in any manner that requires or has required (A) the Company or any of its subsidiaries to
permit reverse engineering of any software code or other technology owned by the Company or any of its subsidiaries or (B) any software
code or other technology owned by the Company or any of its subsidiaries to be (1) disclosed or distributed in source code form,
(2) licensed for the purpose of making derivative works or (3) redistributed at no charge.


 


(ii) Except as would not have
a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, (i) the Company and each of its Subsidiaries have
complied and are presently in compliance with all internal and external privacy policies, contractual obligations, applicable laws, statutes,
judgments, orders, rules and regulations of any court or arbitrator or other governmental or regulatory authority and any other legal
obligations, in each case, relating to the collection, use, transfer, import, export, storage, protection, disposal and disclosure by
the Company or any of its subsidiaries of personal, personally identifiable, household, sensitive, confidential or regulated data (“Data
Security Obligations”, and such data, “Data”); (ii) the Company has not received any notification
of or complaint regarding non-compliance with any Data Security Obligation; and (iii) of there is no action, suit or proceeding
by or before any court or governmental agency, authority or body pending or, to the Knowledge of the Company, threatened alleging non-compliance with
any Data Security Obligation.


 


(iii) The Company and each of
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,
free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and each of
its Subsidiaries has taken reasonable technical and organizational measures to protect the IT Systems and Data used in connection with
the operation of the Company’s and its Subsidiaries’ businesses. Without limiting the foregoing, the Company and its Subsidiaries
have used reasonable efforts to establish and maintain, and have established, maintained, implemented and complied with, reasonable information
technology, information security, cyber security and data protection controls, policies and procedures, including oversight, access controls,
encryption, technological and physical safeguards and business continuity/disaster recovery and security plans that are designed to protect
against and prevent breach, destruction, loss, unauthorized distribution, use, access, disablement, misappropriation or modification,
or other compromise or misuse of or relating to any IT System or Data used in connection with the operation of the Company’s and
its Subsidiaries’ businesses (“Breach”). To the Company’s Knowledge, there has been no such material
Breach, and the Company and its Subsidiaries have not been notified of and have no Knowledge of any event or condition that would reasonably
be expected to result in, any such material Breach.


 






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Section 5.41. No
Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer,
other officer of the Company participating in the offering contemplated hereby, any beneficial owner of 20% or more of the Company’s
outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under
the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person”)
is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities
Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under
the Securities Act. The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification
Event.


 


Section 5.42. Accuracy
of Certain Summaries and Statements. The statements in the 2021 20-F under the caption “Certain Relationships and Related
Transactions, and Director Independence”, insofar as they purport to summarize the provisions of the documents referred to therein,
are accurate summaries in all material respects, except to the extent amended or supplemented by a filed Commission Document.


 


Section 5.43. Acknowledgement
Regarding Investor’s Acquisition of Securities. The Company acknowledges and agrees that the Investor is acting solely in
the capacity of an arm’s-length purchaser with respect to this Agreement and the transactions contemplated by the Transaction
Documents. The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in
any similar capacity) with respect to this Agreement and the transactions contemplated by the Transaction Documents, and any advice given
by the Investor or any of its representatives or agents in connection therewith is merely incidental to the Investor’s acquisition
of the Securities. The Company further represents to the Investor that the Company’s decision to enter into the Transaction Documents
to which it is a party has been based solely on the independent evaluation of the transactions contemplated thereby by the Company and
its representatives. The Company acknowledges and agrees that the Investor has not made and does not make any representations or warranties
with respect to the transactions contemplated by the Transaction Documents other than those specifically set forth in Article IV.


 






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ARTICLE VI


ADDITIONAL COVENANTS


 


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


 


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


 


Section 6.2. Reservation
of Common Stock. The Company has available and the Company shall reserve and keep available at all times, free of preemptive and
other similar rights of stockholders, the requisite aggregate number of authorized but unissued shares of Common Stock to enable the Company
to timely effect (i) the issuance and delivery of all Commitment Shares to be issued and delivered to the Investor under Section 10.1(ii)
hereof within the time period specified in Section 10.1(ii) hereof, and (ii) the issuance, sale and delivery of all Shares to
be issued, sold and delivered in respect of each Purchase effected under this Agreement, in the case of this clause (ii), at least prior
to the delivery by the Company to the Investor of the applicable Purchase Notice in connection with such Purchase. Without limiting the
generality of the foregoing, (a) as of the date of this Agreement, the Company has reserved, out of its authorized and unissued Common
Stock, 53,334 shares of Common Stock solely for the purpose of issuing all of the Commitment Shares under this Agreement to be issued
and delivered to the Investor under Section 10.1(ii) hereof within the time period specified in Section 10.1(ii) hereof, and
(b) as of the date of this Agreement the Company has reserved, and as of the Commencement Date shall have continued to reserve, out
of its authorized and unissued Common Stock 750,552 shares of Common Stock solely for the purpose of effecting Purchases under this Agreement.
The number of shares of Common Stock so reserved for the purpose of effecting Purchases under this Agreement may be increased from time
to time by the Company from and after the Commencement Date, and such number of reserved shares may be reduced from and after the Commencement
Date only by the number of Shares actually issued, sold and delivered to the Investor pursuant to any Purchase effected from and after
the Commencement Date pursuant to this Agreement.


 


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


 






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Section 6.4. Compliance
with Laws.


 


(i) During
the Investment Period, the Company shall comply, and cause each Subsidiary (if any) to comply, with applicable provisions of the Securities
Act and the Exchange Act, including Regulation M thereunder, applicable state securities or “Blue Sky” laws, and applicable
listing rules of the Trading Market or Eligible Market, except as would not, individually or in the aggregate, prohibit or otherwise interfere
with the ability of the Company to enter into and perform its obligations under this Agreement in any material respect or for Investor
to conduct resales of Securities under the Registration Statement in any material respect. Without limiting the foregoing, neither the
Company, nor to the Knowledge of the Company, any of their respective directors, officers, agents, employees or any other Persons acting
on their behalf shall, in connection with the operation of the Company’s businesses, (1) use any corporate funds for unlawful
contributions, payments, gifts or entertainment or to make any unlawful expenditures relating to political activity to government officials,
candidates or members of political parties or organizations, (2) pay, accept or receive any unlawful contributions, payments, expenditures
or gifts, or (3) violate or operate in noncompliance with any export restrictions, anti-boycott regulations, embargo regulations
or other applicable domestic or foreign laws and regulations, including, without limitation, the FCPA and the Money Laundering Laws.


 


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


 


Section 6.5. Keeping
of Purchase Records; Ongoing Due Diligence.


 


(i) During
the Investment Period, the Investor and the Company shall each maintain records showing the remaining Total Commitment and Aggregate Limit
at any given time and the dates and Purchase Share Amounts for each Purchase effected by the Company and settled pursuant to this Agreement.


 


(ii) Subject
to the requirements of Section 6.12, from time to time from and after the Closing Date, the Company shall make available for inspection
and review by the Investor during normal business hours and after reasonable notice, customary documentation reasonably requested by the
Investor and/or its appointed counsel or advisors to conduct due diligence; provided, however, that after the
Closing Date, the Investor’s continued due diligence shall not be a condition precedent to the Company’s right to deliver
to the Investor any Purchase Notice or the settlement thereof.


 






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Section 6.6. No
Frustration; No Variable Rate Transactions During Purchases; No Similar Transactions.


 


(i) No
Frustration. The Company shall not enter into, announce or recommend to its stockholders any agreement, plan, arrangement
or transaction in or of which the terms thereof would restrict, materially delay, conflict with or impair the ability or right of the
Company to perform its obligations under the Transaction Documents to which it is a party, including, without limitation, the obligation
of the Company to deliver the Securities to the Investor or its designee in accordance with the terms of this Agreement. For the avoidance
of doubt, nothing in this Section 6.6(i) shall in any way limit the Company’s right to terminate this Agreement in accordance
with Section 8.2 (subject in all cases to Section 8.3).


 


(ii) No
Dilutive Issuances Before Settlement of a Pending Purchase. None of the Company or any Subsidiary shall issue, sell or grant
any right, option or warrant to purchase, or issue, sell or grant any right to reprice (or reset the purchase price therefor), or otherwise
dispose of for cash (or enter into any agreement, plan or arrangement contemplating any of the foregoing, or seek to utilize any existing
agreement, plan or arrangement to effect any of the foregoing), or announce any offer, issuance, sale or grant of any option or warrant
to purchase or other disposition for cash (or any agreement, plan or arrangement therefor), at any time during the period beginning on
the Trading Day immediately preceding the applicable Purchase Exercise Date for a Purchase and ending on the applicable Purchase Settlement
Date for such Purchase (each such period for each Purchase, a “Reference Period”), any Common Stock or Common
Stock Equivalents, at an effective price per share of Common Stock less than the applicable Purchase Price per Share (such price, the
“Reference Price”) to be to be paid by the Investor in such Purchase effected during such Reference Period (each
such issuance, a “Dilutive Issuance”), other than an Exempt Issuance (it being understood and agreed that if
the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments,
reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which
are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share of Common Stock
that is less than the applicable Reference Price, such issuance shall be deemed to have occurred for less than the applicable Reference
Price on such date of the Dilutive Issuance at such effective price). If the Company enters into a Variable Rate Transaction during the
Reference Period involving the issuance of Common Stock Equivalents having a conversion price, exercise price, exchange rate or other
price that is based upon and/or varies with the trading prices of or quotations for the Common Stock at any time after the initial issuance
of such Common Stock Equivalents, the Company shall be deemed to have issued, as of the date the Common Stock Equivalents were issued
(whether or not such Common Stock Equivalents are then immediately exercisable or convertible), the Common Stock underlying such Common
Stock Equivalents at the lowest possible conversion or exercise price at which such Common Stock Equivalents may be converted or exercised
for Common Stock (and if such Common Stock Equivalents include a “floor price” representing the lowest conversion or exercise
price at which such Common Stock Equivalents may be converted or exercised, the Company shall be deemed to have issued the Common Stock
underlying such Common Stock Equivalents at a price equal to such floor price). The Investor shall be entitled to seek injunctive relief
against the Company, and any Subsidiary (as applicable) to preclude any such Dilutive Issuance that does not constitute an Exempt Issuance,
which remedy shall be in addition to any right to collect damages, without the necessity of showing economic loss and without any bond
or other security being required.


 






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(iii) No
Other Similar Transactions. From and after the date of this Agreement until the earliest of (i) the date of automatic
termination of this Agreement pursuant to Section 8.1, (ii) the effective date of termination of this Agreement by the mutual written
consent of the parties hereto pursuant to Section 8.2, and (iii) the effective date of termination of this Agreement by the
Investor pursuant to Section 8.2, neither the Company nor any Subsidiary shall issue, sell or grant any, or otherwise dispose of
or issue (or enter into any agreement, plan or arrangement contemplating any of the foregoing, or seek to utilize any existing agreement,
plan or arrangement to effect any of the foregoing), or announce any offer, issuance, sale or grant or other disposition or issuance (or
any agreement, plan or arrangement therefor) any Common Stock or Common Stock Equivalents (or a combination of units thereof) in any “equity
line of credit” or other substantially similar continuous offering in which the Company may offer, issue or sell Common Stock or
Common Stock Equivalents (or any combination of units thereof) at a future determined price, other than (a) Securities issued to
the Investor pursuant to this Agreement and any of the other Transaction Documents, or pursuant to any other agreement entered into by
the Company and the Investor at any time after the date of termination of this Agreement and (b) any securities of the Company issued
upon the exercise or exchange of or conversion of any shares of Common Stock or Common Stock Equivalents held by the Investor or any of
its Affiliates at any time.


 


Section 6.7. Reserved.


 


Section 6.8. Fundamental
Transaction. The Company shall not consummate any Fundamental Transaction during the Reference Period of any Purchase.


 


Section 6.9. Selling
Restrictions. The Investor agrees that beginning on the date of this Agreement and ending on the date of termination of this
Agreement as provided in Article VIII, neither the Investor, nor any of its Affiliates, agents or representatives, shall in any manner
whatsoever enter into or effect, directly or indirectly, any (i) Short Sales of the Common Stock or (ii) hedging transaction,
which establishes a net short position with respect to the Common Stock. In addition to the foregoing, in connection with any resale of
Securities, the Investor shall comply in all respects with all applicable laws, rules, regulations and orders, including, without limitation,
the requirements of the Securities Act and the Exchange Act.


 


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


 


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


 






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Section 6.12. Non-Public Information.
Neither the Company or any of its Subsidiaries, nor any of their respective directors, officers, employees or agents shall disclose any
material non-public information about the Company to the Investor, unless a simultaneous public announcement thereof is made
by the Company in the manner contemplated by Regulation FD under the Exchange Act. In the event of a breach of the foregoing covenant
by the Company or any of its Subsidiaries, or any of their respective directors, officers, employees and agents (as determined in the
reasonable good faith judgment of the Investor), if the Investor is holding any Securities at the time of the disclosure of such material non-public information,
the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such
material, non-public information without the prior approval by the Company; provided the Investor shall have first promptly
provided notice to the Company that it believes it has received information that constitutes material, non-public information,
the Company shall have at least twenty-four (24) hours from receipt of such notice to either publicly disclose such material, non-public information
or to demonstrate to the Investor that such information does not constitute material, non-public information, prior to any such
disclosure by the Investor, and the Company shall have failed to publicly disclose such material, non-public information or
to demonstrate to the Investor that such information does not constitute material, non-public information within such time period.
The Investor shall not have any liability to the Company, any of its Subsidiaries, or any of their respective directors, officers, employees,
stockholders or agents, for any such disclosure.


 


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


 


Section 6.14. Disclosure
Schedule.


 


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


 






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


 


Section 6.15. Delivery
of Bring Down Opinions and Compliance Certificates Upon Occurrence of Certain Events. Within three (3) Trading Days immediately
following (i) the end of each PEA Period, if the Company is required under the Securities Act to file with the Commission (A) a
post-effective amendment to the Initial Registration Statement required to be filed by the Company with the Commission pursuant to Section 2(a)
of the Registration Rights Agreement, (B) a New Registration Statement required to be filed by the Company with the Commission pursuant
to Section 2(c) of the Registration Rights Agreement, or (C) a post-effective amendment to a New Registration Statement required
to be filed by the Company with the Commission pursuant to Section 2(c) of the Registration Rights Agreement, in each case with respect
to a fiscal year ending after the Commencement Date, to register the resale of Securities by the Investor under the Securities Act pursuant
to this Agreement and the Registration Rights Agreement, and (ii) the date the Company files with the Commission (A) a Prospectus
Supplement to the Prospectus contained in the Initial Registration Statement or any New Registration Statement under the Securities Act,
(B) an annual report on Form 20-F under the Exchange Act with respect to a fiscal year ending after the Commencement Date,
(C) an amendment on Form 20-F /A to an annual report on Form 20-F20-F under the Exchange Act with respect to
a fiscal year ending after the Commencement Date, which contains amended material financial information (or a restatement of material
financial information) or an amendment to other material information contained in a previously filed Form 20-F, and (D) a
Commission Document under the Exchange Act (other than those referred to in clauses (ii)(A) and (ii)(B) of this Section 6.15), which
contains amended material financial information (or a restatement of material financial information) or an amendment to other material
information contained or incorporated by reference in the Initial Registration Statement, any New Registration Statement, or the Prospectus
or any Prospectus Supplement contained in the Initial Registration Statement or any New Registration Statement (it being hereby acknowledged
and agreed that the filing by the Company with the Commission of a quarterly report on Form 10-Q that includes only updated
financial information as of the end of the Company’s most recent fiscal quarter shall not, in and of itself, constitute an “amendment”
or “restatement” for purposes of clause (ii) of this Section 6.15), in each case of this clause (ii) if the
Company is not also then required under the Securities Act to file a post-effective amendment to the Initial Registration Statement, any
New Registration Statement or a post-effective amendment to any New Registration Statement, in each case with respect to a fiscal year
ending after the Commencement Date, to register the resale of Securities by the Investor under the Securities Act pursuant to this Agreement
and the Registration Rights Agreement, and in any case of this clause (ii), not more than once per calendar quarter, the Company shall
(I) deliver to the Investor a Compliance Certificate, dated such date, and (II) cause to be furnished to the Investor an opinion
“bring down” from outside counsel to the Company substantially in the form mutually agreed to by the Company and the Investor
prior to the date of this Agreement, modified, as necessary, to relate to such Registration Statement or post-effective amendment, or
the Prospectus contained therein as then amended or supplemented by such Prospectus Supplement, as applicable (each such opinion, a “Bring
Down Opinion”).


 






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ARTICLE VII


CONDITIONS TO CLOSING AND CONDITIONS TO THE
SALE AND


PURCHASE OF THE SHARES


 


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


 


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


 


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


 


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


 






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(iv) Closing
Deliverables. At the Closing, counterpart signature pages of this Agreement and the Registration Rights Agreement executed by
each of the parties hereto shall be delivered as provided in Section 2.2. Simultaneously with the execution and delivery of this
Agreement and the Registration Rights Agreement, the Investor’s counsel shall have received  the
closing certificate from the Company, dated the Closing Date.


 


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


 


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


 


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


 


(iii)
Registration Statement Effective. The Registration Statement shall continue to be effective and no stop order with respect
to the Registration Statement shall be pending or threatened by the SEC. The Company shall have a maximum dollar amount certain of Common
Stock registered under the Registration Statement which is sufficient to issue to the Investor equal to the lesser of (a) the full Available
Amount worth of Purchase Shares plus all of the Commitment Shares, and (b) the maximum amount of securities the Company is permitted to
issue under its Registration Statement during the applicable one year period in which the purchase and sale occur. The Current Report
and the Initial Prospectus Supplement each shall have been filed with the SEC, as required pursuant to Section 5(a) and in compliance
with Registration Rights Agreement, and copies of the Prospectus shall have been delivered to the Investor in accordance with Registration
Rights Agreement. The Prospectus shall be current and available for issuances and sales of all of the Securities by the Company to the
Investor, and for the resale of all of the Securities by the Investor. Any other Prospectus Supplements required to have been filed by
the Company with the SEC under the Securities Act at or prior to the Commencement Date shall have been filed with the SEC within the applicable
time periods prescribed for such filings under the Securities Act. All reports, schedules, registrations, forms, statements, information
and other documents required to have been filed by the Company with the SEC at or prior to the Commencement Date pursuant to the reporting
requirements of the Exchange Act shall have been filed with the SEC within the applicable time periods prescribed for such filings under
the Exchange Act


 






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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


(xv) Reservation
of Shares. As of the Commencement Date, the Company shall have reserved out of its authorized and unissued Common Stock, 750,552
shares of Common Stock solely for the purpose of effecting Purchases under this Agreement.


 


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


 


Section 7.3. Conditions
Precedent to Purchases after Commencement Date. The Investor’s irrevocable obligation to purchase Shares pursuant to a Purchase
Notice timely delivered by the Company to the Investor in accordance with this Agreement after the Commencement Date is subject to the
satisfaction, at or prior to the time such Purchase Notice is received by the Investor on the applicable Purchase Exercise Date, of each
of the conditions set forth in this Section 7.3 (each such time, a “Purchase Condition Satisfaction Time”).


 


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


 


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


 






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


 


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


 


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


 






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


 


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


 


(viii) Certain
Limitations. The issuance and sale of the Shares issuable pursuant to the applicable Purchase Notice shall not (a) exceed
the applicable Purchase Maximum Amount, (b) cause the Aggregate Limit or the Beneficial Ownership Limitation to be exceeded, or (c) cause
the Exchange Cap (to the extent applicable under Section 3.4) to be exceeded, unless in the case of this clause (c), unless the Company’s
stockholders have theretofore approved the issuance of Common Stock under this Agreement in excess of the Exchange Cap in accordance with
the applicable rules of the Trading Market.


 


(ix) Shares
Authorized and Delivered. All of the Shares issuable pursuant to the applicable Purchase Notice shall have been duly authorized
by all necessary corporate action of the Company. The Company shall have delivered all Shares relating to all prior Purchase Notices (as
applicable) as DWAC Shares.


 


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


 






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ARTICLE VIII


TERMINATION


 


Section 8.1. Automatic
Termination. Unless earlier terminated as provided hereunder, this Agreement shall terminate automatically on the earliest to
occur of (i) the first day of the month next following the 12-month anniversary of the Commencement Date, (ii) the
date on which the Investor shall have purchased the Total Commitment worth of Shares pursuant to this Agreement, (iii) the date on
which the Common Stock shall have failed to be listed or quoted on the Trading Market or any other Eligible Market, and (iv) the
date on which, pursuant to or within the meaning of any Bankruptcy Law, the Company commences a voluntary case or any Person commences
a proceeding against the Company which is not discharged within 30 days, a Custodian is appointed for the Company or for all or substantially
all of its property, or the Company makes a general assignment for the benefit of its creditors.


 


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


 






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


 


ARTICLE IX


INDEMNIFICATION


 


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


 






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


 


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


 


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


 


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


 


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


 






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ARTICLE X


MISCELLANEOUS


 


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


 


(i) Certain
Fees and Expenses. Each party shall bear its own fees and expenses related to the transactions contemplated by this Agreement; provided, however,
that the Company shall pay, on or prior to the Closing Date, by wire transfer of immediately available funds to an account designated
by the Investor on or prior to the date of this Agreement, an aggregate amount up to $53,334 as reimbursement for the Investor’s
reasonable and documented out-of-pocket expenses (including the Investor’s legal fees and expenses), in connection with
the transaction contemplated by the Transaction Documents (the “Investor Expense Reimbursement”). For the avoidance
of doubt, the Investor Expense Reimbursement shall be non-refundable when paid on the Closing Date, regardless of whether any
Purchases are made or settled hereunder or any subsequent termination of this Agreement. The Company shall pay all U.S. federal, state
and local stamp and other similar transfer and other taxes and duties levied in connection with issuance of the Securities pursuant hereto.


 


(ii) Commitment
Shares. In consideration for the Investor’s execution and delivery of this Agreement, on the Commencement Date, the Company
shall deliver irrevocable instructions to its transfer agent to issue to the Investor, not later than 4:00 p.m. (New York City time) on
the Trading Day immediately following the Commencement Date, one or more certificate(s) or book-entry statement(s) representing the Commitment
Shares in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to
the Commencement Date). Such certificate or book-entry statement shall be delivered to the Investor in the manner specified in Section 7.1(iii).
For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the Closing Date regardless of whether any Purchases
are issued by the Company or settled hereunder or any termination of this Agreement. Upon issuance, the Commitment Shares shall constitute
“restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act and, subject to the provisions
of subsection (iv) of this Section 10.1, the certificate or book-entry statement representing the Commitment Shares shall bear
the restrictive legend set forth below in subsection (iii) of this Section 10.1. The Commitment Shares shall constitute Registrable
Securities and shall be included in the Initial Registration Statement and any post-effective amendment thereto, and the Prospectus included
therein and, if necessary to register the resale thereof by the Investor under the Securities Act, in any New Registration Statement and
any post-effective amendment thereto, in each case in accordance with this Agreement and the Registration Rights Agreement.


 


(iii) [Reserved.]


 


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


 






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


 


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


 


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


 


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


 


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


 






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


 


If to the Company:


 


MMTEC, INC.


AF, 16/F, Block B, Jiacheng Plaza, 18
Xiaguangli, Chaoyang District


Beijing, China, 100027


Email: wen@hasic.com


Attention: Xiangdong Wen


 


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


 


ArentFox Schiff LLP 1717 K Street, NW,


Washington, DC 20006


Email: ralph.demartino@afslaw.com


Attention: Ralph V. De Martino, Esq.


Marc E. Rivera, Esq.


 


If to the Investor:


 


VG Master Fund SPC


94 Solaris Avenue, Camana Bay,


PO Box 1348, Grand Cayman KY1- 1108,


Cayman Islands


Email: VGMasterFund@gmail.com


Attention: Jessica Liu


 


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


 


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


 






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


 


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


 


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


 


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


 


Section 10.10. No
Third Party Beneficiaries. Except as expressly provided in Section 10.9, this Agreement is intended only for the benefit
of the parties hereto and their respective successors, and is not for the benefit of, nor may any provision hereof be enforced by, any
other Person.


 


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


 


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


 






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


 


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


 


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


 


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


 


[Signature Pages Follow]


 






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


 


	 	MMTEC, INC.:
	 	 	 
	 	By:	/s/ Xiangdong Wen
	 	Name: 	Xiangdong Wen
	 	Title:	Chief Executive Officer
	 	 
	 	VG MASTER FUND SPC:
	 	 	 
	 	By:	/s/ Wei Liu
	 	Name:	Wei Liu
	 	Title:	Chief Operating Officer



 




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ANNEX I TO THE


COMMON STOCK PURCHASE AGREEMENT


DEFINITIONS


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control
with a Person, as such terms are used in and construed under Rule 144. With respect to the Investor, without limitation, any Person owning,
owned by, or under common ownership with the Investor, and any investment fund or managed account that is managed on a discretionary basis
by the same investment manager as the Investor will be deemed to be an Affiliate.


 


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


 


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


 


“Available Amount”
means, initially, $6,000,000 in the aggregate, which amount shall be reduced by the Purchase Share Amount each time the Investor purchases
Purchase Shares pursuant to Section 2 hereof.


 


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


 


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


 


“Base Price”
means a price per Share equal to the sum of (i) the Minimum Price and (ii) $2 (subject to adjustment for any reorganization, recapitalization, non-cash dividend,
stock split, reverse stock split or other similar transaction that occurs on or after the date of this Agreement).


 


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


 


“Beneficial Ownership
Limitation” shall have the meaning assigned to such term in Section 3.5.


 


“Bloomberg”
means Bloomberg, L.P.


 


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


 


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


 


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


 


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


 


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


 






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“Closing Date”
means the date of this Agreement.


 


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


 


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


 


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


 


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


 


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


 


“Commission Documents”
shall mean (1) all reports, schedules, registrations, forms, statements, information and other documents filed with or furnished
to the Commission by the Company pursuant to the reporting requirements of the Exchange Act, including all material filed with or furnished
to the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, since December 31, 2021, including, without
limitation, the Annual Report on Form 20-F filed by the Company for its fiscal year ended December 31, 2021, as amended
(the “2021 20-F”), and which hereafter shall be filed with or furnished to the Commission by the Company, including,
without limitation, the Current Report, (2) each Registration Statement, as the same may be amended from time to time, the Prospectus
contained therein and each Prospectus Supplement thereto and (3) all information contained in such filings and all documents and
disclosures that have been and heretofore shall be incorporated by reference therein.


 


“Commitment
Shares” means 53,334  shares of duly authorized, validly
issued, fully paid and non-assessable shares of Common Stock.


 


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


 


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


 


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


 






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


 


“Cover Price”
shall have the meaning assigned to such term in Section 3.3.


 


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


 


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


 


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


 


“Data”
shall have the meaning assigned to such term in Section 5.29.


 


“Data Security Obligations”
shall have the meaning assigned to such term in Section 5.29.


 


“Dilutive Issuance”
shall have the meaning assigned to such term in Section 6.5(ii).


 


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


 


“Disqualification
Event” shall have the meaning assigned to such term in Section 5.30.


 


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


 


“DWAC”
shall have the meaning assigned to such term in Section 5.23.


 


“DWAC Shares”
means shares of Common Stock issued pursuant to this Agreement that are timely credited by the Company to the Investor’s or its
designated Broker-Dealer at which the account or accounts to be credited with the Securities being purchased by Investor are maintained
specified DWAC account with DTC under its Fast Automated Securities Transfer (FAST) Program, or any similar program hereafter adopted
by DTC performing substantially the same function.


 


“EDGAR”
means the Commission’s Electronic Data Gathering, Analysis and Retrieval System.


 


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


 


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


 






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


 


“Environmental Laws”
shall have the meaning assigned to such term in Section 5.14 hereof.


 


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


 


“Exchange Cap”
shall have the meaning assigned to such term in Section 3.4(a) hereof.


 


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


 


“FCPA”
shall have the meaning assigned to such term in Section 5.25.


 


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


 


“FINRA”
means the Financial Industry Regulatory Authority.


 


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


 






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


 


“Indebtedness”
shall have the meaning assigned to such term in Section 5.11.


 


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


 


“Intellectual Property
Rights” shall have the meaning assigned to such term in Section 5.13(b).


 


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


 


“Investor”
shall have the meaning assigned to such term in the preamble of this Agreement, mean VG Master Fund SPC and its designated
affiliated parties.


 


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


 


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


 


“Issuer Covered
Person” shall have the meaning assigned to such term in Section 5.30.


 


“IT Systems”
shall have the meaning assigned to such term in Section 5.29(iii).


 


“Knowledge”
means the actual knowledge of the Company’s Chief Executive Officer, Chief Financial Officer or Chief Legal Officer, in each case
after reasonable inquiry.


 


“Material
Adverse Effect” means any material adverse effect on (i) the legality, validity or enforceability of the
Transaction Documents (ii) the business, operations, properties or financial condition of the Company and its Subsidiaries,
taken as a whole, or (iii) the ability of the Company to perform in any material respect on a timely basis any of its
obligations under any of the Transaction Documents to which it is a party to be performed as of the date of determination; in each
case other than any material adverse effect exclusively and directly resulting from, relating to or arising out of the following,
individually or in the aggregate,: (a) changes in conditions in the U.S. or global capital, credit or financial markets
generally, including changes in the availability of capital or currency exchange rates, provided such changes shall not have
affected the Company in a materially disproportionate manner as compared to other similarly situated companies; (b) changes
generally affecting the industries in which the Company and its Subsidiaries operate, provided such changes shall not have affected
the Company and its Subsidiaries, taken as a whole, in a materially disproportionate manner as compared to other similarly situated
companies; (c) any effect of the announcement of, or the consummation of the transactions contemplated by, this Agreement and
the other Transaction Documents on the Company’s relationships, contractual or otherwise, with customers, suppliers, vendors,
bank lenders, strategic venture partners or employees; (d) changes arising in connection with earthquakes, pandemics,
hostilities, acts of war, sabotage or terrorism or military actions or any escalation or material worsening of any such pandemic,
hostilities, acts of war, sabotage or terrorism or military actions existing as of the Closing Date; (e) any action taken by
the Investor, its affiliates or its or their successors and assigns with respect to the transactions contemplated by this Agreement;
and (f) the effect of any changes in applicable laws or accounting rules, provided such changes shall not have affected the
Company in a materially disproportionate manner as compared to other similarly situated companies.


 






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“Minimum Price”
means $1, representing the Nasdaq official closing price of the Common Stock on Trading Market (as reflected on Nasdaq.com) on the Trading
Day immediately preceding the date of this Agreement.


 


“Money Laundering
Laws” shall have the meaning assigned to such term in Section 5.26.


 


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


 


“Notice of Effectiveness”
shall have the meaning assigned to such term in Section .1(iv).


 


“Open Source Software”
shall have the meaning assigned to such term in Section 5.29(i).


 


“PEA Period”
means the period commencing at 9:30 a.m., Eastern time, on the fifth (5th) Business Day immediately prior to the filing of
any post-effective amendment to the Registration Statement (as defined herein) or New Registration Statement (as such term is defined
in the Registration Rights Agreement), and ending at 9:30 a.m., Eastern time, on the Business Day immediately following, the effective
date of any post-effective amendment to the Registration Statement (as defined herein) or New Registration Statement (as such term is
defined in the Registration Rights Agreement).


 


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


 


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


 


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


 


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


 


“Purchase Confirmation”
shall have the meaning assigned to such term in Section 3.2.


 


“Purchase Commencement
Time” means, with respect to a Purchase, the official open (or commencement) of trading on the Trading Market (or Eligible
Market, as applicable) on the applicable Purchase Exercise Date.


 


“Purchase Exercise
Date” means, with respect to any Purchase, the Trading Day on which the Investor receives a valid Purchase Notice for such
Purchase, provided that if such Purchase Notice is received after 8:30 a.m., New York City time, on any day, it shall be deemed to have
been received on the immediately following Trading Day.


 


“Purchase Maximum
Amount” means, maximum amount of each Purchase Notice shall not exceed two hundred percent (200%) of the trailing 5 day
average daily trading volume for the common stock, but the Investor may waive the Purchase Notice Limit at any time.


 






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“Purchase Notice”
means, with respect to a Purchase made pursuant to Section 3.2, an irrevocable written notice delivered by the Company to the Investor
on a Purchase Exercise Date directing the Investor to purchase a Purchase Share Amount (such specified Purchase Share Amount subject to
adjustment as set forth in Section 3.2 as necessary to give effect to the Purchase Maximum Amount), at the applicable Purchase Price
therefor in accordance with this Agreement.


 


“Purchase
Price” means, with respect to a Purchase, eighty-eight percent (88%) of
the lowest daily volume weighted average price of the Common Stock during the Valuation Period as reported by Bloomberg (to be appropriately
adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).


 


“Purchase Settlement
Date” shall have the meaning assigned to such term in Section 3.3.


 


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


 


“Purchase Termination
Time” means, with respect to a Purchase, the official close of trading on the Trading Market (or Eligible Market, as applicable)
on the second (2nd) consecutive Trading Day immediately following the Purchase Exercise Date for such Purchase.


 


“Purchase Valuation
Period” means, with respect to a Purchase, the period commencing at the applicable Purchase Commencement Time and ending
at the applicable Purchase Termination Time for such Purchase.


 


“Reference Period”
shall have the meaning assigned to such term in Section 6.5(ii).


 


“Reference Price”
shall have the meaning assigned to such term in Section 6.5(ii).


 


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


 


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


 


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


 


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


 


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


 


“Sale Price”
means any trade price for a share of Common Stock on the Trading Market, or if the Common Stock is then traded on an Eligible Market,
on such Eligible Market, as reported by Bloomberg.


 


“Sarbanes-Oxley
Act” shall have the meaning assigned to such term in Section 5.6(d).


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


“Trading Day”
shall mean a full trading day on the Trading Market or, if the Common Stock is then listed on an Eligible Market, on such Eligible Market.


 


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


 


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


 


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


 


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


 


 


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