EXHIBIT 10.1


PURCHASE
AGREEMENT


THIS
PURCHASE AGREEMENT (the “Agreement”), dated as of August 10, 2022, is made by and between DOLPHIN ENTERTAINMENT,
INC., a Florida corporation (the “Company”), and LINCOLN PARK CAPITAL
FUND, LLC, an Illinois limited liability company (the “Investor”).
Capitalized terms used herein and not otherwise defined herein are defined in Section 1 hereof.


WHEREAS:


Subject
to the terms and conditions set forth in this Agreement, the Company wishes to sell to the Investor, and the Investor wishes to buy from
the Company, up to Twenty-five Million Dollars ($25,000,000) of the Company’s common stock, $0.015 par value per share (the “Common
Stock”). The shares of Common Stock to be purchased hereunder are referred to herein as the “Purchase
Shares.”


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


		1.	CERTAIN
                                            DEFINITIONS. 



For
purposes of this Agreement, the following terms shall have the following meanings:


(a)  “Accelerated Purchase Date” means, with respect to any Accelerated Purchase made pursuant to Section
2(b) hereof or any Additional Accelerated Purchase pursuant to Section 2(c)
hereof, the Business Day immediately following the applicable Regular Purchase Date with respect to the corresponding Regular Purchase
made pursuant to Section 2(a) hereof.


(b)  “Accelerated Purchase Period” means, with respect to an Accelerated Purchase made pursuant to Section 2(b)
hereof, such period of time on the Accelerated Purchase Date beginning at the official open of trading on the Principal Market, and
ending at the earliest of (i) the official close of trading on the Principal Market on such Accelerated Purchase Date, (ii) such time
that the total number (or volume) of shares of Common Stock traded on the Principal Market has exceeded the quotient of (A) the Accelerated
Purchase Share Amount, divided by (B) 0.3, and (iii) such time on the Accelerated Purchase Date that the Sale Price has fallen below
any minimum price threshold set forth in the applicable Purchase Notice by the Company.


(c)  “Accelerated Purchase Share Amount” means, with respect to an Accelerated Purchase made pursuant to Section
2(b) hereof or an Additional Accelerated Purchase made pursuant to Section 2(c) hereof, the number of Purchase Shares directed
by the Company to be purchased by the Investor in a Purchase Notice, which number of Purchase Shares shall not exceed the lesser of (i)
300% of the applicable Regular Purchase Share Limit for the corresponding Regular Purchase and (ii) 30% of the total volume of shares
of Common Stock traded on the Principal Market during the Accelerated Purchase Period or the Additional Accelerated Purchase Period,
as applicable.


(d)  “Additional Accelerated Purchase Period” means, with respect to an Additional Accelerated Purchase pursuant
to Section 2(c) hereof, such period of time on the Accelerated Purchase Date beginning at the latest of (i) the end of the Accelerated
Purchase Period for the corresponding Accelerated Purchase made pursuant to Section 2(b) hereof on such Accelerated Purchase Date,
(ii) the end of the Additional Accelerated Purchase Period for the most recently completed prior Additional Accelerated Purchase pursuant
to Section 2(c) hereof on such Accelerated Purchase Date, as applicable, and (iii) the time at which all Purchase Shares for all
prior Purchases, including, those effected on the applicable 




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Accelerated
Purchase Date have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement, and ending at the earliest
of (i) the official close of trading on the Principal Market on the Accelerated Purchase Date, (ii) such time that the total number (or
volume) of shares of Common Stock traded on the Principal Market has exceeded the quotient of (A) the Accelerated Purchase Share Amount,
and (B) 0.3, and (iii) such time that the Sale Price has fallen below any minimum price threshold set forth in the applicable Purchase
Notice by the Company.


(e)  “Available Amount” means, initially, Twenty-five Million Dollars ($25,000,000) in the aggregate, which amount
shall be reduced by the Purchase Amount each time the Investor purchases shares of Common Stock pursuant to Section 2 hereof.


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


(g)  “Business Day” means any day on which the Principal Market is open for trading, including any day on which
the Principal Market is open for trading for a period of time less than the customary time. 


(h)  “Closing Sale Price” means, for any security as of any date, the last closing sale price for such security
on the Principal Market as reported by the Principal Market. 


(i)
“Confidential Information” means any information disclosed by either party to the other party, either directly
or indirectly, in writing, orally or by inspection of tangible objects (including, without limitation, documents, prototypes, samples,
plant and equipment), which is designated, either orally or in writing, as “Confidential,” “Proprietary” or some
similar designation. Information communicated orally shall be considered Confidential Information if such information is confirmed in
writing as being Confidential Information within ten (10) Business Days after the initial disclosure. Confidential Information may also
include information disclosed to a disclosing party by third parties. Confidential Information shall not, however, include any information
which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party;
(ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action
or inaction of the receiving party; (iii) is already in the possession of the receiving party without confidential restriction at the
time of disclosure by the disclosing party as shown by the receiving party’s files and records immediately prior to the time of
disclosure; (iv) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality;
(v) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information,
as shown by documents and other competent evidence in the receiving party’s possession; or
(vi) is required by law to be disclosed by the receiving party, provided that the receiving party gives the disclosing party prompt written
notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure.



(j)
 “DTC” means The Depository Trust Company, or any successor performing substantially the same function for the
Company.


(k)  “DWAC Shares” means shares of Common Stock that are (i) issued in electronic form, (ii) freely tradable and
transferable and without restriction on resale and (iii) timely credited by the Company, once a DWAC notice is received, to the Investor’s
or its designee’s specified Deposit/Withdrawal at Custodian (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. 


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




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(m)
“Floor Price” means $0.10, which shall be adjusted for any reorganization, recapitalization, non-cash dividend,
share split or other similar transaction and, effective upon the consummation of any of the foregoing, the Floor Price shall mean the
lower of (i) the adjusted price and (ii) $0.10.


(n)  “Material Adverse Effect” means any material adverse effect on (i) the enforceability of any Transaction Document,
(ii) the results of operations, assets, business or financial condition of the Company and its Subsidiaries, taken as a whole, other
than any material adverse effect that resulted exclusively from (A) any change in the United States or foreign economies or securities
or financial markets in general that does not have a disproportionate effect on the Company and its Subsidiaries, taken as a whole, (B)
any change that generally affects the industry in which the Company and its Subsidiaries operate that does not have a disproportionate
effect on the Company and its Subsidiaries, taken as a whole, (C) any change arising in connection with earthquakes, hostilities, acts
of war, sabotage or terrorism or military actions or any escalation or material worsening of any such hostilities, acts of war, sabotage
or terrorism or military actions existing as of the date hereof, (D) any action taken by the Investor, its affiliates or its or their
successors and assigns with respect to the transactions contemplated by this Agreement, (E) the effect of any change in Applicable Laws
or accounting rules that does not have a disproportionate effect on the Company and its Subsidiaries, taken as a whole, or (F) any change
resulting from compliance with terms of this Agreement or the consummation of the transactions contemplated by this Agreement, or (iii)
the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document to be
performed as of the date of determination.


(o)  “Maturity Date” means the first day of the month immediately following the thirty-six (36) month anniversary
of the Commencement Date.


(p)  “New Registration Statement” has the meaning set forth in the Registration Rights Agreement.


(q)   “Person” means an individual or entity including but not limited to any limited liability company, a partnership,
a joint venture, a corporation, a trust, an unincorporated organization and a government or
any department or agency thereof. 


(r)
“Principal Market” means The Nasdaq Capital Market (or any nationally recognized successor thereto); provided,
however, that in the event the Company’s Common Stock is ever listed or traded on The Nasdaq Global Market, The Nasdaq Global Select
Market, the New York Stock Exchange, NYSE American, the NYSE Arca, the OTC Bulletin Board, or the OTCQX or OTCQB operated by the OTC
Markets Group, Inc. (or any nationally recognized successor to any of the foregoing), then the “Principal Market” shall mean
such other market or exchange on which the Company’s Common Stock is then listed or traded.


(s)
“Purchase” means any Regular Purchase, Accelerated Purchase or Additional Accelerated
Purchase made hereunder, as applicable.


(t)
“Purchase Amount” means, with respect to any Regular Purchase, Accelerated Purchase or Additional Accelerated
Purchase made hereunder, as applicable, the portion of the Available Amount to be purchased by the Investor pursuant to Section 2
hereof. 


(u)  “Purchase Notice” means a notice delivered to the Investor pursuant to Section 2 with respect to any
Regular Purchase, Accelerated Purchase or Additional Accelerated Purchase, respectively.




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(v)   “Registration Rights Agreement” means that certain
Registration Rights Agreement, of even date herewith between the Company and the Investor.


(w)
“Registration Statement” has the meaning set forth in the Registration Rights Agreement.


(x)  “Regular Purchase Date” means, with respect to a Regular Purchase made pursuant to Section 2(a) hereof,
the Business Day for which the Investor receives, after 4:00 p.m., Eastern time on such Business Day, or thereafter as permitted by Section
2(a) hereof, a valid Purchase Notice for such Regular Purchase in accordance with this Agreement; provided that any Business Day
that is twenty (20) days or less before the filing of any post-effective amendment to the Registration Statement or New Registration
Statement, and until the effective date of any such post-effective amendment to the Registration Statement or New Registration Statement,
shall not be a Regular Purchase Date. 


(y)  “Regular Purchase Share Limit” means Fifty Thousand (50,000) Purchase Shares,
provided that the Closing Sale Price is not below the Floor Price; provided, however, that (i) if the Closing Sale
Price of the Common Stock is not below $7.50 on the applicable Regular Purchase Date, the Regular Purchase Share Limit may be increased
to up to Seventy-five Thousand (75,000) Purchase Shares for such Regular Purchase Date; and (ii) if the Closing Sale Price of the Common
Stock is not below $10.00 on the applicable Regular Purchase Date, the Regular Purchase Share Limit may be increased to up to One Hundred
Thousand (100,000) Purchase Shares for such Regular Purchase Date, in each case such number of Purchase Shares and price per share to
be adjusted following any reorganization, recapitalization, non-cash dividend, stock split, reverse stock, split or other similar transaction
effected with respect to the Common Stock; provided, further, that the Investor’s committed obligation under any
single Regular Purchase shall not exceed Two Million Dollars ($2,000,000) provided, further, however, that the parties
may mutually agree at any time to increase the dollar amount of any Regular Purchase on any Purchase Date to a dollar amount greater
than the limit then in effect and provided, further, however, any such increase shall not exceed Five Hundred Thousand
(500,000) Purchase Shares.


(z)  “Sale Price” means any trade price for the shares of Common Stock on the Principal Market as reported by the
Principal Market. 


(aa)  “SEC” means the U.S. Securities and Exchange Commission. 


(bb)
 “Securities” means, collectively, the Purchase Shares and the Commitment Shares.


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


(dd)
 “Subsidiary” means any Person the Company wholly owns or controls, or in which the Company, directly or indirectly,
owns a majority of the voting stock or similar voting interest, in each case that would be disclosable pursuant to Item 601(b)(21) of
Regulation S-K promulgated under the Securities Act.


(ee)  “Transaction Documents” means, collectively, this Agreement and the schedules and exhibits hereto, the Registration
Rights Agreement and the schedules and exhibits thereto 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.




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(ff)   “Transfer Agent” means Nevada Agency and Transfer Company, or such other Person
who is then serving as the transfer agent for the Company in respect of the Common Stock.


(gg)
“VWAP” means in respect of an applicable Accelerated Purchase Date, the volume
weighted average price of the Common Stock on the Principal Market, as reported on the Principal Market
or by another reputable source such as Bloomberg, L.P. 


		2.	PURCHASE
                                            OF COMMON STOCK.



Subject
to the terms and conditions set forth in this Agreement, the Company has the right, but not the obligation, to sell to the Investor,
in the Company’s sole and absolute discretion, and the Investor has the obligation to purchase from the Company, Purchase Shares
as follows: 


(a)
Commencement of Regular Purchases of Common Stock. Upon the satisfaction of the conditions set forth in Sections 7
and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement
Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to
the Investor of a Purchase Notice from time to time on any Regular Purchase Date, to purchase up to the Regular Purchase Share Limit
(each such purchase, a “Regular Purchase”) at ninety-eight and seventy-five hundredths percent (98.75%) of the lesser
of: (i) the lowest Sale Price of the Common Stock on the applicable Regular Purchase Date and (ii) the arithmetic average of the three
(3) lowest Closing Sale Prices for the Common Stock during the ten (10) consecutive Business Days ending on the Business Day immediately
preceding such Regular Purchase Date (the “Purchase Price”). The Company may deliver a Purchase Notice to the Investor
for a Regular Purchase on each Business Day subject to the second sentence of Section 2(g). For purposes of this Section 2(a),
a Purchase Notice delivered on a day that is not a Business Day shall be deemed to have been delivered on the most recent Business Day
prior to delivery of such Purchase Notice. 


(b)
Accelerated Purchases. On any Regular Purchase Date, provided that the Company properly submitted a Purchase Notice for
a Regular Purchase for a number of Purchase Shares not less than the Regular Purchase Share Limit then in effect on such Regular Purchase
Date and subject to the terms and conditions of this Agreement, the Company shall also have the right, but not the obligation, to direct
the Investor, by its delivery to the Investor of a Purchase Notice from time to time in accordance with this Agreement, to purchase the
applicable Accelerated Purchase Share Amount (each such purchase, an “Accelerated Purchase”) at ninety-six percent
(96%) of the lesser of (i) the Closing Sale Price of the Common Stock on such applicable Accelerated Purchase Date and (ii) the VWAP
for the Accelerated Purchase Period (the “Accelerated Purchase Price”). The Company may deliver Purchase Notices to
the Investor for multiple Accelerated Purchases on an Accelerated Purchase Date subject to the second sentence of Section 2(g).
Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated Purchase, the Investor will provide
to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and
Accelerated Purchase Price for such Accelerated Purchase.


(c)
Additional Accelerated Purchases.  On any Accelerated Purchase Date, provided that the Company properly submitted
a Purchase Notice for an Accelerated Purchase and subject to the terms and conditions of this Agreement, the Company shall also have
the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Purchase Notice from time to time in
accordance with this Agreement, to purchase the applicable Accelerated Purchase Share Amount (each such purchase, an “Additional
Accelerated Purchase”) at the Accelerated Purchase Price. The Company may deliver Purchase Notices to the Investor for multiple
Additional Accelerated Purchases on an Accelerated Purchase Date subject to the second sentence of Section 2(g).




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(d)
Payment for Purchase Shares.    For each Regular Purchase, the Investor shall pay to the Company an amount equal
to the Purchase Amount with respect to such Regular Purchase as full payment for such Purchase Shares via
wire transfer of immediately available funds on the same Business Day that the Investor receives such Purchase Shares, if such Purchase
Shares are received by the Investor before 1:00 p.m., Eastern time, or, if such Purchase Shares are received by the Investor after 1:00
p.m., Eastern time, the next Business Day. Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated
Purchase or Additional Accelerated Purchase, respectively, the Investor will provide to the Company a written confirmation of such Accelerated
Purchase setting forth the applicable Accelerated Purchase Share Amount and Accelerated Purchase Price for such purchase. For each Accelerated
Purchase and each Additional Accelerated Purchase, the Investor shall pay to the Company an amount equal to the Purchase Amount with
respect to such purchase as full payment for such Purchase Shares via wire transfer of immediately available funds no later than the
second Business Day following the date that the Investor receives the Purchase Shares for such Purchase. If the Company or the Transfer
Agent shall fail for any reason or for no reason to electronically transfer any Purchase Shares as DWAC Shares with respect to any Purchase
within two (2) Business Days following the receipt by the Company of the Purchase Price or Accelerated Purchase Price, as applicable,
for any Purchase therefor in compliance with this Section 2(d), and if on or after such Business 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 Purchase Shares
in anticipation of receiving Purchase Shares from the Company with respect to such Purchase, then the Company shall, within two (2) Business
Days after the Investor’s request, either (i) pay cash to the Investor in an amount equal to the Investor’s total purchase
price (including customary 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 Purchase Shares as DWAC Shares shall terminate, or (ii) promptly honor
its obligation to deliver to the Investor such Purchase 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 Amount paid by the Investor pursuant to this Agreement for all of the Purchase
Shares to be purchased by the Investor in connection with such purchases. All payments made under this Agreement shall be made in lawful
money of the United States of America or 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. Whenever any amount
expressed to be due by the terms of this Agreement is due on any day that is not a Business Day, the same shall instead be due on the
next succeeding day that is a Business Day.


(e)
Compliance with Rules of the Principal Market. Notwithstanding anything in this Agreement
to the contrary, and in addition to the limitations set forth in Section 2(f),
the Company shall not issue more than 1,936,847 shares (including the Commitment Shares) of Common Stock (the “Exchange Cap”)
under this Agreement, which equals 19.99% of the Company’s outstanding shares of Common Stock as of the date hereof, unless stockholder
approval is obtained to issue in excess of the Exchange Cap; provided, however, that the foregoing limitation shall not apply if at any
time the Exchange Cap is reached and at all times thereafter the average price paid for all shares of Common Stock issued under this
Agreement is equal to or greater than $4.90, which is a price equal to the lesser of (i) the Nasdaq Official Closing Price immediately
preceding the execution of this Agreement or (ii) the arithmetic average of the Nasdaq Official Closing Prices for the Common Stock for
the five (5) consecutive Business Days immediately preceding the execution of this Agreement, as calculated in accordance with the rules
of the Principal Market (in such circumstance, for purposes of the Principal Market, the transaction contemplated hereby would not be
“below market” and the Exchange Cap would not apply). Notwithstanding the foregoing, the Company shall not be required or
permitted to issue, and the Investor shall not be required to purchase, any shares of Common Stock under this Agreement if such issuance
would violate the rules or regulations of the Principal Market. The Company may, in its sole discretion, determine whether to obtain
stockholder approval to issue more than 19.99% of its outstanding shares of Common Stock hereunder if such issuance would require stockholder
approval under the rules or regulations of the Principal Market. The Exchange Cap shall be reduced, on a share-for-share basis, by the
number of shares of Common Stock issued or issuable that may be aggregated with the transactions contemplated by this Agreement under
applicable rules of the Principal Market.




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(f)
Beneficial Ownership Limitation. Notwithstanding anything
to the contrary contained in this Agreement, the Company shall not issue or sell, and the Investor shall not purchase or acquire,
any shares of Common Stock under this Agreement which, when aggregated with all other shares of Common Stock then beneficially owned
by the Investor and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder)
would result in the beneficial ownership by the Investor and its affiliates of more than 9.99% of the then issued and outstanding
shares of Common Stock (the “Beneficial Ownership Limitation”). Upon the written or oral request of the Investor,
the Company shall promptly (but not later than twenty-four (24) hours) confirm orally or in writing to the Investor the amount of Common
Stock then outstanding. The Investor and the Company shall each cooperate in good faith in the determinations required hereby and the
application hereof. The Investor’s written certification to the Company of the applicability of the Beneficial Ownership Limitation,
and the resulting effect thereof hereunder at any time, shall be conclusive with respect to the applicability thereof and such result
absent manifest error.


(g)
Excess Share Limitations. If the Company delivers any Purchase Notice for a Purchase Amount in excess of the limitations
contained in this Section 2, such Purchase Notice shall be void ab initio to the extent of the amount by which the number
of Purchase Shares set forth in such Purchase Notice exceeds the number of Purchase Shares which the Company is permitted to include
in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in
respect of such Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the number of
Purchase Shares which the Company is permitted to include in such Purchase Notice. If the Company delivers a Purchase Notice, and all
Purchase Shares subject to all prior Purchases have not theretofore been received by the Investor as DWAC Shares in accordance with this
Agreement, such Purchase Notice shall not be deemed to have been delivered and the Investor shall not be required to purchase any Purchase
Shares until all Purchase Shares for such prior Purchases have been received by the Investor as DWAC Shares. If any issuance of Purchase
Shares would result in the issuance of a fraction of a share of Common Stock, the Company shall round down such fraction of a share of
Common Stock to the nearest whole share and no fractional shares will be issued.


(h)
Adjustments for Shares and Prices. Except as specifically stated otherwise, all share-related and dollar-related limitations
contained in this Section 2, shall be adjusted to take into account any reorganization, recapitalization, non-cash dividend, stock
split, reverse stock, split or other similar transaction effected with respect to the Common Stock.


		3.	INVESTOR’S
                                            REPRESENTATIONS AND WARRANTIES.



The
Investor represents and warrants to the Company that as of the date hereof and as of the Commencement Date:


(a)
Organization, Authority. The Investor is an entity duly organized, validly existing and in good standing under the laws
of the jurisdiction of its organization, with the requisite power and authority to enter into and to consummate the transactions contemplated
by this Agreement and otherwise to carry out its obligations hereunder and thereunder.


(b)
Accredited Investor Status. The Investor is an “accredited investor” as that term is defined in Rule 501(a)(3)
of Regulation D promulgated under the Securities Act.




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(c)
Investment Purpose. The Investor is acquiring the Securities as principal for its own account for investment only and not
with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable
state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable
state securities law and has no direct or indirect arrangement or understandings with any other Persons to distribute or regarding the
distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty
not limiting the Investor’s right to sell the Securities at any time pursuant to the Registration Statement described herein or
otherwise in compliance with applicable federal and state securities laws). The Investor is acquiring the Securities hereunder in the
ordinary course of its business.


(d)
Information. The Investor understands that its investment in the Securities involves a high degree of risk. The Investor
(i) is able to bear the economic risk of an investment in the Securities including a total loss thereof, (ii) has such knowledge and
experience in financial and business matters that it is capable of evaluating the merits and risks of the proposed investment in the
Securities and (iii) has had an opportunity to ask questions of and receive answers from the officers of the Company concerning the financial
condition and business of the Company and other matters related to an investment in the Securities. Neither such inquiries nor any other
due diligence investigations conducted by the Investor or its representatives shall modify, amend or affect the Investor’s right
to rely on the Company’s representations and warranties contained in Section 4 below. 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
and is not relying on any accounting, legal, tax or other advice from the Company or its officers, employees, representatives or advisors.
The Investor acknowledges and agrees that the Company neither makes nor has made any representations or warranties with respect to the
transactions contemplated hereby other than those specifically set forth in Section 4 hereof.


(e)
No Governmental Review. The Investor understands that no U.S. 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 an investment in the
Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


(f)  Transfer or Sale. The Investor understands that (i) the Securities may not be offered for sale, sold, assigned or transferred
unless (A) registered pursuant to the Securities Act or (B) an exemption exists permitting such Securities to be sold, assigned or transferred
without such registration; (ii) any sale of the Securities made in reliance on Rule 144 promulgated under the Securities Act (“Rule
144”) may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the
Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as
that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and
regulations of the SEC thereunder.


(g)
Validity; Enforcement. This Agreement and the other Transaction Documents have been duly
and validly authorized, executed and delivered on behalf of the Investor and each is a valid and binding agreement of the Investor enforceable
against the Investor in accordance with its terms, subject as to enforceability to general principles of equity and to applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable
creditors’ rights and remedies. 


(h)
Residency. The Investor’s principal place of business is in the State of Illinois.




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(i)  No Short Selling. The Investor represents and warrants to the Company that at no time prior to the date of this Agreement
has any of the Investor, its agents, representatives or affiliates engaged in or effected, in any manner whatsoever, directly or indirectly,
any (i) “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Common Stock or (ii)
hedging transaction, which establishes a net short position with respect to the Common Stock.


		4.	REPRESENTATIONS
                                            AND WARRANTIES OF THE COMPANY.



The
Company represents and warrants to the Investor that, except as set forth in the disclosure schedules attached hereto, as of the date
hereof and as of the Commencement Date:


(a)
Organization and Qualification. The Company and each of its 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 corporate
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 of its Subsidiaries is in violation or 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 its 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, would not 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. The Company has no significant Subsidiaries except as set forth in the SEC Documents
(as defined below).


(b)
Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform
its obligations under this Agreement and each of the other Transaction Documents, and to issue the Securities in accordance with the
terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions
contemplated hereby and thereby, including without limitation, the issuance of the Commitment Shares (as
defined below in Section 5(e)) and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement
have been duly authorized by the Company’s Board of Directors or a validly authorized committee thereof (collectively, the “Board
of Directors”), and no further consent or authorization is required by the Company, its Board of Directors or any committee
thereof, or its stockholders (except as set forth in Section 2(e) hereof). This Agreement has been, and each other Transaction
Document shall be on the Commencement Date, duly executed and delivered by the Company, and this Agreement constitutes, and each other
Transaction Document upon its execution on behalf of the Company, shall constitute, the valid and binding obligations of the Company
enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of
equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally,
the enforcement of creditors’ rights and remedies. The Board of Directors of the Company has adopted all applicable resolutions
(the “Signing Resolutions”) to authorize this Agreement and the transactions contemplated hereby. The Signing Resolutions
are valid, in full force and effect and have not been modified or supplemented in any respect. The Company has delivered to the Investor
a true and correct copy of the Signing Resolutions adopted by the Board of Directors. Except as set forth in this Agreement, no other
approvals or consents of the Company’s Board of Directors and/or stockholders is necessary under applicable laws and the Company’s
Articles of Incorporation in effect on the date hereof (the “Articles of Incorporation”) and/or the Company’s
Bylaws in effect on the date hereof (the “Bylaws”) to authorize the execution and delivery of this Agreement or any
of the transactions contemplated hereby, including, but not limited to, the issuance of the Commitment Shares and the issuance of the
Purchase Shares.




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(c)
Capitalization. As of the date hereof, the authorized capital stock of the Company is set forth in the SEC Documents. Except
as disclosed in the SEC Documents (as defined below), (i) no shares of the Company’s capital stock are subject to preemptive rights
or any other similar rights or any liens, encumbrances and defects (“Liens”) suffered or permitted by the Company,
(ii) there are no outstanding debt securities, (iii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls
or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the
Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries
is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries or options, warrants, scrip,
rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares
of capital stock of the Company or any of its Subsidiaries, (iv) there are no agreements or arrangements under which the Company or any
of its Subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except the Registration Rights
Agreement), (v) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption
or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries
is or may become bound to redeem a security of the Company or any of its Subsidiaries, (vi) there are no securities or instruments containing
anti-dilution or similar provisions that will be triggered by the issuance of the Securities as described in this Agreement and (vii)
the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.
The Company has furnished to the Investor true and correct copies of the Articles of Incorporation, and the Bylaws, and summaries of
the material terms of all securities convertible into or exercisable for Common Stock, if any, which are not otherwise disclosed in the
Registration Statement, any SEC Document or filed as an exhibit thereto.


(d)
Issuance of Securities. Upon issuance and payment therefor in accordance with the terms and conditions of this Agreement,
the Securities shall be validly issued, fully paid and nonassessable and free from all taxes, Liens, charges, restrictions, rights of
first refusal and preemptive rights with respect to the issue thereof, with the holders being entitled
to all rights accorded to a holder of Common Stock. 3,057,313 shares of Common Stock (subject to adjustment for any reorganization, recapitalization,
non-cash dividend, stock split or other similar transaction) have been duly authorized and have been or will be reserved for issuance
upon purchase under this Agreement as Purchase Shares and Commitment Shares. 


(e)
No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation
by the Company of the transactions contemplated hereby and thereby (including, without limitation, the reservation for issuance and issuance
of the Securities) will not (i) result in a violation of the Articles of Incorporation, any Certificate of Designations,
Preferences and Rights of any outstanding series of preferred stock of the Company or the Bylaws or (ii) conflict with, or constitute
a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is
a party, or result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws
and regulations and the rules and regulations of the Principal Market applicable to the Company or any of its Subsidiaries) or by which
any property or asset of the Company or any of its Subsidiaries is bound or affected, except in the case of conflicts, defaults, terminations,
amendments, accelerations, cancellations and violations under clause (ii), which would not reasonably be expected to result in a Material
Adverse Effect. Neither the Company nor any Subsidiary is in violation of any term of or is in default under any material contract, agreement,
mortgage, indebtedness, indenture, instrument, judgment, decree or order or any statute, rule or regulation applicable to the Company
or any Subsidiary, except for possible conflicts, defaults, terminations 




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or
amendments that would not reasonably be expected to have a Material Adverse Effect. The business of the Company and each Subsidiary is
not being conducted, and shall not be conducted, in violation of any law, ordinance, regulation of any governmental entity, except for
possible violations, the sanctions for which either individually or in the aggregate would not reasonably be expected to have a Material
Adverse Effect. Except as specifically contemplated by this Agreement and as required under the Securities Act or applicable state securities
laws and the rules and regulations of the Principal 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 or any regulatory or self-regulatory agency in order for
it to execute, deliver or perform any of its obligations under or contemplated by the Transaction Documents in accordance with the terms
hereof or thereof. Except as set forth elsewhere in this Agreement, all consents, Authorizations, orders, filings and registrations which
the Company is required to obtain pursuant to the preceding sentence shall be obtained or effected on or prior to the Commencement Date.
Except as disclosed in the SEC Documents, since one year prior to the date hereof, the Company has not received nor delivered any notices
or correspondence from or to the Principal Market, other than notices with respect to listing of additional shares of Common Stock and
other routine correspondence. Except as disclosed in the SEC Documents, since one year prior to the date hereof, the Principal Market
has not commenced any delisting proceedings against the Company.


(f)  SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements
and other documents required to be filed by the Company with the SEC under the Securities Act and the Exchange
Act, including pursuant to Section 13(a) or 15(d) thereof, for
the twelve months preceding the date hereof (the foregoing materials, including the exhibits thereto and documents incorporated by reference
therein, being collectively referred to herein as the “SEC Documents”) on a timely basis or has received a valid extension
of such time of filing and has filed any such SEC Documents prior to the expiration of any such extension. As of their respective dates,
the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable.
The SEC Documents, taken together, do 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. The financial statements of the Company included in the SEC Documents comply in all material respects with applicable
accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing.  Such
financial statements (i) have been prepared in accordance with United States generally accepted accounting principles applied on
a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements
or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and (ii) fairly
present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof
and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial,
year-end audit adjustments. Except as disclosed in the SEC documents or as publicly available through the SEC’s Electronic Data
Gathering, Analysis, and Retrieval system (EDGAR), or in connection with a confidential treatment request submitted to the SEC, the Company
has received no notices or correspondence from the SEC for the one year preceding the date hereof other than SEC comment letters relating
to the Company’s filings under the Exchange Act and the Securities Act. There are no “open” SEC comments. To the Company’s
knowledge, the SEC has not commenced any enforcement proceedings against the Company or any of its Subsidiaries.


(g)
Absence of Certain Changes. Except as disclosed in the SEC Documents, since March 31, 2022, there has been no change
that would constitute a Material Adverse Effect. The Company has not taken any steps, and does not currently expect to take any steps,
to seek protection pursuant to any Bankruptcy Law nor does the Company or any of its Subsidiaries have any knowledge or reason to believe
that its creditors intend to initiate involuntary bankruptcy or insolvency proceedings. The Company is
financially solvent and is generally able to pay its debts as they become due.




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(h)
Absence of Litigation. Except as disclosed in the SEC documents, there is no action, suit, proceeding, inquiry or investigation
before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company
or any of its Subsidiaries, threatened against or affecting the Company or any of its Subsidiaries, the
Common Stock or any of the Company’s or its Subsidiaries’ officers or directors in their capacities as such, which would
reasonably be expected to have a Material Adverse Effect.


(i)   Acknowledgment Regarding Investor’s Status. The Company acknowledges and agrees that the Investor is acting
solely in the capacity of arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby
and thereby. 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 the Transaction Documents and the transactions contemplated hereby and thereby and any advice
given by the Investor or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated
hereby and thereby is merely incidental to the Investor’s purchase of the Securities. The Company further represents to the Investor
that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the
Company and its representatives and advisors.


(j)
No General Solicitation; No Aggregated Offering. Neither the Company, nor any of its 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 under
the Securities Act) in connection with the offer or sale of the Securities. Neither the Company, nor 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, under circumstances that would require registration of the offer and sale 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 be aggregated with prior offerings
by the Company in a manner that would require stockholder approval pursuant to the rules of the Principal Market on which any of the
securities of the Company are listed or designated. The issuance and sale of the Securities hereunder does not contravene the rules and
regulations of the Principal Market.


(k)
 Intellectual Property Rights. Except as disclosed in the SEC Documents, the Company and its Subsidiaries own or possess
adequate rights or licenses to use all material trademarks, trade names, service marks, service mark registrations, service names, patents,
patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and rights necessary to conduct
their respective businesses as now conducted. None of the Company’s material trademarks, trade names, service marks, service mark
registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, government authorizations, trade secrets
or other intellectual property rights have expired or terminated, or, by the terms and conditions thereof, could expire or terminate
within two years from the date of this Agreement, except as would not reasonably be expected to have a
Material Adverse Effect. The Company and its Subsidiaries do not have any knowledge of any infringement by the Company or its Subsidiaries
of any material trademark, trade name rights, patents, patent rights, copyrights, inventions, licenses, service names, service marks,
service mark registrations, trade secret or other similar rights of others, or of any such development of similar or identical trade
secrets or technical information by others, and there is no claim, action or proceeding being made or brought against, or to the Company’s
knowledge, being threatened against, the Company or its Subsidiaries regarding trademark, trade name, patents, patent rights, invention,
copyright, license, service names, service marks, service mark registrations, trade secret or other infringement, which would reasonably
be expected to have a Material Adverse Effect.




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(l)  Environmental Laws. To the Company’s knowledge, the Company and its Subsidiaries (i) are in compliance with any and
all applicable foreign, federal, state and local laws and regulations relating to the 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, except where, in each of the three
foregoing clauses, the failure to so comply could not reasonably be expected to have, individually or in the aggregate, a Material Adverse
Effect.


(m)  Title. Except as set forth in the SEC Documents, the Company and its Subsidiaries good and marketable title in fee simple
to all real property owned by them and have good and marketable title in all personal property owned by them that is material to the
business of the Company and its Subsidiaries, in each case free and clear of all Liens and, except for Liens as do not materially affect
the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company
and its Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject
to penalties and Liens that would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.
Any real property and facilities held under lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable
leases with which the Company and its Subsidiaries are in compliance with such exceptions as are not material and do not interfere with
the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries or would not reasonably be expected,
individually or in the aggregate, to result in a Material Adverse Effect.


(n)
Insurance. The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against
such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which
the Company and its Subsidiaries are engaged. Neither the Company nor any such Subsidiary has been refused any insurance coverage sought
or applied for and neither the Company nor any such Subsidiary has any reason to believe that it will 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 materially and adversely affect the condition, financial or otherwise, or the earnings, business
or operations of the Company and its Subsidiaries, taken as a whole.


(o)
Regulatory Permits. The Company and its Subsidiaries possess all material certificates,
authorizations and permits issued by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct their
respective businesses as currently conducted, and neither the Company nor any such Subsidiary has received any notice of proceedings
relating to the revocation or modification of any such material certificate, authorization
or permit except in the case of each of the two foregoing clauses, as would not reasonably be expected to have a Material Adverse Effect.


(p)
Tax Status. The Company and each of its Subsidiaries has made or filed all federal, state,
local or foreign income and all other material tax returns, reports and declarations required by any jurisdiction to which it is subject
or otherwise filed timely extensions (unless and only to the extent that the Company and each of its Subsidiaries has set aside on its
books provisions reasonably adequate for the payment of all unpaid and unreported taxes) and has paid all taxes and other governmental
assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except
those being contested in good faith and has set aside on its books provision reasonably adequate for the payment of all taxes for periods
subsequent to the periods to which such returns, reports or declarations apply.




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(q)
Transactions with Affiliates. Except as disclosed in the SEC Documents, none of the Company’s stockholders
covered by Item 403(a) of Regulation S-K, officers or directors or any family member or
affiliate of any of the foregoing, has either directly or indirectly an interest in, or is a party to, any transaction that would be
required to be disclosed as a related party transaction pursuant to Item 404 of Regulation S-K promulgated under the Securities Act.


(r)  Application of Takeover Protections. The Company and its Board of Directors have taken or will take prior to the Commencement
Date 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 Articles of Incorporation or the laws of
the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this
Agreement, including, without limitation, the Company’s issuance of the Securities and the Investor’s ownership of the Securities.



(s)  Disclosure. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction
Documents or any other agreements to be entered into by the Company and the Investor that, in each case, which shall be timely publicly
disclosed by the Company, the Company confirms that neither it nor any other Person acting on its behalf has provided the Investor or
its agents or counsel with any information that the Company believes constitutes or might constitute material, non-public information
which is not otherwise disclosed in the SEC Documents. The Company understands and confirms that the Investor will rely on the foregoing
representation in effecting purchases and sales of securities of the Company. All of the disclosure furnished by or on behalf of the
Company to the Investor regarding the Company, its business and the transactions contemplated hereby, including the disclosure schedules
to this Agreement, is true and correct in 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 light of the circumstances under which they were made, not misleading.
The press releases disseminated by the Company during the twelve (12) months preceding the date of this Agreement taken as a whole do
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 light of the circumstances under which they were made and when made, not misleading. The Company acknowledges
and agrees that the Investor neither makes nor has made any representations or warranties with respect to the transactions contemplated
hereby other than those specifically set forth in Section 3 hereof.


(t)
Foreign Corrupt Practices. Neither the Company nor
any of its Subsidiaries nor, to the knowledge of the Company, any director,
officer, agent, employee or affiliate of the Company or any Subsidiary is aware of or has taken any action,
directly or indirectly, that would result in a violation by such persons
of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and
regulations thereunder (the “FCPA”), including, without limitation, making use of the mails or any means or instrumentality
of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or
other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as
such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in
contravention of the FCPA; and the Company, each of its Subsidiaries and, to the knowledge of the Company, its affiliates have conducted
their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are
reasonably expected to continue to ensure, continued compliance therewith. The operations of the Company
and each of its Subsidiaries are and have been conducted at all times in compliance with applicable financial
recordkeeping and reporting requirements and the money laundering statutes and the rules and regulations thereunder and any related or
similar rules, regulations or guidelines, 




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issued,
administered or enforced by any applicable governmental agency, including, without limitation, Title 18 U.S.
Code section 1956 and 1957, the Patriot Act, the Bank Secrecy Act, and international anti-money laundering principles or procedures by
an intergovernmental group or organization, such as the Financial Action Task Force on Money Laundering, of which the United
States is a member and with which designation the United States representative to the group
or organization continues to concur, all as amended, and any Executive order, directive or regulation pursuant to the authority of any
of the foregoing, or any orders or licenses issued thereunder (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 or
any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the
Company, threatened. Neither the Company nor any of its Subsidiaries, nor to the knowledge of the Company
any of the directors, officers or employees, agents, affiliates or representatives of the Company or each of its Subsidiaries, is an
individual or entity that is, or is owned or controlled by an individual or entity 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, the Balkans, Belarus,
Burma/Myanmar, Cote D’Ivoire, Cuba, Democratic Republic of Congo, Iran, Iraq, Liberia, Libya, North Korea, Sudan, Syria, Venezuela
and Zimbabwe). Neither the Company nor any of its Subsidiaries will, directly or indirectly, use the proceeds of the transactions contemplated
hereby, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or
entity: (i) to fund or facilitate any activities or business of or with any individual or entity or in any country or territory that,
at the time of such funding or facilitation, is the subject of Sanctions or (ii) in any other manner that will result in a violation
of Sanctions by any individual or entity (including any individual or entity participating in the transactions contemplated hereby, whether
as underwriter, advisor, investor or otherwise). For the past five years, neither the Company
nor any of its Subsidiaries has knowingly engaged in, and is not now knowingly engaged in, any dealings or transactions with any individual
or entity, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.


(u)
DTC Eligibility. The Company, through the Transfer Agent, currently participates in the DTC Fast Automated Securities Transfer
(FAST) Program and the Common Stock can be transferred electronically to third parties via the DTC Fast Automated Securities Transfer
(FAST) Program. 


(v)
Sarbanes-Oxley. The Company is in compliance with all provisions of the Sarbanes-Oxley Act of 2002, as amended, which are
applicable to it as of the date hereof.


(w)   Certain Fees. 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 4(w) that may be due in connection with the transactions
contemplated by the Transaction Documents. The Company shall pay, and hold the Investor harmless against, any liability, loss or expense
(including, without limitation, attorneys’ fees and out of pocket expenses) arising in connection with any such claim.


(x)
Investment Company. The Company is not, and immediately after giving effect to the sale of the Purchase Shares in accordance
with this Agreement and the application of the proceeds as described in the Registration Statement under the caption “Use of Proceeds,”
will not be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.




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(y)
Listing and Maintenance Requirements. 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 pursuant to the Exchange Act nor has the Company received any notification that the SEC is currently contemplating
terminating such registration. The Company has not been since December 31, 2020, and currently is not,
an Ineligible Issuer (as defined in Rule 405 of the Exchange Act).


(z)
Accountants. The Company’s accountants are set forth in the SEC Documents and, to the knowledge of the Company, such
accountants are an independent registered public accounting firm as required by the Securities Act.


(aa)
 No Market Manipulation. The Company has not, and to its
knowledge no Person acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization
or manipulation of the price of any security of the Company 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, or (iii) paid or agreed to pay to any Person
any compensation for soliciting another to purchase any other securities of the Company.


(bb)
Shell Company Status. The Company is not, and has not been in the past twenty-four (24) months,
an issuer identified in Rule 144(i)(1)(i) and has filed with the SEC current “Form 10 information”
(as defined in Rule 144(i)(3)) at least twelve (12) months prior to the date of this Agreement reflecting its status as an entity that
is no longer an issuer identified in Rule 144(i)(1)(i).


(cc)   Benefit Plans; Labor Matters. 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 compliance in all material respects 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”) since the Company’s initial public offering 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 Principal
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
Applicable Laws and with the applicable Stock Plan(s), (ii) was duly approved by the Board of Directors,
a duly authorized committee thereof, or the Chief Executive Officer pursuant to delegated authority, 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 SEC, and the Principal 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.


(dd)
Regulatory. During the 12-month period immediately preceding the date hereof, except as described in the SEC Documents,
the Company and each of its Subsidiaries: (A) is and at all times has been in material compliance with all applicable U.S.
and foreign statutes, rules or regulations applicable to Company and its Subsidiaries (“Applicable Laws”), except
as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (B) has not received any
material written notice of adverse finding, warning letter, untitled letter or other correspondence or notice from the U.S. 




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Food
and Drug Administration or any other federal, state, or foreign governmental authority having authority over the Company (“Governmental
Authority”) alleging or asserting material noncompliance with any Applicable Laws or any licenses, certificates, approvals,
clearances, authorizations, permits and supplements or amendments thereto required by any such Applicable Laws (“Authorizations”);
(C) possesses all material Authorizations and such material Authorizations are valid and in full force and effect and, to the Company’s
knowledge, are not in violation of any term of any such material Authorizations; (D) has not received written notice of any claim, action,
suit, proceeding, hearing, enforcement, investigation, arbitration or other action from any Governmental Authority or third party alleging
that any product, operation or activity is in violation of any Applicable Laws or Authorizations and have no knowledge that any such
Governmental Authority or third party is considering any such claim, litigation, arbitration, action, suit, investigation or proceeding;
(E) has not received written notice that any Governmental Authority has taken, is taking or intends to take action to limit, suspend,
modify or revoke any Authorizations and the Company has no knowledge that any such Governmental Authority is considering such action;
and (F) has filed, obtained, maintained or submitted all material reports, documents, forms, notices, applications, records, claims,
submissions and supplements or amendments as required by any Applicable Laws or material Authorizations and that all such reports, documents,
forms, notices, applications, records, claims, submissions and supplements or amendments were complete and correct in all material respects
on the date filed (or were corrected or supplemented by a subsequent submission). During the 12-month period immediately preceding the
date hereof, to the Company’s knowledge, the studies, tests and preclinical studies and clinical trials conducted by or on behalf
of the Company were and, if still pending, are, in all material respects, being conducted in accordance with experimental protocols,
procedures and controls pursuant to accepted professional scientific standards and all Applicable Laws, including, without limitation,
the United States Federal Food, Drug, and Cosmetic Act or any other federal, state, local or foreign governmental or quasi-governmental
body exercising comparable authority; the descriptions of the results of such studies, tests and trials contained in the SEC Documents
are accurate and complete in all material respects and fairly present the data derived from such studies, tests and trials in all material
respects; and the descriptions in the SEC Documents of the results of such clinical trials are consistent in all material respects with
such results and to the Company’s knowledge there are no other studies or other clinical trials whose results are materially inconsistent
with or otherwise materially call into question the results described or referred to in the SEC Documents. The Company uses commercially
reasonable efforts to review, from time to time, the progress and results of the studies, tests and preclinical studies and clinical
trials that are described in the SEC Documents and, based upon (i) the information provided to the Company by the third parties conducting
such studies, tests, preclinical studies and clinical trials and the Company’s review of such information, and (ii) the Company’s
actual knowledge, the Company reasonably believes that the descriptions of the results of such studies, tests, preclinical studies and
clinical trials are accurate and complete in all material respects.


(ee)  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.




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		5.	COVENANTS.



(a)
Filing of Current Report and Registration Statement. The Company agrees that it shall, within the time required under the
Exchange Act, file with the SEC a report on Form 8-K relating to the transactions contemplated by, and describing the material terms
and conditions of, the Transaction Documents (the “Current Report”). The Company shall also file with the SEC within
twenty (20) Business Days of the date hereof, a new registration statement (the “Registration Statement”) covering
the resale of Securities in accordance with the terms of the Registration Rights Agreement, and until the Registration Statement is declared
effective, the Company shall not file any other registration statement with the SEC under the Securities Act. The Company shall permit
the Investor to review and comment upon the final pre-filing draft version of the Registration Statement at least two (2) Business Days
prior to the filing of it with the SEC, and the Company shall not file the Registration Statement with the SEC in a form to which the
Investor reasonably objects. The Investor shall use its reasonable best efforts to comment upon the final pre-filing draft version of
the Registration Statement within one (1) Business Day from the date the Investor receives it from the Company.


(b)
Blue Sky. The Company shall take all such action, if any, as is reasonably necessary in order to obtain an exemption for
or to register or qualify (i) the issuance of the Commitment Shares and the sale of the Purchase Shares to the Investor under this Agreement
and (ii) any subsequent resale of all Securities by the Investor, in each case, under applicable securities or “Blue Sky”
laws of the states of the United States in such states as is reasonably requested by the Investor from time to time, and shall provide
evidence of any such action so taken to the Investor.


(c)
Listing/DTC. The Company shall promptly secure the listing of all of the Securities to be issued to the Investor hereunder
on the Principal Market (subject to official notice of issuance) and upon each other national securities exchange or automated quotation
system, if any, upon which the Common Stock is then listed, and shall use commercially reasonable efforts to maintain, so long as any
shares of Common Stock shall be so listed, such listing of all such Securities from time to time issuable hereunder. The Company shall
use commercially reasonable efforts to maintain the listing of the Common Stock on the Principal Market and shall comply in all respects
with the Company’s reporting, filing and other obligations under the bylaws or rules and regulations of the Principal Market.
Neither the Company nor any of its Subsidiaries shall take any action that would reasonably be expected to result in the delisting or
suspension of the Common Stock on the Principal Market. The Company shall promptly, and in no event later than the following Business
Day, provide to the Investor copies of any notices it receives from the Principal Market regarding the continued eligibility of the Common
Stock for listing on the Principal Market; provided, however, that the Company shall not provide the Investor copies of any such notice
that the Company reasonably believes constitutes material non-public information and that the Company would not be required to publicly
disclose such notice in any report or statement filed with the SEC under the Exchange Act (including on Form 8-K) or the Securities Act.
The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 5(c). The Company
shall take all action necessary to ensure that its Common Stock can be transferred electronically as DWAC Shares.


(d)
Prohibition of Short Sales and Hedging Transactions. The Investor agrees that beginning on the date of this Agreement and
ending on the date of termination of this Agreement as provided in Section 11, the Investor and its agents, representatives and
affiliates shall not in any manner whatsoever enter into or effect, directly or indirectly, any (i) “short sale” (as such
term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Common Stock or (ii) hedging transaction, which establishes
a net short position with respect to the Common Stock. 




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(e)
Issuance of Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, the
Company shall cause to be issued to the Investor a total of 57,313 shares of Common Stock (the “Commitment
Shares”) and shall deliver to the Transfer Agent the Irrevocable Transfer Agent Instructions with respect to the issuance of
such Commitment Shares. For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the date of this Agreement,
whether or not the Commencement shall occur or any Purchase Shares are purchased by the Investor under this Agreement and irrespective
of any subsequent termination of this Agreement.


(f)   
Due Diligence; Non-Public Information. During the term of this Agreement, the Investor shall have the right, from time
to time as the Investor may reasonably deem appropriate, and upon reasonable advance notice to the Company, to perform reasonable due
diligence on the Company during normal business hours. The Company and its officers and employees shall provide information and reasonably
cooperate with the Investor in connection with any reasonable request by the Investor related to the Investor’s due diligence of
the Company. Each party hereto agrees not to disclose any Confidential Information of the other party to any third party and shall not
use the Confidential Information for any purpose other than in connection with, or in furtherance of, the transactions contemplated hereby.
Each party hereto acknowledges that the Confidential Information shall remain the property of the disclosing party and agrees that it
shall take all reasonable measures to protect the secrecy of any Confidential Information disclosed by the other party. The
receiving party may disclose Confidential Information to the extent such information is required to be disclosed by law, regulation or
order of a court of competent jurisdiction or regulatory authority, provided that the receiving party shall promptly notify the disclosing
party when such requirement to disclose arises, and shall cooperate with the disclosing party so as to enable the disclosing party to:
(i) seek an appropriate protective order; and (ii) make any applicable claim of confidentiality in respect of such Confidential Information;
and provided, further, that the receiving party shall disclose Confidential Information only to the extent required by the protective
order or other similar order, if such an order is obtained, and, if no such order is obtained, the receiving party shall disclose only
the minimum amount of such Confidential Information required to be disclosed in order to comply with the applicable law, regulation or
order. In addition, any such Confidential Information disclosed pursuant to this Section 5(f) shall continue to be deemed Confidential
Information. Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to provide the Investor with
any information that constitutes or may reasonably be considered to constitute material, non-public information pursuant to a request
for information hereunder, and the Company and the Investor agree that neither the Company nor any other Person acting on its behalf
shall provide the Investor or its agents or counsel with any information that constitutes or may reasonably be considered to constitute
material, non-public information, 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 Person acting on its
behalf (as determined in the reasonable good faith judgment of the Investor), in addition to any other remedy provided herein or in the
other Transaction Documents, 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 provided notice
to the Company that it believes, based on the advice of external counsel, it has received information that constitutes material, non-public
information, the Company shall have at least two Business Days from 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 (assuming the
Investor and the Investor’s counsel disagree in their reasonable good faith judgment with the Company’s determination) prior
to any such disclosure by the Investor and the Company shall have failed to publicly disclose such material, non-public information.
The Investor shall not have any liability to the Company, or any of its directors, officers, employees, stockholders or agents, for any
such disclosure. The Company understands and confirms that the Investor shall be relying on the foregoing covenants in effecting transactions
in securities of the Company.




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(g)
 Purchase Records. The Investor and the Company shall each maintain records showing the remaining Available Amount at any
given time and the dates and Purchase Amounts for each Regular Purchase, Accelerated Purchase and Additional
Accelerated Purchase or shall use such other method, reasonably satisfactory to the Investor and the Company. 


(h)
Taxes. The Company shall pay any and all transfer, stamp or similar taxes that may be payable with respect to the issuance
and delivery of any shares of Common Stock to the Investor made under this Agreement.


(i)  No Aggregation. From and after the date of this Agreement, neither the Company, nor any of its affiliates will, and the
Company shall use its reasonable best efforts to ensure that no Person acting on their behalf will, directly or indirectly, make any
offers or sales of any security or solicit any offers to buy any security, under circumstances that would cause this offering of the
Securities by the Company to the Investor to be aggregated with other offerings by the Company in a manner that would require stockholder
approval pursuant to the rules of the Principal Market on which any of the securities of the Company are listed or designated unless
stockholder approval is obtained before the closing of such subsequent transaction in accordance with the rules of such Principal Market.


(j) Use
of Proceeds. The Company will use the net proceeds from the offering for any corporate purpose at the sole discretion of the
Company.


(k)
Other Transactions. During the term of this Agreement, 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, including, without limitation, the obligation
of the Company to deliver the Securities to the Investor in accordance with the terms of the Transaction Documents.


(l) No
Integration. From and after the date of this Agreement, neither the Company, nor or any of its affiliates will, and the Company
shall use its reasonable best efforts to ensure that no Person acting on their behalf will, directly or indirectly, make any offers
or sales of any security or solicit any offers to buy any security, under circumstances that would require registration of the offer
and sale of any of the Securities under the Securities Act.


(m)  Limitation on Variable Rate Transactions. From and after the date of this Agreement until
the thirty-six (36) month anniversary of the date of this Agreement (irrespective of any earlier termination of this Agreement), the
Company shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries
of Common Stock involving a Variable Rate Transaction other than with the Investor. “Variable Rate Transaction” means
an “equity line of credit” or substantially similar transaction whereby an investor is irrevocably bound to purchase securities
over a period of time from the Company at a price based on the market price of the Company’s Common Stock at the time of each such
purchase, provided, however, that this Section 5(m) shall not be deemed to prohibit the issuance and sale of Common Stock pursuant to
an “at-the-market offering” by the Company exclusively through a registered broker-dealer acting as agent of the Company
pursuant to a written agreement between the Company and such registered broker-dealer. 




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(n)
Publicity. The Company shall afford the Investor and its counsel with the 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, disclosure that is part of any press release, SEC filing or any other public disclosure by or on behalf of
the Company that identifies the Investor, describes its purchases hereunder or summarizes any aspect of the Transaction Documents or
the transactions contemplated thereby, not less than twenty-four (24) hours prior to the issuance, filing or public disclosure thereof;
provided that (i) the Company shall not be required to provide to the Investor any press release, SEC filing or any other public
disclosure that solely discloses the number of shares sold to the Investor and the amounts paid by the Investor for such shares and (ii)
the Company shall not be required to provide to the Investor any disclosures that are materially similar to those previously reviewed
by the Investor. The Investor must be provided with a substantially final version of any such disclosure that relates to the Investor,
at least twenty-four (24) hours prior to any release, filing or use by the Company thereof.


		6.	TRANSFER
                                            AGENT INSTRUCTIONS.



(a)
On the date of this Agreement, the Company shall issue irrevocable instructions to the Transfer Agent to issue the Commitment
Shares in accordance with the terms of this Agreement (the “Irrevocable Transfer Agent Instructions”). The certificate(s)
or book-entry statement(s) representing the Commitment Shares, except as set forth below, shall bear the following restrictive legend
(the “Restrictive Legend”) and no other legend whatsoever.


THE SECURITIES
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR APPLICABLE STATE SECURITIES LAWS, UNLESS SOLD PURSUANT TO: (1) RULE 144 UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR (2) AN OPINION OF HOLDER’S COUNSEL, IN A CUSTOMARY FORM, THAT REGISTRATION
IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS.


(b)
On the earlier of (i) the date the Registration Statement is declared effective by the SEC and (ii) such time that the Investor
shall request, provided all conditions of Rule 144 under the Securities Act are met, the Company shall, no later than two (2) Business
Days following the delivery by the Investor to the Company or the Transfer Agent of one or more legended certificates or book-entry statements
representing the Commitment Shares (which certificates or book-entry statements the Investor shall promptly deliver on or prior to the
first to occur of the events described in clauses (i) and (ii) of this sentence), as directed by the Investor, issue and deliver (or
cause to be issued and delivered) to the Investor, as requested by the Investor, either: (A) a certificate
or book-entry statement representing such Commitment Shares that is free from all restrictive and other legends or (B) a number of shares
of Common Stock equal to the number of Commitment Shares represented by the certificate(s) or book-entry statement(s) so delivered by
the Investor as DWAC Shares. The Company shall take all actions reasonably necessary to carry out the intent and accomplish the purposes
of the immediately preceding sentence, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions
and instructions to the Transfer Agent, and any successor transfer agent of the Company, as may be reasonably requested from time to
time by the Investor or necessary or desirable to carry out the intent and accomplish the purposes 




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of
the immediately preceding sentence. On the Commencement Date, the Company shall issue to the Transfer Agent, and any subsequent transfer
agent, (i) irrevocable instructions in the form substantially similar to those used by the Investor in substantially similar transactions
(the “Commencement Irrevocable Transfer Agent Instructions”) and (ii) the notice of effectiveness of the Registration
Statement in a form acceptable to the Transfer Agent (the “Notice of Effectiveness of Registration Statement”), in
each case to issue the Securities in accordance with the terms of this Agreement and the Registration Rights Agreement. All Purchase
Shares to be issued from and after the Commencement Date to the Investor pursuant to this Agreement shall be issued only as DWAC Shares.
The Company represents and warrants to the Investor that, while this Agreement is effective, no instruction other than the Commencement
Irrevocable Transfer Agent Instructions and the Notice of Effectiveness of Registration Statement referred to in this Section 6(b) will
be given by the Company to the Transfer Agent with respect to the Commitment Shares, or any of the Purchase Shares covered by the Registration
Statement from and after Commencement, and the Commitment Shares and the Purchase Shares covered by the Registration Statement shall
otherwise be freely transferable on the books and records of the Company. The Company agrees that if the Company fails to fully comply
with the provisions of this Section 6(b) within five (5) Business Days of the Investor providing the deliveries referred to above, the
Company shall, at the Investor’s written instruction, purchase such shares of Common Stock containing the Restrictive Legend from
the Investor at the greater of the (i) purchase price paid for such shares of Common Stock and (ii) the Closing Sale Price of the Common
Stock on the date of the Investor’s written instruction.


		7.	CONDITIONS
                                            TO THE COMPANY’S RIGHT TO COMMENCE



SALES
OF SHARES OF COMMON STOCK.


The
right of the Company hereunder to commence sales of the Purchase Shares on
the Commencement Date is subject to the satisfaction or, where legally permissible, the waiver of each
of the following conditions:


(a)
The Investor shall have executed each of the Transaction Documents and delivered the same to the Company;


(b)
The Registration Statement covering the resale of all of such Purchase Shares as required pursuant to the Registration Rights
Agreement shall have been declared effective under the Securities Act by the SEC and no stop order with respect to the Registration Statement
shall be pending or, to the Company’s knowledge, threatened by the SEC; 


(c)
The Common Stock shall be listed on the Principal Market, and all Securities to be issued by the Company to the Investor under
the Transaction Documents shall have not been disapproved for listing on the Principal Market in accordance with the applicable rules
and regulations of the Principal Market, subject only to official notice of issuance; and


(d)
The representations and warranties of the Investor shall be true and correct in all material respects
(except to the extent that any of such representations and warranties is already qualified as to materiality
in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification)
as of the date hereof and as of the Commencement Date as though made at that time.




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		8.	CONDITIONS
                                            TO THE INVESTOR’S OBLIGATION TO PURCHASE SHARES OF COMMON STOCK.



The
obligation of the Investor to buy Purchase Shares (other than the Commitment Shares) under this Agreement is subject to the satisfaction
or, where legally permissible, the waiver of each of the following conditions on or prior to the Commencement Date and, once such conditions
have been initially satisfied, there shall not be any ongoing obligation to satisfy such conditions after the Commencement has occurred:


(a)
The Company shall have executed each of the Transaction Documents and delivered the same to the Investor;


(b)
The Investor shall have received the opinion letters of the Company’s corporate legal counsel and Florida state legal counsel
(the “Company Counsels”) dated as of the Commencement Date substantially in the form agreed
to prior to the date of this Agreement by the Company Counsels and the Investor’s legal counsel;


(c)
The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that
any of such representations and warranties is already qualified as to materiality in Section 4 above, in which case, such representations
and warranties shall be true and correct in all material respects without further qualification) as of the date when made and as of the
Commencement Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall
be true and correct in all material respects as of such date) and the Company shall have performed, satisfied and complied with the covenants,
agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior
to the Commencement Date. The Investor shall have received a certificate, executed by the Chief Executive Officer or the Chief Financial
Officer of the Company, dated as of the Commencement Date, to the foregoing effect in the form attached hereto as Exhibit A;


(d)
The Board of Directors of the Company shall have adopted the Signing Resolutions, which shall be in full force and effect without
any amendment or supplement thereto as of the Commencement Date; 


(e)
As of the Commencement Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose
of effecting purchases of Purchase Shares hereunder, 3,000,000 shares of Common Stock (excluding the Commitment Shares); 


(f)  The Commencement Irrevocable Transfer Agent Instructions and the Notice of Effectiveness of Registration Statement each shall
have been delivered to and acknowledged in writing by the Company and the Company’s Transfer Agent (or any successor transfer agent);


(g)
The Company shall have delivered to the Investor a certificate evidencing the incorporation
and good standing of the Company in the State of Florida issued by the Secretary of State of the State of Florida and a certificate or
its equivalent evidencing the good standing of the Company as a foreign corporation in any other jurisdiction where the Company is duly
qualified to conduct business, in each case, as of a date within ten (10) Business Days of the Commencement Date;




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(h)
The Company shall have delivered to the Investor a certified copy of the Articles of Incorporation as certified by the Secretary
of State of the State of Florida within ten (10) Business Days of the Commencement Date;


(i)
The Company shall have delivered to the Investor a secretary’s
certificate executed by the Secretary of the Company, dated as of the Commencement Date,
in the form attached hereto as Exhibit B;


(j)  The Registration Statement covering the resale of the Securities in accordance with the Registration Rights Agreement shall have
been declared effective under the Securities Act by the SEC and no stop order with respect to the Registration Statement shall be pending
or, to the Company’s knowledge, threatened by the SEC. The Company shall have prepared and filed with the SEC, not later than two
(2) Business Days after the effective date of the Registration Statement, a final prospectus (the preliminary form of which shall be
included in the Registration Statement) and shall have delivered to the Investor a true and complete copy thereof. When filed, such prospectus
shall be current and available for the resale by the Investor of all of the Securities covered thereby. The Current Report shall have
been filed with the SEC, as required pursuant to Section 5(a). 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;


(k)
No Event of Default (as defined below) has occurred, and no event which, after notice and/or lapse
of time, would reasonably be expected to become an Event of Default has occurred;


(l)  No statute, regulation, order, decree, writ, ruling or injunction shall have been enacted, entered, promulgated, threatened or
endorsed by any federal, state, local or foreign 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; 


(m)    
No action, suit or proceeding before any federal, state, local or foreign arbitrator or any court or governmental authority of
competent jurisdiction shall have been commenced or threatened, and no inquiry or investigation by any federal, state, local or foreign
governmental authority of competent jurisdiction shall have been commenced or threatened, against the Company, or any of the officers,
directors or affiliates of the Company, seeking to restrain, prevent or change the transactions contemplated by the Transaction Documents,
or seeking material damages in connection with such transactions; and


(n)
All federal, state and local governmental laws, rules and regulations applicable to the transactions contemplated by the Transaction
Documents and necessary for the execution, delivery and performance of the Transaction Documents and the consummation of the transactions
contemplated thereby in accordance with the terms thereof shall have been complied with, and all consents, Authorizations and orders
of, and all filings and registrations with, all federal, state and local courts or governmental agencies and all federal, state and local
regulatory or self-regulatory agencies necessary for the execution, delivery and performance of the Transaction Documents and the consummation
of the transactions contemplated thereby in accordance with the terms thereof shall have been obtained or made, including, without limitation,
in each case those required under the Securities Act, the Exchange Act, applicable state securities or “Blue Sky” laws or
applicable rules and regulations of the Principal Market, or otherwise required by the SEC, the Principal Market or any state securities
regulators.


(o)
The Company shall have provided the Investor with the information requested by the Investor in connection with its due diligence
requests in accordance with the terms of Section 5(f) hereof.




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		9.	INDEMNIFICATION.



In
consideration of the Investor’s execution and delivery of the Transaction Documents and acquiring the Securities hereunder and
in addition to all of the Company’s other obligations under the Transaction Documents, the Company shall defend, protect, indemnify
and hold harmless the Investor and all of its affiliates, officers, directors, members, managers, employees and direct or indirect investors
and any of the foregoing Person’s agents or other representatives (including, without limitation, those retained in connection
with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”) from and against any and all
actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith
(irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable
attorneys' fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee as a result of, or arising
out of or relating to: (a) any misrepresentation or breach of any representation or warranty made by the Company in the Transaction Documents
or any other certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation
of the Company contained in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby
or (c) any cause of action, suit or claim brought or made against such Indemnitee and arising out of or resulting from the execution,
delivery, performance or enforcement of the Transaction Documents or any other certificate, instrument or document contemplated hereby
or thereby other than, in the case of clause (c), with respect to Indemnified Liabilities which
directly and primarily result from the fraud, gross negligence or willful misconduct of an Indemnitee. The indemnity in this Section
9 shall not apply to amounts paid in settlement of any claim if such settlement is effected without the prior written consent of
the Company, which consent shall not be unreasonably withheld, conditioned or delayed. To the extent that the foregoing undertaking by
the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each
of the Indemnified Liabilities which is permissible under applicable law. Payment under this indemnification shall be made within thirty
(30) days from the date the Indemnitee makes written request for it. A certificate containing reasonable detail as to the amount of such
indemnification submitted to the Company by the Indemnitee shall be conclusive evidence, absent manifest error, of the amount due from
the Company to the Indemnitee; provided that the Indemnitee shall undertake to repay any amounts paid to it hereunder if it is ultimately
determined, by a final and non-appealable order of a court of competent jurisdiction, that the Indemnitee is not entitled to be indemnified
against such Indemnified Liabilities by the Company pursuant to this Agreement. If any action shall be brought against any Indemnitee
in respect of which indemnity may be sought pursuant to this Agreement, such Indemnitee shall promptly notify the Company in writing,
and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Indemnitee.
Any Indemnitee shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees
and expenses of such counsel shall be at the expense of such Indemnitee, except to the extent that (i) the employment thereof has
been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume
such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material
conflict on any material issue between the position of the Company and the position of such Indemnitee, in which case the Company shall
be responsible for the reasonable fees and expenses of no more than one such separate counsel.




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		10.	EVENTS
                                            OF DEFAULT.



In
addition to any other rights and remedies under applicable law and this Agreement, so long as an “Event of Default” has occurred
and is continuing, or if any event that, after notice and/or lapse of time, would reasonably be expected to become an Event of Default,
has occurred and is continuing, the Company shall not deliver to the Investor any Purchase Notice, and the Investor shall not purchase
any shares of Common Stock under this Agreement. An “Event of Default” shall be deemed to have occurred at any time as any
of the following events occurs:


(a)
the effectiveness of the Registration Statement registering the Securities lapses for any reason (including, without limitation,
the issuance of a stop order or similar order), the Registration Statement or any prospectus thereunder is unavailable
for the sale by the Company to the Investor (or the resale by the Investor) of any or all of the Securities to be issued to the Investor
under the Transaction Documents, and any such lapse or unavailability continues for a period of ten
(10) consecutive Business Days or for more than an aggregate of thirty (30) Business
Days in any 365-day period, but excluding a lapse or unavailability where (i) the Company terminates
the Registration Statement after the Investor has confirmed in writing that all of the Securities covered thereby have been resold or
(ii) the Company supersedes the Registration Statement with a New Registration Statement, including (without limitation) when the Registration
Statement is effectively replaced with a New Registration Statement covering Securities (provided in the case of this clause (ii) that
all of the Securities covered by the superseded (or terminated) registration statement that have not theretofore been sold to the Investor
are included in the superseding (or new) registration statement);


(b)
the suspension of the Common Stock from trading on the Principal Market for a period of one (1) Business Day, provided that the
Company may not direct the Investor to purchase any shares of Common Stock during any such suspension;


(c)
the delisting of the Common Stock from The Nasdaq Capital Market; provided, however, that the Common Stock is not immediately
thereafter trading on The Nasdaq Global Market, The Nasdaq Global Select Market, the New York Stock Exchange, the NYSE Arca, the NYSE
American, the OTC Bulletin Board, or the OTCQB or the OTCQX operated by the OTC Markets Group, Inc. (or any nationally recognized successor
to any of the foregoing); 


(d)
the failure for any reason by the Transfer Agent to issue Purchase Shares to the Investor by the second Business Day after the
applicable Regular Purchase Date or Accelerated Purchase Date (as applicable) on which the Investor is entitled to receive such Purchase
Shares;


(e)
the Company breaches any representation, warranty, covenant or other term or condition under any Transaction Document if such
breach could have a Material Adverse Effect and except, in the case of a breach of a covenant which is reasonably curable, only if such
breach continues for a period of at least five (5) Business Days;


(f)
if any Person commences a proceeding against the Company pursuant to or within the meaning of any Bankruptcy Law; 


(g)
if the Company pursuant to or within the meaning of any Bankruptcy Law, (i) commences a voluntary case, (ii) consents to the entry
of an order for relief against it in an involuntary case, (iii) consents to the appointment of a receiver, trustee, assignee, liquidator
or similar official under any Bankruptcy Law (a “Custodian”) of it or for all or substantially all of its property,
or (iv) makes a general assignment for the benefit of its creditors or is generally unable to pay its debts as the same become due;




    	26 



    	 



    

 


 


(h)
a court of competent jurisdiction enters 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; 


(i)
if at any time the Company is not eligible to transfer its Common Stock electronically as DWAC Shares; or 


(j)
if at any time after the Commencement Date, the Exchange Cap is reached (to the extent the Exchange Cap is applicable pursuant to Section
2(e) hereof) and the Company’s stockholders have not approved the transactions contemplated by this Agreement in
accordance with the applicable rules and regulations of the Principal Market.


		11.	TERMINATION



This
Agreement may be terminated only as follows:


(a)
If 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, 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 (any of which would be an Event of Default as described in Sections 10(f),
10(g) and 10(h) hereof), this Agreement shall automatically terminate without any liability or payment to the Company (except
as set forth below) without further action or notice by any Person. 


(b)
In the event that the Commencement shall not have occurred on or before December 15, 2022 due to the failure to satisfy the conditions
set forth in Sections 7 and 8 above with respect to the Commencement, either the Company or the Investor shall have the
option to terminate this Agreement at the close of business on such date or thereafter without liability of any party to any other party
(except as set forth below); provided, however, that the right to terminate this Agreement under this Section 11(b) shall not
be available to any party if such party is then in breach of any covenant or agreement contained in this Agreement or any representation
or warranty of such party contained in this Agreement fails to be true and correct such that the conditions set forth in Section 7(d)
or Section 8(c), as applicable, could not then be satisfied.


(c)
At any time after the Commencement Date, the Company shall have the option to terminate this Agreement for any reason or for no
reason by delivering notice (a “Company Termination Notice”) to the Investor electing to terminate this Agreement
without any liability whatsoever of any party to any other party under this Agreement (except as set forth below). The Company Termination
Notice shall be effective one (1) Business Day after it has been received by the Investor. 


(d)
This Agreement shall automatically terminate on the date that the Company sells and the Investor purchases the full Available
Amount as provided herein, without any action or notice on the part of any party and without any liability whatsoever of any party to
any other party under this Agreement (except as set forth below).


(e)
If, for any reason or for no reason, the full Available Amount has not been purchased in accordance with Section 2 of this
Agreement by the Maturity Date, this Agreement shall automatically terminate on the Maturity Date, without any action or notice on the
part of any party and without any liability whatsoever of any party to any other party under this Agreement (except as set forth below).




    	27 



    	 



    

 


 


Except
as set forth in Sections 11(a) (in respect of an Event of Default under Sections 10(f), 10(g) and 10(h),
11(d) and 11(e)), any termination of this Agreement pursuant to this Section 11 shall be effected by written notice
from the Company to the Investor, or the Investor to the Company, as the case may be, setting forth the basis for the termination
hereof. The representations and warranties of the Company and the Investor contained in Sections 3 and 4 hereof, the indemnification
provisions set forth in Section 9 hereof and the agreements and covenants set forth in Sections 5, 6, 10,
11 and 12 shall survive the Commencement and any termination of this Agreement. No termination of this Agreement shall
(i) affect the Company’s or the Investor’s rights or obligations under (A) this Agreement with respect to any pending Regular
Purchases, Accelerated Purchases, and Additional Accelerated Purchases and the Company and the Investor shall complete their respective
obligations with respect to any pending Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases under this Agreement
and (B) the Registration Rights Agreement, which shall survive any such termination in accordance with its terms, or (ii) be deemed to
release the Company or the Investor from any liability for intentional misrepresentation or willful breach of any of the Transaction
Documents.


		12.	MISCELLANEOUS.



(a)
Governing Law; Jurisdiction; Jury Trial. The corporate laws of the State of Florida shall govern all issues concerning
the relative rights of the Company and its stockholders. All other questions concerning the construction, validity, enforcement and interpretation
of this Agreement and the other Transaction Documents shall be governed by the internal laws of the State of Illinois, without giving
effect to any choice of law or conflict of law provision or rule (whether of the State of Illinois or any other jurisdictions) that would
cause the application of the laws of any jurisdictions other than the State of Illinois. Each party hereby irrevocably submits to the
exclusive jurisdiction of the state and federal courts sitting in the State of Illinois, County of Cook, for the adjudication of any
dispute hereunder or under the other Transaction Documents or in connection herewith or therewith, or with any transaction contemplated
hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that
it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient
forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process
and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for
such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH
PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF
ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


(b)
Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one
and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party;
provided that a facsimile signature or signature delivered by e-mail in a “.pdf” format data file 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.


(c)
Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation
of, this Agreement.




    	28 



    	 



    

 


 


(d)
Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity
or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity
or enforceability of any provision of this Agreement in any other jurisdiction.


(e)
Entire Agreement. The Transaction Documents supersede all other prior oral or written agreements between the Investor,
the Company, their affiliates and Persons acting on their behalf with respect to the subject matter thereof, and this Agreement, the
other Transaction Documents and the instruments referenced herein contain the entire understanding of the parties with respect to the
matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Investor makes
any representation, warranty, covenant or undertaking with respect to such matters. The Company acknowledges and agrees that it has not
relied on, in any manner whatsoever, any representations or statements, written or oral, other than as expressly set forth in the Transaction
Documents. The Investor acknowledges and agrees that it has not relied on, in any manner whatsoever, any representations or statements,
written or oral, other than as expressly set forth in the Transaction Documents.


(f)
Notices. Any notices, consents or other communications required or permitted to be given under the terms of this Agreement must
be in writing and will be deemed to have been delivered: (i) upon receipt when delivered personally; (ii) upon receipt when sent by facsimile
or email (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or
(iii) one Business Day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the
party to receive the same. The addresses for such communications shall be:


If to the Company:


 


Dolphin Entertainment, Inc.


150 Alhambra Circle, Suite 1200


Coral Gables, FL 33134


Telephone: (305)
774-0407


E-mail: William O’
Dowd


Attention:
billodowd@dolphinentertainment.com


With a copy to (which shall not
constitute notice or service of process):


 


K&L Gates LLP


200 S. Biscayne Blvd., Suite 3900


Miami, FL 33131


Telephone: (305)
539-3306


Facsimile: (305) 358-7095


E-mail: clayton.parker@klgates.com


Attention: Clayton E. Parker,
Esq.


If to the Investor:


 


Lincoln Park Capital Fund, LLC


440 North Wells, Suite 410


Chicago, IL 60654


Telephone: (312)
822-9300


Facsimile: (312)
822-9301


E-mail:
jscheinfeld@lpcfunds.com/jcope@lpcfunds.com


Attention: Josh
Scheinfeld/Jonathan Cope




    	29 



    	 



    

 


If to the Transfer Agent:


 


Nevada Agency and Transfer Company


50 West Liberty Street, Suite 880


Reno, Nevada 89501


Telephone: (979)
218-8194


Email: tiffany@natco.com


Attention: Tiffany
Baxter


 


or
at such other address, e-mail and/or facsimile number and/or to the attention of such other Person as the recipient party has specified
by written notice given to each other party three (3) Business Days prior to the effectiveness of such change. Written confirmation of
receipt (A) given by the recipient of such notice, consent or other communication, (B) mechanically or electronically generated by the
sender’s facsimile machine or e-mail account containing the time, date, and recipient facsimile number or e-mail address, as applicable,
and an image of the first page of such transmission or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable
evidence of personal service, receipt by facsimile or email or receipt from a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above, respectively.


(g)
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective
successors and assigns. The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written
consent of the Investor, including by merger or consolidation. The Investor may not assign its rights or obligations under this Agreement.


(h)
No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted
successors and assigns, and, except as set forth in Section 9, is not for the benefit of, nor may any provision hereof be enforced
by, any other Person.


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


(j)
No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against any party.


(k)
No Financial Advisor, Placement Agent, Broker or Finder. The Company represents and warrants to the Investor that it has
not engaged any financial advisor, placement agent, broker or finder in connection with the transactions contemplated hereby. The Investor
represents and warrants to the Company that it has not engaged any financial advisor, placement agent, broker or finder in connection
with the transactions contemplated hereby. The Company shall be responsible for the payment of any fees or commissions, if any, of any
financial advisor, placement agent, broker or finder relating to or arising out of the transactions contemplated hereby. The Company
shall pay, and hold the Investor harmless against, any liability, loss or expense (including, without limitation, reasonable attorneys’
fees and out of pocket expenses) arising in connection with any such claim made by a third party for any such fees or commissions.




    	30 



    	 



    

 


 


(l)
Remedies, Other Obligations, Breaches and Injunctive Relief. The Investor’s remedies provided in this Agreement, including,
without limitation, the Investor’s remedies provided in Section 9, shall be cumulative and in addition to all other remedies available
to the Investor under this Agreement, at law or in equity (including a decree of specific performance and/or other injunctive relief).
No remedy of the Investor contained herein shall be deemed a waiver of compliance with the provisions giving rise to such remedy and
nothing herein shall limit the Investor’s right to pursue actual damages for any failure by the Company to comply with the terms
of this Agreement. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investor
and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach
or threatened breach, the Investor shall be entitled, in addition to all other available remedies, to an injunction restraining any breach,
without the necessity of showing economic loss and without any bond or other security being required.


(m)  Enforcement
Costs. If: (i) this Agreement is placed by the Investor or the Company in the hands of an
attorney for enforcement or is enforced by the Investor or the Company through any legal proceeding; (ii) an attorney is retained to
represent the Investor in any bankruptcy, reorganization, receivership or other proceedings affecting creditors' rights and
involving a claim under this Agreement; or (iii) an attorney is retained to represent the Investor or the Company in any other
proceedings whatsoever in connection with this Agreement, then the party against which redress is sought under this Section 12(l)
shall pay, all reasonable costs and expenses including attorneys' fees incurred in connection therewith to the party incurring such
costs and expenses, as incurred, in addition to all other amounts due hereunder.


(n)
Amendment and Waiver; Failure or Indulgence Not Waiver. No provision of this Agreement may be amended other than by a written
instrument signed by both parties hereto and 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
exercise thereof or of any other right, power or privilege.


 


** Signature Page
Follows **


 




    	31 



    	 



    

 


IN
WITNESS WHEREOF, the Investor and the Company have caused this Purchase Agreement to be duly executed as of the date first written
above.


 


 


 


	 	THE COMPANY:
	 	 	 
	 	DOLPHIN ENTERTAINMENT, INC.
	 	 	 
	 	 	 
	 	By: 	/s/William O’Dowd
	 	Name: 	William O’Dowd, IV 
	 	Title: 	Chief Executive Officer
	 	 	 
	 	 	 
	 	INVESTOR:
	 	 	 
	 	LINCOLN PARK CAPITAL FUND, LLC
	 	BY: LINCOLN PARK CAPITAL, LLC
	 	BY: 	 
	 	 	 
	 	 	 
	 	 	 
	 	By: 	/s/Josh Scheinfeld
	 	Name: 	Josh Scheinfeld
	 	Title: 	President


 


 


 




    	32 



    	 



    

 


EXHIBITS


 


Exhibit
AForm of Officer’s Certificate


Exhibit
BForm of Secretary’s Certificate


 


 




    	33 



    	 



    

 


 


EXHIBIT A


 


FORM OF OFFICER’S
CERTIFICATE


This
Officer’s Certificate (“Certificate”) is being delivered pursuant to
Section 8(c) of that certain Purchase Agreement dated as of August 10, 2022, (“Purchase Agreement”), by and
between DOLPHIN ENTERTAINMENT, INC., a Florida corporation (the “Company”),
and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”).
Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement.


The
undersigned, William O’Dowd, IV, Chief Executive Officer of the Company, hereby certifies, on behalf of the Company and not in
his individual capacity, as follows:


1.  I am the Chief Executive Officer of the Company ;


2.  The representations and warranties of the Company are true and correct in all material respects (except to the extent that any
of such representations and warranties is already qualified as to materiality in Section 4 of the Purchase Agreement, in which case,
such representations and warranties are true and correct without further qualification) as of the date when made and as of the Commencement
Date as though made at that time (except for representations and warranties that speak as of a specific date, in which case such representations
and warranties are true and correct in all material respects as of such date);


3.  The Company has performed, satisfied and complied in all material respects with covenants, agreements and conditions required
by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Commencement Date, to the
extent not otherwise waived.


4.  The Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any Bankruptcy
Law nor does the Company or any of its Subsidiaries currently have any knowledge or reason to believe that its creditors intend to initiate
involuntary bankruptcy or insolvency proceedings. The Company is currently generally able to pay its debts as they become due.


IN
WITNESS WHEREOF, I have hereunder signed my name on this ___ day of ___________.


_____________________________


Name: William
O’Dowd, IV


Title: Chief
Executive Officer


 


The
undersigned as Secretary of DOLPHIN ENTERTAINMENT, INC., a Florida corporation, hereby certifies that William O’Dowd, IV
is the duly elected, appointed, qualified and acting Chief Executive Officer of the Company, and that the signature appearing above is
his genuine signature.


______________________________________


_________________, Secretary


 


 




    	34 



    	 



    

 


EXHIBIT B


FORM
OF SECRETARY’S CERTIFICATE


This
Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section 8(i) of that certain Purchase
Agreement dated as of August 10, 2022 (“Purchase Agreement”), by and between DOLPHIN ENTERTAINMENT, INC., a
Florida corporation (the “Company”) and LINCOLN
PARK CAPITAL FUND, LLC (the “Investor”), pursuant to which the Company
may sell to the Investor up to Twenty-five Million Dollars ($25,000,000) of the Company's Common Stock, $0.015
par value per share (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed
to them in the Purchase Agreement.


The
undersigned, ______________, Secretary of the Company, hereby certifies, on behalf of the Company and not in his individual capacity,
as follows:


1.  I am the Secretary of the Company and make the statements contained in this Secretary’s Certificate.


2.  Attached hereto as Exhibit A and Exhibit B are true, correct and complete copies of the Company’s Restated
Bylaws (“Bylaws”) and and Articles of Incorporation, as amended by two Certificates of Amendment (“Charter”),
and no action has been taken by the Company, its directors, officers or stockholders, in contemplation of the filing of any further amendment
relating to or affecting the Bylaws or Charter.


3.  Attached hereto as Exhibit C are true, correct and complete copies of the resolutions unanimously adopted by the Board
of Directors of the Company on _____________. Such resolutions have not been amended, modified or rescinded and remain in full force
and effect and such resolutions are the only resolutions adopted by the Company’s Board of Directors, or any committee thereof,
or the stockholders of the Company relating to or affecting (i) the entering into and performance of the Purchase Agreement, or the issuance,
offering and sale of the Securities and (ii) the performance of the Company of its obligation under the Transaction Documents as contemplated
therein.


4.  As of the date hereof, the authorized, issued and reserved capital stock of the Company is as set forth on Exhibit D hereto.


IN
WITNESS WHEREOF, I have hereunder signed my name on this ___ day of ____________.


 


______________________


Name:


Title:
Secretary