Exhibit 10.1


 


AMENDED AND RESTATED  


COMMON STOCK PURCHASE AGREEMENT


 


This AMENDED AND RESTATED COMMON STOCK
PURCHASE AGREEMENT is made and entered into as of August 12, 2022 (this “Agreement”), by and between MMTEC,
INC., a British Virgin Islands corporation (the “Company”), and VG Master Fund SPC, an exempted
company incorporated with limited liability under the laws of the Cayman Islands or its affiliates (the “Investor”).


 


RECITALS


 


WHEREAS, the Company and Investor entered
into that certain Common Stock Purchase Agreement, dated August 10, 2022 (the “Original Agreement”) pursuant
to which the parties agreed that, upon the terms and subject to the conditions and limitations set forth therein, the Company may issue
and sell to the Investor, from time to time as provided therein, and the Investor shall purchase from the Company, up to the lesser of
(a) $6,000,000 of newly issued shares of the Company’s common stock, par value $0.01 per share (“Common Stock”),
and (b) the maximum amount of securities the Company is permitted to issue under its Registration Statement during the applicable one
year period in which the purchase and sale occur;


 


WHEREAS, the parties wish to amend and
restate the Original Agreement pursuant to the terms and conditions set forth herein.


 


WHEREAS, the parties hereto entered
into that certain Registration Rights Agreement dated August 10, 2022 in the form attached as Exhibit A hereto (the
“Registration Rights Agreement”), pursuant to which the Company agreed to register under the Securities Act
the resale of the Common Stock sold pursuant to this Agreement by the Investor, upon the terms and subject to the conditions set forth
therein; and


 


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


 


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


 


ARTICLE I


DEFINITIONS


 


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


 


ARTICLE II


PURCHASE AND SALE OF COMMON STOCK


 


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


 


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


 






     


     


    

 


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


 


ARTICLE III


PURCHASE TERMS


 


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


 


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


 


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


 






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


 


Section 3.4. Compliance with Rules
of Trading Market.


 


(a) [Reserved.]


 


(b) [Reserved.]


 


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


 


Section 3.5. [Reserved.]


 






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ARTICLE IV


REPRESENTATIONS, WARRANTIES AND COVENANTS OF
THE INVESTOR


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 






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ARTICLE V


REPRESENTATIONS, WARRANTIES AND COVENANTS OF
THE COMPANY


 


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


 


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


 


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


 


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


 






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


 


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


 






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


 


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


 






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


 


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


 


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


 






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


 


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


 


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


 


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


 


Section 5.10. No Undisclosed Events
or Circumstances. No event or circumstance has occurred or information exists with respect to the Company or any of
its Subsidiaries or its or their business, properties, liabilities, operations (including results thereof) or conditions (financial or
otherwise), which, under applicable law, rule or regulation, requires public disclosure or announcement by the Company at or before the
Closing but which has not been so publicly announced or disclosed, except for events or circumstances which, individually or in the aggregate,
would not reasonably be expected to have a Material Adverse Effect.


 






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


 


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


 


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


 


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


 






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


 


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


 


Section 5.17. Operation of Business.


 


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


 






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


 


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


 






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


 


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


 


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


 


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


 






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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 






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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 






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




 


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


 


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


 


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


 






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ARTICLE VI


ADDITIONAL COVENANTS


 


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


 


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


 


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


 


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


 






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Section 6.4. Compliance with Laws.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 






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


 


Section 6.7. Reserved.


 


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


 


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


 


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


 


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


 






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


 


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


 


Section 6.14. Disclosure Schedule.


 


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


 






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


 


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


 






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ARTICLE VII


CONDITIONS TO CLOSING AND CONDITIONS TO THE
SALE AND


PURCHASE OF THE SHARES


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 






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


 


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


 


(viii) Certain Limitations. The
issuance and sale of the Shares issuable pursuant to the applicable Purchase Notice shall not (a) exceed the applicable Purchase
Maximum Amount, or (b) cause the Aggregate Limit to be exceeded,.


 


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


 


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


 






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ARTICLE VIII


TERMINATION


 


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


 


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


 






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


 


ARTICLE IX


INDEMNIFICATION


 


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


 






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


 


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


 


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


 


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


 


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


 






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ARTICLE X


MISCELLANEOUS


 


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


 


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


 


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


 






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(iii) [Reserved.]


 


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


  


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


 


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


 






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


 


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


 


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


 






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


 


If to the Company:


 


MMTEC, INC.


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


Beijing, China, 100027


Email: wen@hasic.com


Attention: Xiangdong Wen


 


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


 


ArentFox Schiff LLP 1717 K Street, NW,


Washington, DC 20006


Email: ralph.demartino@afslaw.com


Attention: Ralph V. De Martino, Esq.


Marc E. Rivera, Esq.


 


If to the Investor:


 


VG Master Fund SPC


94 Solaris Avenue, Camana Bay,


PO Box 1348, Grand Cayman KY1- 1108,


Cayman Islands


Email: VGMasterFund@gmail.com


Attention: Jessica Liu


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


[Signature Pages Follow]


 






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


 


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


 






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ANNEX I TO THE


COMMON STOCK PURCHASE AGREEMENT


DEFINITIONS


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Bloomberg” means Bloomberg,
L.P.


 


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


 


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


 


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


 


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


 


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


 






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“Closing Date” means the date
of this Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


“FINRA” means the Financial
Industry Regulatory Authority.


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


“Purchase Termination Time”
means, with respect to a Purchase, the official close of trading on the Trading Market (or Eligible Market, as applicable) on the fifth
(5th) consecutive Trading Day immediately following the Purchase Exercise Date for such Purchase.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


 


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