CleanCore Solutions, Inc.

EX-1.1 · SALES AGREEMENT, DATED JUNE 8, 2026, BETWEEN CLEANCORE SOLUTIONS, INC., CANTOR F

EX-1.1
 2
 ea029387401ex1-1.htm
 SALES AGREEMENT, DATED JUNE 8, 2026, BETWEEN CLEANCORE SOLUTIONS, INC., CANTOR FITZGERALD & CO. AND CURVATURE SECURITIES LLC

 Exhibit 1.1

 CleanCore
Solutions, Inc.

Shares of Common Stock

(par value $0.0001 per share)

 Controlled
Equity Offering SM

 Sales
Agreement

 June
8, 2026

 Cantor
Fitzgerald & Co.

110 East 59th Street

 New
York, NY 10022

 Curvature
Securities LLC

 39
Main Street, Suite 100

 Chatham,
NJ 07928

 Ladies
and Gentlemen:

 CleanCore
Solutions, Inc., a Nevada corporation (the “ Company ”), confirms its agreement (this “ Agreement ”)
with Cantor Fitzgerald & Co. (“ Cantor ”) and Curvature Securities LLC (each an “ Agent ”
and together, the “ Agents ”), as follows:

 1. Issuance
 and Sale of Shares . The Company agrees that, from time to time during the term of this
 Agreement, on the terms and subject to the conditions set forth herein, it may issue and
 sell to or through Cantor, as the sole designated sales agent, shares of common stock (the
 “ Placement Shares ”) of the Company, par value $0.0001 per share
 (the “ Common Stock ”); provided , however , that in
 no event shall the Company issue or sell through the Agents such number or dollar amount
 of Placement Shares that would (a) exceed the number or dollar amount of shares of Common
 Stock registered on the effective Registration Statement (defined below) pursuant to which
 the offering is being made, (b) exceed the number of authorized but unissued shares of Common
 Stock (less shares of Common Stock issuable upon exercise, conversion or exchange of any
 outstanding securities of the Company or otherwise reserved from the Company’s authorized
 capital stock), (c) exceed the number or dollar amount of shares of Common Stock permitted
 to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or
 (d) exceed the number or dollar amount of shares of Common Stock for which the Company has
 filed a Prospectus (defined below) (the lesser of (a), (b), (c) and (d), the “ Maximum
 Amount ”). Notwithstanding anything to the contrary contained herein, the parties
 hereto agree that compliance with the limitations set forth in this Section 1
 on the amount of Placement Shares issued and sold under this Agreement shall be the sole
 responsibility of the Company and that the Agents shall have no obligation in connection
 with such compliance. The offer and sale of Placement Shares through the Agents will be effected
 pursuant to the Registration Statement (as defined below) filed by the Company and declared
 effective by the Securities and Exchange Commission (the “ Commission ”)
 on August 29, 2025, although nothing in this Agreement shall be construed as requiring the
 Company to use the Registration Statement to issue Common Stock.

 The
Company has prepared and filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations
thereunder (the “ Securities Act ”), with the Commission a registration statement on Form S-3 (File No. 333-289867),
including a base prospectus, relating to certain securities, including the Placement Shares to be issued from time to time by the Company,
and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “ Exchange Act ”). The Company
has prepared a prospectus supplement to the base prospectus included as part of the registration statement, which prospectus supplement
relates to the Placement Shares to be issued from time to time by the Company. Except where the context otherwise requires, such registration
statement(s), including all documents filed as part thereof or incorporated by reference therein, and including any information contained
in the Prospectus subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part
of such registration statement pursuant to Rule 430B of the Securities Act, and any one or more additional effective registration
statements on Form S-3 from time to time that will contain a base prospectus and, if applicable, a related prospectus or prospectus supplement
with respect to the Placement Shares, is herein called the “ Registration Statement .” The base prospectus, including
all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented, if necessary, by
one or more prospectus supplements relating to the Placement Shares to be issued from time to time by the Company, in the form in which
such prospectus supplement(s) have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the
Securities Act, together with the then issued Issuer Free Writing Prospectus(es) (as defined below), is herein called the “ Prospectus .”

 Any
reference herein to the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer to and
include the documents, if any, incorporated by reference therein (the “ Incorporated Documents ”), including,
unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein
to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, any
prospectus supplement, the Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer to and include the filing of any
document under the Exchange Act on or after the most-recent effective date of the Registration Statement, or the date of the prospectus
supplement, Prospectus or such Issuer Free Writing Prospectus, as the case may be, and incorporated therein by reference. For purposes
of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed
to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval system, or
if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “ EDGAR ”).
The Company’s obligations under this Agreement to furnish, provide, deliver or make available (and all other references of like
import) copies of any filing, report or statement shall be deemed satisfied to the extent the same has been filed with the Commission
through EDGAR or any successor system.

 All
references in this Agreement to financial statements and schedules and other information that is “contained,” “included”
or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to
mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration
Statement or the Prospectus, as the case may be.

 All
references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall
be deemed to include the copy filed with the Commission pursuant to EDGAR; all references in this Agreement to any Issuer Free Writing
Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433, are not required to be filed with the Commission)
shall be deemed to include the copy thereof filed with the Commission pursuant to EDGAR; and all references in this Agreement to “supplements”
to the Prospectus shall include, without limitation, any supplements, “wrappers” or similar materials prepared in connection
with any offering, sale or private placement of any Placement Shares by the Agents outside of the United States.

 2. Placements .
 Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “ Placement ”),
 it will notify Cantor by email notice (or other method mutually agreed to by the parties)
 of the number of Placement Shares to be issued, the time period during which sales are requested
 to be made, any limitation on the number of Placement Shares that may be sold in any one
 day and any minimum price below which sales of Placement Shares may not be made (a “ Placement
 Notice ”), the form of which is attached hereto as Schedule 1 . The Placement
 Notice shall originate from any of the individuals authorized to act on behalf of the Company,
 which individuals have been identified by the Company on Schedule 3 , (with a copy
 to each of the other individuals identified by the Company on such schedule), and shall be
 addressed to each of the individuals from Cantor set forth on Schedule 3 , as such
 Schedule 3 may be updated by either party from time to time by sending a written notice
 containing a revised Schedule 3 to the other party in the manner provided in Section 13 .
 The Placement Notice shall be effective unless and until (i) in accordance with the
 notice requirements set forth in Section 4, Cantor declines to accept the terms
 contained therein for any reason, in its sole discretion, (ii) all of the Placement
 Shares authorized to be sold under such Placement Notice have been sold, (iii) in accordance
 with the notice requirements set forth in Section 4 , the Company suspends or
 terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice, (v) in
 accordance with the notice requirements set forth in Section 4 , the Company suspends
 sales under or terminates the Placement Notice for any reason in its sole discretion, or
 (vi) this Agreement has been terminated under the provisions of Section 12 .
 The amount of any discount, commission or other compensation to be paid by the Company to
 Cantor in connection with the sale of the Placement Shares shall be calculated in accordance
 with the terms set forth in Schedule 2 . It is expressly acknowledged and agreed that
 neither the Company nor Cantor will have any obligation whatsoever with respect to a Placement
 or any Placement Shares unless and until the Company delivers a Placement Notice to Cantor
 and Cantor does not decline such Placement Notice pursuant to the terms set forth above,
 and then only upon the terms specified therein and herein. In the event of a conflict between
 the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement
 Notice will control. Subject to the provisions of Section 5(a) , Cantor, for the
 period specified in the Placement Notice, will use its commercially reasonable efforts consistent
 with its normal trading and sales practices and applicable state and federal laws, rules
 and regulations and the rules of the NYSE American LLC (the “ Exchange ”),
 to sell the Placement Shares up to the amount specified in, and otherwise in accordance with
 the terms of, such Placement Notice. Cantor will provide written confirmation to the Company
 no later than the opening of the Trading Day (as defined below) immediately following the
 Trading Day on which it has made sales of Placement Shares hereunder setting forth the number
 of Placement Shares sold on such day, the compensation payable by the Company to Cantor pursuant
 to Section 2 with respect to such sales, and the Net Proceeds (as defined below)
 payable to the Company, with an itemization of the deductions made by Cantor (as set forth
 in Section 5(c) ) from the gross proceeds that it receives from such sales. Subject
 to the terms of the Placement Notice, Cantor may sell Placement Shares by any method permitted
 by law deemed to be an “at the market offering” as defined in Rule 415(a)(4)
 of the Securities Act. “ Trading Day ” means any day on which Common
 Stock is traded on the Exchange.

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 3. Sale
 of Placement Shares by Cantor . Cantor will provide written confirmation to the Company
 no later than the opening of the Trading Day (as defined below) immediately following the
 Trading Day on which it has made sales of Placement Shares hereunder setting forth the number
 of Placement Shares sold on such day, the compensation payable by the Company to Cantor pursuant
 to Section 2 with respect to such sales, and the Net Proceeds (as defined below)
 payable to the Company, with an itemization of the deductions made by Cantor (as set forth
 in Section 5(c) ) from the gross proceeds that it receives from such sales. Subject
 to the terms of the Placement Notice, Cantor may sell Placement Shares (i) in privately negotiated
 transactions with the consent of the Company; (ii) as block transactions; or (iii) by any
 other method permitted by law deemed to be an “at the market offering” as defined
 in Rule 415(a)(4) of the Securities Act, including sales made directly on the Exchange or
 sales made into any other existing trading market of the Common Stock. The Company acknowledges
 and agrees that (i) there can be no assurance that Cantor will be successful in selling Placement
 Shares, (ii) Cantor will incur no liability or obligation to the Company or any other person
 or entity if it does not sell Placement Shares for any reason other than a failure by Cantor
 to use its commercially reasonable efforts consistent with its normal trading and sales practices
 to sell such Placement Shares as required under this Agreement and (iii) Cantor shall be
 under no obligation to purchase Placement Shares on a principal basis pursuant to this Agreement.
 “ Trading Day ” means any day on which Common Stock is traded on
 the Exchange.

 4. Suspension
 of Sales . The Company or Cantor may, upon notice to the other party in writing (including
 by email correspondence to each of the individuals of the other party set forth on Schedule
 3 , if receipt of such correspondence is actually acknowledged by any of the individuals
 to whom the notice is sent, other than via auto-reply) or by telephone (confirmed immediately
 by verifiable facsimile transmission or email correspondence to each of the individuals of
 the other party set forth on Schedule 3 ), suspend any sale of Placement Shares (a
 “ Suspension ”); provided , however , that such Suspension
 shall not affect or impair any party’s obligations with respect to any Placement Shares
 sold hereunder prior to the receipt of such notice. While a Suspension is in effect any obligation
 under Sections 7(l) , 7(m) , and 7(n) with respect to the delivery of
 certificates, opinions, or comfort letters to the Agents, shall be waived. Each of the parties
 agrees that no such notice under this Section 4 shall be effective against any
 other party unless it is made to one of the individuals identified on Schedule 3 ,
 as such Schedule may be updated by either party from time to time by sending a written notice
 containing a revised Schedule 3 to the other party in the manner provided in Section 13 .
 Notwithstanding any other provision of this Agreement, during any period in which the Company
 is in possession of material non-public information, the Company and the Agents agree that
 (i) no sale of Placement Shares will take place, (ii) the Company shall not request the sale
 of any Placement Shares and shall cancel any effective Placement Notices instructing Cantor
 to make any sales, and (iii) the Agents shall not be obligated to sell or offer to sell any
 Placement Shares.

 5. Settlement;
 Delivery to Cantor .

 (a) Settlement
 of Placement Shares . Unless otherwise specified in the applicable Placement Notice,
 settlement for sales of Placement Shares will occur on the first (1st) Trading Day (or such
 earlier day as is industry practice or as is required for regular-way trading) following
 the date on which such sales are made (each, a “ Settlement Date ”).
 The amount of proceeds to be delivered to the Company on a Settlement Date against receipt
 of the Placement Shares sold (the “ Net Proceeds ”) will be equal
 to the aggregate sales price received by Cantor, after deduction for (i) Cantor’s commission,
 discount or other compensation for such sales payable by the Company pursuant to Section 2
 hereof, (ii) any other amounts due and payable by the Company to Cantor hereunder pursuant
 to Section 8 hereof and (iii) any transaction fees imposed by any Governmental
 Authority in respect of such sales.

 (b) Delivery
 of Placement Shares . On or before each Settlement Date, the Company will, or will cause
 its transfer agent to, electronically transfer the Placement Shares being sold by crediting
 Cantor’s or its designee’s account (provided Cantor shall have given the Company
 written notice of such designee on or prior to the Settlement Date) at The Depository Trust
 Company through its Deposit and Withdrawal at Custodian System or by such other means of
 delivery as may be mutually agreed upon by the parties hereto which in all cases shall be
 freely tradable, transferable, registered shares in good deliverable form. On each Settlement
 Date, Cantor will deliver the related Net Proceeds in same day funds to an account designated
 by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company,
 or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares
 on a Settlement Date, the Company agrees that, in addition to and in no way limiting the
 rights and obligations set forth in Section 10(a) hereto, will (i) hold Cantor
 harmless against any loss, claim, damage, or expense (including reasonable legal fees and
 expenses), as incurred, arising out of or in connection with such default by the Company
 or its transfer agent (as applicable), (ii) pay to Cantor any commission, discount, or other
 compensation to which it would otherwise have been entitled absent such default and (iii)
 take all necessary action to cause the full amount of any Net Proceeds that were delivered
 to the Company’s account with respect to such settlement, together with any costs incurred
 by Cantor and/or its clearing firm in connection with recovering such Net Proceeds, to be
 immediately returned to Cantor or its clearing firm no later than 5:00 P.M., New York City
 time, on such Settlement Date, by wire transfer of immediately available funds to an account
 designated by Cantor or its clearing firm.

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 (c) Denominations;
 Registration . Certificates for the Placement Shares, if any, shall be in such
 denominations and registered in such names as the Agents may request in writing at least
 one full Business Day (as defined below) before the applicable Settlement Date. The certificates
 for the Placement Shares, if any, will be made available by the Company for examination and
 packaging by the Agents in The City of New York not later than noon (New York time)
 on the Business Day prior to the applicable Settlement Date.

 (d) Limitations
 on Offering Size . Under no circumstances shall the Company cause or request the
 offer or sale of any Placement Shares if, after giving effect to the sale of such Placement
 Shares, the aggregate gross sales proceeds of Placement Shares sold pursuant to this Agreement
 would exceed the lesser of (A) the Maximum Amount and (B) the amount authorized
 from time to time to be issued and sold under this Agreement by the Company’s board
 of directors, a duly authorized committee thereof or a duly authorized executive committee
 (such entity, the “ Company Authorization Body ”). Under no circumstances
 shall the Company cause or request the offer or sale of any Placement Shares pursuant to
 this Agreement at a price lower than the minimum price authorized from time to time by the
 Company Authorization Body.

 6. Representations
 and Warranties of the Company . The Company represents and warrants to, and agrees with
 each Agent that as of the date of this Agreement and as of each Applicable Time (as defined
 below), unless such representation, warranty or agreement specifies a different time:

 (a) Registration
 Statement and Prospectus . The Company and the transactions contemplated by this Agreement
 meet the requirements for and comply with the applicable conditions set forth in Form S-3
 (including General Instructions I.A and I.B) under the Securities Act. The Registration Statement
 has been or will be filed with the Commission and has been or will be declared effective
 by the Commission under the Securities Act prior to the issuance of any Placement Notices
 by the Company. Prior to the delivery of the first Placement Notice and as of each Applicable
 Time (as defined below) thereafter, the Registration Statement is and will be effective.
 The Prospectus will name the Agents as the agents in the section entitled “Plan of
 Distribution.” The Company has not received, and has no notice of, any order of the
 Commission preventing or suspending the use of the Registration Statement, or threatening
 or instituting proceedings for that purpose. The Registration Statement and the offer and
 sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under
 the Securities Act and comply in all material respects with said Rule. Any statutes, regulations,
 contracts or other documents that are required to be described in the Registration Statement
 or the Prospectus or to be filed as exhibits to the Registration Statement have been so described
 in all material respects or filed. Copies of the Registration Statement, the Prospectus,
 and any such amendments or supplements and all documents incorporated by reference therein
 that were filed with the Commission on or prior to the date of this Agreement have been delivered,
 or are available through EDGAR or any successor system, to the Agents and their counsel.
 The Company has not distributed and, prior to the later to occur of each Settlement Date
 and completion of the distribution of the Placement Shares, will not distribute any offering
 material in connection with the offering or sale of the Placement Shares other than the Registration
 Statement and the Prospectus and any Issuer Free Writing Prospectus to which the Agents have
 consented.

 (b) No
 Misstatement or Omission . The Registration Statement, when it became or becomes effective,
 and the Prospectus, and any amendment or supplement thereto, on the date of such Prospectus
 or amendment or supplement, conformed and will conform in all material respects with the
 requirements of the Securities Act. At each Settlement Date, the Registration Statement and
 the Prospectus, as of such date, will conform in all material respects with the requirements
 of the Securities Act. The Registration Statement, when it became or becomes effective, did
 not, and will not, contain an untrue statement of a material fact or omit to state a material
 fact required to be stated therein or necessary to make the statements therein not misleading.
 The Prospectus and any amendment and supplement thereto, on the date thereof and at each
 Applicable Time (as defined below), did not or will not include an untrue statement of a
 material fact or omit to state a material fact necessary to make the statements therein,
 in light of the circumstances under which they were made, not misleading. The documents incorporated
 by reference in the Registration Statement or the Prospectus did not, and any further documents
 filed and incorporated by reference therein will not, when filed with the Commission, contain
 an untrue statement of a material fact or omit to state a material fact required to be stated
 in such document or necessary to make the statements in such document, in light of the circumstances
 under which they were made, not misleading. The foregoing shall not apply to statements in,
 or omissions from, any such document made in reliance upon, and in conformity with, information
 furnished to the Company by any Agent in writing specifically for use in the preparation
 thereof, it being understood and agreed that the only such information furnished by the Agents
 to the Company consists of the Agents’ Information (as defined below).

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 (c) Conformity
 with the Securities Act and Exchange Act . The Registration Statement, the Prospectus,
 any Issuer Free Writing Prospectus or any amendment or supplement thereto, and the documents
 incorporated by reference in the Registration Statement, the Prospectus or any amendment
 or supplement thereto, when such documents were or are filed with the Commission under the
 Securities Act or the Exchange Act or became or become effective under the Securities Act,
 as the case may be, conformed or will conform in all material respects with the requirements
 of the Securities Act and the Exchange Act, as applicable.

 (d) Exchange
 Matters . The Company is subject to and in compliance in all material respects with the
 reporting requirements of Section 13 or Section 15(d) of the Exchange Act. The
 Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is currently
 listed on the Exchange. The Company has taken no action designed to, or reasonably likely
 to have the effect of, terminating the registration of the Common Stock under the Exchange
 Act, delisting the Common Stock from the Exchange, nor has the Company received any notification
 that the Commission or the Exchange is contemplating terminating such registration or listing.
 To the Company’s knowledge, it is in compliance with all applicable listing requirements
 of the Exchange. The Company has filed a Notification of Listing of Additional Shares with
 the Exchange with respect to the Placement Shares.

 (e) Financial
 Information . The consolidated financial statements of the Company included or incorporated
 by reference in the Registration Statement and the Prospectus together with the related notes
 and schedules, present fairly, in all material respects, the consolidated financial position
 of the Company and the Subsidiaries (as defined below) as of the dates indicated and the
 consolidated results of operations, cash flows and changes in stockholders’ equity
 of the Company and the Subsidiaries (as defined below) for the periods specified and have
 been prepared in compliance with the requirements of the Securities Act and Exchange Act
 and in conformity with U.S. Generally Accepted Accounting Principles (“ GAAP ”)
 applied on a consistent basis during the periods involved. To the extent applicable, any
 pro forma financial statements, information or data included or included or incorporated
 by reference in the Registration Statement and the Prospectus comply with the requirements
 of Regulation S-X of the Securities Act, including, without limitation, Article 8 thereof,
 fairly present the information set forth herein, and the assumptions used in the preparation
 of such pro forma financial statements and data are reasonable, the pro forma adjustments
 used therein are appropriate to give effect to the circumstances referred to therein and
 the pro forma adjustments have been properly applied to the historical amounts in the compilation
 of those statements and data. The other financial and statistical data with respect to the
 Company and the Subsidiaries (as defined below) contained or incorporated by reference in
 the Registration Statement and the Prospectus are accurately and fairly presented and prepared
 on a basis consistent with the financial statements and books and records of the Company.
 There are no financial statements (historical or pro forma) that are required to be included
 or incorporated by reference in the Registration Statement, or the Prospectus that are not
 included or incorporated by reference therein as required. The Company and the Subsidiaries
 (as defined below) do not have any material liabilities or obligations, direct or contingent
 (including any off-balance sheet obligations), not described in the Registration Statement
 (excluding the exhibits thereto), and the Prospectus. All disclosures contained or incorporated
 by reference in the Registration Statement and the Prospectus regarding “non-GAAP financial
 measures” (as such term is defined by the rules and regulations of the Commission)
 comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities
 Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language
 included or incorporated by reference in the Registration Statement and the Prospectus fairly
 presents the information called for in all material respects and has been prepared in accordance
 with the Commission’s rules and guidelines applicable thereto.

 (f) Conformity
 with EDGAR Filing . The Prospectus delivered to the Agents for use in connection with
 the sale of the Placement Shares pursuant to this Agreement will be identical to the versions
 of the Prospectus created to be transmitted to the Commission for filing via EDGAR, except
 to the extent permitted by Regulation S-T.

 (g) Organization .
 The Company is duly organized, validly existing as a corporation and in good standing under
 the laws of its jurisdiction of incorporation. The Company is duly licensed or qualified
 as a foreign corporation for transaction of business and in good standing under the laws
 of each jurisdiction in which its respective ownership or lease of property or the conduct
 of its respective business requires such license or qualification, and has all corporate
 power and authority necessary to own or hold its respective properties and to conduct its
 respective businesses as described in the Registration Statement and the Prospectus, except
 where the failure to be so qualified or in good standing or have such power or authority
 would not, individually or in the aggregate, have a material adverse effect or would reasonably
 be expected to have a material adverse effect on or affecting the assets, business, operations,
 earnings, properties, condition (financial or otherwise), earnings, results of operations,
 business, prospects, properties, assets, liabilities or stockholders’ equity of the
 Company and the Subsidiaries (as defined below) taken as a whole, whether or not arising
 from transactions in the ordinary course of business, or prevent or materially interfere
 with consummation of the transactions contemplated hereby (a “ Material Adverse
 Effect ”).

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 (h) Subsidiaries .
 Each of the Company’s “subsidiaries” (for purposes of this Agreement, as
 defined in Rule 405 under the Securities Act) (each, a “ Subsidiary ”
 and collectively, the “ Subsidiaries ”) is duly organized, validly
 existing as a corporation and in good standing under the laws of its jurisdiction of incorporation,
 is duly licensed or qualified as a foreign corporation for transaction of business and in
 good standing under the laws of each jurisdiction in which its respective ownership or lease
 of property or the conduct of its respective business requires such license or qualification,
 and has all corporate power and authority necessary to own or hold its respective properties
 and to conduct its respective businesses as described in the Registration Statement and the
 Prospectus, except where the failure to be so qualified or in good standing or have such
 power or authority would not, individually or in the aggregate, have a Material Adverse Effect.
 Except as set forth in the Registration Statement and in the Prospectus, the Company owns,
 directly or indirectly, all of the equity interests of the Subsidiaries free and clear of
 any lien, charge, security interest, encumbrance, right of first refusal or other restriction,
 and all the equity interests of the Subsidiaries are validly issued and are fully paid, nonassessable
 and free of preemptive and similar rights. No Subsidiary 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 for the entities
 identified in Exhibit 21 to the Company’s most recent Annual Report on Form 10-K, the
 Company does not own or control, directly or indirectly, any corporation, association or
 other entity, which constitutes a “significant subsidiary” within the meaning
 of Rule 1-02 of Regulation S-X under the Exchange Act.

 (i) No
 Violation or Default . Neither the Company nor any of its Subsidiaries is (i) in
 violation of its charter or by-laws or similar organizational documents; (ii) in default,
 and no event has occurred that, with notice or lapse of time or both, would constitute such
 a default, in the due performance or observance of any term, covenant or condition contained
 in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument
 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 the property or assets of the Company or
 any of its Subsidiaries are subject; or (iii) in violation of any law or statute or
 any judgment, order, rule or regulation of any Governmental Authority, except, in the case
 of each of clauses (ii) and (iii) above, for any such violation or default that would not,
 individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
 To the Company’s knowledge, no other party under any material contract or other agreement
 to which it or any of its Subsidiaries is a party is in default in any respect thereunder
 where such default would reasonably be expected to have a Material Adverse Effect.

 (j) No
 Material Adverse Change . Subsequent to the respective dates as of which information is
 given in the Registration Statement, the Prospectus and the Free Writing Prospectuses, if
 any (including any document deemed incorporated by reference therein), there has not been
 (i) any Material Adverse Effect or the occurrence of any development that could reasonably
 be expected to result in a Material Adverse Effect, (ii) any transaction which is material
 to the Company and the Subsidiaries taken as a whole, (iii) any obligation or liability,
 direct or contingent (including any off-balance sheet obligations), incurred by the Company
 or any Subsidiary, which is material to the Company and the Subsidiaries taken as a whole,
 (iv) any material change in the capital stock or outstanding long-term indebtedness of the
 Company or any of its Subsidiaries or (v) any dividend or distribution of any kind declared,
 paid or made on the capital stock of the Company or any Subsidiary, other than in each case
 above in the ordinary course of business or as otherwise disclosed in the Registration Statement
 or Prospectus (including any document deemed incorporated by reference therein).

 (k) Capitalization .
 The issued and outstanding shares of capital stock of the Company have been validly issued,
 are fully paid and nonassessable and have been issued in compliance with all federal, state
 and local securities laws and are free and clear of any security interest, mortgage, pledge,
 lien, encumbrance or adverse claim. None of the outstanding shares of capital stock of the
 Company were issued in violation of any preemptive rights, rights of first refusal or other
 similar rights to subscribe for or purchase securities of the Company. The Company has an
 authorized, issued and outstanding capitalization as set forth in the Registration Statement
 and the Prospectus as of the dates referred to therein (other than the grant of additional
 options under the Company’s existing stock option plans, or changes in the number of
 outstanding shares of Common Stock of the Company due to the issuance of shares upon the
 exercise or conversion of securities exercisable for, or convertible into, Common Stock outstanding
 on the date hereof) and such authorized capital stock conforms to the description thereof
 set forth in the Registration Statement and the Prospectus. The description of the securities
 of the Company in the Registration Statement and the Prospectus is complete and accurate
 in all material respects. Except as disclosed in or contemplated by the Registration Statement
 or the Prospectus, as of the date referred to therein, the Company does not have outstanding
 any options to purchase, or any rights or warrants to subscribe for, or any securities or
 obligations convertible into, or exchangeable for, or any contracts or commitments to issue
 or sell, any shares of capital stock or other securities.

 6

 (l) Authorization;
 Enforceability . The Company has full legal right, power and authority to enter into this
 Agreement and perform the transactions contemplated hereby. This Agreement has been duly
 authorized, executed and delivered by the Company and is a legal, valid and binding agreement
 of the Company enforceable in accordance with its terms, except to the extent that enforceability
 may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
 creditors’ rights generally and by general equitable principles.

 (m) Authorization
 of Placement Shares . The Placement Shares, when issued and delivered pursuant to the
 terms approved by the board of directors of the Company or a duly authorized committee thereof,
 or a duly authorized executive committee, against payment therefor as provided herein, will
 be duly and validly authorized and issued and fully paid and nonassessable, free and clear
 of any pledge, lien, encumbrance, security interest or other claim, including any statutory
 or contractual preemptive rights, resale rights, rights of first refusal or other similar
 rights, and will be registered pursuant to Section 12 of the Exchange Act. The Placement
 Shares, when issued, will conform to the description thereof set forth in or incorporated
 into the Prospectus.

 (n) No
 Consents Required . No consent, approval, authorization, order, registration or qualification
 of or with any Governmental Authority is required for the execution, delivery and performance
 by the Company of this Agreement, the issuance and sale by the Company of the Placement Shares,
 except for such consents, approvals, authorizations, orders and registrations or qualifications
 as have already been obtained or as may be required under applicable state securities laws
 or by the by-laws and rules of the Financial Industry Regulatory Authority (“ FINRA ”)
 or the Exchange in connection with the sale of the Placement Shares by the Agents.

 (o) No
 Preferential Rights . Except as set forth in the Registration Statement and the Prospectus,
 (i) no person, as such term is defined in Rule 1-02 of Regulation S-X promulgated under
 the Securities Act (each, a “ Person ”), has the right, contractual
 or otherwise, to cause the Company to issue or sell to such Person any Common Stock or shares
 of any other capital stock or other securities of the Company, (ii) no Person has any
 preemptive rights, resale rights, rights of first refusal, rights of co-sale, or any other
 rights (whether pursuant to a “poison pill” provision or otherwise) to purchase
 any Common Stock or shares of any other capital stock or other securities of the Company,
 (iii) no Person has the right to act as an underwriter or as a financial advisor to
 the Company in connection with the offer and sale of the Placement Shares hereunder, and
 (iv) no Person has the right, contractual or otherwise, to require the Company to register
 under the Securities Act any Common Stock or shares of any other capital stock or other securities
 of the Company, or to include any such shares or other securities in the Registration Statement
 or the offering contemplated thereby, whether as a result of the filing or effectiveness
 of the Registration Statement or the sale of the Placement Shares as contemplated thereby
 or otherwise.

 (p) Independent
 Public Accounting Firm . TAAD, LLP (the “ Accountant ”), whose
 report on the consolidated financial statements of the Company is filed with the Commission
 as part of the Company’s most recent Annual Report on Form 10-K filed with the Commission
 and incorporated by reference into the Registration Statement and the Prospectus, are and,
 during the periods covered by their report, were an independent registered public accounting
 firm within the meaning of the Securities Act and the Public Company Accounting Oversight
 Board (United States). To the Company’s knowledge, the Accountant is not in violation
 of the auditor independence requirements of the Sarbanes-Oxley Act of 2002 (the “ Sarbanes-Oxley
 Act ”) with respect to the Company. The Accountant has not been engaged by the
 Company to perform any “prohibited activities” or provided to the Company any
 “non-audit services” (as defined in Section 10A of the Exchange Act).

 (q) Enforceability
 of Agreements . All agreements between the Company and third parties expressly referenced
 in the Registration Statement and Prospectus are legal, valid and binding obligations of
 the Company enforceable in accordance with their respective terms, except to the extent that
 (i) enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium
 or similar laws affecting creditors’ rights generally and by general equitable principles
 and (ii) the indemnification provisions of certain agreements may be limited by federal
 or state securities laws or public policy considerations in respect thereof.

 (r) No
 Litigation . Except as set forth in the Registration Statement or the Prospectus, there
 are no actions, suits or proceedings by or before any Governmental Authority pending, nor,
 to the Company’s knowledge, any audits or investigations by or before any Governmental
 Authority to which the Company or a Subsidiary is a party or to which any property of the
 Company or any of its Subsidiaries is the subject that, individually or in the aggregate,
 would have a Material Adverse Effect and, to the Company’s knowledge, no such actions,
 suits, proceedings, audits or investigations are threatened or contemplated by any Governmental
 Authority or threatened by others; and (i) there are no current or pending audits or
 investigations, actions, suits or proceedings by or before any Governmental Authority that
 are required under the Securities Act to be described in the Registration Statement and Prospectus
 that are not so described; and (ii) there are no contracts or other documents that are
 required under the Securities Act to be filed as exhibits to the Registration Statement that
 are not described in all material respects or filed as required.

 7

 (s) Consents
 and Permits . The Company and each Subsidiary possess such valid and current certificates,
 authorizations or permits issued by the appropriate state, federal or foreign regulatory
 agencies or bodies necessary to conduct their respective businesses, except as otherwise
 would not reasonably be expected to have a Material Adverse Effect, and neither the Company
 nor any Subsidiary has received, or has any reason to believe that it will receive, any notice
 of proceedings relating to the revocation or modification of, or non-compliance with, any
 such certificate, authorization or permit which, singly or in the aggregate, if the subject
 of an unfavorable decision, ruling or finding, could result in a Material Adverse Effect.
 To the Company’s knowledge, neither the Company, any of its Subsidiaries nor any of
 its directors, officers, employees or agents has made, or caused the making of, any false
 statements on, or material omissions from, any other records or documentation prepared or
 maintained to comply with the requirements of any Governmental Authority.

 (t) Intellectual
 Property . Except as disclosed in the Registration Statement and the Prospectus, the Company
 and its Subsidiaries own, possess, license or have other rights to use all foreign and domestic
 patents, patent applications, trade and service marks, trade and service mark registrations,
 trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain
 names, know-how (including unpatented and/or unpatentable proprietary or confidential information,
 systems or procedures) and other intellectual property (collectively, the “ Intellectual
 Property ”), necessary for the conduct of their respective businesses as now
 conducted except to the extent that the failure to own, possess, license or otherwise hold
 adequate rights to use such Intellectual Property would not, individually or in the aggregate,
 reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration
 Statement and the Prospectus (i) there are no rights of third parties to any such Intellectual
 Property owned by the Company and its Subsidiaries; (ii) to the Company’s knowledge,
 there is no infringement by third parties of any such Intellectual Property; (iii) there
 is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or
 claim by others challenging the Company’s and its Subsidiaries’ rights in or
 to any such Intellectual Property, and the Company is unaware of any facts which could form
 a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending
 or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others
 challenging the validity or scope of any such Intellectual Property; (v) there is no pending
 or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others
 that the Company and its Subsidiaries infringe or otherwise violate any patent, trademark,
 copyright, trade secret or other proprietary rights of others; (vi) to the Company’s
 knowledge, there is no third-party U.S. patent or published U.S. patent application which
 contains claims for which an Interference Proceeding (as defined in 35 U.S.C. § 135)
 has been commenced against any patent or patent application described in the Registration
 Statement and the Prospectus as being owned by or licensed to the Company; (vii) all employees
 or contractors engaged in the development of Intellectual Property on behalf of the Company
 or its Subsidiaries have executed or have an obligation to execute an invention assignment
 agreement whereby such employees or contractors presently assign all of their right, title
 and interest in and to such Intellectual Property to the Company or the applicable subsidiary,
 and to the Company’s knowledge no such agreement has been breached or violated; (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; and (ix) the Company
 and its Subsidiaries have complied with the terms of each agreement pursuant to which Intellectual
 Property has been licensed to the Company or such Subsidiary, and all such agreements are
 in full force and effect, except, in the case of any of clauses (i)-(ix) above, for any such
 infringement by third parties or any such pending or threatened suit, action, proceeding
 or claim as would not, individually or in the aggregate, reasonably be expected to result
 in a Material Adverse Effect.

 (u) Market
 Capitalization . At the time the Registration Statement was originally declared effective,
 and at the time the Company’s most recent Annual Report on Form 10-K was filed with
 the Commission, the Company met the then applicable requirements for the use of Form S-3
 under the Securities Act, including, but not limited to, General Instruction I.B.6 of Form
 S-3. The Company is not a shell company (as defined in Rule 405 under the Securities Act)
 and has not been a shell company for at least 12 calendar months previously and if it has
 been a shell company at any time previously, has filed current Form 10 information (as defined
 in Instruction I.B.6 of Form S-3) with the Commission at least 12 calendar months previously
 reflecting its status as an entity that is not a shell company.

 (v) FINRA
 Matters . Neither the Company nor any of the Subsidiaries is required to register as a
 “broker” or “dealer” in accordance with the provisions of the Exchange
 Act and do not, directly or indirectly through one or more intermediaries, control or have
 any other association with (within the meaning of Article I of the By-laws of FINRA) any
 member firm of FINRA. No relationship, direct or indirect, exists between or among the Company,
 on the one hand, and the directors, officers or shareholders of the Company, on the other
 hand, which is required by the rules of FINRA to be described in the Registration Statement
 and the Prospectus, which is not so described. The information provided to the Agents by
 the Company, its counsel, and its officers and directors for purposes of the Agents’
 compliance with applicable FINRA rules in connection with the offering of the Placement Shares
 is true, complete, and correct in all material respects and compliant with FINRA’s
 rules.

 8

 (w) No
 Material Defaults . Neither the Company nor any of the Subsidiaries has defaulted on any
 installment on indebtedness for borrowed money or on any rental on one or more long-term
 leases, which defaults, individually or in the aggregate, would have a Material Adverse Effect.
 The Company has not filed a report pursuant to Section 13(a) or 15(d) of the Exchange
 Act since the filing of its last Annual Report on Form 10-K, indicating that it (i) has
 failed to pay any dividend or sinking fund installment on preferred stock or (ii) has
 defaulted on any installment on indebtedness for borrowed money or on any rental on one or
 more long-term leases, which defaults, individually or in the aggregate, would have a Material
 Adverse Effect.

 (x) Certain
 Market Activities . Neither the Company, nor any of the Subsidiaries, nor any of their
 respective directors, officers or controlling persons has taken, directly or indirectly,
 (i) any action designed, or that has constituted or would reasonably be expected to cause
 or result in, under the Exchange Act or otherwise, the stabilization or manipulation of the
 price of any security of the Company to facilitate the sale or resale of the Placement Shares
 or (ii) any action designed to or that might constitute or reasonably be expected to cause
 or result in a violation of Regulation M under the Exchange Act. The Company’s purchases,
 sales and other transactions in digital assets, including Dogecoin, pursuant to its digital
 asset treasury strategy are conducted in a manner that is not designed to, and would not
 reasonably be expected to, constitute the stabilization or manipulation of the price of the
 Common Stock or otherwise violate Regulation M under the Exchange Act.

 (y) No
 Reliance . The Company has not relied upon the Agents or legal counsel for the Agents
 for any legal, tax or accounting advice in connection with the offering and sale of Placement
 Shares.

 (z) Taxes .
 The Company and each of its Subsidiaries have filed all federal, state, local and foreign
 tax returns which have been required to be filed and paid all taxes shown thereon through
 the date hereof, to the extent that such taxes have become due and are not being contested
 in good faith, except where the failure to so file or pay would not have a Material Adverse
 Effect. Except as otherwise disclosed in or contemplated by the Registration Statement or
 the Prospectus, no tax deficiency has been determined adversely to the Company or any of
 its Subsidiaries which has had, or would have, individually or in the aggregate, a Material
 Adverse Effect. The Company has no knowledge of any federal, state or other governmental
 tax deficiency, penalty or assessment which has been or might be asserted or threatened against
 it which would have a Material Adverse Effect. The charges, accruals and reserves on the
 books of the Company and its Subsidiaries in respect of any income or other tax liability
 for any years not finally determined are adequate to meet any assessments or re-assessments
 for additional tax for any years not finally determined, except to the extent of any inadequacy
 that would not reasonably be expected to result in a Material Adverse Effect.

 (aa) Title
 to Real and Personal Property . Except as set forth in the Registration Statement or the
 Prospectus, the Company and its Subsidiaries have good and marketable title in fee simple
 to all items of real property owned by them, good and valid title to all personal property
 described in the Registration Statement or Prospectus as being owned by them, in each case
 free and clear of all liens, encumbrances and claims, except those matters that (i) do not
 materially interfere with the use made and proposed to be made of such property by the Company
 and any of its Subsidiaries or (ii) would not, individually or in the aggregate, have a Material
 Adverse Effect. Any real or personal property described in the Registration Statement or
 Prospectus as being leased by the Company and any of its Subsidiaries is held by them under
 valid, existing and enforceable leases, except those that (A) do not materially interfere
 with the use made or proposed to be made of such property by the Company or any of its Subsidiaries
 or (B) would not be reasonably expected, individually or in the aggregate, to have a Material
 Adverse Effect. Each of the properties of the Company and its Subsidiaries complies with
 all applicable codes, laws and regulations (including, without limitation, building and zoning
 codes, laws and regulations and laws relating to access to such properties), except if and
 to the extent disclosed in the Registration Statement or Prospectus or except for such failures
 to comply that would not, individually or in the aggregate, reasonably be expected to interfere
 in any material respect with the use made and proposed to be made of such property by the
 Company and its Subsidiaries or otherwise have a Material Adverse Effect. None of the Company
 or its Subsidiaries has received from any Governmental Authorities any notice of any condemnation
 of, or zoning change affecting, the properties of the Company and its Subsidiaries, and to
 the Company’s knowledge, there is no such condemnation or zoning change which is threatened,
 except for such that would not reasonably be expected to interfere in any material respect
 with the use made and proposed to be made of such property by the Company and its Subsidiaries
 or otherwise have a Material Adverse Effect, individually or in the aggregate.

 9

 (bb) Environmental
 Laws . Except as set forth in the Registration Statement or the Prospectus, the Company
 and its Subsidiaries (i) are in compliance with any and all applicable federal, state,
 local and foreign laws, rules, regulations, decisions and orders relating to the protection
 of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants
 or contaminants (collectively, “ Environmental Laws ”); (ii) have
 received and are in compliance with all permits, licenses or other approvals required of
 them under applicable Environmental Laws to conduct their respective businesses as described
 in the Registration Statement and the Prospectus; and (iii) have not received notice
 of any actual or potential liability for the investigation or remediation of any disposal
 or release of hazardous or toxic substances or wastes, pollutants or contaminants, except,
 in the case of any of clauses (i), (ii) or (iii) above, for any such failure to comply or
 failure to receive required permits, licenses, other approvals or liability as would not,
 individually or in the aggregate, have a Material Adverse Effect.

 (cc) Disclosure
 Controls . The Company and each of its Subsidiaries maintain systems of internal accounting
 controls sufficient to provide reasonable assurance that (i) transactions are executed
 in accordance with management’s general or specific authorizations; (ii) transactions
 are recorded as necessary to permit preparation of financial statements in conformity with
 GAAP and to maintain asset accountability; (iii) access to assets is permitted only
 in accordance with management’s general or specific authorization; and (iv) the
 recorded accountability for assets is compared with the existing assets at reasonable intervals
 and appropriate action is taken with respect to any differences. The Company’s internal
 control over financial reporting is effective and the Company is not aware of any material
 weaknesses in its internal control over financial reporting (other than as set forth in the
 Prospectus). Since the date of the latest audited financial statements of the Company included
 in the Prospectus, there has been no change in the Company’s internal control over
 financial reporting that has materially affected, or is reasonably likely to materially affect,
 the Company’s internal control over financial reporting (other than as set forth in
 the Prospectus). The Company has established disclosure controls and procedures (as defined
 in Exchange Act Rules 13a-15 and 15d-15) for the Company and designed such disclosure controls
 and procedures to ensure that material information relating to the Company and each of its
 Subsidiaries is made known to the certifying officers by others within those entities, particularly
 during the period in which the Company’s Annual Report on Form 10-K or Quarterly Report
 on Form 10-Q, as the case may be, is being prepared. The Company’s certifying officers
 have evaluated the effectiveness of the Company’s disclosure controls and procedures
 as of a date within 90 days prior to the filing date of the Annual Report on Form 10-K for
 the fiscal year most recently ended (such date, the “ Evaluation Date ”).
 The Company presented in its Annual Report on Form 10-K for the fiscal year most recently
 ended the conclusions of the certifying officers about the effectiveness of the disclosure
 controls and procedures based on their evaluations as of the Evaluation Date and the disclosure
 controls and procedures are effective. Since the Evaluation Date, there have been no significant
 changes in the Company’s internal controls (as such term is defined in Item 307(b)
 of Regulation S-K under the Securities Act) or, to the Company’s knowledge, in other
 factors that could significantly affect the Company’s internal controls.

 (dd) Sarbanes-Oxley .
 There is and has been no failure on the part of the Company or any of the Company’s
 directors or officers, in their capacities as such, to comply in all material respects with
 any applicable provisions of the Sarbanes-Oxley Act of 2002 (the “ Sarbanes-Oxley
 Act ”) and the rules and regulations promulgated thereunder. Each of the principal
 executive officer and the principal financial officer of the Company (or each former principal
 executive officer of the Company and each former principal financial officer of the Company
 as applicable) has made all certifications required by Sections 302 and 906 of the Sarbanes-Oxley
 Act with respect to all reports, schedules, forms, statements and other documents required
 to be filed by it or furnished by it to the Commission. For purposes of the preceding sentence,
 “principal executive officer” and “principal financial officer” shall
 have the meanings given to such terms in the Sarbanes-Oxley Act.

 (ee) Finder’s
 Fees . Neither the Company nor any of the Subsidiaries has incurred any liability for
 any finder’s fees, brokerage commissions or similar payments in connection with the
 transactions herein contemplated, except as may otherwise exist with respect to the Agents
 pursuant to this Agreement.

 (ff) Labor
 Disputes . No labor disturbance by or dispute with employees of the Company or any of
 its Subsidiaries exists or, to the knowledge of the Company, is threatened or imminent, which
 would, singly or in the aggregate, reasonably be expected to result in a Material Adverse
 Effect on the Company and its Subsidiaries, taken as a whole.

 10

 (gg) Investment
 Company Act . To the Company’s knowledge, neither the Company nor any of the Subsidiaries
 is or, after giving effect to the offering and sale of the Placement Shares, will be an “investment
 company” or an entity “controlled” by an “investment company,”
 as such terms are defined in the Investment Company Act of 1940, as amended (the “ Investment
 Company Act ”). Without limiting the foregoing, the Company has determined that
 it is not and, after giving effect to the offering and sale of the Placement Shares, will
 not be an “investment company” as defined in the Investment Company Act, without
 taking account of any exemption arising out of the number of holders of its securities. To
 the Company’s knowledge, the Company’s digital assets, including its Dogecoin
 holdings, do not constitute “securities” within the meaning of the Investment
 Company Act, and the Company’s digital asset treasury strategy does not cause the Company
 to be an “investment company” within the meaning of the Investment Company Act.

 (hh) Operations .
 The operations of the Company and its Subsidiaries are and have been conducted at all times
 in compliance with applicable financial record keeping and reporting requirements of the
 Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering
 statutes of all jurisdictions to which the Company or its Subsidiaries are subject, the rules
 and regulations thereunder and any related or similar rules, regulations or guidelines, issued,
 administered or enforced by any Governmental Authority (collectively, the “ Money
 Laundering Laws ”); and no action, suit or proceeding by or before any Governmental
 Authority involving the Company or any of its Subsidiaries with respect to the Money Laundering
 Laws is pending or, to the knowledge of the Company, threatened.

 (ii) Off-Balance
 Sheet Arrangements . There are no transactions, arrangements and other relationships between
 and/or among the Company, and/or any of its affiliates and any unconsolidated entity, including,
 but not limited to, any structured finance, special purpose or limited purpose entity (each,
 an “ Off-Balance Sheet Transaction ”) that could reasonably be expected
 to affect materially the Company’s liquidity or the availability of or requirements
 for its capital resources, including those Off-Balance Sheet Transactions described in the
 Commission’s Statement about Management’s Discussion and Analysis of Financial
 Conditions and Results of Operations (Release Nos. 33-8056; 34-45321; FR-61), required to
 be described in the Registration Statement and the Prospectus which have not been described
 as required.

 (jj) Other
 Underwriter Agreements . The Company is not a party to any agreement with an agent or
 underwriter for any other “at the market”, equity line of credit or other continuous
 equity transaction.

 (kk) ERISA .
 To the knowledge of the Company, each material employee benefit plan, within the meaning
 of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”),
 that is maintained, administered or contributed to by the Company or any of its affiliates
 for employees or former employees of the Company and any of its Subsidiaries has been maintained
 in material compliance with its terms and the requirements of any applicable statutes, orders,
 rules and regulations, including but not limited to ERISA and the Internal Revenue Code of
 1986, as amended (the “ Code ”); no prohibited transaction, within
 the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred which would
 result in a material liability to the Company with respect to any such plan excluding transactions
 effected pursuant to a statutory or administrative exemption; and for each such plan that
 is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA,
 no “accumulated funding deficiency” as defined in Section 412 of the Code
 has been incurred, whether or not waived, and the fair market value of the assets of each
 such plan (excluding for these purposes accrued but unpaid contributions) exceeds the present
 value of all benefits accrued under such plan determined using reasonable actuarial assumptions.

 (ll) Forward-Looking
 Statements . Each financial or operational projection or other forward-looking statement
 (within the meaning of Section 27A of the Securities Act and Section 21E of the
 Exchange Act) (a “ Forward-Looking Statement ”) contained in the
 Registration Statement and the Prospectus (i) was so included by the Company in good faith
 and with a reasonable basis after due consideration by the Company of the underlying assumptions,
 estimates and other applicable facts and circumstances and (ii) as required, is accompanied
 by meaningful cautionary statements identifying those factors that could cause actual results
 to differ materially from those in such Forward-Looking Statement. No Forward-Looking Statement
 was made with the knowledge of a director or executive officer of the Company that was false
 or misleading.

 (mm) Agent
 Purchases , Research Analyst Independence . The Company understands that each Agent
 is a full service securities firm and as such from time to time, subject to applicable securities
 laws, may effect transactions for such Agent’s own account or the account of such Agent’s
 customers and hold long or short positions in debt or equity securities of the companies
 that may be the subject of the transactions contemplated by this Agreement. The Company further
 acknowledges that each Agent’s research analysts and research departments are required
 to and should be independent from their respective investment banking divisions and are subject
 to certain regulations and internal policies, and as such each Agent’s research analysts
 may hold views and make statements or investment recommendations and/or publish research
 reports with respect to the Company or the offering contemplated by this Agreement that differ
 from the views of their respective investment banking divisions.

 11

 (nn) Margin
 Rules . Neither the issuance, sale and delivery of the Placement Shares nor the application
 of the proceeds thereof by the Company as described in the Registration Statement and the
 Prospectus will violate Regulation T, U or X of the Board of Governors of the Federal Reserve
 System or any other regulation of such Board of Governors.

 (oo) Insurance .
 The Company and each of its Subsidiaries carry, or are covered by, insurance in such amounts
 and covering such risks as the Company and each of its Subsidiaries reasonably believe are
 adequate for the conduct of their properties and as is customary for companies engaged in
 similar businesses in similar industries. Neither the Company nor its Subsidiaries has been
 refused any insurance coverage sought or applied for. Neither the Company nor its Subsidiaries
 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 reasonably be expected
 to, singly or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries,
 taken as a whole.

 (pp) No
 Improper Practices . (i) Neither the Company nor the Subsidiaries, nor any director,
 officer, or employee of the Company or any Subsidiary nor, to the Company’s knowledge,
 any agent, affiliate or other person acting on behalf of the Company or any Subsidiary has,
 in the past five years, made any unlawful contributions to any candidate for any political
 office (or failed fully to disclose any contribution in violation of applicable law) or made
 any contribution or other payment to any official of, or candidate for, any federal, state,
 municipal, or foreign office or other person charged with similar public or quasi-public
 duty in violation of any applicable law or of the character required to be disclosed in the
 Registration Statement and the Prospectus; (ii) no relationship, direct or indirect,
 exists between or among the Company or any Subsidiary or any affiliate of any of them, on
 the one hand, and the directors, officers and stockholders of the Company or any Subsidiary,
 on the other hand, that is required by the Securities Act to be described in the Registration
 Statement and the Prospectus that is not so described; (iii) except as described in
 the Registration Statement and the Prospectus, there are no material outstanding loans or
 advances or material guarantees of indebtedness by the Company or any Subsidiary to or for
 the benefit of any of their respective officers or directors or any of the members of the
 families of any of them; and (iv) the Company has not offered, or caused any placement agent
 to offer, Common Stock to any person with the intent to influence unlawfully (A) a customer
 or supplier of the Company or any Subsidiary to alter the customer’s or supplier’s
 level or type of business with the Company or any Subsidiary or (B) a trade journalist
 or publication to write or publish favorable information about the Company or any Subsidiary
 or any of their respective products or services, and, (v) neither the Company nor any Subsidiary
 nor any director, officer or employee of the Company or any Subsidiary nor, to the Company’s
 knowledge, any agent, affiliate or other person acting on behalf of the Company or any Subsidiary
 has (A) violated or is in violation of any applicable provision of the U.S. Foreign Corrupt
 Practices Act of 1977, as amended, the UK Bribery Act 2010, as amended, or any other applicable
 anti-bribery or anti-corruption law (collectively, “ Anti-Corruption Laws ”),
 (B) promised, offered, provided, attempted to provide or authorized the provision of anything
 of value, directly or indirectly, to any person for the purpose of obtaining or retaining
 business, influencing any act or decision of the recipient, or securing any improper advantage;
 or (C) made any payment of funds of the Company or any Subsidiary or received or retained
 any funds in violation of any Anti-Corruption Laws. The Company and its Subsidiaries and,
 to the knowledge of the Company, the Company’s affiliates have conducted their respective
 businesses in compliance with the Anti-Corruption Laws and have instituted and maintain policies
 and procedures designed to ensure, and which are reasonably expected to continue to ensure,
 continued compliance therewith.

 (qq) Status
 Under the Securities Act . The Company was not and is not an ineligible issuer as defined
 in Rule 405 under the Securities Act at the times specified in Rules 164 and 433 under the
 Securities Act in connection with the offering of the Placement Shares.

 (rr) No
 Misstatement or Omission in an Issuer Free Writing Prospectus . Each Issuer Free Writing
 Prospectus, as of its issue date and as of each Applicable Time (as defined below), did not,
 does not and will not include any information that conflicted, conflicts or will conflict
 with the information contained in the Registration Statement or the Prospectus, including
 any incorporated document deemed to be a part thereof that has not been superseded or modified.
 The foregoing sentence does not apply to statements in or omissions from any Issuer Free
 Writing Prospectus based upon and in conformity with written information furnished to the
 Company by any Agent specifically for use therein.

 12

 (ss) No
 Conflicts . Neither the execution of this Agreement, nor the issuance, offering or sale
 of the Placement Shares, nor the consummation of any of the transactions contemplated herein
 and therein, nor the compliance by the Company with the terms and provisions hereof and thereof
 will conflict with, or will result in a breach of, any of the terms and provisions of, or
 has constituted or will constitute a default under, or has resulted in or will result in
 the creation or imposition of any lien, charge or encumbrance upon any property or assets
 of the Company pursuant to the terms of any contract or other agreement to which the Company
 may be bound or to which any of the property or assets of the Company is subject, except
 (i) such conflicts, breaches or defaults as may have been waived and (ii) such conflicts,
 breaches and defaults that would not have a Material Adverse Effect.

 (tt) Sanctions .
 (i) The Company represents that, neither the Company nor any of its Subsidiaries (collectively,
 the “ Entity ”) or any director, officer, employee, agent, affiliate
 or representative of the Entity, is a government, individual, or entity (in this paragraph
 (tt), “ Person ”) that is, or is owned or controlled by a Person
 that is:

 (A) the
 subject of any sanctions administered or enforced by the U.S. Department of Treasury’s
 Office of Foreign Assets Control (“ OFAC ”), the United Nations Security
 Council, the European Union, His Majesty’s Treasury, or other relevant sanctions authorities,
 including, without limitation, designation on OFAC’s Specially Designated Nationals
 and Blocked Persons List or OFAC’s Foreign Sanctions Evaders List (as amended, collectively,
 “ Sanctions ”), nor

 (B) located,
 organized or resident in a country or territory that is the subject of Sanctions that broadly
 prohibit dealings with that country or territory (including, without limitation, Cuba, Iran,
 North Korea, Syria, the so-called Donetsk People’s Republic, the so-called Luhansk
 People’s Republic, the Crimea Region of Ukraine, the non-government controlled areas
 of the Zaporizhzhia and Kherson Regions of Ukraine (or any other Covered Region of Ukraine
 identified pursuant to Executive Order 14065)) (the “ Sanctioned Countries ”).

 (ii) The
 Entity represents and covenants that it will not, directly or indirectly, use the proceeds
 of the offering, 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 is a Sanctioned Country; 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).

 (iii) The
 Entity represents and covenants that, except as detailed in the Registration Statement and
 the Prospectus, during the applicable statute of limitations period, it has not engaged in,
 is not now engaging in, and will not engage 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 or is or was a Sanctioned Country.

 (uu) Export
 Compliance . The Company and each of its subsidiaries has not, nor has any director, officer,
 agent, employee or other Person acting on behalf of the Company or any of its subsidiaries
 violated or failed to comply with any applicable law related to the export or reexport of
 goods (including hardware, software, technology and data), services and know-how except in
 such cases as would not reasonably be expected, individually or in the aggregate, to have
 a Material Adverse Effect.

 (vv) Stock
 Transfer Taxes . On each Settlement Date, all stock transfer or other taxes (other than
 income taxes) which are required to be paid in connection with the sale and transfer of the
 Placement Shares to be sold hereunder will be, or will have been, fully paid or provided
 for by the Company and all laws imposing such taxes will be or will have been fully complied
 with.

 13

 (ww) Compliance
 with Laws . To the knowledge of the Company, each of the Company and its Subsidiaries:
 (A) is and at all times has been in compliance with all statutes, rules, or regulations applicable
 to the ownership, testing, development, manufacture, packaging, processing, use, distribution,
 marketing, labeling, promotion, sale, offer for sale, storage, import, export or disposal
 of any product manufactured or distributed by the Company or its Subsidiaries (“ Applicable
 Laws ”), except as could not, individually or in the aggregate, reasonably be
 expected to result in a Material Adverse Effect; (B) has not received any notice of adverse
 finding, warning letter, untitled letter or other correspondence or notice from any Governmental
 Authority alleging or asserting noncompliance with any Applicable Laws or any licenses, certificates,
 approvals, clearances, authorizations, permits and supplements or amendments thereto required
 by any such Applicable Laws (“ Authorizations ”); (C) possesses all
 material Authorizations and such Authorizations are valid and in full force and effect and
 are not in material violation of any term of any such Authorizations; (D) has not received
 notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration
 or other action from any Governmental Authority or third party alleging that any product
 operation or activity is in violation of any Applicable Laws or Authorizations and has no
 knowledge that any such Governmental Authority or third party is considering any such claim,
 litigation, arbitration, action, suit, investigation or proceeding; (E) has not received
 notice that any Governmental Authority has taken, is taking or intends to take action to
 limit, suspend, modify or revoke any Authorizations and has no knowledge that any such Governmental
 Authority is considering such action; (F) has filed, obtained, maintained or submitted all
 material reports, documents, forms, notices, applications, records, claims, submissions and
 supplements or amendments as required by any Applicable Laws or Authorizations and that all
 such reports, documents, forms, notices, applications, records, claims, submissions and supplements
 or amendments were complete and correct on the date filed (or were corrected or supplemented
 by a subsequent submission); and (G) has not, either voluntarily or involuntarily, initiated,
 conducted, or issued or caused to be initiated, conducted or issued, any recall, market withdrawal
 or replacement, safety alert, post sale warning or other notice or action relating to the
 alleged lack of safety or efficacy of any product or any alleged product defect or violation
 and, to the Company’s knowledge, no third party has initiated, conducted or intends
 to initiate any such notice or action.

 (xx) Statistical
 and Market-Related Data . The statistical, demographic and market-related data included
 in the Registration Statement and Prospectus are based on or derived from sources that the
 Company believes to be reliable and accurate or represent the Company’s good faith
 estimates that are made on the basis of data derived from such sources and the Company has
 obtained the written consent to the use of such data from such sources to the extent required.

 (yy) Cybersecurity .
 The Company and its Subsidiaries’ information technology assets and equipment, computers,
 systems, networks, hardware, software, websites, applications, and databases (collectively,
 “ IT Systems ”) are adequate for, and operate and perform in all
 material respects 1 as required in connection with the operation of the business
 of the Company and each of 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 its Subsidiaries have implemented and maintained commercially reasonable
 physical, technical and administrative controls, policies, procedures, and safeguards to
 maintain and protect their material confidential information and the integrity, continuous
 operation, redundancy and security of all IT Systems and data, including all “Personal
 Data” (defined below) and all sensitive, confidential or regulated data (“ Confidential
 Data ”) used in connection with their businesses. “ Personal Data ”
 means (i) a natural person’s name, street address, telephone number, e-mail address,
 photograph, social security number or tax identification number, driver’s license number,
 passport number, credit card number, bank information, or customer or account number; (ii)
 any information which would qualify as “personally identifying information” under
 the Federal Trade Commission Act, as amended; (iii) “personal data” as defined
 by GDPR; (iv) any information which would qualify as “protected health information”
 under the Health Insurance Portability and Accountability Act of 1996, as amended by the
 Health Information Technology for Economic and Clinical Health Act (collectively, “ HIPAA ”);
 (v) any “personal information” as defined by the California Consumer Privacy
 Act (“ CCPA ”); and (vi) any other piece of information that allows
 the identification of such natural person, or his or her family, or permits the collection
 or analysis of any data related to an identified person’s health or sexual orientation.
 There have been no breaches, violations, outages or unauthorized uses of or accesses to same,
 except for those that have been remedied without material cost or liability or the duty to
 notify any other person, nor any incidents under internal review or investigations relating
 to the same. The Company and its Subsidiaries are presently in material compliance with all
 applicable laws or statutes and all judgments, orders, rules and regulations of any court
 or arbitrator or governmental or regulatory authority, internal policies and contractual
 obligations relating to the privacy and security of IT Systems, Confidential Data, and Personal
 Data and to the protection of such IT Systems, Confidential Data, and Personal Data from
 unauthorized use, access, misappropriation or modification.

 1 Already
materially qualified.

 14

 (zz) Compliance
 with Data Privacy Laws . The Company and its Subsidiaries are, and at all prior times
 were, in material 2 compliance with all applicable state and federal data privacy
 and security laws and regulations, including without limitation HIPAA, CCPA, and the European
 Union General Data Protection Regulation (“ GDPR ”) (EU 2016/679)
 (collectively, the “ Privacy Laws ”). To ensure compliance with the
 Privacy Laws, the Company has in place, complies with, and takes appropriate steps to ensure
 compliance in all material respects with their policies and procedures relating to data privacy
 and security and the collection, storage, use, processing, disclosure, handling, and analysis
 of Personal Data and Confidential Data (the “ Policies ”). The Company
 has at all times made all disclosures to users or customers required by applicable laws and
 regulatory rules or requirements, and none of such disclosures made or contained in any Policy
 have been inaccurate or in violation of any applicable laws and regulatory rules or requirements
 in any material respect. The Company further certifies that neither it nor any subsidiary:
 (i) has received notice of any actual or potential liability under or relating to, or actual
 or potential violation of, any of the Privacy Laws, and has no knowledge of any event or
 condition that would reasonably be expected to result in any such notice; (ii) is currently
 conducting or paying for, in whole or in part, any investigation, remediation, or other corrective
 action pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement
 that imposes any obligation or liability under any Privacy Law.

 (aaa) Emerging
 Growth Company Status . From the time of the initial filing of the Company’s first
 registration statement with the Commission through the date hereof, the Company has been
 and is an “emerging growth company,” as defined in Section 2(a) of the Securities
 Act (an “ Emerging Growth Company ”).

 (bbb) Bankruptcy .
 The Company is not in or subject to a bankruptcy or insolvency proceeding in any jurisdiction.

 Any
certificate signed by an officer of the Company and delivered to the Agents or to counsel for the Agents pursuant to or in connection
with this Agreement shall be deemed to be a representation and warranty by the Company, as applicable, to the Agents as to the matters
set forth therein.

 7. Covenants
 of the Company . The Company covenants and agrees with each Agent that:

 (a) Registration
 Statement Amendments . After the date of this Agreement and during any period in which
 a Prospectus relating to any Placement Shares is required to be delivered by the Agents under
 the Securities Act (including in circumstances where such requirement may be satisfied pursuant
 to Rule 172 under the Securities Act or similar rule), (i) the Company will notify the
 Agents promptly of the time when any subsequent amendment to the Registration Statement has
 been filed with the Commission and/or has become effective, any Rule 462(b) Registration
 Statement has been filed with the Commission or any subsequent supplement to the Prospectus
 has been filed and of any request by the Commission for any amendment or supplement to the
 Registration Statement or Prospectus or for additional information ( provided , however ,
 that that the Company shall not be obligated to notify the Agents of the filing of any Incorporated
 Documents which do not discuss this Agreement, the Placement or the Agents), (ii) the
 Company will prepare and file with the Commission, promptly upon the Agents’ request,
 any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’
 reasonable opinion, may be necessary or advisable in connection with the distribution of
 the Placement Shares by the Agents ( provided , however , that the failure of
 the Agents to make such request shall not relieve the Company of any obligation or liability
 hereunder, or affect the Agents’ right to rely on the representations and warranties
 made by the Company in this Agreement and provided , further , that the only
 remedy the Agents shall have with respect to the failure by the Company to make such filing
 (but without limiting the Agents’ rights under Section 10 hereof) shall
 be to cease making sales under this Agreement until such amendment or supplement is filed);
 (iii) the Company will not file any amendment or supplement to the Registration Statement
 or Prospectus or any Rule 462(b) Registration Statement relating to the Placement Shares
 or a security convertible into or exchangeable or exercisable for the Placement Shares unless
 a copy thereof has been submitted to the Agents within a reasonable period of time before
 the filing and the Agents have not objected thereto ( provided , however , that
 the failure of the Agents to make such objection shall not relieve the Company of any obligation
 or liability hereunder, or affect the Agents’ right to rely on the representations
 and warranties made by the Company in this Agreement and provided , further ,
 that the only remedy the Agents shall have with respect to the failure by the Company to
 obtain such consent (but without limiting the Agents’ rights under Section 10
 hereof) shall be to cease making sales under this Agreement) and the Company will furnish
 to the Agents at the time of filing thereof a copy of any Incorporated Documents, except
 for those documents available via EDGAR or any successor system; and (iv) the Company
 will cause each amendment or supplement to the Prospectus to be filed with the Commission
 as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or,
 in the case of Incorporated Documents, to be filed with the Commission as required pursuant
 to the Exchange Act, within the time period prescribed (the determination to file or not
 file any amendment or supplement with the Commission under this Section 7(a) ,
 based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively
 by the Company).

 2 Already
materially qualified.

 15

 (b) Notice
 of Commission Stop Orders . The Company will advise the Agents, promptly after it receives
 notice or obtains knowledge thereof, of the issuance or threatened issuance by the Commission
 of any stop order suspending the effectiveness of the Registration Statement or any Rule
 462(b) Registration Statement, of the suspension of the qualification of the Placement Shares
 for offering or sale in any jurisdiction, or of the initiation or threatening of any proceeding
 for any such purpose; and it will promptly use its commercially reasonable efforts to prevent
 the issuance of any stop order or to obtain its withdrawal if such a stop order should be
 issued. The Company will advise the Agents promptly after it receives any request by the
 Commission for any amendments to the Registration Statement or any Rule 462(b) Registration
 Statement or any amendment or supplements to the Prospectus or any Issuer Free Writing Prospectus
 or for additional information related to the offering of the Placement Shares or for additional
 information related to the Registration Statement, any Rule 462(b) Registration Statement,
 the Prospectus or any Issuer Free Writing Prospectus.

 (c) Delivery
 of Prospectus; Subsequent Changes . During any period in which a Prospectus relating to
 the Placement Shares is required to be delivered by the Agents under the Securities Act with
 respect to the offer and sale of the Placement Shares, (including in circumstances where
 such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar
 rule), the Company will use commercially reasonable efforts to comply in all material respects
 with all requirements imposed upon it by the Securities Act, as from time to time in force,
 and will file on or before their respective due dates all reports (taking into account any
 extensions available under the Exchange Act) and any definitive proxy or information statements
 required to be filed by the Company with the Commission pursuant to Sections 13(a), 13(c),
 14, 15(d) or any other provision of or under the Exchange Act. If the Company has omitted
 any information from the Registration Statement pursuant to Rule 430B under the Securities
 Act, it will use its commercially reasonable efforts to comply with the provisions of and
 make all requisite filings with the Commission pursuant to said Rule 430B and to notify the
 Agents promptly of all such filings and to notify the Agents promptly of all such filings
 if not available on EDGAR. If during such period any event occurs as a result of which the
 Prospectus as then amended or supplemented would include an untrue statement of a material
 fact or omit to state a material fact necessary to make the statements therein, in the light
 of the circumstances then existing, not misleading, or if during such period it is necessary
 to amend or supplement the Registration Statement or Prospectus to comply with the Securities
 Act, the Company will promptly notify the Agents to suspend the offering of Placement Shares
 during such period and the Company will promptly amend or supplement the Registration Statement
 or Prospectus (at the expense of the Company) so as to correct such statement or omission
 or effect such compliance ( provided , however , that the only remedy the Agents
 shall have with respect to the failure by the Company to file such amendment or supplement
 to the Registration Statement or Prospectus (but without limiting the Agents’ rights
 under Section 10 hereof) shall be to cease making sales under this Agreement).

 (d) Listing
 of Placement Shares . During any period in which the Prospectus relating to the Placement
 Shares is required to be delivered by the Agents under the Securities Act with respect to
 a pending sale of the Placement Shares (including in circumstances where such requirement
 may be satisfied pursuant to Rule 172 under the Securities Act), the Company will use its
 reasonable best efforts to cause the Placement Shares to be listed on the Exchange.

 (e) Delivery
 of Registration Statement and Prospectus . The Company will furnish to the Agents and
 their counsel (at the expense of the Company) copies of the Registration Statement, the Prospectus
 (including all documents incorporated by reference therein) and all amendments and supplements
 to the Registration Statement or Prospectus that are filed with the Commission during any
 period in which a Prospectus relating to the Placement Shares is required to be delivered
 under the Securities Act (including all Incorporated Documents), in each case as soon as
 reasonably practicable and in such quantities as the Agents may from time to time reasonably
 request and, at the Agents’ request, will also furnish copies of the Prospectus to
 each exchange or market on which sales of the Placement Shares may be made; provided ,
 however , that the Company shall not be required to furnish any document (other than
 the Prospectus) to the Agents to the extent such document is available on EDGAR.

 (f) Earning
 Statement . The Company will make generally available to its security holders and to the
 Agents as soon as practicable, but in any event not later than 15 months after the end of
 the Company’s current fiscal quarter, an earnings statement covering a 12-month period
 that satisfies the provisions of Section 11(a) of and Rule 158 under the Securities
 Act; provided that the Company will be deemed to have furnished such statement to its security
 holders to the extent it is available on EDGAR.

 16

 (g) Use
 of Proceeds . The Company will use the Net Proceeds as described in the Prospectus in
 the section entitled “Use of Proceeds.”

 (h) Notice
 of Other Sales . Without the prior written consent of Cantor, the Company will not, directly
 or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise
 dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement)
 or securities convertible into or exchangeable or exercisable for Common Stock, warrants
 or any rights to purchase or acquire, Common Stock during the period beginning on the third
 (3 rd ) Trading Day immediately prior to the date on which any Placement Notice
 is delivered to Cantor hereunder and ending on the third (3 rd ) Trading Day immediately
 following the final Settlement Date with respect to Placement Shares sold pursuant to such
 Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the
 sale of all Placement Shares covered by a Placement Notice, the date of such suspension or
 termination); and will not directly or indirectly in any other “at the market”,
 equity line of credit or other continuous equity transaction offer to sell, sell, contract
 to sell, grant any option to sell or otherwise dispose of any Common Stock (other than the
 Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable
 or exercisable for Common Stock, warrants or any rights to purchase or acquire, Common Stock
 prior to the thirtieth (30 th ) day immediately following the termination of this
 Agreement; provided , however , that such restrictions will not be required in
 connection with the Company’s issuance or sale of (i) Common Stock, options to
 purchase Common Stock or other equity awards for Common Stock, or Common Stock issuable upon
 the exercise of options or vesting and settlement of any equity awards, pursuant to any employee
 or director stock option or benefits plan, stock ownership plan or dividend reinvestment
 plan (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment
 plan) or other compensation plan of the Company whether now in effect or hereafter implemented
 (including any amendments or modifications to the foregoing), (ii) Common Stock issuable
 upon conversion of securities or the exercise of warrants, options or other rights in effect
 or outstanding, and disclosed in filings by the Company available on EDGAR or any successor
 system or otherwise in writing to the Agents and (iii) Common Stock or securities convertible
 into or exchangeable for shares of Common Stock as consideration for mergers, acquisitions,
 other business combinations or strategic alliances, collaborations, partnerships, joint ventures
 or similar transactions occurring after the date of this Agreement which are not issued for
 capital raising purposes; provided that the aggregate number of Common Stock issued or issuable
 pursuant to this clause (iii) during the term of this Agreement shall not exceed 10% of the
 issued and outstanding Common Stock as of the date of this Agreement.

 (i) Change
 of Circumstances . The Company will, at any time during a fiscal quarter in which the
 Company intends to tender a Placement Notice or sell Placement Shares, advise the Agents
 promptly after it shall have received notice or obtained knowledge thereof, of any information
 or fact that would alter or affect in any material respect any opinion, certificate, letter
 or other document provided or required to be provided to the Agents pursuant to this Agreement.

 (j) Due
 Diligence Cooperation . The Company will cooperate with any reasonable due diligence review
 conducted by the Agents or their respective representatives in connection with the transactions
 contemplated hereby, including, without limitation, providing information and making available
 documents and senior corporate officers, during regular business hours and at the Company’s
 principal offices or via remote digital access, as the Agents may reasonably request.

 (k) Required
 Filings Relating to Placement of Placement Shares . The Company shall disclose, in its
 Quarterly Reports on Form 10-Q and in its Annual Report on Form 10-K to be filed by the Company
 with the Commission from time to time, the number of the Placement Shares sold through the
 Agents under this Agreement, and the net proceeds to the Company from the sale of the Placement
 Shares pursuant to this Agreement during the relevant quarter or, in the case of an Annual
 Report on Form 10-K, during the fiscal year covered by such Annual Report and the fourth
 quarter of such fiscal year. The Company agrees that on such dates as the Securities Act
 shall require, the Company will (i) file a prospectus supplement with the Commission
 under the applicable paragraph of Rule 424(b) under the Securities Act (each and every filing
 date under Rule 424(b), a “ Filing Date ”), which prospectus supplement
 will set forth, within the relevant period, the amount of Placement Shares sold through the
 Agents, the Net Proceeds to the Company and the compensation payable by the Company to the
 Agents with respect to such Placement Shares, and (ii) deliver such number of copies
 of each such prospectus supplement to each exchange or market on which such sales were effected
 as may be required by the rules or regulations of such exchange or market.

 17

 (l) Representation
 Dates; Certificate . (1) Prior to the date of the first Placement Notice and (2) each
 time the Company:

 (i) files
 the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus
 supplement relating solely to an offering of securities other than the Placement Shares)
 the Registration Statement or the Prospectus relating to the Placement Shares by means of
 a post-effective amendment, sticker, or supplement but not by means of incorporation of documents
 by reference into the Registration Statement or the Prospectus relating to the Placement
 Shares;

 (ii) files
 an Annual Report on Form 10-K under the Exchange Act (including any Annual Report Form 10-K/A
 containing amended financial information or a material amendment to the previously filed
 Annual Report on Form 10-K);

 (iii) files
 its Quarterly Reports on Form 10-Q under the Exchange Act; or

 (iv) files
 a Current Report on Form 8-K containing (x) amended financial information (other than information
 “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure
 pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties
 as discontinued operations in accordance with Statement of Financial Accounting Standards
 No. 144) or (y) disclosing any material transaction requiring the filing of historical or
 pro forma financial statements under Item 9.01 of Form 8-K and subject to the guidance set
 forth in Section 2050.3 of the Financial Reporting Manual of the Commission under the
 Exchange Act (each date of filing of one or more of the documents referred to in clauses
 (i) through (iv) shall be a “ Representation Date ”);

 the
Company shall furnish the Agents (but in the case of clause (iv) above only if Cantor reasonably determines that the information contained
in such Form 8-K is material) with a certificate dated the Representation Date, in the form attached hereto as Exhibit 7(l) , modified,
as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate
under this Section 7(l) shall be automatically waived for any Representation Date occurring at a time when no Placement Notice
is outstanding or a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers
instructions for the sale of Placement Shares hereunder (which for such calendar quarter shall be considered a Representation Date) and
the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following
a Representation Date when a Suspension was in effect and did not provide the Agents with a certificate under this Section 7(l) ,
then before the Company delivers the instructions for the sale of Placement Shares or the Agents sell any Placement Shares pursuant to
such instructions, the Company shall provide the Agents with a certificate in the form attached hereto as Exhibit 7(l) dated as
of the date that the instructions for the sale of Placement Shares are issued.

 (m) Legal
 Opinion . (1) Prior to the date of the first Placement Notice and (2) on each Representation
 Date with respect to which the Company is obligated to deliver a certificate pursuant to
 Section 7(l) for which no waiver is applicable and excluding the date of this
 Agreement, the Company shall cause to be furnished to the Agents a written opinion of Lucosky
 Brookman LLP, counsel to the Company (or other counsel to the Company satisfactory to the
 Agents), dated the date of delivery, addressed to the Agents, in form and substance reasonably
 satisfactory to the Agents and their counsel, substantially similar to the form previously
 provided to the Agents and their counsel, modified, as necessary, to relate to the Registration
 Statement and the Prospectus as then amended or supplemented; provided , that in lieu
 of such opinions for subsequent periodic filings under the Exchange Act, such counsel may
 furnish the Agents with a letter (a “ Reliance Letter ”) to the effect
 that the Agents may rely on the prior opinion delivered under this Section 7(m)
 to the same extent as if it were dated the date of such letter (except that statements in
 such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus
 as amended or supplemented as of the date of the Reliance Letter).

 18

 (n) Comfort
 Letter . (1) Prior to the date of the first Placement Notice and (2) on each Representation
 Date with respect to which the Company is obligated to deliver a certificate pursuant to
 Section 7(l) for which no waiver is applicable and excluding the date of this
 Agreement, the Company shall cause its independent registered public accounting firm (and
 any other independent accountants whose report is included in the Registration Statement
 or the Prospectus) to furnish the Agents letters (the “ Comfort Letters ”),
 dated the date the Comfort Letter is delivered, which shall meet the requirements set forth
 in this Section 7(n) . If requested by the Agents, the Company shall also cause
 a comfort letter to be furnished to the Agents on the date of occurrence of any material
 transaction or event requiring the filing of a Current Report on Form 8-K containing material
 amended financial information of the Company, including the restatement of the Company’s
 financial statements. The Comfort Letter from the Company’s independent registered
 public accounting firm shall be in a form and substance satisfactory to the Agents, (i) confirming
 that they are an independent registered public accounting firm within the meaning of the
 Securities Act and the Public Company Accounting Oversight Board (“ PCAOB ”),
 (ii) stating, as of such date, the conclusions and findings of such firm with respect to
 the financial information and other matters ordinarily covered by accountants’ “comfort
 letters” to underwriters in connection with registered public offerings (the first
 such letter, the “ Initial Comfort Letter ”) and (iii) updating the
 Initial Comfort Letter with any information that would have been included in the Initial
 Comfort Letter had it been given on such date and modified as necessary to relate to the
 Registration Statement and the Prospectus, as amended and supplemented to the date of such
 letter.

 (o) Market
 Activities; Compliance with Regulation M . The Company will not, directly or indirectly,
 (i) take any action designed to cause or result in, or that constitutes or would reasonably
 be expected to constitute, the stabilization or manipulation of the price of any security
 of the Company to facilitate the sale or resale of Common Stock or (ii) sell, bid for,
 or purchase Common Stock in violation of Regulation M, or pay anyone any compensation for
 soliciting purchases of the Placement Shares other than the Agents.

 (p) Investment
 Company Act . The Company will conduct its affairs in such a manner so as to reasonably
 ensure that neither it nor any of its Subsidiaries will be or become, at any time prior to
 the termination of this Agreement, an “investment company,” as such term is defined
 in the Investment Company Act.

 (q) Securities
 Act and Exchange Act Compliance . The Company will use its commercially reasonable efforts
 to comply with all requirements imposed upon it by the Securities Act and the Exchange Act
 as from time to time in force, so far as necessary to permit the sales of, or dealings in,
 the Placement Shares as contemplated by the provisions hereof and the Prospectus.

 (r) No
 Offer to Sell . Other than an Issuer Free Writing Prospectus approved in advance by the
 Company and the Agents in their capacity as agents hereunder, neither the Agents nor the
 Company (including its agents and representatives, other than the Agents in their capacity
 as such) will make, use, prepare, authorize, approve or refer to any written communication
 (as defined in Rule 405 under the Securities Act), required to be filed with the Commission,
 that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

 (s) Blue
 Sky and Other Qualifications . The Company will use its commercially reasonable
 efforts, in cooperation with the Agents, to qualify the Placement Shares for offering and
 sale, or to obtain an exemption for the Placement Shares to be offered and sold, under the
 applicable securities laws of such states and other jurisdictions (domestic or foreign) as
 the Agents may reasonably designate and to maintain such qualifications and exemptions in
 effect for so long as required for the distribution of the Placement Shares (but in no event
 for less than one year from the date of this Agreement); provided , however ,
 that the Company shall not be obligated to file any general consent to service of process
 or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in
 which it is not so qualified or to subject itself to taxation in respect of doing business
 in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which
 the Placement Shares have been so qualified or exempt, the Company will file such statements
 and reports as may be required by the laws of such jurisdiction to continue such qualification
 or exemption, as the case may be, in effect for so long as reasonably required for the distribution
 of the Placement Shares (but in no event for less than one year from the date of this Agreement).

 19

 (t) Sarbanes-Oxley
 Act . The Company and the Subsidiaries will maintain and keep accurate books and records
 reflecting their assets and maintain internal accounting controls in a manner designed to
 provide reasonable assurance regarding the reliability of financial reporting and the preparation
 of financial statements for external purposes in accordance with GAAP and including those
 policies and procedures that (i) pertain to the maintenance of records that in reasonable
 detail accurately and fairly reflect the transactions and dispositions of the assets of the
 Company, (ii) provide reasonable assurance that transactions are recorded as necessary
 to permit the preparation of the Company’s consolidated financial statements in accordance
 with GAAP, (iii) that receipts and expenditures of the Company are being made only in
 accordance with management’s and the Company’s directors’ authorization,
 and (iv) provide reasonable assurance regarding prevention or timely detection of unauthorized
 acquisition, use or disposition of the Company’s assets that could have a material
 effect on its financial statements. The Company and the Subsidiaries will maintain such controls
 and other procedures, including, without limitation, those required by Sections 302 and 906
 of the Sarbanes-Oxley Act, and the applicable regulations thereunder that are designed to
 ensure that information required to be disclosed by the Company in the reports that it files
 or submits under the Exchange Act is recorded, processed, summarized and reported, within
 the time periods specified in the Commission’s rules and forms, including, without
 limitation, controls and procedures designed to ensure that information required to be disclosed
 by the Company in the reports that it files or submits under the Exchange Act is accumulated
 and communicated to the Company’s management, including its principal executive officer
 and principal financial officer, or persons performing similar functions, as appropriate
 to allow timely decisions regarding required disclosure and to ensure that material information
 relating to the Company or the Subsidiaries is made known to them by others within those
 entities, particularly during the period in which such periodic reports are being prepared.

 (u) Secretary’s
 Certificate; Further Documentation . Prior to the date of the first Placement Notice,
 the Company shall deliver to the Agents a certificate of the Secretary of the Company and
 attested to by an executive officer of the Company, dated as of such date, certifying as
 to (i) the Articles of Incorporation of the Company, (ii) the By-laws of the Company, (iii)
 the resolutions of the Board of Directors of the Company and any other authorized committee
 authorizing the execution, delivery and performance of this Agreement and the issuance of
 the Placement Shares and (iv) the incumbency of the officers duly authorized to execute this
 Agreement and the other documents contemplated by this Agreement. Within five (5) Trading
 Days of each Representation Date, the Company shall have furnished to the Agents such further
 information, certificates and documents as the Agents may reasonably request.

 (v) Emerging
 Growth Company Status . The Company will promptly notify the Agents if the Company ceases
 to be an Emerging Growth Company prior to June 30, 2029.

 8. Payment
 of Expenses . The Company will pay all expenses incident to the performance of its obligations
 under this Agreement, including (i) the preparation and filing of the Registration Statement,
 including any fees required by the Commission, and the printing or electronic delivery of
 the Prospectus as originally filed and of each amendment and supplement thereto, in such
 number as the Agents shall deem necessary, (ii) the printing and delivery to the Agents of
 this Agreement and such other documents as may be required in connection with the offering,
 purchase, sale, issuance or delivery of the Placement Shares, (iii) the preparation,
 issuance and delivery of the certificates, if any, for the Placement Shares to the Agents,
 including any stock or other transfer taxes and any capital duties, stamp duties or other
 duties or taxes payable upon the sale, issuance or delivery of the Placement Shares to the
 Agents, (iv) the fees and disbursements of the counsel, accountants and other advisors
 to the Company, (v) the reasonable and documented fees and expenses of the counsel to
 the Agents, payable upon the execution of this Agreement, (a) in an amount not to exceed
 $150,000 in connection with the execution of this Agreement, (b) in an amount not to exceed
 $25,000 per calendar quarter thereafter payable in connection with each Representation Date
 with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(l)
 for which no waiver is applicable and excluding the date of this Agreement, and (c) in an
 amount not to exceed $40,000 for each program “refresh” (filing of a new registration
 statement, prospectus or prospectus supplement relating to the Placement Shares and/or an
 amendment of this Agreement) executed pursuant to this Agreement, (vi) the qualification
 or exemption of the Placement Shares under state securities laws in accordance with the provisions
 of Section 7(r) hereof, including filing fees, but excluding fees of the Agents’
 counsel, (vii) the printing and delivery to the Agents of copies of any Permitted Issuer
 Free Writing Prospectus and the Prospectus and any amendments or supplements thereto in such
 number as the Agents shall deem necessary, (viii) the preparation, printing and delivery
 to the Agents of copies of the blue sky survey, (ix) the fees and expenses of the transfer
 agent and registrar for the Common Stock, (x) the filing and other fees incident to
 any review by FINRA of the terms of the sale of the Placement Shares including the reasonable
 and documented fees of the Agents’ counsel (subject to the caps set forth in clause
 (v) above), and (xi) the fees and expenses incurred in connection with the listing of
 the Placement Shares on the Exchange. The Company agrees to pay the reasonable and documented
 fees and expenses of counsel to the Agents set forth in clause (v) above by wire transfer
 of immediately available funds directly to such counsel upon presentation of an invoice containing
 the requisite payment information prepared by such counsel.

 20

 9. Conditions
 to the Agents’ Obligations . The obligations of the Agents hereunder with respect
 to a Placement will be subject to the continuing accuracy and completeness of the representations
 and warranties made by the Company herein, to the due performance by the Company of its obligations
 hereunder, to the completion by the Agents of a due diligence review satisfactory to them
 in their reasonable judgment, and to the continuing satisfaction (or waiver by the Agents
 in their sole discretion) of the following additional conditions:

 (a) Registration
 Statement Effective . The Registration Statement shall be effective and shall be available
 for the (i) resale of all Placement Shares issued to the Agents and not yet sold by
 the Agents and (ii) sale of all Placement Shares contemplated to be issued by any Placement
 Notice.

 (b) No
 Material Notices . None of the following events shall have occurred and be continuing:
 (i) receipt by the Company of any request for additional information from the Commission
 or any other federal or state Governmental Authority during the period of effectiveness of
 the Registration Statement, the response to which would require any post-effective amendments
 or supplements to the Registration Statement or the Prospectus; (ii) the issuance by
 the Commission or any other federal or state Governmental Authority of any stop order suspending
 the effectiveness of the Registration Statement or the initiation of any proceedings for
 that purpose; (iii) receipt by the Company of any notification with respect to the suspension
 of the qualification or exemption from qualification of any of the Placement Shares for sale
 in any jurisdiction or the initiation or threatening of any proceeding for such purpose;
 or (iv) the occurrence of any event that makes any statement of a material fact made
 in the Registration Statement or the Prospectus or any document incorporated or deemed to
 be incorporated therein by reference untrue or that requires the making of any changes in
 the Registration Statement, the Prospectus or documents so that, in the case of the Registration
 Statement, it will not contain an 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
 misl…

EX-5.1 · OPINION OF LUCOSKY BROOKMAN LLP, WITH RESPECT TO THE LEGALITY OF THE SECURITIES

EX-5.1
 3
 ea029387401ex5-1.htm
 OPINION OF LUCOSKY BROOKMAN LLP, WITH RESPECT TO THE LEGALITY OF THE SECURITIES BEING REGISTERED

 Exhibit 5.1

 LUCOSKY BROOKMAN LLP
 101 Wood Avenue South
 5th Floor
 Woodbridge, NJ 08830

 T – (732) 395-4400

 F – (732) 395-4401

 111 Broadway

 Suite 807

 New York, NY 10006

 T – (212) 332-8160

 F – (212) 332-8161

 www.lucbro.com

 June
8, 2026

 CleanCore
Solutions, Inc.

 5920
S 118th Circle

 Omaha,
NE 68137

 Re: CleanCore
 Solutions, Inc. Sales Agreement

 Ladies
and Gentlemen:

 We
have acted as counsel for CleanCore Solutions, Inc., a Nevada corporation (the “ Company ”), in connection with the
issuance and sale from time to time of up to $750,000,000 of shares (the “ Shares ”) of the Company’s common
stock, par value $0.0001 per share (the “ Common Stock ”), pursuant to the Sales Agreement, dated June 8, 2026 (the
“ Sales Agreement ”), between the Company and Cantor Fitzgerald & Co., as sales agent (the “ Sales
Agent ”). The Shares will be issued pursuant to the Company’s Registration Statement on Form S-3 (File No.
333-289867), as filed with the U.S. Securities and Exchange Commission (the “ Commission ”) under the Securities
Act of 1933, as amended (the “ Securities Act ”), on August 26, 2025 (such Registration Statement, as amended from
time to time, is herein referred to as the “ Registration Statement ”), which was declared effective by the
Commission on August 29, 2025, including the prospectus which forms a part of the Registration Statement, and the related prospectus
supplement dated June 8, 2026 (collectively, the “ Prospectus ”).

 We,
as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments
as we have deemed necessary or advisable for the purpose of rendering this opinion. In rendering the opinion expressed herein, we have,
without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete,
(ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all signatures on all documents that we
reviewed are genuine, (iv) all natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates
of public officials and officers of the Company that we reviewed were and are accurate, and (vi) all representations made by the Company
as to matters of fact in the documents that we reviewed were and are accurate.

 Based
upon the foregoing, and subject to the additional assumptions and qualifications set forth below, we advise you that, in our opinion,
when the Shares have been issued and sold by the Company and delivered by the Company against payment therefor in accordance with the
terms of the Sales Agreement, such Shares will be validly issued, fully paid and non-assessable.

 CleanCore
Solutions, Inc.

 June 8, 2026

 Page 2

 In
rendering the foregoing opinion, we have assumed that (x) the Shares will not be issued or transferred in violation of any restriction
or limitation contained in the Company’s Amended and Restated Articles of Incorporation (the “ Charter ”), (y)
upon the issuance of such Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number
of shares of Common Stock that the Company is then authorized to issue under the Charter, and (z) the terms of certain sales of the Shares
pursuant to the Sales Agreement will be authorized and approved by the Board of Directors of the Company or a committee thereof established
by the Board of Directors of the Company with the authority to issue and sell the Shares pursuant to the Sales Agreement in accordance
with the Charter, the Bylaws of the Company and the resolutions of the Board of Directors of the Company.

 The
foregoing opinions are subject to the following exclusions and qualifications:

 (a) Our
 opinions are as of the date hereof, and we have no responsibility to update this opinion
 for events and circumstances occurring after the date hereof or as to facts relating to prior
 events that are subsequently brought to our attention; this opinion is limited to the laws,
 including the rules and regulations, as in effect on the date hereof, and we disavow any
 undertaking to advise you of any changes in law.

 (b) We
 are members of the Bar of the State of New York, and we do not express any opinions herein
 concerning any laws other than the laws of the State of New York, Nevada Revised Statutes,
 and the federal securities laws of the United States of America, and we express no opinion
 with respect to the laws of any other jurisdiction and expressly disclaim responsibility
 for advising you as to the effect, if any, that the laws of any other jurisdiction may have
 on the opinions set forth herein.

 We
hereby consent to the filing of this opinion as Exhibit 5.1 to the Current Report on Form 8-K disclosing the material terms and provisions
of the Sales Agreement to be filed by the Company with the Commission, and its incorporation by reference into the Registration Statement.
We further consent to the reference to our name under the caption “Legal Matters” in the Prospectus Supplement, which is
a part of the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

 Very truly yours,

 /s/ Lucosky Brookman LLP

 Lucosky Brookman LLP

EX-10.1 · TERMINATION LETTER, DATED JUNE 3, 2026, AMONG CLEANCORE SOLUTIONS, INC., MAXIM G

EX-10.1
 4
 ea029387401ex10-1.htm
 TERMINATION LETTER, DATED JUNE 3, 2026, AMONG CLEANCORE SOLUTIONS, INC., MAXIM GROUP LLC AND CURVATURE SECURITIES LLC

 Exhibit 10.1

 TERMINATION LETTER

 This Termination Letter (this
“ Agreement ”) is entered into as of June 3, 2026, by and among CleanCore Solutions, Inc. (the “ Company ”),
Maxim Group LLC (“ Maxim ”), and Curvature Securities LLC (“ Curvature ,” and together with Maxim, the
“ Agents ,” and each, an “ Agent ”).

 WHEREAS , the Company
and the Agents are parties to that certain Amended and Restated Sales Agreement, dated as of August 29, 2025 (the “ Sales Agreement ”);

 WHEREAS , the Company
has entered into a separate waiver and release agreement with each of Curvature and Maxim, respectively, in connection with the transactions
contemplated by the Sales Agreement; and

 WHEREAS , the parties
hereto desire to terminate the Sales Agreement in its entirety, effective as of the date hereof, on the terms and conditions set forth
herein.

 NOW, THEREFORE , in
consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

 1. Termination . The Sales Agreement is hereby terminated in its entirety, effective as of the date
hereof (the “ Termination Date ”). From and after the Termination Date, the Sales Agreement shall be of no further force
or effect, and no party shall have any further rights or obligations thereunder, except as expressly set forth herein or as otherwise
provided in the separate waiver and release agreements entered into between the Company and each Agent. Each party hereby waives any notice
period or other procedural requirements that may otherwise be required under the Sales Agreement in connection with such termination.

 2. Survival . Notwithstanding Section 1, any provisions of the Sales Agreement that by their terms
survive termination (including, without limitation, provisions relating to indemnification, contribution, and governing law) shall continue
in full force and effect in accordance with their terms, except as modified by the separate waiver and release agreements entered into
between the Company and each Agent.

 3. No Further Sales . Effective as of the Termination Date, the Agents shall not make any further sales
or offers to sell the Company’s securities pursuant to the Sales Agreement, and shall promptly wind down any pending settlement obligations
in accordance with customary market practice.

 4. Representations and Warranties . Each party represents and warrants to the other parties that (a)
it has full power and authority to execute, deliver, and perform this Agreement, (b) the execution, delivery, and performance of this
Agreement have been duly authorized by all necessary corporate or limited liability company action, and (c) this Agreement constitutes
a valid and binding obligation of such party, enforceable against such party in accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium, and similar laws affecting creditors’ rights generally and to general principles of equity.

 5. Waiver and Release Agreements . For the avoidance of doubt, the separate waiver and release agreements
entered into between the Company and each of Maxim and Curvature, respectively, shall remain in full force and effect in accordance with
their respective terms and are not modified or superseded by this Agreement.

 6. Governing Law; Jurisdiction . This Agreement shall be governed by and construed in accordance with
the laws of the State of New York, without regard to the principles of conflicts of laws. Each party hereby irrevocably submits to the
exclusive jurisdiction of the state and federal courts located in the Borough of Manhattan, City of New York, for any action arising out
of or relating to this Agreement.

 7. Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be
deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature
page to this Agreement by facsimile or electronic transmission (including .pdf or any electronic signature complying with the U.S. federal
ESIGN Act of 2000) shall be effective as delivery of a manually executed counterpart of this Agreement.

 8. Entire Agreement . This Agreement, together with the separate waiver and release agreements referenced
herein, constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior negotiations,
representations, and agreements relating thereto.

 9. Amendment . This Agreement may not be amended, modified, or supplemented except by a written instrument
signed by all parties hereto.

 10. Severability . If any provision of this Agreement is held to be invalid, illegal, or unenforceable
in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement
shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.

 *************************

 (Signature Page Follows)

 IN WITNESS WHEREOF ,
the parties have executed this Agreement as of the date first written above.

 CLEANCORE SOLUTIONS, INC.

 By:
 /s/ Tyler Hassen

 Name:
 Tyler Hassen

 Title:
 Chief Executive Officer

 MAXIM GROUP LLC

 By:
 /s/ James Siegel

 Name:
 James Siegel

 Title:
 General Counsel

 CURVATURE SECURITIES LLC

 By:
 /s/ Michael Bodner

 Name:
 Michael Bodner

 Title:
 President