Solidion Technology Inc.

EX-99.1 · PRESS RELEASE, DATED JUNE 7, 2026

EX-99.1
 7
 ea029389701ex99-1.htm
 PRESS RELEASE, DATED JUNE 7, 2026

 Exhibit 99.1

 Solidion Technology Announces $35
Million Private Placement of Common Stock Priced Above Market Under Nasdaq Rules

 Proceeds fully fund the company through 2028
and will be used to accelerate commercialization of Solidion’s patented Extreme-Climate Battery Technology targeting the Lunar economy
and space applications

 DALLAS, TX, June 07, 2026 (GLOBE NEWSWIRE) — Solidion Technology
Inc. (“Solidion” or the “Company”) (NASDAQ: STI), an advanced battery technology solutions provider, today announced
that it has entered into a securities purchase agreement with a new institutional investor for the purchase and sale of 2,333,000 shares
of common stock (or common stock equivalents) in a private placement priced above market under Nasdaq rules. The offering is expected
to result in gross proceeds of $35 million, before deducting offering expenses. The closing of the offering is expected to occur on or
about June 9, 2026, subject to the satisfaction of customary closing conditions.

 The Company intends to use the net proceeds from the offering to support
the commercialization of its patented Extreme-Climate Battery technology, fulfill customer demand, expand inventory, advance the building
and testing of prototypes, and for working capital and general corporate purposes.

 Titan Partners, a division of American Capital Partners, is acting
as the sole placement agent for the offering.

 The securities issued in the private placement described above have
not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration
or an applicable exemption from registration requirements. The Company has agreed to file a resale registration statement with the SEC
for purposes of registering the resale of the shares of common stock issued in connection with the private placement.

 This press release shall not constitute an offer to sell or the solicitation
of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 About Solidion Technology, Inc.

 Headquartered in Dallas, Texas, with pilot production facilities in
Dayton, Ohio, Solidion Technology (NASDAQ: STI) is an advanced battery technology solutions provider focused on manufacturing next-generation
battery materials and components, and developing high-performance batteries for energy storage, including UPS systems serving the AI data
center market, electric vehicles, and aerospace applications. The Company holds a portfolio of over 385 patents, covering innovations
such as high-capacity, silane-gas-free and graphene-enabled silicon anodes, biomass-based graphite, and advanced lithium-sulfur and lithium-metal
technologies.

 For more information, please visit www.solidiontech.com or
contact Investor Relations.

 Cautionary Note Regarding Forward-Looking Statements

 This press release contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Solidion Technology Inc. (NASDAQ: STI ) (the “Company,”
“Solidion,” “we,” “our” or “us”) desires to take advantage of the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation.
The words “forecasts,” “believe,” “may,” “estimate,” “continue,” “anticipate,”
“intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,”
“expect,” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We undertake no
obligation to publicly update any forward-looking statements, whether as a result of new information, future developments, or otherwise,
except as may be required by law.

 Contact:

jaymes@solidiontech.com

EX-4.1 · FORM OF PRE-FUNDED WARRANT

EX-4.1
 2
 ea029389701ex4-1.htm
 FORM OF PRE-FUNDED WARRANT

 Exhibit 4.1

 THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED
OR ASSIGNED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT, (II) SUCH SECURITIES MAY BE SOLD
PURSUANT TO RULE 144 PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE SECURITIES ACT, (III) SOLIDION TECHNOLOGY,
INC. HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER
THE SECURITIES ACT, OR (IV) THE SECURITIES ARE TRANSFERRED WITHOUT CONSIDERATION TO AN AFFILIATE OF SUCH HOLDER OR A CUSTODIAL NOMINEE
(WHICH FOR THE AVOIDANCE OF DOUBT SHALL REQUIRE NEITHER CONSENT NOR THE DELIVERY OF AN OPINION).

 FORM OF

 PRE-FUNDED COMMON
STOCK PURCHASE WARRANT

 SOLIDION TECHNOLOGY,
INC.

 Warrant Shares: _______ Initial Exercise Date: _______, 2026

 THIS PRE-FUNDED COMMON STOCK
PURCHASE WARRANT (the “ Warrant ”) certifies that, for value received, _____________ or its assigns (the “ Holder ”)
is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after
the date hereof (the “ Initial Exercise Date ”) until this Warrant is exercised in full (the “ Termination Date ”)
but not thereafter, to subscribe for and purchase from Solidion Technology, Inc., a Delaware corporation (the “ Company ”),
up to ______ shares (as subject to adjustment hereunder, the “ Warrant Shares ”) of Common Stock. The purchase price
of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

 Section 1. Definitions .
In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated in this Section 1:

 “ Affiliate ”
means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls or is controlled
by or is under common control with such Person as such terms are used in and construed under Rule 405 under the Securities Act.

 “ Bid Price ”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or
quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date) on the Trading
Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York
City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the
Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed
or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market (or a similar organization
or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d)
in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith
by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses
of which shall be paid by the Company.

 “ Board
of Directors ” means the board of directors of the Company.

 “ Business
Day ” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required
by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any
other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so
long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are
open for use by customers on such day.

 “ Commission ”
means the United States Securities and Exchange Commission. “ Common Stock ” means the common stock of the Company, par
value $0.0001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed.

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

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

 “ Person ”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,
joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

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

 “ Securities
Purchase Agreement ” means the Securities Purchase Agreement, dated as of June [7], 2026, among the Company and each purchaser
identified on the signature pages thereto, as amended, modified or supplemented from time to time in accordance with its terms.

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

 “ Subsidiary ”
means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company formed
or acquired after the date hereof.

 “ Trading
Day ” means a day on which the principal Trading Market is open for trading.

 “ Trading
Market ” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date
in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York
Stock Exchange (or any successors to any of the foregoing).

 “ Transaction
Documents ” means the Securities Purchase Agreement and the Warrants.

 “ Transfer
Agent ” means Continental Stock Transfer & Trust Company, the current transfer agent of the Company, and any successor transfer
agent of the Company.

 “ VWAP ”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or
quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date)
on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30
a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average
price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not
then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market (or a
similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock
so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected
in good faith by the holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the
fees and expenses of which shall be paid by the Company.

 2

 “ Warrants ”
means this Pre-Funded Warrant and other Common Stock purchase warrants issued by the Company pursuant to the Securities Purchase Agreement.

 Section 2. Exercise .

 a) Exercise of
Warrant . Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or
after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed PDF copy submitted
by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “ Notice of Exercise ”). Within
the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section
2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares
specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless
exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise
shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required.
Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company
until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case,
the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on which the final Notice
of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of
Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in
an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number
of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise on the Trading
Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of
the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available
for purchase hereunder at any given time may be less than the amount stated on the face hereof.

 b) Exercise Price .
The aggregate exercise price of this Warrant, except for a nominal exercise price of $0.0001 per Warrant Share, was pre-funded to the
Company on or prior to the Initial Exercise Date and, consequently, no additional consideration (other than the nominal exercise price
of $0.0001 per Warrant Share) shall be required to be paid by the Holder to any Person to effect any exercise of this Warrant. The Holder
shall not be entitled to the return or refund of all, or any portion, of such pre-paid aggregate exercise price under any circumstance
or for any reason whatsoever, including in the event this Warrant shall not have been exercised prior to the Termination Date. The remaining
unpaid exercise price per share of Common Stock under this Warrant shall be $0.0001, subject to adjustment hereunder (the “ Exercise
Price ”).

 c) Cashless Exercise .
This Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder
shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

 (A) = as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice
of Exercise if such Notice of Exercise is (1) delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) delivered
pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)
of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the highest Bid Price of the Common Stock on
the principal Trading Market as reported by Bloomberg L.P. (“ Bloomberg ”) within two (2) hours of the time of the Holder’s
delivery of the Notice of Exercise pursuant to Section 2(a) hereof if such Notice of Exercise is delivered during “regular trading
hours,” or within two (2) hours after the close of “regular trading hours,” on a Trading Day or (iii) the VWAP on the
date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is delivered
pursuant to Section 2(a) hereof after two (2) hours following the close of “regular trading hours” on such Trading Day;

 3

 (B) = the Exercise Price of this Warrant, as adjusted hereunder; and

 (X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with
the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.

 If Warrant Shares
are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act,
the Warrant Shares shall take on the characteristics of the Warrants being exercised, including holding period for purposes of Rule 144.
The Company agrees not to take any position contrary to this Section 2(c).

 d) Mechanics
of Exercise .

 i. Delivery of
Warrant Shares Upon Exercise . The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent
to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company
through its Deposit or Withdrawal at Custodian (“ DWAC ”) system if the Company is then a participant in such system
and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant
Shares by Holder, (B) the Warrant Shares are eligible for resale under Rule 144(b)(1) without the requirement for the Company to be in
compliance with the current public information requirements under Rule 144(c)(1), or (C) this Warrant is being exercised via cashless
exercise, and otherwise by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder
or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by
the Holder in the Notice of Exercise by the date that is the earlier of (i) one (1) Trading Day after the delivery to the Company of the
Notice of Exercise and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of
the Notice of Exercise (such date, the “ Warrant Share Delivery Date ”). Upon delivery of the Notice of Exercise, the
Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this
Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise
Price (other than in the case of a cashless exercise) is received within the earlier of (i) one (1) Trading Day and (ii) the number of
Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason
to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay
to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based
on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading
Day on the third Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until
such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent that is a participant
in the Fast Automated Securities Transfer (“ FAST ”) program so long as this Warrant remains outstanding and exercisable.
As used herein, “ Standard Settlement Period ” means the standard settlement period, expressed in a number of Trading
Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice
of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City
time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Securities Purchase Agreement,
the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date
and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate
Exercise Price (other than in the case of a cashless exercise) is received by such Warrant Share Delivery Date.

 4

 ii. Delivery of
New Warrants Upon Exercise . If this Warrant shall have been exercised in part, the Company shall, at the request of the Holder and
upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing
the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects
be identical with this Warrant.

 iii. Rescission
Rights . If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i)
by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

 iv. Compensation
for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise . In addition to any other rights available to the Holder, if
the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section
2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its
broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common
Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise
(a “ Buy-In ”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s
total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained
by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise
at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the
Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in
which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been
issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common
Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with
an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the
Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable
to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit
the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a
decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common
Stock upon exercise of the Warrant as required pursuant to the terms hereof.

 v. No Fractional
Shares or Scrip . No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As
to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election,
either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or
round up to the next whole share.

 vi. Charges, Taxes
and Expenses . Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental
expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant
Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided , however ,
that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for
exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition
thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent
fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing
corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

 5

 vii. Closing of
Books . The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant,
pursuant to the terms hereof.

 e) Holder’s
Exercise Limitations . The Company shall not effect any exercise of this Warrant, and the Holder shall not have the right to exercise
any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise
as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting
as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “ Attribution Parties ”)),
would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the
number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number
of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude
the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant
beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or
nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject
to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its
Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership
shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. In addition,
a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act
and the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding shares
of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most
recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or
(C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding.
Upon the written or oral request of the Holder, the Company shall within one Trading Day confirm orally and in writing to the Holder the
number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after
giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution
Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “ Beneficial Ownership
Limitation ” shall be 4.99% (or, upon election by the Holder prior to the issuance of any Warrants, 9.99%) of the number of shares
of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant.
The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e),
provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately
after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this
Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after
such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than
in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent
with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly
give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

 6

 Section 3. Certain Adjustments .

 a) Stock Dividends
and Splits . If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution
or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which,
for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides
outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding
shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of
capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the
number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator
shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise
of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment
made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled
to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision,
combination or re-classification.

 b) Subsequent
Rights Offerings . In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells
any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any
class of shares of Common Stock (the “ Purchase Rights ”), then the Holder will be entitled to acquire, upon the terms
applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number
of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including
without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance
or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are
to be determined for the grant, issue or sale of such Purchase Rights ( provided , however , that, to the extent that the Holder’s
right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder
shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as
a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until
such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

 c) Pro Rata Distributions .
During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets
(or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation,
any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement,
scheme of arrangement or other similar transaction) (a “ Distribution ”), at any time after the issuance of this Warrant,
then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have
participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without
regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the
date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares
of Common Stock are to be determined for the participation in such Distribution (provided, however, that, to the extent that the Holder’s
right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder
shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock
as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the
Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

 7

 d) Fundamental
Transaction . If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions
effects any merger or consolidation of the Company with or into another Person, (ii) the Company or any Subsidiary, directly or indirectly,
effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one
or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company
or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other
securities, cash or property and has been accepted by the holders of greater than 50% of the outstanding Common Stock or greater than
50% of the voting power of the common equity of the Company, (iv) the Company, directly or indirectly, in one or more related transactions
effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which
the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly,
in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without
limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby
such other Person or group acquires greater than 50% of the outstanding shares of Common Stock or greater than 50% of the voting power
of the common equity of the Company (each a “ Fundamental Transaction ”), then, upon any subsequent exercise of this
Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately
prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(e)
on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if
it is the surviving corporation, and any additional consideration (the “ Alternate Consideration ”) receivable as a result
of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately
prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant). For purposes
of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration
based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the
Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any
different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property
to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives
upon any exercise of this Warrant following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental
Transaction in which the Company is not the survivor (the “ Successor Entity ”) to assume in writing all of the obligations
of the Company under this Warrant in accordance with the provisions of this Section 3(d) pursuant to written agreements in form and substance
reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and
shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by
a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares
of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon
exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and
with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative
value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number
of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately
prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder.
Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall be added to the term “Company” under this
Warrant (so that from and after the occurrence or consummation of such Fundamental Transaction, each and every provision of this Warrant
and the other Transaction Documents referring to the “Company” shall refer instead to each of the Company and the Successor
Entity or Successor Entities, jointly and severally), and the Successor Entity or Successor Entities, jointly and severally with the Company,
may exercise every right and power of the Company prior thereto and the Successor Entity or Successor Entities shall assume all of the
obligations of the Company prior thereto under this Warrant and the other Transaction Documents with the same effect as if the Company
and such Successor Entity or Successor Entities, jointly and severally, had been named as the Company herein. For the avoidance of doubt,
the Holder shall be entitled to the benefits of the provisions of this Section 3(d) regardless of (i) whether the Company has sufficient
authorized shares of Common Stock for the issuance of Warrant Shares and/or (ii) whether a Fundamental Transaction occurs prior to the
Initial Exercise Date.

 e) Calculations .
All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes
of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the
number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

 f) Notice to
Holder .

 i. Adjustment to
Exercise Price . Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly deliver
to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant
Shares and setting forth a brief statement of the facts requiring such adjustment.

 8

 ii. Notice to Allow
Exercise by Holder . If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock,
(B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize
the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class
or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the
Common Stock, any consolidation or merger to which the Company (or any of its Subsidiaries) is a party, any sale or transfer of all or
substantially all of its assets, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or
property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the
Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its last email address as it shall appear
upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified,
a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants,
or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions,
redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer
or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of
record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification,
consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in
the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that
any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries,
the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain
entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering
such notice except as may otherwise be expressly set forth herein.

 Section 4. Transfer of
Warrant .

 a) Transferability .
This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part,
upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this
Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any
transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute
and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations
specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so
assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required
to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall
surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the
Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for
the purchase of Warrant Shares without having a new Warrant issued.

 b) New Warrants .
This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together
with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent
or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company
shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with
such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of this Warrant and shall be identical
with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

 9

 c) Warrant Register .
The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “ Warrant Register ”),
in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the
absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual
notice to the contrary.

 Section 5. Miscellaneous .

 a) No Rights
as Stockholder Until Exercise; No Settlement in Cash . This Warrant does not entitle the Holder to any voting rights, dividends or
other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth
in Section 3. Without limiting any rights of the Holder to receive Warrant Shares on a “cashless exercise” pursuant to Section
2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company be required to
net cash settle an exercise of this Warrant.

 b) Loss, Theft,
Destruction or Mutilation of Warrant . The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to
it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case
of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include
the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make
and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

 c) Saturdays,
Sundays, Holidays, etc . If the last or appointed day for the taking of any action or the expiration of any right required or granted
herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.

 d) Authorized
Shares .

 The Company covenants
that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number
of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further
covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the
necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action
as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation,
or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares
which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented
by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable
and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any
transfer occurring contemporaneously with such issue).

 Except and to the
extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate
of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or
any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all
times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate
to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the
Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior
to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and
legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts
to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary
to enable the Company to perform its obligations under this Warrant.

 10

 Before taking any
action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price,
the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory
body or bodies having jurisdiction thereof.

 e) Governing
Law . All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and
construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of
law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions
contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders,
partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York.
Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough
of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed
herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding.
Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding
by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address
in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and
notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted
by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in
such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and
expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

 f) Restrictions .
The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant have not been registered under the Securities
Act and will have restrictions upon resale imposed by state and federal securities laws. The Holder understands that the exemptions from
registration afforded by Rule 144 depend on the satisfaction of various conditions and that, if applicable, Rule 144 may afford the basis
for sales only in limited amounts. The Holder acknowledges and agrees that the certificates representing the Warrant Shares may bear a
legend in substantially the following form and substance: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES
HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE
PURSUANT TO THE SECURITIES ACT, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144, (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT, OR (IV) THE SECURITIES
ARE TRANSFERRED WITHOUT CONSIDERATION TO AN AFFILIATE OF SUCH HOLDER OR A CUSTODIAL NOMINEE (WHICH FOR THE AVOIDANCE OF DOUBT SHALL REQUIRE
NEITHER CONSENT NOR THE DELIVERY OF AN OPINION).”

 g) Nonwaiver
and Expenses . No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as
a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of this
Warrant, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages
to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but
not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts
due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

 11

 h) Notices .
Any and all notices or other communications or deliveries to be provided by the Holder hereunder including, without limitation, any Notice
of Exercise, shall be in writing and delivered personally, by e-mail, or sent by a nationally recognized overnight courier service, addressed
to the Company, at 13355 Noel Rd, Suite 1100, Dallas, TX 75240, Attention: Vlad Prantsevich, email address: Vlad@solidiontech.com, or
such other email address or address as the Company may specify for such purposes by notice to the Holders. Any and all notices or other
communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by e-mail, or sent
by a nationally recognized overnight courier service addressed to the Holder at the e-mail address or address of such Holder appearing
on the books of the Company. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest
of (i) the time of transmission, if such notice or communication is delivered via e-mail at the e-mail address set forth in this Section
prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the time of transmission, if such notice or communication
is delivered via e-mail at the e-mail address set forth in this Section on a day that is not a Trading Day or later than 5:30 p.m. (New
York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized
overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given. To the extent that any
notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company
shall simultaneously file such notice with the SEC pursuant to a Current Report on Form 8-K.

 i) Limitation
of Liability . No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant
Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase
price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the
Company.

 j) Remedies .
The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific
performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss
incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any
action for specific performance that a remedy at law would be adequate.

 k) Successors
and Assigns . Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the
benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder.
The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable
by the Holder or holder of Warrant Shares.

 l) Amendment .
Other than Section 2(e) above and this Section 5(l), which may not be amended, modified or waived, this Warrant may be modified or amended
or the provisions hereof waived with the written consent of the Company, on the one hand, and the Holder or the beneficial owner of this
Warrant, on the other hand.

 m) Severability .
Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

 n) Headings .
The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

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

 (Signature Page Follows)

 12

 IN WITNESS WHEREOF, the Company
has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

 SOLIDION TECHNOLOGY, INC.

 By:

 Name:

 Title:

 13

 NOTICE OF EXERCISE

 TO: SOLIDION TECHNOLOGY, INC.

 (1) The undersigned hereby elects
to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders
herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

 (2) Payment shall take the form
of (check applicable box):

 ☐ in lawful money of the United States; or

 ☐ if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the
formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant
to the cashless exercise procedure set forth in subsection 2(c).

 (3) Please issue said Warrant
Shares in the name of the undersigned or in such other name as is specified below:

 _______________________________

 The Warrant Shares shall be delivered to the following DWAC Account
Number:

 _______________________________

 _______________________________

 _______________________________

 [SIGNATURE OF HOLDER]

 Name of Investing Entity: ______________________________________________________________

 Signature of Authorized Signatory of Investing Entity: ________________________________________

 Name of Authorized Signatory: __________________________________________________________

 Title of Authorized Signatory: ___________________________________________________________

 Date: ______________________________________________________________________________

 14

 ASSIGNMENT FORM

 (To assign the foregoing Warrant, execute this
form and supply required information. Do not use this form to purchase shares.)

 FOR VALUE RECEIVED, the foregoing Warrant and all
rights evidenced thereby are hereby assigned to

 Name:

 (Please Print)

 Address:

 (Please Print)

 Phone Number:

 Email Address:

 Dated: _______________ __, _____

 Holder’s Signature: _____________________

 Holder’s Address: ______________________

 15

EX-4.2 · FORM OF PLACEMENT AGENT WARRANT

EX-4.2
 3
 ea029389701ex4-2.htm
 FORM OF PLACEMENT AGENT WARRANT

 Exhibit 4.2

 THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED
OR ASSIGNED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT, (II) SUCH SECURITIES MAY BE SOLD
PURSUANT TO RULE 144 PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE SECURITIES ACT (“Rule 144”), (III)
SOLIDION TECHNOLOGY, INC. HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT
REGISTRATION UNDER THE SECURITIES ACT, OR (IV) THE SECURITIES ARE TRANSFERRED WITHOUT CONSIDERATION TO AN AFFILIATE OF SUCH HOLDER OR
A CUSTODIAL NOMINEE (WHICH FOR THE AVOIDANCE OF DOUBT SHALL REQUIRE NEITHER CONSENT NOR THE DELIVERY OF AN OPINION).

 AGENT’S PURCHASE WARRANT

 Solidion
Technology, Inc.

 Warrant Shares: ____________ 1 Initial Exercise Date:
______, 2026 2

 Issue Date: _______, 2026

 This AGENT’S PURCHASE
WARRANT (the “ Warrant ”) certifies that, for value received, American Capital Partners, LLC or its assigns (the
“ Holder ”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set
forth, at any time on or after the date referred to above as the Initial Exercise Date (the “ Initial Exercise Date ”)
and on or prior to 5:00 p.m. (New York City time) on ______, 2031 3 (the “ Termination Date ”) but not thereafter,
to subscribe for and purchase from Solidion Technology, Inc. , a Delaware corporation (the
“ Company ”), up to _______ shares (as subject to adjustment hereunder, the “ Warrant Shares ”) of
Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in
Section 2(b).

 Section 1. Definitions .
Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Placement Agency Agreement (the
“ Placement Agreement ”), dated _____, 2026, between the Company and Titan Partners Group LLC, a division of American
Capital Partners, LLC, as placement agent.

 Section 2 . Exercise .

 a) Exercise
of Warrant . Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on
or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile copy
or PDF copy submitted by email (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “ Notice of Exercise ”).
Within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined
in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the
Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank
unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original
Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of
Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant
to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full,
in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on which
the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the
total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable
hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing
the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise
within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and
agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number
of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

 1 Insert 5% of the total securities sold in the Offering

 2 Insert the date of the Offering’s closing.

 3 Insert the 5-year anniversary date of the Placement Agreement.

 b) Exercise
Price . The exercise price per share of Common Stock under this Warrant shall be $____ 4 , subject to adjustment hereunder
(the “ Exercise Price ”).

 c) Cashless
Exercise . In lieu of exercising this Warrant by delivering the aggregate Exercise Price by wire transfer or cashier’s check,
at the election of Holder, this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise”
in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by
(A), where:

 (A) = as applicable: (i) VWAP on the Trading Day immediately preceding
the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a)
hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to
the opening of “regular trading hours” (as defined in Rule 600(b)(68) of Regulation NMS promulgated under the federal securities
laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of
the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P.
as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular
trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close
of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) at the option of the Holder, either
(a) the VWAP on either the Trading Day immediately preceding the date of the applicable Notice of Exercise or (b) the VWAP on the date
of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed
and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;

 (B) = the Exercise Price of this Warrant, as adjusted hereunder;
and

 (X) = the number of Warrant Shares that would be issuable upon exercise
of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless
exercise.

 “ VWAP ” means, for
any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock are then listed or quoted on
The New York Stock Exchange, the NYSE American or any tier of The Nasdaq Stock Market (each, a “ Trading Market ”), the
daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the
Common Stock are then listed or quoted as reported by Bloomberg L.P. (“ Bloomberg ”) (based on a trading day from 9:30
a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the Common Stock are listed or quoted on the OTCQB or OTCQX (each
as operated by OTC Markets Group, Inc., or any successor market), the volume weighted average price of the Common Stock for such date
(or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock are not then listed or quoted for trading on
the OTCQB or OTCQX Markets and if prices for the Common Stock are then reported in the OTC Pink Market published by OTC Markets Group
Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the
Common Stock so reported, or (d) in all other cases, the fair market value of a Common Stock as determined by an independent appraiser
selected in good faith by the Board of Directors of the Company and reasonably acceptable to the Holder, the fees and expenses of which
shall be paid by the Company.

 4 Insert 115% of the public offering price of the shares.

 2

 If Warrant Shares
are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act,
the Warrant Shares shall take on the registered characteristics of the Warrants being exercised. The Company agrees not to take any position
contrary to this Section 2(c).

 Notwithstanding
anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant
to this Section 2(c).

 d) Mechanics
of Exercise .

 i. Delivery of Warrant Shares Upon Exercise . The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“ DWAC ”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder, (B) the Warrant Shares are eligible for resale under Rule 144(b)(1) without the requirement for the Company to be in compliance with the current public information requirements under Rule 144(c)(1), or (C) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earliest of (i) one (1) Trading Day after the delivery to the Company by the Holder of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “ Warrant Share Delivery Date ”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise; provided that such liquidated damages shall not exceed five percent
of the amount subject to such exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “ Standard Settlement Period ” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise.

 3

 ii. Delivery
of New Warrants Upon Exercise . If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and
upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing
the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects
be identical with this Warrant.

 iii. Rescission
Rights . If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i)
by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise; provided, however , that the Holder
shall be required to return any Warrant Shares or Common Stock subject to any such rescinded exercise notice concurrently with the return
to the Holder of the aggregate Exercise Price paid to the Company for such Warrant Shares and the restoration of the Holder’s right
to acquire such Warrant Shares pursuant to this Warrant (including, issuance of a replacement warrant certificate evidencing such restored
right).

 iv. [Reserved.]

 v. No
Fractional Shares or Scrip . No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this
Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall,
at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the
Exercise Price or round up to the next whole share.

 vi. Charges,
Taxes and Expenses . Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental
expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant
Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided , however ,
that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for
exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition
thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent
fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing
corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

 vii. Closing
of Books . The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant,
pursuant to the terms hereof.

 4

 e) Holder’s
Exercise Limitations . The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise
any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise
as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting
as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would
beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the
number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number
of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude
the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant
beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or
nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock equivalents) subject
to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its
Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial
ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder,
it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section
13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the
extent that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation
to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is
exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s
determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates
and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation,
and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any
group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may
rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report
filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice
by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request
of a Holder, the Company shall within one Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock
then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion
or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date
as of which such number of outstanding shares of Common Stock was reported. The “ Beneficial Ownership Limitation ” shall
be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of shares of Common Stock outstanding
immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice
to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial
Ownership Limitation in no event exceeds 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to
the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall
continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61 st day after such
notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in
strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent
with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly
give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

 Section 3 . Certain
Adjustments .

 a) Stock
Dividends and Splits . If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes
a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of
Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this
Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse
stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of Common
Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the
numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event
and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of
shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant
shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for
the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective
date in the case of a subdivision, combination or re-classification. For the purposes of clarification, the Exercise Price of this Warrant
will not be adjusted in the event that the Company or any subsidiary thereof, as applicable, sells or grants any option to purchase, or
sell or any grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase
or other disposition) any Common Stock or Common Stock equivalents, at an effective price per share less than the Exercise Price then
in effect.

 5

 b) [Reserved.]

 c) [Reserved.] .

 d) Fundamental
Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions
effects any merger or consolidation of the Company with or into another Person, (ii) the Company (and all of its Subsidiaries, taken as
a whole), directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially
all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange
offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender
or exchange their shares for other securities, cash or property and has been accepted by the holders of greater than 50% of the outstanding
Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization
or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into
or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates
a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization,
spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires greater
than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons
making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other
business combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall
have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence
of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(e) on the exercise of this
Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation,
and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by
a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction.
For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate
Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction,
and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value
of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash
or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration
it receives upon any exercise of this Warrant following such Fundamental Transaction. The Company shall cause any successor entity in
a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the
obligations of the Company under this Warrant and the other Transaction Documents in accordance with the provisions of this Section 3(e)
pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable
delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant
a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which
is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the
shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this
Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of
capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the
value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting
the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory
in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and
be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant referring to the “Company”
shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations
of the Company under this Warrant with the same effect as if such Successor Entity had been named as the Company herein.

 6

 e) Calculations .
All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes
of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the
number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

 f) Notice
to Holder .

 i. Adjustment
to Exercise Price . Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly
deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment
to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

 ii. Notice
to Allow Exercise by Holder . If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common
Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall
authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock
of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification
of the Common Stock, any consolidation or merger to which the Company (and all of its Subsidiaries, taken as a whole) is a party, any
sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is
converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation
or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by facsimile or email to the
Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar
days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be
taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of
which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to
be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become
effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their
shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer
or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect
the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes,
or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file
such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during
the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be
expressly set forth herein.

 7

 Section 4 . Transfer
of Warrant .

 a) Transferability .
Pursuant to FINRA Rule 5110(e)(1), neither this Warrant nor any Warrant Shares issued upon exercise of this Warrant shall be sold, transferred,
assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result
in the effective economic disposition of the securities by any person for a period of 180 days immediately following the commencement
of sales of the offering pursuant to which this Warrant is being issued, except as permitted under FINRA Rule 5110(e)(2). Subject to the
foregoing restriction, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at
the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form
attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making
of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants
in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment,
and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly
be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to
the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company
within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full.
This Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without
having a new Warrant issued.

 b) New
Warrants . This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company,
together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or
its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination,
the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance
with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of this Warrant and shall be
identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

 c) Warrant
Register . The Company shall register this Warrant, upon records to be maintained by or on behalf of the Company for that purpose (the
“ Warrant Register ”), in the name of the record Holder hereof from time to time. The Company may deem and treat the
registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder,
and for all other purposes, absent actual notice to the contrary.

 d) Representation
by Holder . The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise
hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or
reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant
to sales registered or exempted under the Securities Act.

 8

 Section 5 . Registration
Rights .

 a) To
the extent the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the
Company files a registration statement with the Securities and Exchange Commission covering the sale of its shares of Common Stock (other
than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration
would be inappropriate), then, for a period of five (5) years from the commencement of sales of the Offering, the Company shall give written
notice of such proposed filing to the Holder as soon as practicable but in no event less than ten (10) days before the anticipated filing
date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution,
and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the Holder in such notice the
opportunity to register the sale of such number of shares of Warrant Shares as such Holder may request in writing within five (5) days
following receipt of such notice (a “ Piggyback Registration ”). The Company shall cause such Warrant Shares to be included
in such registration and shall use its commercially reasonable efforts to cause the managing underwriter or underwriters of a proposed
underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions
as any similar securities of the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended
method(s) of distribution thereof. All Holders proposing to distribute their securities through a Piggyback Registration that involves
an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected
for such Piggyback Registration. Furthermore, each Holder must provide such information as reasonably requested by the Company (which
information shall be limited to that which is required for disclosure under the Securities Act and the forms, rules and regulations promulgated
thereunder) to be included in the registration statement timely or the Company may elect to exclude such Holder from the registration
statement.

 b) In
addition, to the extent the Company does not maintain an effective registration statement for the Warrant Shares, for a period of five
(5) years from the commencement of sales of the Offering, the Holder shall be entitled to one (1) demand right for the registration of
the Warrant Shares at the Company’s expense (other than any underwriting discounts, selling commissions, share transfer taxes applicable
to the sale of the Warrant Shares, and fees and disbursements of counsel for the Holder) (the “ Demand Registration ”).
In the event of a Demand Registration, the Company shall use its commercially reasonable efforts to register the applicable Warrant Shares
within sixty (60) days after receiving the Demand Registration. All Holders of Warrant Shares proposing to distribute their securities
through a Demand Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form
with the underwriter or underwriters selected for such Demand Registration. Furthermore, each Holder must provide such information as
reasonably requested by the Company (which information shall be limited to that which is required for disclosure under the Securities
Act and the forms, rules and regulations promulgated thereunder) to be included in the registration statement timely or the Company may
elect to exclude such Holder from the registration statement.

 c) Notwithstanding
the foregoing, the registration rights described in this Section 5 shall be subject to (i) limitations imposed by the Commission’s
rules or comments of the Commission staff in connection with its review of the registration statement for any such resale registration
and (ii) the terms and conditions of any registration rights agreement the Company has granted prior to the date of the Placement Agreement.
Moreover, notwithstanding the foregoing registration obligations of the Company, if the Company furnishes to the Holders requesting a
Demand Registration a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the
Company’s Board of Directors it would be materially detrimental to the Company and its stockholders for a registration statement
to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective,
because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction
involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for
preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then
the Company shall have the right to defer taking action with respect to such Demand Registration or withdraw a related registration statement
for a period of not more than forty-five (45) calendar days; provided, however, that the Company may not invoke this right more than twice
in any twelve (12) month period or during the twelve (12) month period prior to the Termination Date.

 9

 Section 6 . Miscellaneous .

 a) No
Rights as Stockholder Until Exercise; No Settlement in Cash . This Warrant does not entitle the Holder to any voting rights, dividends
or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set
forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant to
Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company be required
to net cash settle an exercise of this Warrant.

 b) Loss,
Theft, Destruction or Mutilation of Warrant . The Company covenants that upon receipt by the Company of evidence reasonably satisfactory
to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case
of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include
the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make
and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

 c) Saturdays,
Sundays, Holidays, etc . If the last or appointed day for the taking of any action or the expiration of any right required or granted
herein shall not be a Business Day, then, such action may be taken or such right may be exercised on the next succeeding Business Day.

 d) Authorized
Shares .

 i. The
Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a
sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant.
The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the
duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such
reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable
law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that
all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the
purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued,
fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other
than taxes in respect of any transfer occurring contemporaneously with such issue).

 ii. Except
and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending
its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale
of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary
or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the
foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise
immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company
may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially
reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof,
as may be, necessary to enable the Company to perform its obligations under this Warrant.

 10

 iii. Before
taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the
Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from
any public regulatory body or bodies having jurisdiction thereof.

 e) Governing
Law; Venue . This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions
contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the
State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws
principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder and the Company: (a) agrees
that any legal suit, action or proceeding arising out of or relating to this Warrant and/or the transactions contemplated hereby shall
be instituted exclusively in the Supreme Court of the State of New York, New York County, or in the United States District Court for the
Southern District of New York, (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding,
and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District
Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder and the Company further agrees
to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court
of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that
service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight
delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service
of process upon the Holder mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery
shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE HOLDER (ON BEHALF
OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY
WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT
AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANT.

 f) Restrictions .
The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant have not been registered under the Securities
Act and will have restrictions upon resale imposed by U.S. state and federal securities laws. The Holder understands that the exemptions
from registration afforded by Rule 144 depend on the satisfaction of various conditions and that, if applicable, Rule 144 may afford the
basis for sales only in limited amounts. The Holder acknowledges and agrees that the certificates representing the Warrant Shares may
bear a legend in substantially the following form and substance: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE
SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED
FOR SALE PURSUANT TO THE SECURITIES ACT, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144, (III) THE COMPANY HAS RECEIVED AN OPINION
OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT, OR (IV)
THE SECURITIES ARE TRANSFERRED WITHOUT CONSIDERATION TO AN AFFILIATE OF SUCH HOLDER OR A CUSTODIAL NOMINEE (WHICH FOR THE AVOIDANCE OF
DOUBT SHALL REQUIRE NEITHER CONSENT NOR THE DELIVERY OF AN OPINION).”

 11

 g) Nonwaiver
and Expenses . No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as
a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of this
Warrant, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages
to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but
not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts
due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

 h) Notices .
Any and all notices or other communications or deliveries to be provided hereunder shall be made in accordance with Section 12 of the
Placement Agreement.

 i) Limitation
of Liability . No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant
Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase
price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the
Company.

 j) Remedies .
The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific
performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss
incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any
action for specific performance that a remedy at law would be adequate.

 k) Successors
and Assigns . Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the
benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder.
The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable
by the Holder or holder of Warrant Shares.

 l) Amendment .
This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on the one hand, and
the Holder of this Warrant, on the other hand.

 m) Severability .
Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

 n) Headings .
The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

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

 (Signature Page Follows)

 12

 IN WITNESS WHEREOF, the Company
has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

 SOLIDION TECHNOLOGY, INC.

 By:

 Name:

 Title:

 13

 NOTICE OF EXERCISE

 To: Solidion Technology,
Inc.

 (1) The
undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised
in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

 (2) Payment
shall take the form of (check applicable box):

 ☐ in lawful money of the United States; or

 ☐ if permitted the cancellation of such number of Warrant Shares
as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number
of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

 (3) Please
issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

 _______________________________

 The Warrant Shares shall be delivered to the following
DWAC Account Number:

 _______________________________

 _______________________________

 _______________________________

 [SIGNATURE
OF HOLDER]

 Name of Investing Entity: ___________________________________________________

 ________________________________________________________________________

 Signature of Authorized Signatory of Investing
Entity :

 _________________________________________________

 Name of Authorized Signatory:

 ___________________________________________________________________

 Title of Authorized Signatory:

 Date: ___________________________________________________________________

 14

 ASSIGNMENT FORM

 (To assign the foregoing
Warrant, execute this form and supply required information. Do not use this form to purchase shares.)

 FOR VALUE RECEIVED, the foregoing
Warrant and all rights evidenced thereby are hereby assigned to

 Name:

 (Please Print)

 Address:

 (Please Print)

 Phone Number:

 Email Address:

 Dated: _______________ __, _____

 Holder’s Signature: _____________________

 Holder’s Address: ______________________

 15

EX-10.1 · SECURITIES PURCHASE AGREEMENT, DATED JUNE 7, 2026, BY AND BETWEEN THE COMPANY AN

EX-10.1
 4
 ea029389701ex10-1.htm
 SECURITIES PURCHASE AGREEMENT, DATED JUNE 7, 2026, BY AND BETWEEN THE COMPANY AND THE INVESTOR PARTY THERETO

 Exhibit 10.1

 Execution Version

 SECURITIES PURCHASE AGREEMENT

 This Securities Purchase Agreement
(this “ Agreement ”) is dated as of June 7, 2026, between Solidion Technology, Inc., a Delaware corporation (the “ Company ”),
and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “ Investor ”
and collectively the “ Investors ”).

 WHEREAS , the Company
and the Investors are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded by Section
4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act (as defined below);

 WHEREAS , the Company
desires to sell to the Investors, and each Investor desires to purchase from the Company, severally and not jointly, upon the terms and
subject to the conditions stated in this Agreement, shares (the “ Shares ”) of the Company’s common stock, par
value $0.0001 per share (the “ Common Stock ”), and/or pre-funded warrants to purchase shares of Common Stock substantially
in the form attached hereto as Exhibit A (the “ Pre-Funded Warrants ”) (collectively, the “ Securities ”);

 WHEREAS , the Company
has agreed to provide certain registration rights with respect to the Shares and the Warrant Shares (as defined below) under the Securities
Act and applicable state securities laws, as set forth in this Agreement.

 NOW THEREFORE , in consideration
of the mutual agreements, representations, warranties and covenants herein contained, the Company and each Investor, severally and not
jointly, agree as follows:

 1. Definitions .
As used in this Agreement, the following terms shall have the following respective meanings:

 “ Affiliate ”
means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediates, controls, is controlled
by or is under common control with such Person.

 “ Agreement ”
has the meaning set forth in the recitals.

 “ Amended and Restated
Bylaws ” means the Amended and Restated Bylaws of the Company, as currently in effect.

 “ Amended and Restated
Certificate of Incorporation ” means the Second Amended and Restated Certificate of Incorporation of the Company, as currently
in effect.

 “ Benefit Plan ”
or “ Benefit Plans ” means employee benefit plans as defined in Section 3(3) of ERISA and all other employee benefit
practices or arrangements, including, without limitation, any such practices or arrangements providing severance pay, sick leave, vacation
pay, salary continuation for disability, retirement benefits, deferred compensation, bonus pay, incentive pay, stock options or other
stock-based compensation, hospitalization insurance, medical insurance, life insurance, scholarships or tuition reimbursements, maintained
by the Company or to which the Company or any of its subsidiaries is obligated to contribute for employees or former employees of the
Company and its subsidiaries.

 “ Board of Directors ”
means the board of directors of the Company.

 “ Business Day ”
means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking
institutions in the State of New York are authorized or required by law or other governmental action to close.

 “ Closing ”
has the meaning set forth in Section 2.2 .

 “ Closing Date ”
has the meaning set forth in Section 2.2 .

 “ Code ”
means the U.S. Internal Revenue Code of 1986, as amended.

 “ Common Stock ”
has the meaning set forth in the recitals.

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

 “ Company ”
has the meaning set forth in the recitals.

 “ Confidential Data ”
means all sensitive, confidential or regulated data.

 “ Disclosure Document ”
has the meaning set forth in Section 5.3 .

 “ Disqualification
Event ” has the meaning set forth in Sections 3.26 and 4.14 .

 “ Effectiveness Deadline ”
has the meaning set forth in Section 5.12(a) .

 “ Environmental Laws ”
has the meaning set forth in Section 3.15 .

 “ ERISA ”
means the U.S. Employee Retirement Income Security Act of 1974, as amended.

 “ Exchange Act ”
means the U.S. Securities Exchange Act of 1934, as amended, and all of the rules and regulations promulgated thereunder.

 “ Filing Deadline ”
has the meaning set forth in Section 5.12(a) .

 “ Financial Statements ”
has the meaning set forth in Section 3.8(b) .

 “ Fundamental Representations”
 means the representations and warranties made by the Company in Sections 3.1 (Organization and Power) , 3.2 (Capitalization) ,
 3.4 (Authorization) , 3.5 (Valid Issuance) , 3.6 (No Conflict) , 3.7 (Consents) , 3.21 (Price Stabilization
of Common Stock) and 3.22 (Investment Company Act) .

 “ GAAP ”
has the meaning set forth in Section 3.8(b) .

 “ GDPR ”
has the meaning set forth in Section 3.31 .

 “ Governmental Authorizations ”
has the meaning set forth in Section 3.11 .

 “ Indemnified Person”
 has the meaning set forth in Section 5.9 .

 “ Intellectual Property ”
has the meaning set forth in Section 3.12 .

 “ Investor ”
and “ Investors ” have the meanings set forth in the recitals.

 “ Issuer
Covered Person ” has the meaning set forth in Section 3.26 .

 2

 “ IT Systems and Data ”
has the meaning set forth in Section 3.30 .

 “ Material Adverse
Effect ” means any change, event, circumstance, development, condition, occurrence or effect that, individually or in the aggregate,
(a) was, is, or would reasonably be expected to be, materially adverse to the business, financial condition, properties, assets, liabilities,
stockholders’ equity or results of operations of the Company and its subsidiaries, taken as a whole, or (b) materially delays or
materially impairs the ability of the Company to comply, or prevents the Company from complying, with its obligations under this Agreement,
the other Transaction Agreements, or with respect to the Closing, or would reasonably be expected to do so.

 “ Nasdaq ”
means the Nasdaq Stock Market LLC.

 “ National Exchange ”
means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question, together
with any successor thereto: the NYSE American, The New York Stock Exchange, the Nasdaq Global Market, the Nasdaq Global Select Market
and the Nasdaq Capital Market.

 “ Person ”
means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association,
joint venture or any other entity or organization.

 “ Personal Data ”
means the following data used in connection with the Company’s and its subsidiaries’ businesses and in their possession or
control: (i) a natural person’s name, street address, telephone number, e-mail address, photograph, social security number or other
tax identification number, driver’s license number, passport number, credit card number or bank information; (ii) information that
identifies or may reasonably be used to identify an individual; (iii) any information that would qualify as “protected health information”
under HIPAA; and (iv) any information that would qualify as “personal data,” “personal information” (or similar
term) under the Privacy Laws.

 “ Placement Agent ”
means Titan Partners Group LLC, a division of American Capital Partners, LLC.

 “ Pre-Funded Warrants ”
has the meaning set forth in the recitals.

 “ Privacy Laws ”
has the meaning set forth in Section 3.31 .

 “ Privacy Statements ”
has the meaning set forth in Section 3.31 .

 “ Process ”
or “ Processing ” has the meaning set forth in Section 3.31 .

 “ Registration Statement ”
has the meaning set forth in Section 5.12(a) .

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

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

 “SEC
Reports ” means (a) the Company’s most recently filed Annual Report on Form 10-K, (b) all Quarterly Reports on Form
10-Q or Current Reports on Form 8-K filed or furnished (as applicable) by the Company following the end of the most recent fiscal
year for which an Annual Report on Form 10-K has been filed and prior to the execution of this Agreement, together in each case with
any documents incorporated by reference therein or exhibits thereto.

 3

 “ Securities ”
has the meaning set forth in the recitals.

 “ Securities Act ”
means the U.S. Securities Act of 1933, as amended, and all of the rules and regulations promulgated thereunder.

 “ Shares ”
has the meaning set forth in the recitals.

 “ Short Sales ”
include, without limitation, (a) all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange
Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls,
short sales, swaps, “put equivalent positions” (as defined in Rule 16a-1(h) under the Exchange Act) and similar arrangements
(including on a total return basis), and (b) sales and other transactions through non-U.S. broker dealers or non-U.S. regulated brokers
(but shall not be deemed to include the location and/or reservation of borrowable shares of Common Stock).

 “ Subscription Amount ”
has the meaning set forth in Section 2.1 .

 “ Tax Returns ”
means returns, reports, information statements and other documentation (including any additional or supporting material) filed or maintained,
or required to be filed or maintained, in connection with the calculation, determination, assessment or collection of any Tax and shall
include any amended returns required as a result of examination adjustments made by the Internal Revenue Service or other Tax authority.

 “ Tax ” or
“ Taxes ” means any and all federal, state, local, foreign and other taxes, levies, fees, imposts, duties and charges
of whatever kind (including any interest, penalties or additions to the tax imposed in connection therewith or with respect thereto),
whether or not imposed on the Company, including, without limitation, taxes imposed on, or measured by, income, franchise, profits or
gross receipts, and also ad valorem, value added, sales, use, service, real or personal property, capital stock, license, payroll, withholding,
employment, social security, workers’ compensation, unemployment compensation, utility, severance, production, excise, stamp, occupation,
premium, windfall profits, transfer and gains taxes and customs duties.

 “ Transaction Agreements ”
means this Agreement and the Pre-Funded Warrants.

 “ Transfer Agent ”
means, with respect to the Common Stock, Continental Stock Transfer & Trust Company or such other financial institution that provides
transfer agent services as the Company may engage from time to time.

 “ Warrant Shares ”
has the meaning set forth in Section 3.4 .

 2. Purchase
and Sale of Securities .

 2.1 Purchase
and Sale . On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company
agrees to sell, and the Investors, severally and not jointly, agree to purchase, Securities in an amount equal to such Investor’s
Subscription Amount as set forth on such Investor’s signature page hereto (the “ Subscription Amount ”).
The price per Share is $15.00. The price per Pre-Funded Warrant is $14.9999.

 4

 2.2
 Closing . Subject to the satisfaction or waiver of the conditions set forth in Section 6 of
this Agreement, the closing of the purchase and sale of the Securities (the “ Closing ” and the date on which the Closing
occurs, the “ Closing Date ”) shall occur remotely via the exchange of documents and signatures at such time as agreed
to by the Company and the Investors but (i) in no event earlier than the first Business Day after the date of this Agreement and (ii)
in no event later than the fifth Business Day after the date of this Agreement. At the Closing, (a) the Shares shall be issued and registered
in the name of the Investor, or in such nominee name(s) as designated by such Investor, representing the number of Shares to be purchased
by the Investor at such Closing as set forth on such Investor’s signature page hereto and (b) the Company shall deliver to the
Investor (or such Investor’s designated custodian per its delivery instructions), or in such nominee name(s) as designated by such
Investor, a Pre-Funded Warrant exercisable for a number of shares of Common Stock as set forth on such Investor’s signature page
hereto with respect to such Investor, in each case against payment in full to the Company of the aggregate purchase price therefor in
full as set forth on such Investor’s signature page, by wire transfer to the Company of immediately available funds, at or prior
to the Closing, in accordance with wire instructions provided by the Company to the Investors no less than one Business Day prior to
the Closing. On the Closing Date, the Company will cause the Transfer Agent to issue the Shares in book-entry form, free and clear of
all restrictive and other legends (except as expressly provided in Section 4.10 ). In the event that the Closing has not occurred
within one Business Day after the expected Closing Date, unless otherwise agreed by the Company and such Investor, the Company shall
promptly (but no later than one Business Day thereafter) return the previously wired amounts to each respective Investor by wire transfer
of United States dollars in immediately available funds to the account specified by each Investor, and any book entries for the Securities
shall be deemed cancelled; provided that, unless this Agreement has been terminated pursuant to Section 7 , such return of funds
shall not terminate this Agreement or relieve such Investor of its obligation to purchase, or the Company of its obligation to issue
and sell, the Securities at the Closing.

 3. Representations
and Warranties of the Company . Except as set forth in the SEC Reports (other than as to the Fundamental Representations, which are
not so qualified), the Company hereby represents and warrants to each of the Investors and the Placement Agent that the statements contained
in this Section 3 are true and correct as of the date of this Agreement and as of the Closing Date (except for the representations
and warranties that speak as of a specific date, which shall be made as of such date).

 3.1 Organization
and Power . The Company is a corporation duly organized, validly existing and in good standing under
the laws of the State of Delaware, has the requisite power and authority to own, lease and operate its properties and to carry on its
business as now conducted and described in the SEC Reports and is qualified to do business in each jurisdiction in which the character
of its properties or the nature of its business requires such qualification, except where such failure to be in good standing or to have
such power and authority or to so qualify would not reasonably be expected to have a Material Adverse Effect. Each of the Company’s
subsidiaries is (i) duly incorporated and validly existing and in good standing under the laws of the jurisdiction of its incorporation
and has the requisite power and authority to carry on its business as now conducted and to own or lease its properties and (ii) qualified
to do business as a foreign corporation and in good standing in each jurisdiction in which such qualification is required, except in each
case as would not cause a Material Adverse Effect.

 3.2 Capitalization .
The Company’s disclosure of its authorized, issued and outstanding capital stock in the SEC Reports containing such disclosure was
accurate in all material respects as of the date indicated in such SEC Reports. All of the issued and outstanding shares of Common Stock
have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding shares of capital stock of
the Company were issued in violation of any preemptive or other similar rights of any securityholder of the Company which have not been
waived, and such shares were issued in compliance in all material respects with applicable state and federal securities law and any rights
of third parties.

 5

 3.3 Registration
Rights . Except as set forth in the Transaction Agreements or as disclosed in the SEC Reports, the Company
is presently not under any obligation, and has not granted any rights, to register under the Securities Act any of the Company’s
presently outstanding securities or any of its securities that may hereafter be issued, other than such rights and obligations that have
expired or been satisfied or waived.

 3.4 Authorization .
The Company has all requisite corporate power and authority to enter into the Transaction Agreements and to carry out and perform its
obligations under the terms of the Transaction Agreements, including the issuance and sale of the Securities and the issuance of the shares
of Common Stock issuable upon exercise of the Pre-Funded Warrants (the “ Warrant Shares ”). All corporate action on the
part of the Company, its officers, directors and stockholders necessary for the authorization of the Shares and the Warrant Shares, the
authorization, execution, delivery and performance of the Transaction Agreements and the consummation of the transactions contemplated
herein, including the issuance and sale of the Securities and the Warrant Shares, has been taken. This Agreement has been duly executed
and delivered by the Company and, assuming the due authorization, execution and delivery by each Investor and that this Agreement constitutes
the legal, valid and binding agreement of each Investor, this Agreement and each of the Pre-Funded Warrants constitutes a legal, valid
and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may
be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors generally or by general
equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). Any member of the Board
of Directors who is an Investor or an Affiliate of an Investor recused themselves from all votes of the Board of Directors (or any committee
of the Board of Directors) pricing and approving the transactions contemplated by the Transaction Agreements.

 3.5 Valid
Issuance . The Shares being purchased by the Investors hereunder have been duly and validly authorized
and, upon issuance pursuant to the terms of this Agreement against full payment therefor in accordance with the terms of this Agreement,
will be duly and validly issued, fully paid and non-assessable and will be issued free and clear of any liens or other restrictions (other
than those as provided in the Transaction Agreements or restrictions on transfer under applicable state and federal securities laws),
and the holder of the Shares shall be entitled to all rights accorded to a holder of Common Stock. The Warrant Shares have been duly and
validly authorized and reserved for issuance and, upon issuance pursuant to the terms of the Pre-Funded Warrants against full payment
therefor in accordance with the terms of the Pre-Funded Warrants, will be duly and validly issued, fully paid and non-assessable and will
be issued free and clear of any liens or other restrictions (other than those as provided in the Transaction Agreements or restrictions
on transfer under applicable state and federal securities laws), and the holder of the Warrant Shares shall be entitled to all rights
accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties made by the Investors in Section
4 , the offer and sale of the Securities to the Investors is and will be in compliance with applicable exemptions from (i) the registration
and prospectus delivery requirements of the Securities Act and (ii) the registration and qualification requirements of applicable securities
laws of the states of the United States.

 3.6 No
Conflict . The execution, delivery and performance of the Transaction Agreements by the Company,
the issuance and sale of the Securities and the consummation of the other transactions contemplated by the Transaction Agreements
will not (i) violate any provision of the Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws of the
Company, (ii) conflict with or result in a violation of or default (with or without notice or lapse of time, or both) under, or give
rise to a right of termination, cancellation or acceleration of any obligation, a change of control right or to a loss of a benefit
under any agreement or instrument, credit facility, franchise, license, judgment, order, statute, law, ordinance, rule or
regulations, applicable to the Company or any of its subsidiaries or their respective properties or assets, or
(iii) result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other
restriction of any court or governmental authority to which the Company or any of its subsidiaries is subject (including federal and
state securities laws and regulations) and the rules and regulations of any self-regulatory organization to which the Company or its
securities are subject, or by which any property or asset of the Company or any of its subsidiaries is bound or
affected, except, in the case of clauses (ii) and (iii), as would not, individually or in the aggregate, be reasonably expected
to have a Material Adverse Effect.

 6

 3.7 Consents .
Assuming the accuracy of the representations and warranties of the Investors, no consent, approval, authorization, filing with or order
of or registration with, any court or governmental agency or body is required in connection with the authorization, execution or delivery
by the Company of the Transaction Agreements, the issuance and sale of the Securities and the performance by the Company of its other
obligations under the Transaction Agreements, except such as (a) have been or will be obtained or made under the Securities Act or the
Exchange Act, (b) the filing of any requisite notices and/or application(s) to the National Exchange for the issuance and sale of the
Shares or the Warrant Shares and the listing of the Shares or the Warrant Shares for trading or quotation, as the case may be, thereon
in the time and manner required thereby, (c) customary post-closing filings with the SEC or pursuant to state securities laws in connection
with the offer and sale of the Shares or the Warrant Shares by the Company in the manner contemplated herein, which will be filed on a
timely basis, (d) the filing of the Registration Statement required pursuant to Section 5.12 , or (e) such that the failure of which
to obtain would not have a Material Adverse Effect. All notices, consents, authorizations, orders, filings and registrations which the
Company is required to deliver or obtain prior to the Closing pursuant to the preceding sentence have been obtained or made or will be
delivered or obtained or effected, and shall remain in full force and effect, on or prior to the Closing.

 3.8 SEC
Filings; Financial Statements .

 (a) The
Company has filed all forms, statements, certifications, reports and documents required to be filed by it with the SEC under Section 13,
14(a) and 15(d) of the Exchange Act for the one year preceding the date of this Agreement (or for such shorter period that the Company
was required to file such reports). As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date
of this Agreement, then on the date of such filing), each of the filed SEC Reports complied in all material respects with the applicable
requirements of the Exchange Act, and, as of the time they were filed, none of the filed SEC Reports contained any untrue statement of
a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein,
in light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments from the SEC
staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports are the subject of an ongoing SEC review.

 (b) The financial
statements of the Company included in the SEC Reports (collectively, the “ Financial Statements ”) comply in all
material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect
at the time of filing (or to the extent corrected by a subsequent restatement) and fairly present in all material respects the
consolidated financial position of the Company as of the dates indicated, and the results of its operations and cash flows for the
periods therein specified, all in accordance with United States generally accepted accounting principles (“ GAAP ”)
(except as otherwise noted therein, and in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC, and
except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end
adjustments) applied on a consistent basis throughout the periods therein specified (unless otherwise noted therein). Except as set
forth in the Financial Statements filed prior to the date of this Agreement, the Company has not incurred any liabilities,
contingent or otherwise, except (i) those incurred in the ordinary course of business, consistent with past practices since the date
of such financial statements or (ii) liabilities not required under GAAP to be reflected in the Financial Statements, in either
case, none of which, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse
Effect.

 7

 3.9 Absence
of Changes . Between February 2, 2024 and the date of this Agreement, (a) the Company has conducted its
business only in the ordinary course of business and there have been no material transactions entered into by the Company that have not
been disclosed in the SEC Reports (except for the execution and performance of this Agreement and the discussions, negotiations and transactions
related thereto); (b) no material change to any material contract or arrangement by which the Company is bound or to which any of its
assets or properties is subject has been entered into that has not been disclosed in the SEC Reports; and (c) there has not been any other
event or condition of any character that has had or would reasonably be expected to have a Material Adverse Effect; provided, however,
that none of the following will be deemed in themselves, either alone or in combination, to constitute, and that none of the following
will be taken into account in determining whether there has been or will be, a Material Adverse Effect under this Section 3.9 :

 (i) any
change generally affecting the economy, financial markets or political, economic or regulatory conditions in the United States or any
other geographic region in which the Company conducts business, provided that the Company is not disproportionately affected thereby;

 (ii) general
financial, credit or capital market conditions, including interest rates or exchange rates, or any changes therein, provided that the
Company is not disproportionately affected thereby;

 (iii) any
change that generally affects industries in which the Company and its subsidiaries conduct business, provided that the Company is not
disproportionately affected thereby;

 (iv) earthquakes,
hurricanes, tsunamis, tornadoes, floods, mudslides, fires or other natural disasters, weather conditions, global pandemics, including
the COVID-19 pandemic and related strains, epidemic or similar health emergency, and other force majeure events in the United States or
any other location, provided that the Company is not disproportionately affected thereby;

 (v) national
or international political or social conditions (or changes in such conditions), whether or not pursuant to the declaration of a national
emergency or war, or the occurrence of any military or terrorist attack, provided that the Company is not disproportionately affected
thereby;

 (vi) material
changes in laws after the date of this Agreement; and

 (vii) in
and of itself, any material failure by the Company to meet any published or internally prepared estimates of revenues, expenses, earnings
or other economic performance for any period ending on or after the date of this Agreement (it being understood that the facts and circumstances
giving rise to such failure may be deemed to constitute, and may be taken into account in determining whether there has been, a Material
Adverse Effect to the extent that such facts and circumstances are not otherwise described in clauses (i)-(v) of this definition).

 3.10 Absence of
Litigation . There is no action, suit, proceeding, arbitration, claim, investigation, charge,
complaint or inquiry pending or, to the Company’s knowledge, threatened against the Company or any of its subsidiaries which,
individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect, nor are there any
orders, writs, injunctions, judgments or decrees outstanding of any court or government agency or instrumentality and binding upon
the Company or any of its subsidiaries that have had or would reasonably be expected to have a Material Adverse Effect. Neither
the Company nor any subsidiary, nor to the knowledge of the Company, any director or officer of the Company or any subsidiary, is,
or since February 2, 2024, has been, the subject of any action involving a claim of violation of or liability under
federal or state securities laws relating to the Company or such subsidiary or a claim of breach of fiduciary duty relating to the
Company or such subsidiary.

 8

 3.11 Compliance
with Law; Permits . Neither the Company nor any of its subsidiaries is in violation of, or has received
any notices of violations with respect to, any laws, statutes, ordinances, rules or regulations of any governmental body, court or government
agency or instrumentality, except for violations which, individually or in the aggregate, have not had and would not reasonably be expected
to have a Material Adverse Effect. The Company and its subsidiaries have all required licenses, permits, certificates and other authorizations
(collectively, “ Governmental Authorizations ”) from such federal, state or local government or governmental agency,
department or body that are currently necessary for the operation of the business of the Company and its subsidiaries as currently conducted,
except where the failure to possess currently such Governmental Authorizations has not had and is not reasonably expected to have a Material
Adverse Effect. Neither the Company nor any subsidiary has received any written notice regarding any revocation or material modification
of any such Governmental Authorization, which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or
finding, has or would reasonably be expected to result in a Material Adverse Effect.

 3.12 Intellectual
Property . The Company and its subsidiaries own, or have rights to use, all material inventions, patent
applications, patents, trademarks, trade names, service names, service marks, copyrights, trade secrets, know how (including unpatented
and/or unpatentable proprietary or confidential information, systems or procedures) and other intellectual property as described in the
SEC Reports necessary for, or used in the conduct of their respective businesses (including as described in the SEC Reports) (collectively,
“ Intellectual Property ”), except where any failure to own, possess or acquire such Intellectual Property has not had,
and would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Intellectual Property of
the Company and its subsidiaries has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or
in part. To the Company’s knowledge: (i) except as set forth in the SEC Reports, there are no third parties who have rights to any
Intellectual Property, including no liens, security interests, or other encumbrances; and (ii) there is no infringement by third parties
of any Intellectual Property, except, in each case, which, individually or in the aggregate, have not had and would not reasonably be
expected to have a Material Adverse Effect. No action, suit, or other proceeding is pending, or, to the Company’s knowledge, is
threatened: (A) challenging the Company’s or its subsidiaries’ rights in or to any Intellectual Property; (B) challenging
the validity, enforceability or scope of any Intellectual Property; or (C) alleging that the Company or any of its subsidiaries infringes,
misappropriates, or otherwise violates any patent, trademark, trade name, service name, copyright, trade secret or other proprietary rights
of others, except, in each case, which, individually or in the aggregate, have not had and would not reasonably be expected to have a
Material Adverse Effect. The Company and its subsidiaries have complied in all material respects with the terms of each agreement pursuant
to which Intellectual Property has been licensed to the Company or any of its subsidiaries in all material respects, and to the Company’s
knowledge all such agreements are in full force and effect. To the Company’s knowledge, there are no material defects in any of
the patents or patent applications included in the Intellectual Property. The Company and its subsidiaries have taken all reasonable steps
to protect, maintain and safeguard their Intellectual Property.

 3.13 Employee
Benefits . Except as would not be reasonably likely to result in a Material Adverse Effect, each
Benefit Plan has been established and administered in accordance with its terms and in compliance with the applicable provisions of
ERISA, the Code, the Patient Protection and Affordable Care Act of 2010, as amended, and other applicable laws, rules and
regulations. The Company and its subsidiaries are in compliance with all applicable federal, state and local laws, rules and
regulations regarding employment, except for any failures to comply that are not reasonably likely, individually or in the
aggregate, to have a Material Adverse Effect. There is no labor dispute, strike or work stoppage against the Company or its
subsidiaries pending or, to the knowledge of the Company, threatened which may interfere with the business activities of the
Company, except where such dispute, strike or work stoppage is not reasonably likely, individually or in the aggregate, to have a
Material Adverse Effect.

 9

 3.14 Taxes .
The Company and its subsidiaries have filed all federal, state and foreign income Tax Returns and other Tax Returns required to have been
filed under applicable law (or extensions have been duly obtained) and have paid all Taxes required to have been paid by them, except
for those which are being contested in good faith and except where failure to file such Tax Returns or pay such Taxes would not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect. No assessment in connection with United States federal
tax returns has been made against the Company. The charges, accruals and reserves on the books of the Company in respect of any income
and corporation tax liability for any years not finally determined are adequate to meet any assessments or reassessments for additional
income tax for any years not finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Effect.
No audits, examinations, or other proceedings with respect to any material amounts of Taxes of the Company and its subsidiaries are presently
in progress or have been asserted or proposed in writing without subsequently being paid, settled or withdrawn. There are no liens on
any of the assets of the Company. At all times since February 2, 2024, the Company has been and continues to be classified as a corporation
for U.S. federal income tax purposes. Neither the Company nor any of its subsidiaries has been a United States real property holding corporation
within the meaning of Code Section 897(c)-2 during the period specified in Code Section 897(c)(1)(A)(ii).

 3.15 Environmental
Laws . The Company and its subsidiaries (i) are in compliance with any and all applicable foreign,
federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic
substances or wastes, pollutants or contaminants (“ Environmental Laws ”), (ii) have received all permits and other
Governmental Authorizations required under applicable Environmental Laws to conduct their business and (iii) are in compliance with
all terms and conditions of any such permit, license or approval, except where such noncompliance with Environmental Laws, failure to
receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or
approvals would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Company nor
any of its subsidiaries has received since February 2, 2024, any written notice or other communication (in writing or otherwise), whether
from a governmental authority or other Person, that alleges that the Company or any subsidiary is not in compliance with any Environmental
Law and, to the knowledge of the Company, there are no circumstances that may prevent or interfere with the Company’s or any subsidiary’s
compliance in any material respects with any Environmental Law, except where such failure to comply would not reasonably be expected to
have a Material Adverse Effect.

 3.16 Title .
Each of the Company and its subsidiaries has good and marketable title to all personal property owned by it that is material to the business
of the Company, free and clear of all liens, encumbrances and defects except such as do not materially affect the value of such property
and do not interfere with the use made and proposed to be made of such property by the Company or its subsidiaries, as the case may be.
Any real property and buildings held under lease by the Company or its subsidiaries is held under valid, subsisting and enforceable leases
with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings
by the Company or its subsidiaries, as the case may be. The Company does not own any real property.

 3.17 Insurance .
The Company carries or is entitled to the benefits of insurance in such amounts and covering such risks that is customary for
comparably situated companies and is adequate for the conduct of its business and the value of its real and personal properties
(owned or leased) and tangible assets, and each of such insurance policies is in full force and effect and the Company is in
compliance in all material respects with the terms of such insurance policies. Other than customary end-of-policy notifications from
insurance carriers, since February 2, 2024, the Company has not received any notice or other communication regarding any
actual or possible: (i) cancellation or invalidation of any material insurance policy or (ii) refusal or denial of any coverage,
reservation of rights or rejection of any material claim under any insurance policy.

 10

 3.18 Nasdaq
Stock Market . The issued and outstanding shares of Common Stock are registered pursuant to Section 12(b)
of the Exchange Act and are listed for trading on Nasdaq Capital Market under the symbol “STI”. The Company is in compliance
with all listing requirements of Nasdaq applicable to the Company. As of the date of this Agreement, there is no suit, action, proceeding
or investigation pending or, to the knowledge of the Company, threatened against the Company by Nasdaq or the SEC, respectively, to prohibit
or terminate the listing of the Common Stock on the Nasdaq Capital Market or to deregister the Common Stock under the Exchange Act. The
Company has taken no action as of the date of this Agreement that is designed to terminate the registration of the Common Stock under
the Exchange Act.

 3.19 Sarbanes-Oxley
Act . The Company is, and since February 2, 2024 has been, in compliance in all material respects with
all applicable requirements of the Sarbanes-Oxley Act of 2002 and applicable rules and regulations promulgated by the SEC thereunder.

 3.20 Accounting
Controls . Except as set forth in the SEC Reports, the Company maintains a system of internal control
over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
GAAP, including policies and procedures sufficient to provide reasonable assurance (i) that the Company maintains records that in reasonable
detail accurately and fairly reflect the Company’s transactions and dispositions of assets, (ii) that transactions are recorded
as necessary to permit preparation of financial statements in accordance with GAAP, (iii) that receipts and expenditures are made only
in accordance with authorizations of management and the Board and (iv) regarding prevention or timely detection of the unauthorized acquisition,
use or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. Except
as disclosed in the Company’s SEC Reports filed prior to the date of this Agreement, the Company has not identified any material
weaknesses in the design or operation of the Company’s internal control over financial reporting. Based on an evaluation of the
Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, the Company’s
Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were not
effective as of March 31, 2026, because of certain material weaknesses in the Company’s internal control over financial reporting,
as disclosed in the SEC Reports. Notwithstanding these material weaknesses, the Company’s management concluded that the Company’s
condensed consolidated financial statements included in the SEC Reports fairly present, in all material respects, the Company’s
financial condition, results of operations and cash flows as of and for the periods presented in conformity with GAAP.

 3.21 Price
Stabilization of Common Stock . The Company has not taken, nor will it take, directly or indirectly,
any action designed to stabilize or manipulate the price of the Common Stock to facilitate the sale or resale of the Shares or the Warrant
Shares.

 3.22 Investment
Company Act . The Company is not, and immediately after receipt of payment for the Securities will not
be, an “investment company” within the meaning of the U.S. Investment Company Act of 1940, as amended.

 3.23 General
Solicitation; No Integration or Aggregation . Neither the Company nor any other person or entity
authorized by the Company to act on its behalf has engaged in a general solicitation or general advertising (within the meaning of
Regulation D of the Securities Act) of investors with respect to offers or sales of Securities pursuant to this Agreement.
The Company has not, directly or indirectly, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of,
any security (as defined in the Securities Act) which, to its knowledge, is or will be (i) integrated with the Securities sold
pursuant to this Agreement for purposes of the Securities Act or (ii) aggregated with
prior offerings by the Company for the purposes of the rules and regulations of the Nasdaq Capital Market . Assuming the
accuracy of the representations and warranties of the Investors set forth in Section 4 , neither the Company nor any of its
Affiliates, its subsidiaries nor any Person acting on their behalf has, directly or indirectly, made any offers or sales of any
Company security or solicited any offers to buy any Company security, under circumstances that would adversely affect reliance by
the Company on Section 4(a)(2) and/or Rule 506 of Regulation D promulgated thereunder for the exemption from registration for the
transactions contemplated hereby.

 11

 3.24 Brokers
and Finders . Other than the Placement Agent, neither the Company nor any other Person authorized by
the Company to act on its behalf has retained, utilized or been represented by any broker or finder in connection with the transactions
contemplated by this Agreement.

 3.25 Reliance
by the Investors . The Company has a reasonable basis for making each of the representations set forth
in this Section 3 . The Company acknowledges that each of the Investors will rely upon the truth and accuracy of, and the Company’s
compliance with, the representations, warranties, agreements, acknowledgements and understandings of the Company set forth herein.

 3.26 No
Disqualification Events . Neither the Company nor any of its (i) predecessors, (ii) Affiliates, (iii)
directors, (iv) executive officers, (v) non-executive officers participating in the placement contemplated by this Agreement, (vi) beneficial
owners of 20% or more of its outstanding voting equity securities (calculated on the basis of voting power), (vii) promoters or (viii)
investment managers (including any of such investment managers’ directors, executive officers or officers participating in the placement
contemplated by this Agreement) or general partners or managing members of such investment managers (including any of such general partners’
or managing members’ directors, executive officers or officers participating in the placement contemplated by this Agreement) (each,
an “ Issuer Covered Person ” and, together, “ Issuer Covered Persons ”) is subject to the disqualification
provisions of Rule 506(d)(1)(i-viii) of Regulation D under the Securities Act (a “ Disqualification Event ”). The Company
has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Investors a copy of
any disclosures provided thereunder.

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

 3.28 No
Additional Agreements . There are no agreements or understandings between the Company and any Investor
with respect to the transactions contemplated by the Transaction Agreements other than (i) as specified in the Transaction Agreements
and (ii) any side letter agreements with any of the Investors, which side letters the Company has shared with all Investors.

 3.29 Anti-Bribery and
Anti-Money Laundering Laws . Each of the Company, its subsidiaries and, to the knowledge of the
Company, any of their respective officers, directors, supervisors, managers, agents, or employees are and have at all times been in
compliance with and its participation in the offering will not violate: (A) anti-bribery laws, including but not limited to, any
applicable law, rule, or regulation of any locality, including but not limited to any law, rule, or regulation promulgated to
implement the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, signed
December 17, 1997, including the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act 2010, or any other
law, rule or regulation of similar purposes and scope or (B) anti-money laundering laws, including, but not limited to,
applicable federal, state, international, foreign or other laws, regulations or government guidance regarding anti-money laundering,
including, without limitation, Title 18 US. Code sections 1956 and 1957, the Patriot Act, the Bank Secrecy Act, and international
anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Action Task
Force on Money Laundering, of which the United States is a member and with which designation the United States representative to the
group or organization continues to concur, all as amended, and any executive order, directive, or regulation pursuant to the
authority of any of the foregoing, or any orders or licenses issued thereunder.

 12

 3.30 Cybersecurity .
(i)(x) To the knowledge of the Company, there has been no security breach or other compromise of or relating to any of the Company’s
or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective
customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively,
“ IT Systems and Data ”) and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of
any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data,
in each case, except as could not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect; (ii) the
Company and the Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations
of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy
and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation
or modification, except as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries
have implemented and maintained commercially reasonable safeguards to maintain and protect its material confidential information and the
integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented
backup and disaster recovery technology consistent with industry standards and practices.

 3.31 Compliance
with Data Privacy Laws . The Company and its subsidiaries are, and at all prior times were, in material
compliance with all applicable state, federal and foreign data privacy and security laws and regulations regarding the collection, use,
storage, retention, disclosure, transfer, disposal, or any other processing (collectively “ Process ” or “ Processing ”)
of Personal Data, including without limitation HIPAA, the EU General Data Protection Regulation (“ GDPR ”) (Regulation
(EU) No. 2016/679), all other local, state, federal, national, supranational and foreign laws relating to the regulation of the Company
or its subsidiaries, and the regulations promulgated pursuant to such statutes and any state or non-U.S. counterpart thereof (collectively,
the “ Privacy Laws ”). To ensure material compliance with the Privacy Laws, the Company and its subsidiaries have in
place, comply with, and take all appropriate steps necessary to ensure compliance in all material respects with their policies and procedures
relating to data privacy and security, and the Processing of Personal Data and Confidential Data (the “ Privacy Statements ”).
The Company and its subsidiaries have, except as would not reasonably be expected, individually or in the aggregate, to result in a Material
Adverse Effect, at all times since inception provided accurate notice of their Privacy Statements then in effect to its customers, employees,
third party vendors and representatives. None of such disclosures made or contained in any Privacy Statements have been materially inaccurate,
misleading, incomplete, or in material violation of any Privacy Laws.

 3.32 Transactions
with Affiliates and Employees . No relationship, direct or indirect, exists between or among the Company,
on the one hand, and the directors, officers, stockholders, customers or suppliers of the Company, on the other hand, that is required
to be described in the SEC Reports that is not so described.

 13

 3.33 Solvency .
Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt by the
Company of the proceeds from the sale of the Securities hereunder, (i) the fair saleable value of the Company’s assets
exceeds the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities
(including known contingent liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small
capital to carry on its business as now conducted and as proposed to be conducted including its capital needs taking into account
the particular capital requirements of the business conducted by the Company, consolidated and projected capital requirements and
capital availability thereof, and (iii) the current cash flow of the Company, together with the proceeds the Company would receive,
were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all
amounts on or in respect of its liabilities when such amounts are required to be paid. The Company does not intend to incur debts
beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in
respect of its debt). The Company has no knowledge of any facts or circumstances which lead it to believe that it will file for
reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date.
The SEC Reports set forth as of the date hereof all outstanding secured and unsecured indebtedness of the Company, or for which the
Company has commitments. Neither the Company nor any of its subsidiaries is in default with respect to any such indebtedness.

 3.34 OFAC .
Neither the Company nor any of its subsidiaries nor, to the Company’s knowledge, any director, officer, agent, employee or Affiliate
of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control
of the U.S. Treasury Department.

 3.35 U.S.
Real Property Holding Corporation . The Company is not and has never been a U.S. real property holding
corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon
any Investor’s request.

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

 3.37 Accountants .
To the knowledge and belief of the Company, the Company’s current independent registered public accounting firm (i) is a registered
public accounting firm as required by the Exchange Act and (ii) shall express its opinion with respect to the financial statements to
be included in the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2026.

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

 14

 4. Representations
and Warranties of Each Investor . Each Investor, severally for itself and not jointly with any other Investor, represents and warrants
to the Company and the Placement Agent that the statements contained in this Section 4 are true and correct as of the date of this
Agreement and the Closing Date:

 4.1 Organization .
The Investor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has the
requisite power and authority to own, lease and operate its properties and to carry on its business as now conducted.

 4.2 Authorization .
The Investor has all requisite corporate or similar power and authority to enter into this Agreement and the other Transaction Agreements
to which it will be a party and to carry out and perform its obligations hereunder and thereunder. All corporate, member or partnership
action on the part of such Investor or its stockholders, members or partners necessary for the authorization, execution, delivery and
performance of this Agreement and the other Transaction Agreements to which it will be a party and the consummation of the other transactions
contemplated in this Agreement has been taken. The execution, delivery and performance by such Investor of the Transaction Agreements
to which such Investor is a party has been duly authorized and each has been duly executed. Assuming this Agreement constitutes the legal
and binding agreement of the Company, this Agreement constitutes a legal, valid and binding obligation of such Investor, enforceable against
such Investor in accordance with its respective terms, except as such enforceability may be limited or otherwise affected by bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and/or similar laws relating to or affecting the rights of creditors generally
or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

 4.3 No
Conflicts . The execution, delivery and performance of the Transaction Agreements by the Investor, the
purchase of the Securities in accordance with their terms and the consummation by the Investor of the other transactions contemplated
hereby will not conflict with or result in any violation of, breach or default by such Investor (with or without notice or lapse of time,
or both) under, conflict with, or give rise to a right of termination, cancellation or acceleration of any obligation, a change of control
right or to a loss of a material benefit under (i) any provision of the organizational documents of the Investor, including, without limitation,
its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable or (ii)
any agreement or instrument, undertaking, credit facility, franchise, license, judgment, order, ruling, statute, law, ordinance, rule
or regulations, applicable to such Investor or its respective properties or assets, except, in the case of clause (ii), as would not,
individually or in the aggregate, be reasonably expected to materially delay or hinder the ability of the Investor to perform its obligations
under the Transaction Agreements.

 4.4 Residency .
The Investor’s residence (if an individual) or offices in which its investment decision with respect to the Securities was made
(if an entity) are located at the address immediately below the Investor’s name on such Investor’s signature page hereto,
except as otherwise communicated by the Investor to the Company.

 4.5 Brokers
and Finders . The Investor has not retained, utilized or been represented by any broker or finder in
connection with the transactions contemplated by this Agreement whose fees the Company would be required to pay.

 15

 4.6 Investment
Representations and Warranties . The Investor hereby represents and warrants that, it (i) as of the
date of this Agreement is, if an entity, a “qualified institutional buyer” (as defined in Rule 144A under the Securities
Act) or an institutional “accredited investor” as that term is defined in Rule 501(a) under Regulation D promulgated
pursuant to the Securities Act; or (ii) if an individual, is an “accredited investor” as that term is defined in Rule
501(a) of Regulation D of the Securities Act and has such knowledge and experience in financial and business matters as to be
able to protect its own interests in connection with an investment in the Securities. The Investor further represents and warrants
that (x) it is capable of evaluating the merits and risk of such investment, and (y) that it has not been organized for the purpose
of acquiring the Securities and is an “institutional account” as defined by FINRA Rule 4512(c). The Investor understands
and agrees that the offering and sale of the Securities has not been registered under the Securities Act or any applicable state
securities laws and is being made in reliance upon federal and state exemptions for transactions not involving a public offering
which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s
representations as expressed herein.

 4.7 Intent .
The Investor is purchasing the (i) Securities and (ii) to the extent the Investor is purchasing Pre-Funded Warrants, upon exercise thereof
will acquire the Warrant Shares issuable upon exercise of such Pre-Funded Warrants, solely for the Investor’s own account and not
for the account of others, and not with a view to the resale or distribution of any part thereof in violation of the Securities Act, and
the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the
Securities Act without prejudice, however, to the Investor’s right at all times to sell or otherwise dispose of all or any part
of such Securities and Warrant Shares in compliance with applicable federal and state securities laws. Notwithstanding the foregoing,
if the Investor is purchasing the Securities or acquiring Warrant Shares issuable upon exercise of the Pre-Funded Warrants as a fiduciary
or agent for one or more investor accounts, the Investor has full investment discretion with respect to each such account, and the full
power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account.
The Investor has no present arrangement to sell the Securities or the Warrant Shares to or through any person or entity. The Investor
understands that the Securities must be held indefinitely unless such Securities and Warrant Shares are resold pursuant to a registration
statement under the Securities Act or an exemption from registration is available. Nothing contained herein shall be deemed a representation
or warranty by the Investor to hold the Securities or the Warrant Shares for any period of time.

 4.8 Investment
Experience; Ability to Protect Its Own Interests and Bear Economic Risks . The Investor acknowledges
that it can bear the economic risk and complete loss of its investment in the Securities and has knowledge and experience in finance,
securities, taxation, investments and other business matters as to be capable of evaluating the merits and risks of investments of the
kind described in this Agreement and contemplated hereby, and the Investor has had an opportunity to seek, and has sought, such accounting,
legal, business and tax advice as the Investor has considered necessary to make an informed investment decision. The Investor acknowledges
that the Investor (i) is a sophisticated investor, experienced in investing in private placements of equity securities and capable of
evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security
or securities and (ii) has exercised independent judgment in evaluating its participation in the purchase of the Securities. The Investor
acknowledges that the Investor is aware that there are substantial risks incident to the purchase and ownership of the Securities, including
those set forth in the Company’s filings with the SEC. Alone, or together with any professional advisor(s), the Investor has adequately
analyzed and fully considered the risks of an investment in the Securities and determined that the Securities are a suitable investment
for the Investor. The Investor is, at this time and in the foreseeable future, able to afford the loss of the Investor’s entire
investment in the Securities and the Investor acknowledges specifically that a possibility of total loss exists.

 4.9 Independent
Investment Decision . The Investor understands that nothing in the Transaction Agreements or any other
materials presented by or on behalf of the Company to the Investor in connection with the purchase of the Securities constitutes legal,
tax or investment advice. The Investor has consulted such legal, tax and investment advisors as it, in such Investor’s sole discretion,
has deemed necessary or appropriate in connection with its purchase of the Securities.

 16

 4.10 Securities
Not Registered; Legends . The Investor acknowledges and agrees that the Securities are being offered
in a transaction not involving any public offering within the meaning of the Securities Act, and the Investor understands that the Securities
have not been registered under the Securities Act, by reason of their issuance by the Company in a transaction exempt from the registration
requirements of the Securities Act, and that the Securities and the Warrant Shares must continue to be held and may not be offered, resold,
transferred, pledged or otherwise disposed of by the Investor unless a subsequent disposition thereof is registered under the Securities
Act or is exempt from such registration and in each case in accordance with any applicable securities laws of any state of the United
States. The Investor understands that the exemptions from registration afforded by Rule 144 (the provisions of which are known to it)
promulgated under the Securities Act depend on the satisfaction of various conditions including, but not limited to, the time and manner
of sale, the holding period and on requirements relating to the Company which are outside of the Investor’s control and which the
Company may not be able to satisfy, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts. The Investor
acknowledges and agrees that it has been advised to consult legal counsel prior to making any offer, resale, transfer, pledge or disposition
of any of the Securities or Warrant Shares. The Investor acknowledges that no federal or state agency has passed upon or endorsed the
merits of the offering of the Securities or Warrant Shares or made any findings or determination as to the fairness of this investment.

 The Investor understands that
any certificates or book entry notations evidencing the Securities and Warrant Shares may bear one or more legends in substantially the
following form and substance:

 “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.
THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED
FOR SALE PURSUANT TO THE SECURITIES ACT, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144, (III) THE COMPANY HAS RECEIVED AN OPINION
OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT, OR (IV)
THE SECURITIES ARE TRANSFERRED WITHOUT CONSIDERATION TO AN AFFILIATE OF SUCH HOLDER OR A CUSTODIAL NOMINEE (WHICH FOR THE AVOIDANCE OF
DOUBT SHALL REQUIRE NEITHER CONSENT NOR THE DELIVERY OF AN OPINION).”

 In addition, the Securities
and Warrant Shares may contain a legend regarding affiliate status of the Investor, if applicable.

 4.11 No General
Solicitation . The Investor acknowledges and agrees that the Investor is purchasing the Securities
directly from the Company. Investor became aware of this offering of the Securities solely by means of direct contact from the
Placement Agent or directly from the Company as a result of a pre-existing, substantive relationship with the Company or the
Placement Agent, and/or their respective advisors (including, without limitation, attorneys, accountants, bankers, consultants and
financial advisors), agents, control persons, representatives, affiliates, directors, officers, managers, members, and/or employees,
and/or the representatives of such persons. The Securities were offered to Investor solely by direct contact between Investor and
the Company, the Placement Agent and/or their respective representatives. Investor did not become aware of this offering of the
Securities, nor were the Securities offered to Investor, by any other means, and none of the Company, the Placement Agent and/or
their respective representatives acted as investment advisor, broker or dealer to Investor. The Investor is not purchasing the
Securities as a result of any general or public solicitation or general advertising, or publicly disseminated advertisement,
article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or
broadcast over television, radio or the internet or presented at any seminar or any other general solicitation or general
advertisement, including any of the methods described in Section 502(c) of Regulation D under the Securities Act.

 17

 4.12 Access
to Information . The Investor acknowledges and agrees that the Investor and the Investor’s professional
advisor(s), if any, have had the opportunity to ask such questions, receive such answers and obtain such information from the Company
regarding the Company, its business and the terms and conditions of the offering of the Securities as the Investor and the Investor’s
professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Securities and that the Investor
has independently made its own analysis and decision to invest in the Company. Neither such inquiries nor any other due diligence investigation
conducted by the Investor shall modify, limit or otherwise affect the Investor’s right to rely on the Company’s representations
and warranties contained in this Agreement.

 4.13 Certain
Trading Activities . Other than consummating the transaction contemplated hereby, the Investor has not,
nor has any Person acting on behalf of or pursuant to any understanding with the Investor, directly or indirectly executed any purchases
or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that the Investor was first
contacted by the Company or any other Person regarding the transaction contemplated hereby and ending immediately prior to the date of
this Agreement. Notwithstanding the foregoing, in the case of an Investor that is a multi-managed investment vehicle whereby separate
portfolio managers manage separate portions of such Investor’s assets and the portfolio managers have no direct knowledge of the
investment decisions made by the portfolio managers managing other portions of such Investor’s assets, the representation set forth
above shall only apply with respect to the portion of the assets managed by the portfolio manager that made the investment decision to
purchase the Securities covered by this Agreement. Other than to other Persons party to this Agreement and to its advisors and agents
who had a need to know such information, the Investor has maintained the confidentiality of all disclosures made to it in connection with
this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing, for avoidance of doubt, nothing
contained herein shall constitute a representation or warranty, or preclude any actions, with respect to the identification of the availability
of, or securing of, available shares to borrow in order to effect Short Sales or similar transactions in the future.

 4.14 Disqualification
Event . To the extent the Investor is one of the covered persons identified in Rule 506(d)(1), the Investor
represents that no Disqualification Event is applicable to the Investor or any of its Rule 506(d) Related Parties (as defined below),
except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable. The Investor hereby
agrees that it shall notify the Company promptly in writing in the event a Disqualification Event becomes applicable to the Investor or
any of its Rule 506(d) Related Parties, except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or
(d)(3) is applicable. For purposes of this Section, “ Rule 506(d) Related Party ” means a person or entity that is a
beneficial owner of the Investor’s securities for purposes of Rule 506(d) of the Securities Act.

 5. Covenants .

 5.1 Further
Assurances . Each party agrees to cooperate with each other and their respective officers,
employees, attorneys, accountants and other agents, and, generally, do such other reasonable acts and things in good faith as may be
necessary to effectuate the intents and purposes of this Agreement, subject to the terms and conditions of this Agreement and
compliance with applicable law, including taking reasonable action to facilitate the filing of any document or the taking of
reasonable action to assist the other parties hereto in complying with the terms of this Agreement. The Investor acknowledges that
the Company and the Placement Agent will rely on the acknowledgments, understandings, agreements, representations and
warranties contained in this Agreement. Prior to the Closing, the Investor agrees to promptly notify the Company if any of the
acknowledgments, understandings, agreements, representations and warranties set forth in Section 4
of this Agreement are no longer accurate.

 18

 5.2 Listing .
The Company shall use commercially reasonable efforts to maintain the listing and trading of its Common Stock on the Nasdaq Capital Market
and, in accordance therewith, will use reasonable best efforts to comply in all material respects with the Company’s reporting,
filing and other obligations under the rules and regulations of Nasdaq.

 5.3 Disclosure
of Transactions . The Company shall, by 9:00 a.m., New York City time, on the first (1st) Business Day
immediately following the date of this Agreement, file with the SEC a Current Report on Form 8-K (including all exhibits thereto, the
“ Disclosure Document ”) disclosing (i) all material terms of the transactions contemplated hereby and by the other Transaction
Agreements and attaching this Agreement and the other Transaction Agreements as exhibits to such Disclosure Document, and (ii) all material
non-public information (if any) concerning the Company disclosed to the Investors. Following the filing of the Disclosure Document, no
Investor shall be in possession of any material non-public information concerning the Company disclosed to the Investors by the Company
or its representatives. The Company understands and confirms that the Investors will rely on the foregoing representation in effecting
securities transactions. Notwithstanding anything in this Agreement to the contrary, the Company shall not publicly disclose the name
of any Investor or any of its affiliates or advisers, or include the name of any Investor or any of its affiliates or advisers in any
press release or filing with the SEC (other than any registration statement contemplated by Section 5.12) or any regulatory agency, without
the prior written consent of the Investor, except (i) as required by the federal securities law in connection with (A) any registration
statement contemplated by Section 5.12 of this Agreement) and (B) the filing of final Transaction Agreements with the SEC or pursuant
to other routine proceedings of regulatory authorities, or (ii) to the extent such disclosure is required by law, at the request of the
staff of the SEC or regulatory agency or under the regulations of the Nasdaq Capital Market.

 5.4 Integration .
The Company shall not, and shall use its commercially reasonable efforts to ensure that no Affiliate of the Company shall, sell, offer
for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that
will be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of
the sale of the Securities to the Investors, or that will be integrated with the offer or sale of the Securities for purposes of the rules
and regulations of any National Exchange such that it would require stockholder approval prior to the closing of such other transaction
unless stockholder approval is obtained before the closing of such subsequent transaction.

 5.5 Removal
of Legends .

 (a) In
connection with any sale, assignment, transfer or other disposition of the Shares or Warrant Shares by an Investor pursuant to Rule 144
or pursuant to any other exemption under the Securities Act such that the purchaser acquires freely tradable shares and upon compliance
by the Investor with the requirements of this Agreement, if requested by the Investor by notice to the Company, the Company shall request
the Transfer Agent to remove any restrictive legends related to the book entry account holding such shares and make a new, unlegended
entry for such book entry shares sold or disposed of without restrictive legends as soon as reasonably practicable following any such
request therefor from the Investor, provided that the Company has timely received from the Investor customary representations and other
documentation reasonably acceptable to the Company in connection therewith. The Company shall be responsible for the fees of its Transfer
Agent and its legal counsel associated with such legend removal.

 19

 (b) Subject
to receipt from the Investor by the Company and the Transfer Agent of customary representations and other documentation reasonably acceptable
to the Company and the Transfer Agent in connection therewith, upon the earliest of such time as the Shares or Warrant Shares (i) have
been registered under the Securities Act pursuant to an effective registration statement; (ii) have been sold pursuant to Rule 144, or
(iii) are eligible for resale under Rule 144(b)(1) without the requirement for the Company to be in compliance with the current public
information requirements under Rule 144(c)(1) (or any successor provision), the Company shall, in accordance with the provisions of this
 Section 5.5(b) and as soon as reasonably practicable following any request therefor from an Investor accompanied by such customary
and reasonably acceptable documentation referred to above, (A) deliver to the Transfer Agent irrevocable instructions that the Transfer
Agent shall make a new, unlegended entry for such book entry shares, and (B) cause its counsel to deliver to the Transfer Agent one or
more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act if required
by the Transfer Agent to effect the removal of the legend in accordance with the provisions of this Agreement.

 5.6 Withholding
Taxes . Each Investor agrees to furnish the Company with any information, representations and forms as
shall reasonably be requested by the Company from time to time to assist the Company in complying with any applicable tax law (including
any withholding obligations).

 5.7 Fees
and Commissions . The Company shall be solely responsible for the payment of any placement agent’s
fees, financial advisory fees, or broker’s commissions (other than for Persons engaged by an Investor) relating to or arising out
of the transactions contemplated hereby, including, without limitation, any fees or commissions payable to the Placement Agent.

 5.8 No
Conflicting Agreements . The Company will not take any action, enter into any agreement or make any commitment
that would conflict or interfere in any material respect with the Company’s obligations to the Investors under the Transaction Agreements.

 5.9 Indemnification.

 (a) The
Company agrees to indemnify and hold harmless each Investor and its Affiliates, and their respective directors, officers, trustees, members,
managers, employees, investment advisers and agents (collectively, the “ Indemnified Persons ”), from and against any
and all losses, claims, damages, liabilities and expenses (including without limitation reasonable and documented attorney fees and disbursements
and other documented out-of-pocket expenses reasonably incurred in connection with investigating, preparing or defending any action, claim
or proceeding, pending or threatened and the costs of enforcement thereof) to which such Person may become subject as a result of any
breach of representation, warranty, covenant or agreement made by or to be performed on the part of the Company under the Transaction
Agreements, and will reimburse any such Person for all such amounts as they are incurred by such Person solely to the extent such amounts
have been finally judicially determined not to have resulted from such Person’s fraud or willful
misconduct.

 (b) Any person entitled
to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it
seeks indemnification and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party; provided that any person entitled to indemnification hereunder shall have the right to employ
separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense
of such person unless (a) the indemnifying party has agreed in writing to pay such fees or expenses, (b) the indemnifying party
shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such person or (c) in the
reasonable judgment of any such person, based upon written advice of its counsel, a conflict of interest exists between such person
and the indemnifying party with respect to such claims (in which case, if the person notifies the indemnifying party in writing that
such person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the
right to assume the defense of such claim on behalf of such person); and provided, further, that the failure of any indemnified
party to give written notice as provided herein shall not relieve the indemnifying party of its obligations hereunder, except to the
extent that such failure to give notice shall materially adversely affect the indemnifying party in the defense of any such claim or
litigation. It is understood that the indemnifying party shall not, in connection with any proceeding in the same jurisdiction, be
liable for fees or expenses of more than one separate firm of attorneys at any time for all such indemnified parties. No
indemnifying party will, except with the consent of the indemnified party, which consent shall not be unreasonably withheld,
conditioned or delayed, consent to entry of any judgment or enter into any settlement unless such
judgment or settlement (i) imposes no liability or obligation on, (ii) includes as an unconditional term thereof the giving of a
complete, explicit and unconditional release from the party bringing such indemnified claims of all liability of the indemnified
party in respect of such claim or litigation in favor of, and (iii) does not include any admission of fault, culpability,
wrongdoing, or wrongdoing or malfeasance by or on behalf of, the indemnified party. No indemnified party will, except with the
consent of the indemnifying party, which consent shall not be unreasonably withheld, conditioned or delayed, consent to entry of any
judgment or enter into any settlement.

 20

 5.10 Subsequent
Equity Sales . From the date of this Agreement until forty-five (45) days following the effective date
of the Registration Statement (as defined in Section 5.12 ), without prior written consent of the Investors, the Company shall not
(A) issue shares of Common Stock or Common Stock Equivalents, (B) effect a reverse stock split, recapitalization, share consolidation,
reclassification or similar transaction affecting the outstanding Common Stock or (C) file with the SEC a registration statement under
the Securities Act relating to any shares of Common Stock or Common Stock Equivalents, except pursuant to the terms of Section 5.12 .
Notwithstanding the foregoing, the provisions of this Section 5.10 shall not apply to the filing of any post-effective amendment
to maintain the effectiveness of a registration statement under the Securities Act that has previously been filed as of the date of this
Agreement or to an “Exempt Issuance” which shall mean: (i) the issuance of the Securities, the Warrant Shares, any warrants
issued to the Placement Agent in connection with the transactions contemplated hereunder and any shares of Common Stock underlying any
such warrants, (ii) the issuance of Common Stock or Common Stock Equivalents upon the conversion, exercise or vesting of any securities
of the Company outstanding on the date of this Agreement or outstanding pursuant to clause (iii) below, (iii) the issuance of any Common
Stock or Common Stock Equivalents pursuant to any Company stock-based compensation plans or in accordance with Nasdaq Stock Market Rule
5635(c)(4), or (iv) the filing of a registration statement on Form S-8 under the Securities Act to register the offer and sale of securities
on an equity incentive plan or employee stock purchase plan.

 5.11 Reservation
of Common Stock . As of the date of this Agreement, the Company has reserved and the Company shall continue
to reserve and keep available at all times, free of preemptive rights, a sufficient number of shares of Common Stock for the purpose of
enabling the Company to issue the Warrant Shares that are issuable upon the exercise of the Pre-Funded Warrants.

 5.12 Registration
Statement

 (a) As soon as
practicable (and in any event within fifteen (15) calendar days of the Closing Date (the “ Filing Deadline ”)), the
Company shall file a registration statement on Form S-1 or Form S-3, if the Company is eligible to use Form S-3 (the
“ Registration Statement ”) providing for the resale by the Investors of the Shares and the Warrant Shares issued
pursuant to this Agreement. The Company shall allow the Investors to review the Registration Statement prior to its filing and
cooperate, reasonably and in good faith, with, and take such customary actions as may reasonably be requested by the Investors,
consistent with the terms of this Agreement, in connection with the registration of the Shares and the Warrant Shares. The Company
shall use commercially reasonable efforts to cause such registration to become effective as soon as practicable following the filing
thereof (and in any event within (x) fifteen (15) calendar days of the Filing Deadline if such registration is not subject to a full
review by the SEC and (y) sixty (60) calendar days of the Filing Deadline if such registration is subject to a full review by the
SEC (the “ Effectiveness Deadline ”)) and to keep such Registration Statement
effective, and to keep the applicable Registration Statement or any subsequent registration statement free of any material
misstatements or omissions at all times until the Investors do not own any Shares or Warrant Shares issued pursuant to this
Agreement.

 21

 (b) If
a Registration Statement covering the Shares and the Warrant Shares is not filed with the SEC on or prior to the Filing Deadline or the
SEC has not declared the Registration Statement effective by the Effectiveness Deadline, the Company will make pro rata payments to each
Investor then holding the Shares and/or Pre-Funded Warrants, as liquidated damages and not as a penalty, in an amount equal to one-half
of one percent (0.5%) of the aggregate Subscription Amount for such Investor for each 30-day period (or pro rata for any portion thereof)
during which such failure continues, commencing on (i) the day following the Filing Deadline, in the case of a failure to file, or (ii)
the day following the Effectiveness Deadline, in the case of a failure to have the Registration Statement declared effective, as applicable;
provided, that the aggregate liquidated damages paid by the Company pursuant to this Section 5.12(b) shall not exceed two percent (2.0%)
of the aggregate Subscription Amount for such Investor. Such payments shall be made to each Investor then holding the Shares, Warrant
Shares or Pre-Funded Warrants in cash no later than ten (10) Business Days after the end of each such 30-day period (pro rata for any
portion thereof) until such Registration Statement is filed and/or effective with respect to the Shares and the Warrant Shares. Interest
shall accrue at the rate of one percent (1.0%) per month on any such liquidated damages payments that shall not be paid by the applicable
payment date until such amount is paid in full.

 (c) The
Company shall advise the Investors as promptly as practicable, but in no event later than within one (1) Business Day: (i) when a Registration
Statement or any amendment thereto has been filed with the SEC and when such Registration Statement or any post-effective amendment thereto
has become effective; (ii) of any request by the SEC for amendments or supplements to any Registration Statement or the prospectus included
therein or for additional information; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of any Registration
Statement or the initiation of any proceedings for such purpose; (iv) of the receipt by the Company of any notification with respect to
the suspension of the qualification of the Shares or Warrant Shares included therein for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose; and (v) subject to the provisions in this Agreement, of the occurrence of any event that
requires the making of any changes in any Registration Statement or prospectus so that, as of such date, the statements therein are not
misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the
case of a prospectus, in the light of the circumstances under which they were made) not misleading. Notwithstanding anything to the contrary
set forth herein, the Company shall not, when so advising the Investors of such events, provide any Investor with any material, non-public
information regarding the Company other than to the extent that providing notice to the Investors of the occurrence of the events listed
in clauses (i) through (v) above may constitute material, non-public information regarding the Company. The Company shall use its commercially
reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement as soon as reasonably
practicable.

 22

 6. Conditions
of Closing .

 6.1 Conditions to the
Obligation of the Investors . The several obligations of each Investor to consummate the
transactions to be consummated at the Closing, and to purchase and pay for the Securities being purchased by it at the
Closing pursuant to this Agreement, are subject to the satisfaction or waiver in writing of the following conditions precedent:

 (a) Representations
and Warranties . The representations and warranties of the Company contained herein shall be true and correct in all material respects,
except for those representations and warranties qualified by materiality or Material Adverse Effect, which shall be true and correct in
all respects, as of the date of this Agreement and as of the Closing Date, as though made on and as of such date, except to the extent
any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true
and correct in all material respects as of such earlier date, except for those representations and warranties qualified by materiality
or Material Adverse Effect, which shall be true and correct in all respects as of such earlier date.

 (b) Performance .
The Company shall have performed in all material respects the obligations and conditions herein required to be performed or observed by
the Company on or prior to the Closing Date.

 (c) No
Injunction . The purchase of and payment for the Securities by each Investor shall not be prohibited or enjoined by any law or governmental
or court order or regulation and no such prohibition shall have been threatened in writing.

 (d) Consents .
The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary for the consummation of
the purchase and sale of the Securities, all of which shall be in full force and effect.

 (e) Transfer
Agent . The Company shall have furnished all required materials to the Transfer Agent to reflect the issuance of the Shares at the
Closing.

 (f) Adverse
Changes . Since the date of this Agreement, no event or series of events shall have occurred that has had or would reasonably be expected
to have a Material Adverse Effect.

 (g) Opinion
of Company Counsel . The Company shall have delivered to the Investors and the Placement Agent the opinion of Benesch Friedlander Coplan
& Aronoff LLP, dated as of the Closing Date, in customary form and substance to be reasonably agreed upon with the Investors and the
Placement Agent and addressing such legal matters as the Investors, the Placement Agent and the Company reasonably agree.

 (h) Compliance
Certificate . An authorized officer of the Company shall have delivered to the Investors at the Closing Date a certificate certifying
that the conditions specified in Sections 6.1(a) (Representations and Warranties) , 6.1(b) (Performance) , 6.1(c) (No Injunction) ,
 6.1(d) (Consents) , 6.1(e) (Transfer Agent) , 6.1(f) (Adverse Changes) , 6.1(j) (Listing Requirements) and 6.1(k)
(No Injunction) of this Agreement have been fulfilled.

 (i) Secretary’s
Certificate . The Secretary of the Company shall have delivered to the Investors at the Closing Date a certificate certifying (i) the
Amended and Restated Certificate of Incorporation; (ii) the Amended and Restated Bylaws; and (iii) resolutions of the Company’s
Board of Directors (or an authorized committee thereof) approving this Agreement, the other Transaction Agreements, the transactions contemplated
by this Agreement and the issuance of the Securities and the Warrant Shares.

 23

 (j) Listing
Requirements . No stop order or suspension of trading shall have been imposed by Nasdaq, the SEC or any other governmental or
regulatory body with respect to public trading in the Common Stock. The Common Stock shall be listed on a National Exchange and
shall not have been suspended, as of the Closing Date, by the SEC or the National Exchange from trading thereon nor shall suspension
by the SEC or the National Exchange have been threatened, as of the Closing Date, in writing by the SEC or the National Exchange;
and the Company shall have filed with Nasdaq a Notification Form: Listing of Additional Shares for the listing of the Shares and the
Warrant Shares and Nasdaq shall have raised no objection to such notice and the transactions contemplated hereby.

 (k) No
Injunction . No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any
bankruptcy court or judge, or any order of or by any Governmental Entity, shall have been issued, and no action or proceeding shall have
been instituted by any Governmental Entity, enjoining or preventing the consummation of the transactions contemplated hereby or in the
other Transaction Agreements.

 (l) Payment .
The Company shall have received payment, by wire transfer of immediately available funds, in the full amount of the purchase price for
the number of Securities being purchased by each Investor at the Closing as set forth on
such Investor’s signature page hereto.

 (m) Lock-Up
Agreements . The Company shall have delivered to the Investors a reasonable and customary lock-up agreement, dated as of the date of
Closing, duly executed by the directors, executive officers, and each holder of Common Stock and Common Stock Equivalents holding, on
a fully diluted basis, more than 10% of the Company’s issued and outstanding Common Stock, from offering for sale, issuing, selling,
contracting to sell, pledging or otherwise disposing of any of the Company’s Common Stock or securities convertible into the Company’s
Common Stock, for a period commencing on the date of this Agreement and ending on the date that is forty-five (45) days after the effective
date of the Registration Statement, without the prior written consent of the Placement Agent.

 6.2 Conditions
to the Obligation of the Company . The obligation of the Company to consummate the transactions to be
consummated at the Closing, and to issue and sell to each Investor the Securities to be purchased by it at the Closing pursuant to this
Agreement, is subject to the satisfaction or waiver in writing of the following conditions precedent:

 (a) Representations
and Warranties . The representations and warranties of each Investor in Section 4 hereto shall be true and correct on and as
of the Closing Date, with the same force and effect as though made on and as of the Closing Date and consummation of the Closing shall
constitute a reaffirmation by the Investor of each of the representations, warranties, covenants and agreements of the Investor contained
in this Agreement as of the Closing Date.

 (b) Performance .
Each Investor shall have performed or complied with in all material respects all obligations and conditions herein required to be performed
or observed by such Investor on or prior to the Closing Date.

 (c) Injunction .
The purchase of and payment for the Securities by each Investor shall not be prohibited or enjoined by any law or governmental or court
order or regulation.

 (d) Payment .
The Company shall have received payment, by wire transfer of immediately available funds, in the full amount of the purchase price for
the number of Securities being purchased by each Investor at the Closing as set forth on
such Investor’s signature page hereto.

 24

 7. Termination .

 7.1 Termination .
The obligations of the Company, on the one hand, and the Investors, on the other hand, to effect the Closing shall terminate as follows:

 (i) Upon
the mutual written consent of the Company and the Investors that agreed to purchase a majority of the Securities prior to the Closing;

 (ii) By
the Company if any of the conditions set forth in Section 6.2 shall have become incapable of fulfillment, and shall not have been
waived by the Company;

 (iii) By
an Investor (with respect to itself only) if any of the conditions set forth in Section 6.1 shall have become incapable of fulfillment,
and shall not have been waived by such Investor; or

 (iv) By
either the Company or an Investor (with respect to itself only) if the Closing has not occurred on or prior to the fifth Business Day
following the date of this Agreement;

 provided, however, that, in
the case of clauses (ii) and (iii) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach
of any of its representations, warranties, covenants or agreements contained in the Transaction Agreements if such breach has resulted
in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing.

 7.2 Notice .
In the event of termination by the Company or the Investor of its obligations to effect the Closing pursuant to Section 7.1 , written
notice thereof shall be given to the other Investors by the Company. Nothing in this Section 7 shall be deemed to release any party
from any liability for any breach by such party of the other terms and provisions of the Transaction Agreements or to impair the right
of any party to compel specific performance by any other party of its other obligations under the Transaction Agreements.

 8. Miscellaneous
Provisions .

 8.1 Public
Statements or Releases . Except as set forth in Section 5.3 , neither the Company nor any Investor
shall make any public announcement with respect to the existence or terms of this Agreement or the transactions provided for herein without
the prior consent of the other party (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, and subject to
compliance with Section 5.3 , nothing in this Section 8.1 shall prevent any party from making any public announcement it
considers necessary in order to satisfy its obligations under the law, including applicable securities laws, or under the rules of any
national securities exchange or securities market, in which case the Company shall allow the Investors reasonable time to comment on such
release or announcement in advance of such issuance, and the Company will consider in good faith any Investor comments. The Company shall
not include the name of the Investor in any press release or public announcement (which, for the avoidance of doubt, shall not include
any filing with the SEC) without the prior written consent of the Investors, except as otherwise required by law or the applicable rules
or regulations of any securities exchange or securities market, in which case the Company shall allow the Investors, to the extent reasonably
practicable in the circumstances, reasonable time to comment on such release or announcement in advance of such issuance. Notwithstanding
anything to the contrary in this Section 8.1 , Investor review shall not be required for Company disclosures that are substantially
consistent with prior Company disclosures.

 25

 8.2 Notices .
Any notices or other communications required or permitted to be given hereunder shall be in writing and shall be deemed to be given
(a) when delivered if personally delivered to the party for whom it is intended, (b) when delivered, if sent by electronic
mail during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next
Business Day, (c) three (3) days after having been sent by certified or registered mail, return-receipt requested and postage
prepaid, or (d) one (1) Business Day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next
business day delivery, with written verification of receipt:

 (a) If to the Company, addressed as follows:

 Solidion Technology, Inc.

 13355 Noel Rd, Suite 1100

 Dallas, TX 75240

 Attention: Jaymes Winters, Chief Executive Officer

 Email: jaymes@solidiontech.com

 with a copy (which shall not constitute notice):

 Benesch Friedlander Coplan & Aronoff LLP

 1155 Avenue of the Americas, 26th Floor

 New York, NY 10036

 Attention: Aslam Rawoof

 Email: ARawoof@beneschlaw.com

 (b) If
to any Investor, at its address or e-mail address set forth on such Investor’s signature page hereto, or such address as subsequently
modified by written notice given in accordance with this Section 8.2 .

 Any Person may change the
address to which notices and communications to it are to be addressed by notification as provided for herein.

 8.3 Consent
to Electronic Notice . Each Investor consents to the delivery of any stockholder notice pursuant to the
Delaware General Corporation Law (the “ DGCL ”), as amended or superseded from time to time, by electronic mail pursuant
to Section 232 of the DGCL (or any successor thereto) at the e-mail address set forth below the Investor’s name on such Investor’s
signature page hereto, as updated from time to time by notice to the Company. To the extent that any notice given by means of electronic
mail is returned or undeliverable for any reason, the foregoing consent shall be deemed to have been revoked until a new or corrected
e-mail address has been provided, and such attempted electronic notice shall be ineffective and deemed to not have been given. Each party
agrees to promptly notify the other parties of any change in its e-mail address, and that failure to do so shall not affect the foregoing.

 8.4 Severability .
If any part or provision of this Agreement is held unenforceable or in conflict with the applicable laws or regulations of any jurisdiction,
the invalid or unenforceable part or provisions shall be replaced with a provision which accomplishes, to the extent possible, the original
business purpose of such part or provision in a valid and enforceable manner, and the remainder of this Agreement shall remain binding
upon the parties hereto.

 8.5 Governing
Law; Submission to Jurisdiction; Venue; Waiver of Trial by Jury .

 (a) This
Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to choice of laws or
conflicts of laws provisions thereof that would require the application of the laws of any other jurisdiction, except to the extent that
mandatory principles of Delaware law may apply.

 26

 (b) The
Company and each of the Investors hereby irrevocably and unconditionally:

 (i) submits
for itself and its property in any legal action or proceeding relating solely to this Agreement or the transactions contemplated hereby,
to the general jurisdiction of the any state court or United States Federal court sitting in the Borough of Manhattan, City of New York
in the State of New York;

 (ii) consents
that any such action or proceeding may be brought in such courts, and waives any objection that it may now or hereafter have to the venue
of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not
to plead or claim the same to the extent permitted by applicable law;

 (iii) agrees
that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or
any substantially similar form of mail), postage prepaid, to the party, as the case may be, at its address set forth in Section 8.2
or at such other address of which the other party shall have been notified pursuant thereto;

 (iv) agrees
that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right
to sue in any other jurisdiction for recognition and enforcement of any judgment or if jurisdiction in the courts referenced in the foregoing
clause (i) are not available despite the intentions of the parties hereto;

 (v) agrees
that final judgment in any such suit, action or proceeding brought in such a court may be enforced in the courts of any jurisdiction to
which such party is subject by a suit upon such judgment, provided that service of process is effected upon such party in the manner specified
herein or as otherwise permitted by law;

 (vi) agrees
that to the extent that such party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process
with respect to itself or its property, such party hereby irrevocably waives such immunity in respect of its obligations under this Agreement,
to the extent permitted by law; and

 (vii) irrevocably
and unconditionally waives trial by jury in any legal action or proceeding in relation to this Agreement.

 8.6 Waiver .
No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall
be deemed to be, or be construed as, a further or continuing waiver of any such term, provision or condition or as a waiver of any other
term, provision or condition of this Agreement.

 8.7 Expenses .
Except as expressly set forth in the Transaction Agreements to the contrary, each party shall pay its own out-of-pocket fees and expenses,
including the fees and expenses of attorneys, accountants and consultants employed by such party, incurred in connection with the proposed
investment in the Securities and the consummation of the transactions contemplated thereby; provided, however, that the Company shall
pay all Transfer Agent fees (including, without limitation, any fees required for same-day processing of any instruction letter delivered
by the Company), stamp taxes and other taxes (other than income taxes) and duties levied in connection with the delivery of any Securities
to the Investors. The Company shall pay all Placement Agent fees relating to or arising out of the transactions contemplated by this Agreement.

 27

 8.8 Assignment .
None of the parties may assign its rights or obligations under this Agreement or designate another person (i) to perform all or part of
its obligations under this Agreement or (ii) to have all or part of its rights and benefits under this Agreement, in each case without
the prior written consent of (x) the Company, in the case of an Investor, and (y) the Investors, in the case of the Company, provided
that an Investor may, without the prior consent of the Company, assign its rights to purchase the Securities hereunder to any of its affiliates
or to any other investment funds or accounts managed or advised by the investment manager who acts on behalf of such Investor (provided
each such assignee agrees to be bound by the terms of this Agreement and makes the same representations and warranties set forth in Section
4 ). In the event of any assignment in accordance with the terms of this Agreement, the assignee shall specifically assume and be bound
by the provisions of this Agreement by executing a writing agreeing to be bound by and subject to the provisions of this Agreement and
shall deliver an executed counterpart signature page to this Agreement and, notwithstanding such assumption or agreement to be bound hereby
by an assignee, no such assignment shall relieve any party assigning any interest hereunder from its obligations or liability pursuant
to this Agreement.

 8.9 Confidential
Information .

 (a) Each
Investor covenants that until such time as the transactions contemplated by this Agreement and any material non-public information provided
to such Investor are publicly disclosed by the Company, such Investor will maintain the confidentiality of all disclosures made to it
in connection with this transaction (including the existence and terms of this transaction), other than to such Investor’s outside
attorney, accountant, auditor or investment advisor only to the extent necessary to permit evaluation of the investment, and the performance
of the necessary or required tax, accounting, financial, legal, or administrative tasks and services and other than as may be required
by law.

 (b) The
Company may request from the Investors such reasonable and customary additional information as the Company may deem necessary to evaluate
the eligibility of the Investor to acquire the Securities, and the Investor shall promptly provide such information as may reasonably
be requested to the extent readily available; provided, that the Company agrees to keep any such information provided by the Investor
confidential, except (i) as required by the federal securities laws, rules or regulations and (ii) to the extent such disclosure is required
by other laws, rules or regulations, at the request of the staff of the SEC or regulatory agency or under the regulations of Nasdaq. The
Investor acknowledges that the Company may file a copy of this Agreement with the SEC as exhibit to a periodic report or a registration
statement of the Company.

 8.10 Reliance
by and Exculpation of Placement Agent .

 (a) Each Investor agrees
for the express benefit of each Placement Agent, its affiliates and its representatives that (i) each Placement Agent, its
affiliates and its representatives have not made, and will not make any representations or warranties with respect to the Company or
the offer and sale of the Securities, and the Investor will not rely on any statements made by such Placement Agent, orally or in
writing, to the contrary, (ii) the Investor will be responsible for conducting its own due diligence investigation with respect to
the Company and the offer and sale of the Securities, (iii) the Investor will be purchasing Securities based on the results of its
own due diligence investigation of the Company and the Placement Agent and each of their directors, officers, employees,
representatives, and controlling persons have made no independent investigation with respect to the Company, the Securities, or the
accuracy, completeness, or adequacy of any information supplied to the Investor by the Company, (iv) the Investor has negotiated the
offer and sale of the Securities directly with the Company, and the Placement Agent will not be responsible for the ultimate success
of any such investment and (v) the decision to invest in the Company will involve a significant degree of risk, including a risk of
total loss of such investment. Each Investor further represents and warrants to the Placement Agent that it, including any fund or
funds that it manages or advises that participates in the offer and sale of the Securities, is permitted under its constitutive
documents (including, without limitation, all limited partnership agreements, charters, bylaws, limited liability company
agreements, all applicable side letters with investors, and similar documents) to make investments of the type contemplated by this
Agreement. This Section 8.10 shall survive any termination of this Agreement.

 28

 (b) The
Company agrees and acknowledges that the Placement Agent may rely on its representations, warranties, agreements and covenants contained
in this Agreement and each Investor agrees that the Placement Agent may rely on such Investor’s representations and warranties contained
in this Agreement as if such representations and warranties, as applicable, were made directly to such Placement Agent.

 (c) Neither
the Placement Agent nor any of its affiliates or representatives (1) shall be liable for any improper payment made in accordance with
the information provided by the Company; (2) makes any representation or warranty, or has any responsibilities as to the validity, accuracy,
value or genuineness of any information, certificates or documentation delivered by or on behalf of the Company pursuant to the Transaction
Agreements or in connection with any of the transactions contemplated therein; or (3) shall be liable (x) for any action taken, suffered
or omitted by any of them in good faith and reasonably believed to be authorized or within the discretion or rights or powers conferred
upon it by the Transaction Agreements or (y) for anything which any of them may do or refrain from doing in connection with the Transaction
Agreements, except in each case for such party’s own gross negligence or willful misconduct.

 (d) The
Company agrees that the Placement Agent, its affiliates and representatives shall be entitled to (1) rely on, and shall be protected in
acting upon, any certificate, instrument, notice, letter or any other document or security delivered to any of them by or on behalf of
the Company, and (2) be indemnified by the Company for acting as the Placement Agent hereunder pursuant to the indemnification provisions
set forth in the applicable letter agreement between the Company and such Placement Agent.

 8.11 Third
Parties . Nothing in this Agreement, express or implied, is intended to confer on any Person other than
the parties to this Agreement any rights, remedies, claims, benefits, obligations or liabilities under or by reason of this Agreement,
and no Person that is not a party to this Agreement (including, without limitation, any partner, member, shareholder, director, officer,
employee or other beneficial owner of any party to this Agreement, in its own capacity as such or in bringing a derivative action on behalf
of a party to this Agreement) shall have any standing as a third party beneficiary with respect to this Agreement or the transactions
contemplated hereby. Notwithstan…