EXOZYMES INC.

EX-99.1 · ex99-1.htm

EX-99.1
 6
 ex99-1.htm
 EX-99.1

 Exhibit
99.1

 eXoZymes,
Inc. Announces Pricing of Public Offering of Common Stock and Warrants

 Los
Angeles, CA -- June 8, 2026 -- Today, eXoZymes Inc. (NASDAQ: EXOZ) (“eXoZymes” or “Company”) - a pioneer
of AI-enhanced enzymes that transform abundant feedstock into valuable nutraceuticals and novel medicines - announced the pricing of
its public offering of units, each consisting of two shares of common stock and one common stock purchase warrant.

 The
Company has sold 592,270 shares of common stock together with 296,135 warrants as units, each unit consisting of two shares of common
stock and one warrant to purchase one share of common stock. The units will separate immediately upon issuance and all shares of common
stock and warrants that comprise the units are being issued as separate securities. The public offering price for a unit is $18.00.

 Total
gross proceeds from the offering are expected to be approximately $5.33 million before deducting underwriting discounts, commissions,
and estimated offering expenses. The offering is expected to close on June 9, 2026, subject to satisfaction of customary closing conditions.
The Company has also granted the underwriter a 45 day option to purchase up to 44,420 units at the unit offering price, less underwriting
discounts and commissions, solely to cover over-allotments, if any.

 Each
warrant will be exercisable commencing the first anniversary of the date of this offering at an exercise price of $11.24 per share and
will expire five years from the date of issuance. Commencing from the date they become exercisable, the warrants may be redeemed
by the Company, for $0.01 per underlying share, if the Company’s common stock trades at a price of $17.98 per share or higher (subject
to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and similar transactions after the initial exercise
date), on any twenty (20) trading days during any thirty (30) trading day period. The exercise price of a warrant may be reset to $0.001
per underlying share, if within 12 months of the offering the Company sells in a public or private offering additional shares of common
stock, or preferred stock or other securities convertible into shares of common stock, at a price (or equivalent) that is less than $8.99
per share. To qualify for the warrant reset, if any, an original purchaser of a unit in this offering must hold and not sell all the
shares of common stock purchased in this offering up until the date of the warrant reset event. The warrants will not be listed on any
national trading market or other trading medium.

 eXoZymes
intends to use the net proceeds from this offering to further develop N-trans-caffeoyltyramine (NCT) opportunities associated with our
NCT business and products developed under the NCT technology, next in line products, research and development, and for general corporate
purposes, working capital purposes and capital expenditures.

 MDB
Capital is acting as underwriter and sole book-running manager for this offering.

 A
registration statement on Form S-3 (File No. 333-292781 ) relating to the securities was filed with the Securities and Exchange
Commission (“SEC”) and became effective on January 23, 2026. This offering is being made only by means of a prospectus supplement
and the accompanying base prospectus that form a part of that registration statement. Copies of the final prospectus supplement, when
available, may be obtained from MDB Capital at 14135 Midway Road, Suite G-150, Addison, Texas 75001. The final prospectus supplement
will be filed with the SEC and will be available on the SEC’s website at http://www.sec.gov .

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

 About
eXoZymes

 Founded
in 2019, the company has developed a biomanufacturing platform that - as a historic first - offers the tools and insights to design,
engineer, control and optimize nature’s own natural processes to produce highly valuable natural products, via a commercially scalable,
sustainable, and abundant alternative: exozymes.

 Exozymes
are advanced enzymes enhanced through bioengineering and AI to thrive in a bioreactor without using living cells. Exozymes can replace
toxic petrochemical processes and inefficient biochemical extraction with sustainable and scalable biosolutions that transform abundant
feedstock into valuable nutraceuticals and novel medicines.

 By
freeing enzyme-driven chemical reactions from the limitations imposed by cells, exozyme biosolutions eliminate the scaling bottleneck
that has hampered commercial success in the synthetic biology (SynBio) space, making exozymes the next generation of biomanufacturing.

 While
eXoZymes Inc. has introduced “exozymes” as a scientific concept, the company is not trademarking the concept and views it
as a new nomenclature for wide adoption for this next generation of biomanufacturing that eXoZymes aims to pioneer and of which it intends
to be the market leader.

 Learn
more at exozymes.com

 eXoZymes
Safe Harbor

 This
press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking
statements, which are based on certain assumptions and describe the company’s future plans, strategies and expectations, can generally
be identified by the use of forward-looking terms such as “believe,” “expect,” “may,” “will,”
“should,” “would,” “could,” “seek,” “intend,” “plan,” “goal,”
“project,” “estimate,” “anticipate,” “strategy,” “future,” “likely,”
“potential,” or other comparable terms, although not all forward-looking statements contain these identifying words. All
statements other than statements of historical facts included in this press release regarding the company’s strategies, prospects,
financial condition, operations, costs, plans and objectives are forward-looking statements. Actual results could differ materially for
a variety of reasons. You should carefully consider the risks and uncertainties described in the “Risk Factors” section of
eXoZymes’ quarterly reports on Form 10-Q, annual reports on Form 10-K, and other documents filed by eXoZymes from time to time
by the company with the Securities and Exchange Commission. These filings identify and address important risks and uncertainties that
could cause actual events and results to differ materially from those contained in the forward-looking statements. Certain forward-looking
statements are based on assumptions as to future events that may not prove to be accurate. These and other risks and uncertainties are
described more fully in the section titled “Risk Factors” in the final prospectus related to the public offering that will
be filed with the Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made. Readers are
cautioned not to put undue reliance on forward-looking statements, and eXoZymes assumes no obligation and does not intend to update or
revise these forward-looking statements, whether as a result of new information, future events, or otherwise. eXoZymes does not give
any assurance that it will achieve its expectations.

 eXoZymes
contact

 Lasse
Görlitz, VP of Comms & IR

 (858)
319-7135

 press@exozymes.com

 https://www.linkedin.com/company/exozymes

 https://x.com/exozymes

 https://www.youtube.com/@exozymes

EX-5.1 · ex5-1.htm

EX-5.1
 2
 ex5-1.htm
 EX-5.1

 Exhibit
5.1

 Spencer
Fane LLP

711 Third Avenue

New York, New York 10017

 June
5, 2026

 eXoZymes
Inc.

 750
Royal Oaks Drive, Suite 106

 Monrovia,
CA 91016

 Re:
Shelf Drawdown: Form S-3 (File No. 333-292781)

 Ladies
and Gentlemen:

 We
have acted as securities counsel to eXoZymes Inc., a Nevada corporation (the “Company”), in connection with the public offering
by the Company of 592,270 shares (the “Shares”) of the Company’s Common Stock (the “Common Stock”), and
296,135 common stock purchase warrants (the “Warrants”), each Warrant to purchase one share of Common Stock and up to an
additional 88,840 Shares and 44,420 Warrants to cover over-allotments, if any. The Shares, the Warrants, and the shares of Common Stock
underlying the Warrants together are hereinafter referred to as the “Securities.” The Securities have been registered pursuant
to a Registration Statement on Form S-3 (Registration Statement Number 333-292781) (the “Registration Statement”) under the
Securities Act of 1933, as amended (the “Securities Act”), which Registration Statement includes the preliminary prospectus
supplements dated April 9, 2026, May 29, 2026 and June 4, 2026 (together the “Preliminary Prospectus Supplements”), and a
final prospectus supplement to be filed (the “Final Prospectus Supplement”).

 The
Securities are to be sold and issued pursuant to the Underwriting Agreement, dated as of June 5, 2026 (the “Underwriting Agreement”),
with Public Ventures, LLC as underwriter. The Warrants are being issued pursuant to a Warrant Agency Agreement, dated as of June 5, 2026,
with VStock Transfer, LLC as warrant agent. This opinion is being furnished in connection with the requirements of Item 601(b)(5) of
Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration
Statement, the Preliminary Prospectus Supplements or the Final Prospectus Supplement, other than as expressly stated herein with respect
to the issuance of the Securities.

 We
have examined and reviewed only such documents, records and matters of law as we have deemed necessary or appropriate for the purpose
of rendering the opinion set forth herein. We have assumed without verification the genuineness of all signatures, the legal capacity
of natural persons, the authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted
to us as certified or reproduced copies.

 On
the basis of the foregoing and in reliance thereon, and subject to the qualifications herein stated, we are of the opinion that (i) the
Shares to be sold in the offering have been duly authorized for issuance, and when issued against payment therefor pursuant to the terms
of the Underwriting Agreement will be validly issued, fully paid and non-assessable, (ii) the Warrants have been duly authorized and,
when issued, delivered and paid for in accordance with the terms of the Underwriting Agreement and the Warrant Agency Agreement, as applicable,
will be valid and binding obligations of the Company, and (iii) the shares of Common Stock underlying the Warrants have been duly authorized
and, when and if issued upon exercise of the Warrants in accordance with the terms of the Warrants, will be validly issued, fully paid
and nonassessable.

 We
express no opinion as to the applicability or effect of any laws, orders or judgments of any state or other jurisdiction other than the
New York Business Corporation Law and the Nevada Revised Statutes. Further, this opinion is based solely upon existing laws, rules and
regulations, and we undertake no obligation to advise you of any changes that may be brought to our attention after the date hereof.
This opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to
any other matters relating to the Company or the Securities.

 We
express no opinion with respect to the enforceability of any agreement or instrument or any provision thereof (i) to the extent such
enforceability may be subject to, or affected by, applicable bankruptcy, insolvency, moratorium or similar state or federal laws affecting
the rights and remedies of creditors generally (including, without limitation, fraudulent conveyance laws) or general principles of equity
(regardless of whether enforceability is considered in a proceeding at law or in equity), (ii) providing for specific performance, injunctive
relief or other equitable remedies (regardless of whether such enforceability is sought in a proceeding in equity or at law), (iii) providing
for indemnification or contribution, which provisions may be limited by federal and state securities laws or policies underlying such
laws, (iv) requiring any waiver of stay or extension laws, diligent performance or other acts which may be unenforceable under principles
of public policy or (v) providing for a choice of law, jurisdiction or venue. We have assumed that such agreements, instruments or provisions
are enforceable.

 We
hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the use of our name under the
caption “Legal Matters” in the Preliminary Prospectus Supplement, the Final Prospectus Supplement, and to the filing
of this opinion as an exhibit to the Company’s Current Report on Form 8-K, filed on June 8, 2026.

 In
giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities
Act.

 This
opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely
upon it pursuant to the applicable provisions of the Securities Act.

 Very
 truly yours,

 /S/
 Spencer Fane LLP

EX-10.1 · ex10-1.htm

EX-10.1
 3
 ex10-1.htm
 EX-10.1

 Exhibit
10.1

 592,270
SHARES OF COMMON STOCK (PAR VALUE $0.000001 PER SHARE)

 296,135
COMMON STOCK PURCHASEWARRANTS

 EXOZYMES,
INC.

 UNDERWRITING
AGREEMENT

 June
5, 2026

 Public
Ventures LLC

 14135 Midway Road, Suite G-150,

 Addison,
Texas, 75001

 Ladies
and Gentlemen:

 Introductory.
eXoZymes, Inc., a Nevada corporation (the “ Company ”), proposes to issue and sell to Public Ventures LLC doing business
as MDB Capital (“ MDB Capital ”) an aggregate of 592,270 shares (the “ Shares ”) of its common stock,
par value $0.000001 per share (the “ Common Stock ”). Each two Shares shall be accompanied by one (1) common stock purchase
warrant (the “ Warrants ”), each of which is exercisable to purchase one (1) share of Common Stock (the “ Warrant
Shares ” and together with the Shares, the Warrants, and the Warrant Shares are collectively referred to as the “ Securities ”).
The Securities are being sold to various investors (each, an “ Investor ” and, collectively, the “ Investors ”).
The Company and MDB Capital, in accordance with the requirements of Rule 5121 (“Rule 5121”) of Financial Industry Regulatory
Authority Inc. (“ FINRA ”) and subject to the terms and conditions stated herein, also hereby confirm the engagement
of the services of Lucid Capital Markets as a “qualified independent underwriter” (the “ QIU ”) within the
meaning of Rule 5121 in connection with the offering and sale of the Securities. The Company will pay the QIU for its services rendered
as QIU the compensation set forth in Section 4 below.

 The
Company has prepared and filed with the Securities and Exchange Commission (the “ Commission ”) registration statements
on Form S-3, (File Nos. 333—276987), including a base prospectus (the “ Base Prospectus ”) to be used in connection
with the offering and sale of the Securities. This registration statement, as amended, including the financial statements, exhibits and
schedules thereto, in the form in which they became effective under the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder (collectively, the “ Securities Act ”), including all documents incorporated or deemed to be
incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B
under the Securities Act, are called, collectively, the “ Registration Statement .” Any registration statement filed
by the Company pursuant to Rule 462(b) under the Securities Act in connection with the offer and sale of the Securities is called the
“ Rule 462(b) Registration Statement ,” and from and after the date and time of filing of any such Rule 462(b) Registration
Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The preliminary prospectus
supplements dated May 29, 2026 and June 4, 2026, describing the Securities and the offering thereof (the prospectus supplements filed
on May 29, 2026 and June 4, 2026 together referred herein as the “ Preliminary Prospectus Supplements ”), together with
the Base Prospectus, is called the “ Preliminary Prospectus ,” and the Preliminary Prospectus and any other prospectus
supplement to the Base Prospectus in preliminary form that describes the Securities and the offering thereof and is used prior to the
filing of the Prospectus (as defined below), together with the Base Prospectus, is called a “ preliminary prospectus .”
As used herein, the term “ Prospectus ” shall mean the final prospectus supplement to the Base Prospectus that describes
the Securities and the offering thereof (the “ Final Prospectus Supplement ”), together with the Base Prospectus in
the form first used by MDB Capital to confirm sales of the Securities or in the form first made available to MDB Capital by the Company
to meet requests of purchasers pursuant to Rule 173 under the Securities Act. References herein to the Preliminary Prospectus, any preliminary
prospectus and the Prospectus shall refer to both the prospectus supplement and the Base Prospectus of such prospectus. As used herein,
the “ Applicable Time ” is [9:30] a.m.. (New York City time) on June 5, 2026. As used herein, “ free writing
prospectus ” has the meaning set forth in Rule 405 under the Securities Act, and “ Time of Sale Prospectus ”
means the Preliminary Prospectus, as amended or supplemented immediately prior to the Applicable Time, together with the free writing
prospectus identified in Schedule B hereto, if any, and the pricing information identified in Schedule C hereto. As used
herein, “ Road Show ” means a “road show” (as defined in Rule 433 under the Securities Act) relating to
the offering of the Securities contemplated hereby that is a “written communication” (as defined in Rule 405 under the Securities
Act). As used herein, “ Marketing Materials ” means any materials or information provided to investors by, or with the
approval of, the Company in connection with the marketing of the offering of the Securities, including any roadshow or investor presentations
made to investors by the Company (whether in person or electronically).

 1

 All
references in this Agreement to the Registration Statement, the Preliminary Prospectus, any preliminary prospectus, the Base Prospectus
and the Prospectus shall include the documents incorporated or deemed to be incorporated by reference therein. All references in this
Agreement to financial statements and schedules and other information which are “contained,” “included” or “stated”
in, or “part of” the Registration Statement, the Rule 462(b) Registration Statement, the Preliminary Prospectus, any preliminary
prospectus, the Base Prospectus, the Time of Sale Prospectus or the Prospectus, and all other references of like import, shall be deemed
to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference
in the Registration Statement, the Rule 462(b) Registration Statement, the Preliminary Prospectus, any preliminary prospectus, the Base
Prospectus, the Time of Sale Prospectus or the Prospectus, as the case may be. All references in this Agreement to amendments or supplements
to the Registration Statements, the Preliminary Prospectus, any preliminary prospectus, the Base Prospectus, the Time of Sale Prospectus
or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder (collectively, the “ Exchange Act ”) that is or is deemed to be
incorporated by reference in the Registration Statements, the Preliminary Prospectus, any preliminary prospectus, the Base Prospectus,
or the Prospectus, as the case may be. All references in this Agreement to (i) the Registration Statement, the Preliminary Prospectus,
any preliminary prospectus, the Base Prospectus or the Prospectus, any amendments or supplements to any of the foregoing, or any free
writing prospectus, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and
Retrieval System (“ EDGAR ”) and (ii) the Prospectus shall be deemed to include any “electronic Prospectus”
provided for use in connection with the offering of the Securities as contemplated by Section 3(n) of this Agreement.

 The
Company hereby acknowledges that (i) the Offering, including the determination of the offering price of the Securities, and any related
discounts, commissions and fees, shall be an arm’s-length commercial transaction between the Company and the Investors, (ii) MDB
Capital will be acting as an independent contractor and will not be the agent or fiduciary of the Company or its shareholders, creditors,
employees, the Investors or any other party, (iii) MDB Capital shall not assume an advisory or fiduciary responsibility in favor of the
Company (irrespective of whether MDB Capital has advised or is currently advising the Company on other matters) and MDB Capital shall
have no obligation to the Company with respect to the Offering, except as may be set forth expressly herein, (iv) MDB Capital and its
respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company. MDB
Capital is designated senior bookrunner for the Offering with exclusive authority on behalf of selected dealers to (a) conduct and close
the bookbuilding process, (b) recommend and determine the public offering price and any price adjustments, (c) determine the identity
of investors who may participate in the offering and the size of their allocations, and (d) coordinate and implement any stabilization
or aftermarket support activities, in each case subject to the terms of this Agreement.

 2

 In
the event that the Company has only one subsidiary, then all references herein to “subsidiaries” of the Company shall be
deemed to refer to such single subsidiary, mutatis mutandis .

 The
Company hereby confirms its agreements with MDB Capital as follows:

 Section
1. Representations and Warranties.

 The
Company hereby represents, warrants and covenants to MDB Capital, as of the date of this Agreement, as of the Closing Date (as hereinafter
defined), as follows:

 (a) Compliance
with Registration Requirements . The Registration Statement has become effective under the Securities Act. The Company has complied,
to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental information, if any. No stop
orders suspending the effectiveness of either registration statement comprising the Registration Statement is in effect and no proceedings
for such purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission.
At the time the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “ Annual Report ”)
was filed with the Commission, or, if later, at the time the Registration Statement was originally filed with the Commission, the Company
met the then applicable requirements for use of Form S-3 under the Securities Act. As of the date of this Agreement, the Company meets
the requirements for use of Form S-3 under the Securities Act specified in FINRA Conduct Rule 5110(h)(1)(C). The Commission has not notified
the Company of any objection to the use of the form of either registration statement comprising the Registration Statement or any post-effective
amendment thereto. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Time of Sale
Prospectus and the Prospectus, at the time they were or hereafter are filed with the Commission, or became effective under the Exchange
Act, as the case may be, complied and will comply in all material respects with the requirements of the Exchange Act.

 (b) Disclosure .
Each preliminary prospectus and the Prospectus when filed complied in all material respects with the Securities Act and, if filed by
electronic transmission pursuant to EDGAR, was identical (except as may be permitted by Regulation S-T under the Securities Act) to the
copy thereof delivered to MDB Capital for use in connection with the offer and sale of the Securities. The Registration Statement and
any post-effective amendment thereto, at the time it became or becomes effective, complied and will comply in all material respects with
the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as of its date, did not, and at the
Closing Date, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the
statements therein, in light of the circumstances under which they were made, not misleading. The representations and warranties set
forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective
amendment thereto, or the Prospectus or the Time of Sale Prospectus, or any amendments or supplements thereto, made in reliance upon
and in conformity with written information relating to or furnished to the Company in writing by MDB Capital expressly for use therein,
it being understood and agreed that such information only consists of the information described in Section 9(b) below. The documents
incorporated by reference in the Time of Sale Prospectus or the Prospectus did not, and any further documents filed and incorporated
by reference therein will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are
no contracts or other documents required to be described in the Time of Sale Prospectus or the Prospectus or to be filed as an exhibit
to either of registration statement comprising the Registration Statement which have not been described or filed as required.

 3

 (c) Free
Writing Prospectus; Road Show . As of the determination date referenced in Rule 164(h) under the Securities Act, the Company was
not, is not or will not be (as applicable) an “ineligible issuer” in connection with the offering of the Securities pursuant
to Rules 164, 405 and 433 under the Securities Act. Each free writing prospectus that the Company is required to file pursuant to Rule
433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities
Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Company has filed, or
is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to
by the Company complies or will comply in all material respects with the requirements of Rule 433 under the Securities Act, including
timely filing with the Commission, retention and legending, as applicable, and each such free writing prospectus, as of its issue date
and at all subsequent times through the completion of the offer and sale of the Securities did not, does not and will not include any
information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, the Prospectus
or any preliminary prospectus unless such information has been superseded or modified as of such time. Except for the free writing prospectuses,
if any, identified in Schedule B , and electronic road shows, if any, each furnished to MDB Capital before first use, the Company
has not prepared, used or referred to, and will not, without MDB Capital’s prior written consent, prepare, use or refer to, any
free writing prospectus. Each Road Show, when considered together with the Time of Sale Prospectus, did not, as of the Applicable Time,
contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading.

 (d) Distribution
of Offering Material By the Company . Prior to the later of (i) the completion of distribution of the Securities by MDB Capital
and (ii) the expiration of 30 days after the date of the Prospectus, the Company has not distributed and will not have distributed any
offering material in connection with the offering and sale of the Securities other than the Registration Statement, the Time of Sale
Prospectus, the Prospectus or any free writing prospectus reviewed and consented to by MDB Capital, and free writing prospectuses, if
any, identified on Schedule B hereto.

 (e) The
Underwriting Agreement . This Agreement has been duly authorized, executed and delivered by the Company.

 (f) Authorization
of the Shares . The Securities have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and
delivered by the Company against payment therefor pursuant to this Agreement, will be duly and validly issued, fully paid and nonassessable,
free and clear of any pledge, lien, encumbrance, security interest or other claim, including any statutory or contractual preemptive
rights, resale rights, rights of first refusal or other similar rights, and will be registered pursuant to Section 12 of the Exchange
Act.

 (g) [Reserved]

 (h) No
Applicable Registration or Other Similar Rights . There are no persons with registration or other similar rights to have any equity
or debt securities registered for sale under the Registration Statement or included in the offering contemplated by this Agreement, except
for such rights as have been duly waived.

 4

 (i) No
Material Adverse Change . Except as otherwise disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus,
subsequent to the respective dates as of which information is given in the Registration Statement, the Time of Sale Prospectus and the
Prospectus: (i) there has been no material adverse change, or any development that could be reasonably expected to result in a material
adverse change, in (A) the condition, financial or otherwise, or in the earnings, business, properties, operations, operating results,
assets, or liabilities, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries,
considered as one entity or (B) the ability of the Company to consummate the transactions contemplated by this Agreement or perform its
obligations hereunder (any such change being referred to herein as a “ Material Adverse Change ”); (ii) the Company
and its subsidiaries, considered as one entity, have not incurred any material liability or obligation, indirect, direct or contingent,
including without limitation any losses or interference with their business from fire, explosion, flood, earthquakes, accident or other
calamity, whether or not covered by insurance, or from any strike, labor dispute or court or governmental action, order or decree, that
are material, individually or in the aggregate, to the Company and its subsidiaries, considered as one entity, and have not entered into
any transactions not in the ordinary course of business; and (iii) there has not been any material decrease in the capital stock or any
material increase in any short-term or long-term indebtedness of the Company or its subsidiaries and there has been no dividend or distribution
of any kind declared, paid or made by the Company or, except for dividends paid to the Company or other subsidiaries, by any of the Company’s
subsidiaries on any class of capital stock, or any repurchase or redemption by the Company or any of its subsidiaries of any class of
capital stock.

 (j) Independent
Accountants . RBSM, LLP, which has expressed its opinion with respect to the financial statements (which term as used in this
Agreement includes the related notes thereto) filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus
and the Prospectus, is (i) an independent registered public accounting firm as required by the Securities Act, the Exchange Act, and
the rules of the Public Company Accounting Oversight Board (“ PCAOB ”), (ii) in compliance with the applicable requirements
relating to the qualification of accountants under Rule 2-01 of Regulation S-X under the Securities Act and (iii) a registered public
accounting firm as defined by the PCAOB whose registration has not been suspended or revoked and who has not requested such registration
to be withdrawn.

 (k) Financial
Statements . The financial statements filed with the Commission as a part of or incorporated by reference in the Registration
Statement, the Time of Sale Prospectus and the Prospectus present fairly, in all material respects, the consolidated financial position
of the Company and its subsidiaries as of the dates indicated and the results of their operations, changes in stockholders’ equity
and cash flows for the periods specified. Such financial statements comply as to form in all material respects with the requirements
of Regulation S-X under the Securities Act and have been prepared in conformity with generally accepted accounting principles applied
on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The interactive
data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the
information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines
applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement,
the Time of Sale Prospectus or the Prospectus. The financial data incorporated by reference into the Registration Statement, the Time
of Sale Prospectus and the Prospectus fairly presents the information set forth therein on a basis consistent with that of the audited
financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. To the Company’s
knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed
to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided in the preparation
of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration
Statement, the Time of Sale Prospectus, and the Prospectus.

 5

 (l) Company’s
Accounting System . The Company and each of its subsidiaries make and keep accurate books and records and maintain a system of
internal accounting controls designed, and which the Company reasonably believes is sufficient, to provide reasonable assurance that:
(i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded
as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iii) access
to assets is permitted only in accordance with management’s general or specific authorization; (iv) the recorded accountability
for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences;
and (v) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement,
the Time of Sale Prospectus and the Prospectus fairly presents the information called for in all material respects and is prepared in
accordance with the Commission’s rules and guidelines applicable thereto.

 (m) Disclosure
Controls and Procedures; Deficiencies in or Changes to Internal Control Over Financial Reporting . Except as disclosed in the
Registration Statement, the Time of Sale Prospectus and the Prospectus, the Company has established and maintains disclosure controls
and procedures (as defined in Rules 13a-15 and 15d-15 under the Exchange Act), which (i) are designed to ensure that material information
relating to the Company, including its consolidated subsidiaries, is made known to the Company’s principal executive officer and
its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required
under the Exchange Act are being prepared; (ii) have been evaluated by management of the Company for effectiveness as of the end of the
Company’s most recent fiscal quarter; and (iii) are effective in all material respects to perform the functions for which they
were established. Since the end of the Company’s most recent audited fiscal year, there have been no significant deficiencies or
material weakness in the Company’s internal control over financial reporting (whether or not remediated) and no change in the Company’s
internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s
internal control over financial reporting. The Company is not aware of any fraud, whether or not material, that involves management or
other employees who have a significant role in the internal controls of the Company and each of its subsidiaries or any change in its
internal control over financial reporting that has occurred during its most recent fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the Company’s internal control over financial reporting.

 (n)   Incorporation
and Good Standing of the Company . The Company has been duly incorporated and is validly existing as a corporation in good standing
under the laws of the jurisdiction of its incorporation and has the corporate power and authority to own, lease and operate its properties
and to conduct its business as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus and to enter into
and perform its obligations under this Agreement. The Company is duly qualified as a foreign corporation to transact business and is
in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property
or the conduct of business, except where the failure to be so qualified could not reasonably be expected, individually or in the aggregate,
to have a Material Adverse Change.

 6

 (o) Subsidiaries .
Each of the Company’s “subsidiaries” (for purposes of this Agreement, as defined in Rule 405 under the Securities Act)
has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability
company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and
authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in the Registration
Statement, the Time of Sale Prospectus and the Prospectus, except where the failure to be in good standing could not reasonably be expected,
individually or in the aggregate, to have a Material Adverse Change. Each of the Company’s subsidiaries is duly qualified as a
foreign corporation, partnership or limited liability company, as applicable, to transact business and is in good standing in each jurisdiction
in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except
where the failure to be so qualified could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Change.
All of the issued and outstanding capital stock or other equity or ownership interests of each of the Company’s subsidiaries have
been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company, directly or through subsidiaries,
free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. None of the outstanding capital stock
or equity interest in any subsidiary of the Company was issued in violation of preemptive or similar rights of any security holder of
such subsidiary. The constitutive or organizational documents of each of the Company’s subsidiaries comply in all material respects
with the requirements of applicable laws of its jurisdiction of incorporation or organization and are in full force and effect. The Company
does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiary listed in Exhibit
21.1 to the Company’s most recent Annual Report on Form 10-K and NCTx LLC, a Delaware limited liability company.

 (p) Capitalization
and Other Capital Stock Matters . The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration
Statement and the Time of Sale Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the
exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the
Prospectus). All of the issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and
nonassessable and have been issued in compliance with all federal and state laws and conform to the description thereof contained in
the Time of Sale Prospectus. None of the outstanding shares of Common Stock was issued in violation of any preemptive rights, rights
of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding
options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into
or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration
Statement, the Time of Sale Prospectus and the Prospectus and, if any, they have been duly authorized and validly issued, conform to
the description thereof contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus and were issued in compliance
with federal and state securities laws. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements,
and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus
accurately and fairly presents, in all material respects, the information required to be shown with respect to such plans, arrangements,
options and rights. The description of the Securities, including the Warrant Shares, in the Registration Statement, the Time of Sale
Prospectus and the Prospectus is complete and accurate in all material respects. Except as disclosed in or contemplated by the Registration
Statement, the Time of Sale Prospectus or Prospectus, as of the date referred to therein, the Company does not have outstanding any options
to purchase, or any rights or warrants to subscribe for, or any securities or obligations convertible into, or exchangeable for, or any
contracts or commitments to issue or sell, any shares of capital stock or other securities.

 7

 (q) Stock
Exchange Listing . The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act and is listed on The
Nasdaq Capital Markets (“ Nasdaq ”), and the Company has taken no action designed to, or likely to have the effect of,
terminating the registration of the Common Stock under the Exchange Act or delisting the Common Stock from Nasdaq, nor has the Company
received any notification that the Commission or the Nasdaq is contemplating terminating such registration or listing. To the Company’s
knowledge, it is in compliance with all applicable listing requirements of Nasdaq.

 (r) Non-Contravention
of Existing Instruments; No Further Authorizations or Approvals Required . Neither the Company nor any of its subsidiaries is
in violation of its charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable,
or is in default (or, with the giving of notice or lapse of time, would be in default) (“ Default ”) under any indenture,
loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge
agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness)
to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective
properties or assets are subject (each, an “ Existing Instrument ”), except for such Defaults as would not reasonably
be expected, individually or in the aggregate, to result in a Material Adverse Change. The Company’s execution, delivery and performance
of this Agreement and Underwriter Warrant (as defined in Section 2(a) below), consummation of the transactions contemplated hereby and
by the Registration Statement, the Time of Sale Prospectus and the Prospectus and the issuance and sale of the Securities (including
the use of proceeds from the sale of the Securities as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus
under the caption “ Use of Proceeds ”) (i) have been duly authorized by all necessary corporate action and will not
result in any violation of the provisions of the charter or by-laws, partnership agreement or operating agreement or similar organizational
documents, as applicable, of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt
Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon
any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing
Instrument, and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable
to the Company or any of its subsidiaries, except in the case of clauses (ii) and (iii), as would not reasonably be expected, individually
or in the aggregate, to have a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing
with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and
performance of this Agreement, the consummation of the transactions contemplated hereby and by the Registration Statement, the Time of
Sale Prospectus and the Prospectus, except such as have been obtained or made by the Company and are in full force and effect under the
Securities Act and such as may be required under applicable state securities or blue sky laws or FINRA or Nasdaq. As used herein, a “ Debt
Repayment Triggering Event ” means any event or condition which gives, or with the giving of notice or lapse of time would give,
the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to
require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

 (s) Compliance
with Laws. The Company and its subsidiaries have been and are in compliance with all material applicable laws, rules and regulations,
except where failure to be so in compliance could not be expected, individually or in the aggregate, to have a Material Adverse Change.

 (t)   No
Material Actions or Proceedings . Except as otherwise disclosed in the Registration Statement, the Time of Sale Prospectus and
the Prospectus, there is no action, suit, proceeding, inquiry or investigation brought by or before any legal or governmental entity
now pending or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries, which could
be expected, individually or in the aggregate, to have a Material Adverse Change or materially and adversely affect the consummation
of the transactions contemplated by this Agreement or the performance by the Company of its obligations hereunder; and the aggregate
of all pending legal or governmental proceedings to which the Company or any such subsidiary is a party or of which any of their respective
properties or assets is the subject, including ordinary routine litigation incidental to the business, if determined adversely to the
Company, would not reasonably be expected to have a Material Adverse Change. No material labor dispute with the employees of the Company
or any of its subsidiaries, or with the employees of any principal supplier, manufacturer, customer or contractor of the Company, exists
or, to the knowledge of the Company, is threatened or imminent.

 8

 (u) Intellectual
Property Rights . The Company and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent
applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in
the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary
for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “ Intellectual
Property ”) except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Change.
To the Company’s knowledge, and except for such third-party rights or infringements that could not reasonably be expected, individually
or in the aggregate, to have a Material Adverse Change, and the conduct of their respective businesses does not and will not infringe,
misappropriate or otherwise conflict in any material respect with any such rights of others. The Intellectual Property of the Company
has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware
of any facts which would form a reasonable basis for any such adjudication. To the Company’s knowledge: (i) there are no third
parties who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect
to Intellectual Property that is disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus as licensed
to the Company or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. There
is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s
rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action,
suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware
of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the Company or
any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described in
the Registration Statement, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent, trademark,
trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any facts which
would form a reasonable basis for any such action, suit, proceeding or claim. The Company and its subsidiaries have complied with the
terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or any subsidiary, and 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. All employees or contractors engaged on behalf of the Company or any of its subsidiaries in the
development of Intellectual Property Rights have executed an invention assignment agreement whereby such employees or contractors presently
assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or the applicable subsidiary,
and no such agreement has been breached or violated. The Company and its subsidiaries have taken all reasonable steps to protect, maintain
and safeguard their Intellectual Property, including the execution of appropriate employment contracts, patent disclosure agreements,
invention assignment agreements, invention assignments, non-competition agreements, non-solicitation agreements, and nondisclosure agreements
with their employees, and no employee of the Company is in or has been in violation of any term of any employment contract, patent disclosure
agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement, or any restrictive
covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company.
The duty of candor and good faith as required by the United States Patent and Trademark Office during the prosecution of the United States
patents and patent applications included in the Intellectual Property have been complied with; and in all foreign offices having similar
requirements, all such requirements have been complied with. None of the Company owned Intellectual Property or technology (including
information technology and outsourced arrangements) employed by the Company or its subsidiaries has been obtained or is being used by
the Company or its subsidiary in violation of any contractual obligation binding on the Company or its subsidiaries or any of their respective
officers, directors or employees or otherwise in violation of the rights of any persons. The product candidates described in the Registration
Statement, the Time of Sale Prospectus and the Prospectus as under development by the Company or any subsidiary fall within the scope
of the claims of one or more patents or patent applications owned by, or exclusively licensed to, the Company or any subsidiary.

 9

 (v)   All
Necessary Permits, etc . The Company and its subsidiaries possess such valid and current certificates, authorizations or permits
required by state, federal or foreign regulatory agencies or bodies to conduct their respective businesses as currently conducted and
as described in the Registration Statement, the Time of Sale Prospectus or the Prospectus (“ Permits ”), except where
failure to so possess would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Change. Neither
the Company nor any of its subsidiaries is in violation of, or in default under, any of the Permits or has received any notice of proceedings
relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit, except as where
such violation, default, revocation, modification or non-compliance could not reasonably be expected, individually or in the aggregate,
to have a Material Adverse Change.

 (w) Title
to Properties . The Company and its subsidiaries have good and marketable title to all of the real and personal property and other
assets reflected as owned in the financial statements referred to in Section 1(k) above (or elsewhere in the Registration Statement,
the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances,
equities, adverse claims and other defects, except where failure to so possess would not reasonably be expected to, individually or in
the aggregate, result in a Material Adverse Change. The real property, improvements, equipment and personal property held under lease
by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do
not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property
by the Company or such subsidiary.

 (x) Tax
Law Compliance . The Company and its subsidiaries have filed all federal, state, local and foreign tax returns required to be
filed by the Company and its subsidiaries or have properly requested extensions thereof (and such returns were when filed complete and
correct in all material respects), and have paid all taxes required to be paid by any of them and, if due and payable, any related or
similar assessment, fine or penalty levied against any of them, except as may be being contested in good faith and by appropriate proceedings
or where the failure to file such tax returns or to pay such taxes would not, individually or in the aggregate, result in a Material
Adverse Change. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section
1(k) in respect of all taxes for all periods as to which the tax liability of the Company or any of its subsidiaries has not been finally
determined. The Company and its subsidiaries do not have any tax deficiencies or claims outstanding or assessed or, to the Company’s
knowledge, proposed against them, except as would not, individually or in the aggregate, result in a Material Adverse Change.

 (y) Insurance .
Each of the Company and its subsidiaries are insured by recognized, financially sound and reputable institutions with policies in such
amounts and with such deductibles and covering such risks as are generally deemed adequate and customary for their businesses including,
but not limited to, policies covering real and personal property owned or leased by the Company and its subsidiaries against theft, damage,
destruction, acts of vandalism , and policies covering the Company and its subsidiaries for product liability claims and clinical trial
liability claims. The Company has no reason to believe that it or any of its subsidiaries will not be able (i) to renew its existing
insurance coverage as and when such policies expire or (ii) to obtain comparable coverage from similar institutions as may be necessary
or appropriate to conduct its business as now conducted and at a cost that could not be expected to have a Material Adverse Change. Neither
the Company nor any of its subsidiaries has been denied any insurance coverage which it has sought or for which it has applied.

 10

 (z) Compliance
with Environmental Laws . Except as could not be expected, individually or in the aggregate, to have a Material Adverse Change:
(i) neither the Company nor any of its subsidiaries is in violation of any federal, state, local or foreign statute, law, rule, regulation,
ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative
order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation,
ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations
relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances,
petroleum or petroleum products (collectively, “ Hazardous Materials ”) or to the manufacture, processing, distribution,
use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “ Environmental Laws ”);
(ii) the Company and its subsidiaries have all material permits, authorizations and approvals required under any applicable Environmental
Laws and are each in material compliance with their requirements; (iii) to the Company’s knowledge, there are no pending or threatened
administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of non-compliance or violation,
investigation or proceedings relating to any Environmental Law against the Company or any of its subsidiaries; and (iv) to the Company’s
knowledge, there are no events or circumstances that might reasonably be expected to form the basis of an order for clean-up or remediation,
or an action, suit or proceeding by any private party or governmental body or agency, against or affecting the Company or any of its
subsidiaries relating to Hazardous Materials or any Environmental Laws.

 (aa)   ERISA
Compliance . The Company and its subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement
Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ ERISA ”))
established or maintained by the Company, its subsidiaries or, to the knowledge of the Company, their “ERISA Affiliates”
(as defined below) are in compliance in all material respects with ERISA. “ ERISA Affiliate ” means, with respect to
the Company or any of its subsidiaries, any member of any group of organizations described in Sections 414(b), (c), (m) or (o) of the
Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder (the “ Code ”)
of which the Company or such subsidiary is a member. No “reportable event” (as defined under ERISA) has occurred or is reasonably
expected to occur with respect to any “employee benefit plan” established or maintained by the Company, its subsidiaries
or any of their ERISA Affiliates. No “employee benefit plan” established or maintained by the Company, its subsidiaries or
any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded
benefit liabilities” (as defined under ERISA). Neither the Company, its subsidiaries nor any of their ERISA Affiliates has incurred
or reasonably expects to incur any liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee
benefit plan” or (ii) Sections 412, 4971, 4975 or 4980B of the Code. Each employee benefit plan established or maintained by the
Company, its subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code is so qualified
and, nothing has occurred, to the Company’s knowledge, whether by action or failure to act, which would cause the loss of such
qualification.

 (bb)   Company
Not an “Investment Company.” The Company is not, and will not be, either after receipt of payment for the Securities
or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statement, the
Time of Sale Prospectus or the Prospectus, required to register as an “investment company” under the Investment Company Act
of 1940, as amended (the “ Investment Company Act ”).

 11

 (cc)   No
Price Stabilization or Manipulation; Compliance with Regulation M . Neither the Company nor any of its subsidiaries has taken,
directly or indirectly, any action designed to or that would reasonably be expected to cause or result in stabilization or manipulation
of the price of the Shares or of any “reference security” (as defined in Rule 100 of Regulation M under the Exchange Act
(“ Regulation M ”)) with respect to the Shares, whether to facilitate the sale or resale of the Securities or otherwise,
and has taken no action which would directly or indirectly violate Regulation M.

 (dd)   Related-Party
Transactions . There are no business relationships or related-party transactions involving the Company or any of its subsidiaries
or any other person required to be described in the Registration Statement, the Time of Sale Prospectus or the Prospectus that have not
been described as required.

 (ee)   FINRA
Matters . All of the information provided to MDB Capital or to counsel for MDB Capital by the Company, its counsel, its officers
and directors and to the Company’s knowledge, the holders of any securities (debt or equity) or options to acquire any securities
of the Company in connection with the offering of the Securities is true, complete, correct in all material respects and compliant with
FINRA’s rules and any letters, filings or other supplemental information provided to FINRA pursuant to FINRA Rules or NASD Conduct
Rules is true, complete and correct in all material respects. The Company meets the definition of the term “experienced issuer”
specified in FINRA Rule 5110(j)(6).

 (ff) Parties
to Lock-Up Agreements . The Company has furnished to MDB Capital a letter agreement in the form attached hereto as Exhibit
A (the “ Lock-up Agreement ”) from each of the persons listed on Exhibit B . Such Exhibit B lists under
an appropriate caption the directors and officers of the Company. If any additional persons shall become directors or officers of the
Company prior to the end of the Lock-up Period (as defined below), the Company shall cause each such person, prior to or contemporaneously
with their appointment or election as a director or officer of the Company, to execute and deliver to MDB Capital a Lock-up Agreement.

 (gg) Statistical
and Market-Related Data . All statistical, demographic and market-related data included or incorporated by reference in the Registration
Statement, the Time of Sale Prospectus or the Prospectus are based on or derived from sources that the Company believes after reasonable
inquiry, to be reliable and accurate in all material respects.

 (hh) Sarbanes-Oxley
Act. There is, and has been, no failure on the part of the Company or any of the Company’s directors or officers, in their
capacities as such, to comply with any applicable provision of the Sarbanes-Oxley Act of 2002, as amended and the rules and regulations
promulgated in connection therewith (the “ Sarbanes-Oxley Act ”), including Section 402 related to loans and Sections
302 and 906 related to certifications.

 (ii) No
Unlawful Contributions or Other Payments . Neither the Company nor any of its subsidiaries nor, to the Company’s knowledge,
any employee or agent of the Company or any subsidiary, has made any contribution or other payment to any official of, or candidate for,
any federal, state or foreign office in violation of any law or of the character required to be disclosed in the Registration Statement,
the Time of Sale Prospectus or the Prospectus.

 12

 (jj) Anti-Corruption
and Anti-Bribery Laws . (A) None of the Company, any of its subsidiaries or affiliates, or to the Company’s knowledge, any
director, officer or employee thereof, or any agent or representative of the Company or of any of its subsidiaries or affiliates, has
taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving
or receipt of money, property, gifts or anything else of value, directly or indirectly, to any government official (including any officer
or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting
in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political
office) in order to influence official action, or to any person in violation of any applicable anti-corruption laws; (B) the Company
and each of its subsidiaries and affiliates have conducted their respective businesses in compliance with applicable anti-corruption
laws and have instituted and maintained and will continue to maintain policies and procedures designed to promote and achieve compliance
with such laws and with the representations and warranties contained herein; and (C) neither the Company nor any of its subsidiaries
will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization
of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws.

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

 (ll)   Sanctions .

 (A)
None of the Company, any of its subsidiaries, or to the knowledge of the Company any director, officer, or employee thereof, or any agent,
affiliate or representative of the Company or any of its subsidiaries, is an individual or entity (“ Person ”) that
is, or is 50% or greater owned or, as applicable, controlled by one or more Persons that are:

 (I) the
subject of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the
United Nations Security Council, the European Union, His Majesty’s Treasury, or other relevant sanctions authority (collectively,
“ Sanctions ”), or

 (II)   located,
organized or ordinarily resident in a country or territory that is the subject or target of Sanctions (including, without limitation,
Crimea, Cuba, Iran, North Korea, Syria, so-called Donetsk People’s Republic, and so-called Luhansk People’s Republic regions
of Ukraine, each a “ Sanctioned Country ”).

 (B) The
Company will not, directly or indirectly, use the proceeds of this offering, or lend, contribute or otherwise make available such proceeds
to any subsidiary, joint venture partner or other Person:

 (I) to
fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding
or facilitation, is the subject or target of Sanctions; or

 (II)   in
any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the transaction, whether
as underwriter, advisor, investor or otherwise).

 13

 (C) The
Company and each of its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings
or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject
or target of Sanctions.

 (mm) Brokers .
Except pursuant to this Agreement, there is no broker, finder or other party that is entitled to receive from the Company any brokerage
or finder’s fee or other fee or commission as a result of any transactions contemplated by this Agreement.

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

 (oo) No
Outstanding Loans or Other Extensions of Credit . The Company does not have any outstanding extension of credit, in the form of
a personal loan, to or for any director or executive officer (or equivalent thereof) of the Company except for such extensions of credit
as are expressly permitted by Section 13(k) of the Exchange Act.

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

 14

 (qq) 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 (collectively, the “ Privacy Laws ”). To
ensure compliance with the Privacy Laws, the Company and its subsidiaries have in place, comply with, and take appropriate steps reasonably
designed to ensure compliance in all material respects with their policies and procedures relating to data privacy and security and the
collection, storage, use, disclosure, handling, and analysis of Personal Data (the “ Policies ”). The Company and its
subsidiaries have at all times made all disclosures to users or customers required by applicable laws and regulatory rules or requirements,
and none of such disclosures made or contained in any Policy have, to the knowledge of the Company, been inaccurate or in violation of
any applicable laws and regulatory rules or requirements in any material respect. The Company further certifies that neither it nor any
subsidiary: (i) to the Company’s knowledge, has received notice of any actual or potential liability under or relating to, or actual
or potential violation of, any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected
to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any investigation, remediation, or other
corrective action pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement that imposes any obligation or
liability under any Privacy Law.

 (rr)
 [ Reserved ]

 (ss) Outbound
Investment Security Program. Neither the Company nor any of its subsidiaries is a “covered foreign person,” as that
term is defined in 31 C.F.R. § 850.209. Neither the Company nor any of its subsidiaries currently engages, or has plans to engage,
directly or indirectly, in a “covered activity,” as that term is defined in in 31 C.F.R. § 850.208 (“ Covered
Activity ”). The Company does not have any joint ventures that engage in or plan to engage in any Covered Activity.

 (tt) No
Rights to Purchase Preferred Stock. The issuance and sale of the Securities as contemplated hereby will not cause any holder
of any shares of capital stock, securities convertible into or exchangeable or exercisable for capital stock or options, warrants or
other rights to purchase capital stock or any other securities of the Company to have any right to acquire any shares of preferred stock
of the Company.

 (uu) No
Contract Terminations. Neither the Company nor any of its subsidiaries has sent or received any communication regarding termination
of, or intent not to renew, any of the contracts or agreements referred to or described in any preliminary prospectus, the Prospectus
or any free writing prospectus, or referred to or described in, or filed as an exhibit to, the Registration Statement, or any document
incorporated by reference therein, and no such termination or non-renewal has been threatened by the Company or any of its subsidiaries
or, to the Company’s knowledge, any other party to any such contract or agreement, which threat of termination or non-renewal has
not been rescinded as of the date hereof.

 (vv)   Dividend
Restrictions . No subsidiary of the Company is prohibited or restricted, directly or indirectly, from paying dividends to the
Company, or from making any other distribution with respect to such subsidiary’s equity securities or from repaying to the Company
or any other subsidiary of the Company any amounts that may from time to time become due under any loans or advances to such subsidiary
from the Company or from transferring any property or assets to the Company or to any other subsidiary.

 Any
certificate signed by any officer of the Company or any of its subsidiaries and delivered to MDB Capital or to counsel for MDB Capital
in connection with the offering, or the purchase and sale, of the Securities shall be deemed a representation and warranty by the Company
to MDB Capital as to the matters covered thereby.

 15

 The
Company has a reasonable basis for making each of the representations set forth in this Section 1.

 The
Company acknowledges that MDB Capital and, for purposes of the opinions to be delivered pursuant to Section 6 hereof, counsel to the
Company and counsel to MDB Capital, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents
to such reliance.

 Section
2. Purchase, Sale and Delivery of the Securities.

 (a) The
Securities . Upon the terms herein set forth, the Company agrees to issue and sell to MDB Capital an aggregate of 296,135 units
each unit consisting of two Shares and one Warrant (the “ Units ”) for an aggregate sale and issuance of 592,270 Shares
and 296,135 Warrants. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject
to the conditions herein set forth, MDB Capital agrees to purchase from the Company the respective number of Shares and applicable Warrants,
set forth herein and on Schedule A. The purchase price per Unit to be paid by MDB Capital to the Company shall be $18.00 per Unit
(the “ Unit Purchase Price ”) consisting of $8.99 per Share and $0.02 per Warrant (by way of example, each unit consists
of two Shares and one Warrant, therefore $8.99 + $8.99 +$0.02 = $18.00). The Company shall also issue to MDB Capital, for a nominal consideration,
a warrant to purchase one share of common stock for each ten shares of common stock purchased by MDB Capital and for each ten shares
of Common Stock issuable pursuant to the Warrants issuable in connection with those purchases for an aggregate of 88,840 warrants (the
“ Underwriter Warrant ”). The Underwriter Warrant, in the form attached hereto as Exhibit C shall be exercisable, in
whole or in part, commencing 180 days after the date of this agreement and expiring on the five-year anniversary of the date hereof at
an initial exercise price per share of Common Stock of $11.24. The Underwriter Warrant shall not be transferable for 180 days after the
date of this agreement except as permitted by Financial Industry Regulatory Authority (“ FINRA ”) Rule 5110(e)(2).

 (b) The
Closing Date . Delivery of the Securities to be purchased by MDB Capital and payment therefor shall be made at the offices of
Law Offices of Aaron A. Grunfeld & Associates (or such other place as may be agreed to by the Company and MDB Capital) at 9:00 a.m.
New York City time, on June 9, 2026 or such other time and date not later than 1:30 p.m. New York City time, on June 9, 2026 as MDB Capital
shall designate by notice to the Company (the time and date of such closing are called the “ Closing Date ”). The Company
hereby acknowledges that circumstances under which MDB Capital may provide notice to postpone the Closing Date as originally scheduled
include, but are not limited to, any determination by the Company or MDB Capital to recirculate to the public copies of an amended or
supplemented Prospectus.

 (c) Offering
of the Securities . MDB Capital hereby advises the Company that MDB Capital intends to offer for sale to the purchasers, initially
on the terms set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, their respective portions of the
Securities as soon after this Agreement has been executed as MDB Capital, in their sole judgment, have determined is advisable and practicable.

 (d) Payment
for the Securities. Payment for the Securities shall be made at the Closing Date by wire transfer of immediately available funds
to the order of the Company.

 (e) Delivery
of the Securities . The Company shall (i) deliver, or cause to be delivered through the facilities of Depositary Trust Company
(“ DTC ”) unless MDB Capital shall otherwise instruct, to MDB Capital for the accounts of the several selected dealers
appointed by MDB Capital the Securities at the Closing Date against release of a wire transfer of immediately available funds for the
amount of the purchase price therefor. If MDB Capital so elect, delivery of the Securities may be made by credit to the accounts designated
by MDB Capital through DTC’s full fast transfer or DWAC programs. The Securities shall be registered in such names and denominations
as MDB Capital shall have requested at least one full business day prior to the Closing Date. Time shall be of the essence, and delivery
at the time and place specified in this Agreement is a further condition to the obligations of MDB Capital.

 16

 Section
3. Additional Covenants

 The
Company further covenants and agrees as follows:

 (a) Delivery
of Registration Statement, Time of Sale Prospectus and Prospectus. The Company shall furnish to MDB Capital in New York City,
without charge, prior to 10:00 a.m. New York City time on the first business day following the date of this Agreement and during the
period when a prospectus relating to the Securities is required by the Securities Act to be delivered (whether physically or through
compliance with Rule 172 under the Securities Act or any similar rule) in connection with sales of the Securities, as many copies of
the Time of Sale Prospectus, the Prospectus and any supplements and amendments thereto or to the Registration Statement as you may reasonably
request.

 (b) MDB
Capital’s Review of Proposed Amendments and Supplements. During the period when a prospectus relating to the Securities
is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or
any similar rule), the Company (i) will furnish to MDB Capital for review, a reasonable period of time prior to the proposed time of
filing of any proposed amendment or supplement to either registration statement comprising the Registration Statement, a copy of each
such amendment or supplement and (ii) will not amend or supplement either registration statement comprising the Registration Statement
(including any amendment or supplement through incorporation of any report filed under the Exchange Act) without MDB Capital’s
prior written consent, which will not be unreasonably withheld, conditioned or delayed. Prior to amending or supplementing any preliminary
prospectus, the Time of Sale Prospectus or the Prospectus (including any amendment or supplement through incorporation of any report
filed under the Exchange Act), the Company shall furnish to MDB Capital for review, a reasonable amount of time prior to the time of
filing or use of the proposed amendment or supplement, a copy of each such proposed amendment or supplement. The Company shall not file
or use any such proposed amendment or supplement without MDB Capital’s prior written consent, which will not be unreasonably withheld,
conditioned or delayed. The Company shall file with the Commission within the applicable period specified in Rule 424(b) under the Securities
Act any prospectus required to be filed pursuant to such Rule.

 (c) Free
Writing Prospectus. The Company shall furnish to MDB Capital for review, a reasonable amount of time prior to the proposed time
of filing or use thereof, a copy of each proposed free writing prospectus or any amendment or supplement thereto prepared by or on behalf
of, used by, or referred to by the Company, and the Company shall not file, use or refer to any proposed free writing prospectus or any
amendment or supplement thereto without MDB Capitals’ prior written consent, which will not be unreasonably withheld, conditioned
or delayed. The Company shall furnish to MDB Capital, without charge, as many copies of any free writing prospectus prepared by or on
behalf of, used by or referred to by the Company as MDB Capital may reasonably request. If at any time when a prospectus is required
by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar
rule) in connection with sales of the Securities (but in any event if at any time through and including the Closing Date) there occurred
or occurs an event or development as a result of which any free writing prospectus prepared by or on behalf of, used by, or referred
to by the Company conflicted or would conflict with the information contained in the Registration Statement or included or would include
an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein,
in light of the circumstances prevailing at such time, not misleading, the Company shall promptly amend or supplement such free writing
prospectus to eliminate or correct such conflict or so that the statements in such free writing prospectus as so amended or supplemented
will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein,
in light of the circumstances prevailing at such time, not misleading, as the case may be; provided, however , that prior to amending
or supplementing any such free writing prospectus, the Company shall furnish to MDB Capital for review, a reasonable amount of time prior
to the proposed time of filing or use thereof, a copy of such proposed amended or supplemented free writing prospectus, and the Company
shall not file, use or refer to any such amended or supplemented free writing prospectus without MDB Capital’s prior written consent,
which will not be unreasonably withheld, conditioned or delayed.

 17

 (d) Filing
of Underwriter Free Writing Prospectus. The Company shall not take any action that would result in MDB Capital or the Company
being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or
on behalf of MDB Capital that MDB Capital otherwise would not have been required to file thereunder.

 (e) Amendments
and Supplements to Time of Sale Prospectus. If the Time of Sale Prospectus is being used to solicit offers to buy the Securities
at a time when the Prospectus is not yet available to prospective purchasers, and any event shall occur or condition exist as a result
of which it is necessary to amend or supplement the Time of Sale Prospectus so that the Time of Sale Prospectus does not include an untrue
statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances
when delivered to a prospective purchaser, not misleading, or if any event shall occur or condition exist as a result of which the Time
of Sale Prospectus conflicts with the information contained in the Registration Statement, or if, in the opinion of counsel for MDB Capital,
it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, the Company shall (subject to Section
3(b) and Section 3(c) hereof) promptly prepare, file with the Commission and furnish, at its own expense, to MDB Capital and to any dealer
upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as
so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in light of the circumstances when delivered to a prospective purchaser, not misleading or so that the
Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the information contained in the Registration Statement,
or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law.

 (f) Certain
Notifications and Required Actions . After the date of this Agreement, the Company shall promptly advise MDB Capital in writing
of: (i) the receipt of any comments of, or requests for additional or supplemental information from, the Commission; (ii) the time and
date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus,
the Time of Sale Prospectus, any free writing prospectus or the Prospectus; (iii) the time and date that any post-effective amendment
to the Registration Statement becomes effective; and (iv) the issuance by the Commission of any stop order suspending the effectiveness
of either registration statement comprising the Registration Statement or any post-effective amendment thereto or any amendment or supplement
to any preliminary prospectus, the Time of Sale Prospectus or the Prospectus or of any order preventing or suspending the use of any
preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus or the Prospectus, or of any proceedings to remove,
suspend or terminate from listing or quotation of the Common Stock from any securities exchange upon which they are listed for trading
or included or designated for quotation, or of the threatening or initiation of any proceedings for any of such purposes. If the Commission
shall enter any such stop order at any time, the Company will use its reasonable efforts to obtain the lifting of such order at the earliest
possible moment. Additionally, the Company agrees that it shall comply with all applicable provisions of Rule 424(b), Rule 433 and Rule
430B under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under Rule 424(b) or
Rule 433 were received in a timely manner by the Commission.

 18

 (g) Amendments
and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of
which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances when the Prospectus
is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not
misleading, or if in the opinion of MDB Capital or counsel for MDB Capital it is otherwise necessary to amend or supplement the Prospectus
to comply with applicable law, the Company agrees (subject to Section 3(b) and Section 3(c)) hereof to promptly prepare, file with the
Commission and furnish, at its own expense, to MDB Capital and to any dealer upon request, amendments or supplements to the Prospectus
so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit
to state a material fact necessary in order to make the statements therein, in light of the circumstances when the Prospectus is delivered
(whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading
or so that the Prospectus, as amended or supplemented, will comply with applicable law. Neither MDB Capital’s consent to, nor delivery
of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3(b) or Section
3(c).

 (h) Blue
Sky Compliance . The Company shall cooperate with MDB Capital and counsel for MDB Capital to qualify or register the Securities
for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities
laws (or other foreign laws) of those jurisdictions designated by MDB Capital, shall comply with such laws and shall continue such qualifications,
registrations and exemptions in effect so long as required for the distribution of the Securities. The Company shall not be required
to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction
where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise MDB Capital
promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Securities for offering, sale
or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of
any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof
at the earliest possible moment.

 (i) Use
of Proceeds . The Company shall apply the net proceeds from the sale of the Securities sold by it substantially in the manner
described under the caption “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus and the Prospectus.

 (j) Transfer
Agent . The Company shall engage and maintain, at its expense, a registrar and transfer agent for the Shares and the Warrant Shares.

 (k) Earnings
Statement . The Company will make generally available to its security holders and to MDB Capital as soon as practicable an earnings
statement (which need not be audited) covering a period of at least twelve months beginning with the first fiscal quarter of the Company
commencing after the date of this Agreement that will satisfy the provisions of Section 11(a) of the Securities Act and the rules and
regulations of the Commission thereunder.

 (l) Continued
Compliance with Securities Laws . The Company will comply with the Securities Act and the Exchange Act so as to permit the completion
of the distribution of the Securities as contemplated by this Agreement, the Registration Statement, the Time of Sale Prospectus and
the Prospectus. Without limiting the generality of the foregoing, the Company will, during the period when a prospectus relating to the
Securities is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities
Act or any similar rule), file on a timely basis with the Commission and Nasdaq all reports and documents required to be filed under
the Exchange Act.

 19

 (m) Listing .
The Company will use its reasonable efforts to list, subject to notice of issuance, the Shares, the Warrant Shares and the Underwriter’s
Warrant Shares (as defined in Section 3(u) below) on Nasdaq.

 (n) Company
to Provide Copy of the Prospectus in Form That May be Downloaded from the Internet . If requested by MDB Capital, the Company
shall cause to be prepared and delivered, at its expense, within one business day from the effective date of this Agreement, to MDB Capital
an “ electronic Prospectus ” to be used by MDB Capital in connection with the offering and sale of the Securities. As
used herein, the term “ electronic Prospectus ” means a form of Prospectus, and any amendment or supplement thereto,
that meets each of the following conditions: (i) it shall be encoded in an electronic format, satisfactory to MDB Capital, that may be
transmitted electronically by MDB Capital to offerees and purchasers of the Securities; (ii) it shall disclose the same information as
the paper Prospectus, except to the extent that graphic and image material cannot be disseminated electronically, in which case such
graphic and image material shall be replaced in the electronic Prospectus with a fair and accurate narrative description or tabular representation
of such material, as appropriate; and (iii) it shall be in or convertible into a paper format or an electronic format, satisfactory to
MDB Capital, that will allow investors to store and have continuously ready access to the Prospectus at any future time, without charge
to investors (other than any fee charged for subscription to the Internet as a whole and for on-line time). The Company hereby confirms
that it has included or will include in the Prospectus filed pursuant to EDGAR or otherwise with the Commission and in the Registration
Statement at the time it was declared effective an undertaking that, upon receipt of a request by an investor or his or her representative,
the Company shall transmit or cause to be transmitted promptly, without charge, a paper copy of the Prospectus.

 (o) Agreement
Not to Offer or Sell Additional Shares . During the period commencing on and including the date hereof and continuing through
and including the 12 months following the date of the Prospectus (such period, as extended as described below, being referred to herein
as the “ Lock-up Period ”), the Company will not, without the prior written consent of MDB Capital (which consent may
be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Common Stock or
Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position”
(as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined
in Rule- 16a-1(b) under the Exchange Act) of any Common Stock or Related Securities; (iii) pledge, hypothecate or grant any security
interest in any Common Stock or Related Securities; (iv) in any other way transfer or dispose of any Common Stock or Related Securities;
(v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership
of any Common Stock or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise;
(vi) announce the offering of any shares of Common Stock or Related Securities (other than as contemplated by this Agreement with respect
to the Securities); (vii) submit or file any registration statement under the Securities Act in respect of any Common Stock or Related
Securities (other than as contemplated by this Agreement with respect to the Securities); (viii) effect a reverse stock split, recapitalization,
share consolidation, reclassification or similar transaction affecting the outstanding Common Stock; or (ix) publicly announce the intention
to do any of the foregoing; provided, however , that the Company may (A) effect the transactions contemplated hereby (including
the issuance of Underwriter’s Warrant Shares upon exercise of the Underwriter’s Warrants), (B) issue shares of Common Stock
or options to purchase shares of Common Stock, or issue shares of Common Stock upon exercise of Warrants or options, or pursuant to any
stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and
the Prospectus, (C) file one or more registration statements on Form S-8, and (D) offer, or issue securities exercisable or exchangeable
for, shares of Common Stock in connection with any merger, acquisition or strategic investment (including any joint venture, strategic
alliance or partnership) as long as (x) the aggregate number of shares of Common Stock issued or issuable does not exceed 5% of the number
of shares of Common Stock outstanding immediately after the issuance and sale of the Securities (after giving effect to the Underwriter’s
Warrant Shares issuable upon the exercise of the Underwriters’ Warrants) and (y) each recipient of any such shares of Common Stock
issued or issuable agrees to the restrictions on the resale of securities that are consistent with the lock-up letters described in Section
6(i) hereof for the remainder of the Lock-up Period. For purposes of the foregoing, “ Related Securities ” shall mean
any options or warrants or other rights to acquire shares of Common Stock or any securities exchangeable or exercisable for or convertible
into shares of Common Stock, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into,
shares of Common Stock.

 20

 (p) Future
Reports to MDB Capital. During the period of two years hereafter, the Company will furnish to MDB Capital: (i) as soon as practicable
after the end of each fiscal year, copies of the Annual Report of the Company containing the balance sheet of the Company as of the close
of such fiscal year and statements of income, stockholders’ equity and cash flows for the year then ended and the opinion thereon
of the Company’s independent public or certified public accountants; (ii) as soon as practicable after the filing thereof, copies
of each proxy statement, Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other report filed
by the Company with the Commission, FINRA or any securities exchange; and (iii) as soon as available, copies of any report or communication
of the Company furnished or made available generally to holders of its capital stock; provided, however, that the requirements
of this Section 3(p) shall be satisfied to the extent that such reports, statement, communications, financial statements or other documents
are available on EDGAR.

 (q) Investment
Limitation . The Company shall not invest or otherwise use the proceeds received by the Company from its sale of the Securities
in such a manner as would require the Company or any of its subsidiaries to register as an investment company under the Investment Company
Act.

 (r) No
Stabilization or Manipulation; Compliance with Regulation M . The Company will not take, and will ensure that no affiliate of
the Company will take, directly or indirectly, any action designed to or that might cause or result in stabilization or manipulation
of the price of the Common Stock or any reference security with respect to the Common Stock, whether to facilitate the sale or resale
of the Securities or otherwise, and the Company will, and shall cause each of its affiliates to, comply with all applicable provisions
of Regulation M.

 (s) Enforce
Lock-Up Agreements . During the Lock-up Period, the Company will enforce all agreements between the Company and any of its securityholders
that restrict or prohibit, expressly or in operation, the offer, sale or transfer of Common Stock or Related Securities or any of the
other actions restricted or prohibited under the terms of the Lock-up Agreement. In addition, the Company will direct the transfer agent
to place stop transfer restrictions upon any such securities of the Company that are bound by such “lock-up” agreements for
the duration of the periods contemplated in such agreements, including, without limitation, “lock-up” agreements entered
into by the Company’s officers and directors pursuant to Section 6(i) hereof.

 (t) Company
to Provide Interim Financial Statements . Prior to the Closing Date, the Company will furnish MDB Capital, as soon as they have
been prepared by or are available to the Company, a copy of any unaudited interim financial statements of the Company for any period
subsequent to the period covered by the most recent financial statements appearing in the Registration Statement and the Prospectus,
provided, however, that the requirements of this Section 3(t) shall be satisfied to the extent that such financial statements are available
on EDGAR.

 21

 (u) Warrant
Shares Reserved . The Company shall, at all times while any Warrants or Underwriter Warrants are outstanding, reserve and keep
available out of its authorized but unissued and otherwise unreserved shares of Common Stock, solely for the purpose of enabling it to
issue the Warrant Shares and Underwriters’ Warrant (the “ Underwriter’s Warrant Shares ”) upon exercise
of such Warrants, the number of Investors’ Warrant Shares and Underwriters’ Warrant Shares that are initially issuable and
deliverable upon the exercise of the then outstanding Warrants.

 (v)
Restriction on Continuous Offerings. Notwithstanding the restrictions contained in paragraphs (o) and (s) of this Section 3, the
Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of MDB Capital, it will not, for
a period of 12 months after the date of this Agreement, directly or indirectly in any “at-the-market” or continuous equity
transaction, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of shares of capital stock of the Company
or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company,.

 Unless
otherwise stated herein, MDB Capital may, in its sole discretion, waive in writing the performance by the Company of any one or more
of the foregoing covenants or extend the time for their performance.

 Section
4. Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of
its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses
incident to the issuance and delivery of the Securities, (ii) all fees and expenses of the registrar and transfer agent of the Securities,
including the Warrant Shares, (iii) all necessary issue, transfer, stamp and other similar taxes in connection with the issuance and
sale of the Securities to MDB Capital, (iv) all fees and expenses of the Company’s counsel, independent public or certified public
accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and
distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts),
the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the
Company, and each preliminary prospectus and all amendments and supplements thereto, and this Agreement, (vi) the costs and expenses
of the Company relating to investor presentations on any “road show”, including, without limitation, expenses associated
with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics,
fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel
and lodging expenses of the representatives, employees and officers of the Company and any such consultants, (vii) the fees and expenses
associated with listing the Shares on Nasdaq, (viii) the fees and expenses of legal counsel to MDB Capital in the amount of $78,000,
(ix) the fees and costs of a Qualified Independent Underwriter agreed upon by MDB Capital and the Company not to exceed $175,000. Except
as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, MDB Capital shall pay their own expenses, including the
fees and disbursements of any transfer, stamp and other similar taxes in connection with the sale of the Securities by MDB Capital.

 Section
5. Covenant of MDB Capital. MDB Capital covenants with the Company not to take any action that would result in the Company being
required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf
of MDB Capital that otherwise would not, but for such actions, be required to be filed by the Company under Rule 433(d).

 Section
6.  Conditions of the Obligations of MDB Capital. The obligations of MDB Capital hereunder to purchase and pay for the
Securities as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part
of the Company set forth in Section 1 hereof as of the date hereof and as of the Closing Date as though then made, and to each of the
following additional conditions:

 22

 (a)
[Reserved]

 (b) Compliance
with Registration Requirements; No Stop Order; No Objection from FINRA. For the period from and after the date of this Agreement
and through and including the Closing Date: (i) the Company shall have filed the Prospectus with the Commission (including the information
previously omitted from the Registration Statement pursuant to Rule 430B under the Securities Act) in the manner and within the time
period required by Rule 424(b) under the Securities Act; or the Company shall have filed a post-effective amendment to the Registration
Statement containing the information previously omitted from the Registration Statement pursuant to such Rule 430B, and such post-effective
amendment shall have become effective; and the Company shall have complied with all filing requirements applicable to any free writing
prospectus used or referred to after the date hereof; (ii) no stop order suspending the effectiveness of either registration statement
comprising the Registration Statement or any post-effective amendment thereto shall be in effect, and no proceedings for such purpose
shall have been instituted or threatened by the Commission and the Commission shall not have notified the Company of any objection to
the use of the form of either registration statement comprising the Registration Statement or any post-effective amendment thereto; and
(iii) if a filing has been made with FINRA, FINRA shall have raised no objection to the fairness and reasonableness of the underwriting
terms and arrangements.

 (c) No
Material Adverse Change or Ratings Agency Change . For the period from and after the date of this Agreement and through and including
the Closing Date: (i) in the judgment of MDB Capital there shall not have occurred any Material Adverse Change; and (ii) there shall
not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for
a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or
any of its subsidiaries by any “nationally recognized statistical rating organization” as that term is used in Rule 15c3-1(c)(2)(vi)(F)
under the Exchange Act.

 (d) Opinion
of Counsel for the Company . On the Closing Date, MDB Capital shall have received the opinion and negative assurance letter of
Spencer Fane LLP, counsel for the Company, dated as of such date, substantially in the form attached hereto as Exhibit D.

 (e)
[Reserved]

 (f)
[Reserved] .

 (g) Officers’
Certificate . On the Closing Date, MDB Capital shall have received a certificate executed by the Chief Executive Officer or President
of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and
further to the effect that:

 (i) for
the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse
Change;

 (ii)   the
representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the same
force and effect as though expressly made on and as of such date;

 (iii)   the
Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder
at or prior to such date; and

 (iv) to
the effect of 6(c)(ii).

 23

 (h)
[Reserved]

 (i) Lock-Up
Agreements. On or prior to the date hereof, the Company shall have furnished to MDB Capital an agreement in the form of Exhibit
A hereto from each of the persons listed on Exhibit B hereto, and each such agreement shall be in full force and effect on
the Closing Date.

 (j) [ Reserved].

 (k) Rule
462(b) Registration Statement. In the event that a Rule 462(b) Registration Statement is filed in connection with the offering
contemplated by this Agreement, such Rule 462(b) Registration Statement shall have been filed with the Commission on the date of this
Agreement and shall have become effective automatically upon such filing.

 (l) Additional
Documents . On the Closing Date, MDB Capital and counsel for MDB Capital shall have received such information, documents and opinions
as they may reasonably request for the purposes of enabling them to pass upon the issuance and sale of the Securities as contemplated
herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions
or agreements, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Securities
as contemplated herein and in connection with the other transactions contemplated by this Agreement shall be satisfactory in form and
substance to MDB Capital and counsel for MDB Capital.

 (m)   Form
of Warrant . MDB Capital shall have received a form of Underwriter’s Warrant in form and substance satisfactory to MDB Capital.

 (n) Accurate
Disclosure. MDB Capital shall not have discovered and disclosed to the Company on or prior to the Closing Date, that the Registration
Statement, the Prospectus or the Time of Sale Prospectus, or any amendment or supplement thereto, contains an untrue statement of a fact
which, in the opinion of counsel for MDB Capital, is material or omits to state a fact which, in the opinion of such counsel, is material
and is required to be stated therein or is necessary to make the statements therein not misleading.

If any condition specified in this Section 6 is not satisfied when and as required to be satisfied, this Agreement may be terminated
by MDB Capital by notice from MDB Capital to the Company at any time on or prior to the Closing Date, which termination shall be without
liability on the part of any party to any other party, except that Section 4, Section 7, Section 9 and Section 10 shall at all times
be effective and shall survive such termination.

 Section
7. Additional Covenants .

 (a)
 Board Composition and Board Designations . The Company shall ensure that: (i) the qualifications of the persons serving as
members of the Board of Directors and the overall composition of its Board of Directors complies with the Sarbanes-Oxley Act, with the
Exchange Act and with the listing rules of Nasdaq or any other national securities exchange, as the case may be, in the event the Company
seeks to have its Securities listed on another exchange or quoted on an automated quotation system, and (ii) if applicable, at least
one member of the Audit Committee of the Board of Directors qualifies as an “audit committee financial expert,” as such term
is defined under Regulation S-K and the listing rules of the Exchange.

 24

 (b)
 Prohibition on Press Releases and Public Announcements . The Company shall not issue press releases or engage in any other
publicity, without the MDB Capital’s prior written consent, for a period ending at 5:00 p.m., Eastern time, on the first (1 st )
Business Day following (the fortieth (40 th ) day after the Closing, other than normal and customary releases issued in the
ordinary course of the Company’s business.

 Section
8. Effectiveness of this Agreement . This Agreement shall become effective upon the execution and delivery hereof by the parties
hereto.

 Section
9. Indemnification.

 (a) Indemnification
of MDB Capital . The Company will indemnify and hold harmless MDB Capital, its affiliates, directors, officers, employees and
agents, and each person, if any, who controls MDB Capital within the meaning of the Securities Act or the Exchange Act against any loss,
claim, damage, liability or expense, as incurred, to which MDB Capital or any of its affiliates, directors, officers, employees, agents
or controlling persons may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation,
or the laws or regulations of foreign jurisdictions where the Securities have been offered or sold or at common law or otherwise (including
in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim,
damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement
or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or
alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading;
or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale
Prospectus, any free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d)
of the Securities Act, any Marketing Material or the Prospectus (or any amendment or supplement to the foregoing), or the omission or
alleged omission to state therein a material fact necessary in order to make the statements, in light of the circumstances under which
they were made, not misleading; or (iii) any act or failure to act or any alleged act or failure to act by MDB Capital in connection
with, or relating in any manner to, the Securities or the offering contemplated hereby, and which is included as part of or referred
to in any loss, claim, damage, liability or action arising out of or based upon any matter covered by clause (i) or (ii) above; and to
reimburse MDB Capital and its affiliates, directors, officers, employees, agents and controlling persons for any and all reasonable expenses
(including the reasonable and documented fees and disbursements of counsel) as such expenses are incurred by MDB Capital or its affiliates,
directors, officers, employees, agents or controlling persons in connection with investigating, defending, settling, compromising or
paying any such loss, claim, damage, liability, expense or action; provided, however , that the foregoing indemnity agreement shall
not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue
statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information relating
to MDB Capital furnished to the Company by MDB Capital in writing expressly for use in the Registration Statement, any preliminary prospectus,
the Time of Sale Prospectus, any such free writing prospectus, any Marketing Material or the Prospectus (or any amendment or supplement
thereto), it being understood and agreed that the only such information consists of the information described in Section 9(b) below.

 25

 (b) Indemnification
of the Company, its Directors and Officers . MDB Capital agrees to indemnify and hold harmless the Company, each of its directors,
each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the
Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any
such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state
statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected
with the written consent of MDB Capital), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as
contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained
in the Registration Statement, or any amendment thereto, or any omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement
of a material fact included or incorporated by reference in any preliminary prospectus, the Time of Sale Prospectus, any free writing
prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433 of the Securities Act or the
Prospectus (or any such amendment or supplement) or the omission or alleged omission to state therein a material fact necessary in order
to make the statements, in light of the circumstances under which they were made, not misleading, in each case to the extent, but only
to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement,
such Preliminary Prospectus, the Time of Sale Prospectus, such free writing prospectus or the Prospectus (or any such amendment or supplement),
in reliance upon and in conformity with information furnished to the Company by MDB Capital in writing expressly for use therein; and
to reimburse the Company, or any such director, officer or controlling person for any and all reasonable expenses (including the reasonable
and documented fees and disbursements of counsel) as such expenses are incurred by the Company, or any such director, officer or controlling
person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense
or action. The Company hereby acknowledges that the only information that MDB Capital has furnished to the Company expressly for use
in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus that the Company
has filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement to
the foregoing) are the concession figure appearing in the fifth paragraph under the caption “Underwriting” in the Prospectus.
The indemnity agreement set forth in this Section 9(b) shall be in addition to any liabilities that MDB Capital may otherwise have.

 (c) Notifications
and Other Indemnification Procedures . Promptly after receipt by an indemnified party under this Section 9 of notice of the commencement
of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section
9, notify the indemnifying party in writing of the commencement thereof, but the omission to so notify the indemnifying party will not
relieve the indemnifying party from any liability which it may have to any indemnified party to the extent the indemnifying party is
not materially prejudiced as a proximate result of such failure and shall not in any event relieve the indemnifying party from any liability
that it may have otherwise than on account of this indemnity agreement. In case any such action is brought against any indemnified party
and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to
participate in, and, to the extent that it shall elect, jointly with all other indemnifying parties similarly notified, by written notice
delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof
with counsel reasonably satisfactory to such indemnified party; provided, however , that if the defendants in any such action include
both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that a conflict may arise
between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there
may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the
indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and
to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the
indemnifying party to such indemnified party of such indemnifying party’s election to so assume the defense of such action and
approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section
9 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the
indemnified party shall have employed separate counsel in accordance with the proviso to the preceding sentence (it being understood,
however, that the indemnifying party shall not be liable for the fees and expenses of more than one separate counsel (together with local
counsel), representing the indemnified parties who are parties to such action), which counsel (together with any local counsel) for the
indemnified parties shall be selected by MDB Capital (in the case of counsel for the indemnified parties referred to in Section 9(a)
above) or by the Company (in the case of counsel for the indemnified parties referred to in Section 9(b) above) or (ii) the indemnifying
party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time
after notice of commencement of the action or (iii) the indemnifying party has authorized in writing the employment of counsel for the
indemnified party at the expense of the indemnifying party, in each of which cases the fees and expenses of counsel shall be at the expense
of the indemnifying party and shall be paid as they are incurred.

 26

 (d) Settlements .
The indemnifying party under this Section 9 shall not be liable for any settlement of any proceeding effected without its written consent,
such consent not to be unreasonably withheld but if settled with such consent or if there be a final judgment for the plaintiff, the
indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such
settlement or judgment No indemnifying party shall, without the prior written consent of the indemnified party, to be unreasonably withheld,
effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect
of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified
party, unless such settlement, compromise or consent includes an unconditional release of such indemnified party from all liability on
claims that are the subject matter of such action, suit or proceeding and does not include an admission of fault or culpability or a
failure to act by or on behalf of such indemnified party.

 Section
10.  Contribution . If the indemnification provided for in Section 9 is for any reason held to be unavailable to or otherwise
insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities or expenses referred to therein,
then each indemnifying party shall contribute to the aggregate amount paid or payable by such indemnified party, as incurred, as a result
of any losses, claims, damages, liabilities or expenses referred to therein (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company, on the one hand, and MDB Capital, on the other hand, from the offering of the Securities pursuant to
this Agreement or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, on the one hand,
and MDB Capital, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities
or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand,…

EX-10.2 · ex10-2.htm

EX-10.2
 4
 ex10-2.htm
 EX-10.2

 Exhibit
10.2

 WARRANT
AGENT AGREEMENT

 WARRANT
AGENT AGREEMENT (this “ Warrant Agreement ”) dated as of June 5, 2026 (the “ Issuance Date ”) between
eXoZymes Inc., a company incorporated under the laws of the State of Nevada (the “ Company ”), and VStock Transfer LLC
(the “ Warrant Agent ”).

 RECITALS

 WHEREAS,
pursuant to the terms of that certain Underwriting Agreement (“ Underwriting Agreement ”), dated June 5, 2026, by and
among the Company and Public Ventures, LLC (d/b/a MDB Capital), as representative of the underwriters (the “Underwriters”)
set forth therein, the Company is engaged in a public offering (the “ Offering ”) of up to 681,111 shares (the “ Shares ”)
of common stock, par value $0.000001 per share (the “ Common Stock ”), and up to 340,555 warrants (the “ Warrants ”)
to purchase up to 340,555 shares of Common Stock (the “ Warrant Shares ”), including Shares and Warrants issuable pursuant
to the underwriters’ over-allotment option;

 WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “ Commission ”) a Registration Statement on Form
S-3 (Registration No. 333-292781) (as the same may be amended from time to time, the “ Registration Statement ”) for
the registration under the Securities Act of 1933, as amended (the “ Securities Act ”), of the Shares, Warrants and
Warrant Shares, and such Registration Statement was declared effective on January 23, 2026;

 WHEREAS,
the Company desires the Warrant Agent to act on behalf of the Company as Warrant Agent, and the Warrant Agent is willing to so act, in
accordance with the terms set forth in this Warrant Agreement, in connection with the issuance, registration, transfer, exchange and
exercise of the Warrants;

 WHEREAS,
the Company desires to provide for the provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective
rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and

 WHEREAS,
all acts and things have been done and performed which are necessary to make the Warrants the valid, binding and legal obligations of
the Company, and to authorize the execution and delivery of this Warrant Agreement.

 AGREEMENT

 NOW,
THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:

 1.
 Appointment of Warrant Agent . The Company hereby appoints the Warrant Agent to act as agent for the Company with respect to the
Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the express terms and
conditions set forth in this Warrant Agreement (and no implied terms or conditions).

 2.
 Warrants .

 2.1.
 Form of Warrants . The Warrants shall be registered securities and shall be initially evidenced by a global Warrant certificate
(“ Global Certificate ”) in the form of Annex A to this Warrant Agreement, which shall be deposited on behalf
of the Company with a custodian for The Depository Trust Company (“ DTC ”) and registered in the name of Cede &
Co., a nominee of DTC. If DTC subsequently ceases to make its settlement system available for the Warrants, the Company may instruct
the Warrant Agent regarding making arrangements for book-entry settlement. In the event that the Warrants are not eligible for, or it
is no longer necessary to have the Warrants available in, registration in the name of Cede & Co., a nominee of DTC, the Company may
instruct the Warrant Agent to provide written instructions to DTC to deliver to the Warrant Agent for cancellation the Global Certificate,
and the Company shall instruct the Warrant Agent to deliver to each Holder (as defined below) separate certificates evidencing Warrants
(“ Definitive Certificates ” and, together with the Global Certificate, “ Warrant Certificates ”),
in the form of Annex C to this Warrant Agreement. The Warrants represented by the Global Certificate are referred to as “ Global
Warrants ”.

 1

 2.2.
 Issuance and Registration of Warrants .

 2.2.1.
 Warrant Register . The Warrant Agent shall maintain books (“ Warrant Register ”) for the registration of original
issuance and the registration of transfer of the Warrants. Any Person in whose name ownership of a beneficial interest in the Warrants
evidenced by a Global Certificate is recorded in the records maintained by DTC or its nominee shall be deemed the “beneficial owner”
thereof, provided that all such beneficial interests shall be held through a Participant (as defined below), which shall be the registered
holder of such Warrants.

 2.2.2.
 Issuance of Warrants . Upon the initial issuance of the Warrants, the Warrant Agent shall issue the Global Certificate and deliver
the Warrants in the DTC settlement system in accordance with written instructions delivered to the Warrant Agent by the Company. Ownership
of beneficial interests in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained
(i) by DTC and (ii) by institutions that have accounts with DTC (each, a “ Participant ”), subject to a Holder’s
right to elect to receive a Warrant in certificated form in the form of Annex C to this Warrant Agreement. Any Holder desiring
to elect to receive a Warrant in certificated form shall make such request in writing delivered to the Warrant Agent pursuant to Section
2.2.8, and shall surrender to the Warrant Agent the interest of the Holder on the books of the Participant evidencing the Warrants which
are to be represented by a Definitive Certificate through the DTC settlement system. Thereupon, the Warrant Agent shall countersign and
deliver to the Person entitled thereto a Warrant Certificate or Warrant Certificates, as the case may be, as so requested.

 2.2.3.
 Beneficial Owner; Holder . Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent
may deem and treat the Person in whose name that Warrant shall be registered on the Warrant Register (the “ Holder, ”
which term shall include a Holder’s transferees, successors and assigns and a “Holder” shall include, if the Warrants
are held in “street name,” a Participant or a designee appointed by such Participant) as the absolute owner of such Warrant
for purposes of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by
any notice to the contrary. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Warrant Agent or any agent of
the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by DTC governing
the exercise of the rights of a holder of a beneficial interest in any Warrant. The rights of beneficial owners in a Warrant evidenced
by the Global Certificate shall be exercised by the Holder or a Participant through the DTC system, except to the extent set forth herein
or in the Global Certificate.

 2.2.4.
 Execution . The Warrant Certificates shall be executed on behalf of the Company by any authorized officer of the Company (an “ Authorized
Officer ”), which need not be the same authorized signatory for all of the Warrant Certificates, either manually or by facsimile
signature. The Warrant Certificates shall be countersigned by an authorized signatory of the Warrant Agent, which need not be the same
signatory for all of the Warrant Certificates, and no Warrant Certificate shall be valid for any purpose unless so countersigned. In
case any Authorized Officer of the Company that signed any of the Warrant Certificates ceases to be an Authorized Officer of the Company
before countersignature by the Warrant Agent and issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be
countersigned by the Warrant Agent, issued and delivered with the same force and effect as though the person who signed such Warrant
Certificates had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by
any person who, at the actual date of the execution of such Warrant Certificate, shall be an Authorized Officer of the Company authorized
to sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement any such person was not such an Authorized
Officer.

 2.2.5.
 Registration of Transfer . At any time at or prior to the Expiration Date (as defined below), a transfer of any Warrants may be
registered and any Warrant Certificate or Warrant Certificates may be split up, combined or exchanged for another Warrant Certificate
or Warrant Certificates evidencing the same number of Warrants as the Warrant Certificate or Warrant Certificates surrendered. Any Holder
desiring to register the transfer of Warrants or to split up, combine or exchange any Warrant Certificate shall make such request in
writing delivered to the Warrant Agent, and shall surrender to the Warrant Agent the Warrant Certificate or Warrant Certificates evidencing
the Warrants the transfer of which is to be registered or that is or are to be split up, combined or exchanged. Thereupon, the Warrant
Agent shall countersign and deliver to the Person entitled thereto a Warrant Certificate or Warrant Certificates, as the case may be,
as so requested. The Warrant Agent may require reasonable and customary payment with respect to a registration of transfer of Warrants
or a split-up, combination or exchange of a Warrant Certificate (but, for purposes of clarity, not upon the exercise of the Warrants
and issuance of Warrant Shares to the Holder), of a sum sufficient to cover any tax or governmental charge that may be imposed in connection
with such registration of transfer, split-up, combination or exchange, together with reimbursement to the Warrant Agent of all reasonable
expenses incidental thereto. All such fees and expenses shall be paid by the Company, and not by the Holder.

 2

 2.2.6.
 Loss, Theft and Mutilation of Warrant Certificates . Upon receipt by the Company and the Warrant Agent of evidence reasonably satisfactory
to them of the loss, theft, destruction or mutilation of a Warrant Certificate, and, in case of loss, theft or destruction, of indemnity
or security in customary form and amount, and reimbursement to the Company and the Warrant Agent of all reasonable expenses incidental
thereto, and upon surrender to the Warrant Agent and cancellation of the Warrant Certificate if mutilated, the Warrant Agent shall, on
behalf of the Company, countersign and deliver a new Warrant Certificate of like tenor to the Holder in lieu of the Warrant Certificate
so lost, stolen, destroyed or mutilated. The Warrant Agent may charge the Holder an administrative fee for processing the replacement
of lost Warrant Certificates, which shall be charged only once in instances where a single surety bond obtained covers multiple certificates.
The Warrant Agent may receive compensation from the surety companies or surety bond agents for administrative services provided to them.

 2.2.7.
 Proxies . The Holder of a Warrant may grant proxies or otherwise authorize any Person, including the Participants and beneficial
holders that may own interests through the Participants, to take any action that a Holder is entitled to take under this Warrant Agreement
or the Warrants; provided , however , that at all times that Warrants are evidenced by a Global Certificate, exercise of
those Warrants shall be effected on their behalf by Participants through DTC in accordance the procedures administered by DTC.

 2.2.8.
 Warrant Certificate Request . A Holder has the right to elect at any time or from time to time a Warrant Exchange (as defined below)
pursuant to a Warrant Certificate Request Notice (as defined below). Upon written notice by a Holder to the Warrant Agent for the exchange
of some or all of such Holder’s Global Warrants for a Definitive Certificate evidencing the same number of Warrants, which request
shall be in the form attached hereto as Annex E (a “ Warrant Certificate Request Notice ” and the date of delivery
of such Warrant Certificate Request Notice by the Holder, the “ Warrant Certificate Request Notice Date ” and the deemed
surrender upon delivery by the Holder of a number of Global Warrants for the same number of Warrants evidenced by a Definitive Certificate,
a “ Warrant Exchange ”), the Warrant Agent shall promptly effect the Warrant Exchange and shall promptly issue and deliver
to the Holder a Definitive Certificate for such number of Warrants in the name set forth in the Warrant Certificate Request Notice. Such
Definitive Certificate shall be dated the original issue date of the Warrants, shall be manually executed by an authorized signatory
of the Company, shall be in the form attached hereto as Annex C , and shall be reasonably acceptable in all respects to such Holder.
In connection with a Warrant Exchange, the Company agrees to deliver, or to direct the Warrant Agent to deliver, the Definitive Certificate
to the Holder within the earlier of (i) one (1) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period
(as defined below) of the Warrant Certificate Request Notice pursuant to the delivery instructions in the Warrant Certificate Request
Notice (“ Warrant Certificate Delivery Date ”). If the Company fails for any reason to deliver to the Holder the Definitive
Certificate subject to the Warrant Certificate Request Notice by the Warrant Certificate 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 evidenced by such Definitive Certificate
(based on the VWAP of the Common Stock on the Warrant Certificate Request Notice Date), $10 per Business Day for each Business Day after
such Warrant Certificate Delivery Date until such Definitive Certificate is delivered or, prior to delivery of such Warrant Certificate,
the Holder rescinds such Warrant Exchange. The Company covenants and agrees that, upon the date of delivery of the Warrant Certificate
Request Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary
set forth herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants
evidenced by such Warrant Certificate and the terms of this Warrant Agreement, other than Sections 3.3 and 8 herein, which shall not
apply to the Warrants evidenced by the Definitive Certificate. For purposes of clarity, if there is a conflict between the express terms
of this Warrant Agreement and the Warrant Certificate in the form of Annex C hereto with respect to terms of the Warrants, the
terms of the Warrant Certificate shall govern and control.

 3

 3.
 Terms and Exercise of Warrants .

 3.1.
 Exercise Price . Each Warrant shall entitle the Holder, subject to the provisions of the applicable Warrant Certificate and of
this Warrant Agreement, to purchase from the Company the number of shares of Common Stock stated therein, at the price of $11.24 per
whole share, subject to the subsequent adjustments provided in Sections 3 and 4 hereof. The term “ Exercise Price ”
as used in this Warrant Agreement refers to the price per share at which shares of Common Stock may be purchased at the time a Warrant
is exercised.

 3.2.
 Duration of Warrants . Warrants may be exercised only during the period (“ Exercise Period ”) commencing on June
5, 2027 (the “Exercise Date”) and terminating at 5:00 P.M., New York City time (the “ close of business ”)
on June 5, 2031 (“ Expiration Date ”). Each Warrant not exercised on or before the Expiration Date shall become void,
and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the close of business on the
Expiration Date.

 3.3.
 Exercise of Warrants .

 3.3.1.
 Exercise and Payment .

 (a)
Exercise of the purchase rights represented by a Warrant may be made, in whole or in part, at any time or times during the Exercise Period
by delivery to the Company or the Warrant Agent of the Notice of Exercise in the form annexed as Annex B hereto (the “ Notice
of Exercise ”). Within the earlier of (i) one (1) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement
Period following the date the Holder delivers the Notice of Exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price
for the 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 3.3.6 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 form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender
a Warrant Certificate to the Company until the Holder has purchased all of the Warrant Shares available thereunder and the Warrant has
been exercised in full, in which case, the Holder shall surrender such Warrant to the Company for cancellation within three (3) Trading
Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of a Warrant resulting in purchases of a
portion of the total number of Warrant Shares available thereunder 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) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of a 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 thereof.

 (b)
Notwithstanding the foregoing in this Section 3.3.1, a Holder whose interest in a Warrant is a beneficial interest in certificate(s)
representing such Warrant held in registered form through DTC (or another established clearing corporation performing similar functions),
shall effect exercises made pursuant to this Section 3.3.1 by delivering to DTC (or such other clearing corporation, as applicable) the
appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing
corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms
of this Warrant Agreement, in which case this sentence shall not apply. Upon giving irrevocable instructions to its Participant to exercise
Warrants, solely for purposes of Regulation SHO, the holder whose interest in the Warrant is a beneficial interest shall be deemed to
have exercised such Warrant, regardless of when the applicable Warrant Shares are delivered to such holder.

 4

 3.3.2.
 Issuance of Warrant Shares .

 (a)
The Warrant Agent shall, on the Trading Day following the date of exercise of any Warrant, advise the Company, and the transfer agent
and registrar for the Company’s Common Stock (the “ Transfer Agent ”), in respect of (i) the number of Warrant
Shares indicated on the Notice of Exercise as issuable upon such exercise with respect to such exercised Warrants, (ii) the instructions
of the Holder or Participant, as the case may be, provided to the Warrant Agent with respect to the delivery of the Warrant Shares and
the number of Warrants that remain outstanding after such exercise and (iii) such other information as the Company or the Transfer Agent
shall reasonably request.

 (b)
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 DTC 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 or (B) the 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 Days of, 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 the 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 Days of 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 program so long as the Warrants 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.

 3.3.3.
 Valid Issuance . All Warrant Shares issued by the Company upon the proper exercise of a Warrant in conformity with this Warrant
Agreement shall be validly issued, fully paid and non-assessable.

 3.3.4.
 No Fractional Exercise . No fractional Warrant Shares will be issued upon the exercise of the Warrant. If, by reason of any adjustment
made pursuant to Section 4, a Holder would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share,
the Company shall, upon such exercise, round up to the nearest whole number the number of Warrant Shares to be issued to such Holder.

 3.3.5.
 No Transfer Taxes . 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 Warrant Shares are to be issued in a name other than the name of the Holder, the 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 DTC (or another established clearing
corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

 5

 3.3.6.
 Restrictive Legend Events; Cashless Exercise Under Certain Circumstances .

 (a)
The Company shall use its reasonable commercial efforts to maintain the effectiveness of the Registration Statement and the current status
of the prospectus included therein or to file and maintain the effectiveness of another registration statement and another current prospectus
covering the Warrants and the Warrant Shares at any time that the Warrants are exercisable. The Company shall provide to the Warrant
Agent and each Holder prompt written notice of any time that the Company is unable to deliver the Warrant Shares via DTC transfer or
otherwise without restrictive legend because (A) the Commission has issued a stop order with respect to the Registration Statement, (B)
the Commission otherwise has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently,
(C) the Company has suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or (D)
the prospectus contained in the Registration Statement is not available for the issuance of the Warrant Shares to the Holder (each a
“ Restrictive Legend Event ”). To the extent that the Warrants cannot be exercised as a result of a Restrictive Legend
Event, the Company shall, at the election of the Holder, which shall be given within five (5) days of receipt of such notice of the Restrictive
Legend Event, either (A) rescind the previously submitted Notice of Exercise and the Company shall return all consideration paid by registered
holder for such shares upon such rescission or (B) treat the attempted exercise as a cashless exercise as described in paragraph (ii)
below and refund the cash portion of the exercise price to the Holder.

 (b)
If a Restrictive Legend Event has occurred, the Warrant may also be exercisable on a cashless basis. Notwithstanding anything herein
to the contrary, but without limiting the rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant
to this Section 3.3.6(b) or to receive cash payments pursuant to Section 3.3.2(b) and Section 3.3.8 herein, the Company shall not be
required to make any cash payments or net cash settlement to the Holder in lieu of delivery of the Warrant Shares. Upon a “cashless
exercise”, the Holder shall be entitled to receive the number of Warrant Shares equal to the quotient (if such quotient would be
a positive number) 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) both executed and delivered pursuant to Section 3.3.1(a) hereof on a day that is not a Trading Day or (2) both executed
 and delivered pursuant to Section 3.3.1(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 3.3.1(a) hereof 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 both executed and delivered pursuant
 to Section 3.3.1(a) hereof after the close of “regular trading hours” on such Trading Day;

 (B)
 =
 the
 Exercise Price of the Warrant, as adjusted as set forth herein; and

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

 (c)
If the Warrant Shares are issued in such a cashless exercise, the Company acknowledges and agrees 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 and the Company
agrees not to take any position contrary thereto. Upon receipt of a Notice of Exercise for a cashless exercise, the Warrant Agent will
promptly deliver a copy of the Notice of Exercise to the Company to confirm the number of Warrant Shares issuable in connection with
the cashless exercise. The Company shall calculate and transmit to the Warrant Agent in a written notice, and the Warrant Agent shall
have no duty, responsibility or obligation under this Section 3.3.6 to calculate the number of Warrant Shares issuable in connection
with any cashless exercise. The Warrant Agent shall be entitled to rely conclusively on any such written notice provided by the Company,
and the Warrant Agent shall not be liable for any action taken, suffered or omitted to be taken by it in accordance with such written
instructions or pursuant to this Warrant Agreement. Notwithstanding anything herein to the contrary, on the Expiration Date, the Warrant
shall be automatically exercised via cashless exercise pursuant to this Section 3.3.6.

 6

 3.3.7.
 Disputes . In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the number of
Warrant Shares issuable in connection with any exercise, the Company shall promptly deliver to the Holder the number of Warrant Shares
that are not disputed.

 3.3.8.
 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 3.3.2 (b) 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 a 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.

 3.3.9.
 Beneficial Ownership Limitation . The Company shall not effect any exercise of a Warrant, and a Holder shall not have the right
to exercise any portion of a Warrant, pursuant to Section 3 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 such 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, non-exercised portion of such Warrant
beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or
non-converted portion of any other securities of the Company (including, without limitation, any other securities of the Company which
would entitle the holder thereof to acquire at any time shares of 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, shares of Common Stock (“ 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 3.3.9, beneficial ownership shall be calculated in accordance
with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. It is 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 calculations and schedules required to be made or filed in accordance therewith. To the extent that the
limitation contained in this Section 3.3.9 applies, the determination of whether a Warrant is exercisable (in relation to other securities
owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of a 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 a Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution
Parties) and of which portion of a 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 3.3.9, 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 such Warrant, by the Holder or its Affiliates or Attribution Parties since the date
on 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 the Common Stock outstanding
immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of a Warrant. The Holder, upon notice
to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 3.3.9, 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 the Warrant held by the Holder and the provisions of this Section 3.3.9 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 3.3.9 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 a Warrant.

 7

 3.3.10
 Call Provisions . Subject to the provisions of this Section 3.3.10, and not subject to any limitations set forth in Section 3.3.9,
if, after the Initial Exercise Date, a share of Common Stock has traded in the Trading Market for any twenty (20) Trading Days in any
thirty (30) Trading Days at or greater than 200% of the per share offering price in the Offering, subject to adjustment as herein provided
in Section 4 (this period referred to as the “ Measurement Period ”), then the Company may, within three (3) Trading
Day after the end of such Measurement Period, call for cancellation all, and not less than all, of this Warrant and all other outstanding
Warrants of like tenor, for which a Notice of Exercise has not yet been delivered (such right, a “ Call ”) for consideration
equal to $0.01 per Warrant Share. To exercise this right, the Company must deliver to the Holder an irrevocable written notice (a “ Call
Notice ”), indicating therein the portion of unexercised portion of this Warrant to which such notice applies. If the conditions
set forth below for such Call are satisfied from the period from the date of the Call Notice through and including the Call Date (as
defined below), then this Warrant for which a Notice of Exercise shall not have been received by the Call Date will be cancelled at 5:00
p.m. (New York City time) on the thirtieth (30th) Trading Day after the date the Call Notice is received by the Holder (such date and
time, the “ Call Date ”). In furtherance thereof, the Company covenants and agrees that it will honor all Notices of
Exercise with respect to Warrant Shares subject to a Call Notice that are tendered through 5:00 p.m. (New York City time) on the Call
Date. Notwithstanding anything to the contrary set forth in this Warrant, the Company may not deliver a Call Notice or require the cancellation
of this Warrant (and any such Call Notice shall be void), unless, (1) from the beginning of the Measurement Period through the Call Date,
a registration statement shall be effective as to all Warrant Shares and the prospectus thereunder available for use by the Company for
the sale of all such Warrant Shares to the Holder, (2) the Common Stock shall be listed or quoted for trading on the Trading Market,
and (3) there is a sufficient number of authorized shares of Common Stock for issuance of all Warrant Shares. The fact that a Call may
cause a holder to violate Section 3.3.9, shall not nullify or void the Call or cause a breach under a Warrant or the Warrant Agreement.

 3.3.11
 Exercise Price Reset . The Exercise Price of a Warrant will be reset (the “Warrant Reset”), in addition to any other
adjustments thereto as provided herein, in the event the Company sells in a public or private offering (other than pursuant to an equity
incentive plan adopted by the board of directors) before the first anniversary of the date of this Offering (the “Commencement
Date”) additional shares of Common Stock, or preferred stock or other securities convertible into shares of Common Stock, at a
per share price (or equivalent) at less than the per share offering price in the Offering. In that event, the Exercise Price will reset
to a per share price of $0.001. Once reset, there will be no further resets for subsequent offerings.

 8

 To
qualify for the Warrant Reset, if any, an original purchaser of a unit of shares of Common Stock in the Offering (the “Original
Purchaser”) must be able to demonstrate that it has held all the shares of Common Stock included in the units that it acquired
in the Offering (the “Offered Shares”) up until the date of the Warrant Reset event, if any (the “Holding Period”).
If there is a Warrant Reset, then the Company will give prompt notice of the Warrant Reset and the date of the event to the holders of
Warrants, and the holders of the Warrant that qualify as having been an Original Purchaser holding their shares of Common Stock in the
Offering for the full Holding Period, will be required to submit to the Warrant Agent their outstanding Warrants for cancellation and
re-issue with the adjusted terms within thirty (30) calendar days of the date of the Company notice. Failure to submit the Warrant for
exchange will terminate the right to the Warrant Reset. The new warrant will be issued by the Warrant Agent. After the date of the Warrant
Reset, the Holding Period will terminate, and the Original Purchaser will have no further requirement to hold the Offered Shares.

 Except
for those permitted transfers described below, to qualify for the Warrant Reset, if any, the Offered Shares may not be transferred, assigned,
subject to pledge or be otherwise alienated (which includes having the Offered Shares subject to market options, swaps and other derivative
securities that transfer the value thereof) during the Holding Period. Except for the permitted transfers, the Original Purchaser will
immediately and automatically forfeit the Warrant Reset provision if the Original Purchaser transfers, assigns pledges or otherwise alienates
the Offered Shares during the Holding Period. Notwithstanding the foregoing restrictions the following transfers of Offered Shares during
the Holding Period are allowed:

 ●
 Transfers
 made by will or operation of law on the Original Purchaser’s death, to the Original Purchaser’s spouse, ex-spouse, child,
 grandchild, stepchild, or other testamentary dispositions, or

 ●
 A
 transfer made pursuant to a court order or bona-fide settlement agreement of the parties with a beneficial interest in the Offered
 Shares, or

 ●
 A
 transfer made to a trust or other similar estate planning entity for the benefit of the Original Purchaser and immediate members
 of his family, or

 ●
 A
 transfer made pursuant to a “required minimum distribution” from an account held by the Original Purchaser, or

 ●
 A
 transfer or transfers made on liquidation of any corporation, trust or other entity that is the Original Purchaser.

 To
retain the benefit of the Warrant Reset provision upon any of these occurrences the transferee must notify the Company and the transfer
agent, if applicable, on transfer and present reasonable proof or support for the allowed transfer, such as a death certificate, court
order or certificate of liquidation from an appropriate office of the state government, executed agreement and other documents reasonably
requested and acceptable in the judgement of the Company.

 4.
 Adjustments .

 4.1.
 Adjustment upon Subdivisions or Combinations . If the Company, at any time while the Warrants are 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 the Warrants), (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 and such other capital stock of the Company (excluding
treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common
Stock and such other capital stock of the Company (excluding treasury shares, if any) outstanding immediately after such event, and the
number of shares issuable upon exercise of each Warrant shall be proportionately adjusted such that the aggregate Exercise Price of such
Warrant shall remain unchanged. Any adjustment made pursuant to this Section 4.1 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.

 9

 4.2.
 Adjustment for Other Distributions .

 4.2.1.
 Subsequent Rights Offerings . In addition to any adjustments pursuant to Section 4.1 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 a 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, 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).

 4.2.2.
 Dividends . If the Company, at any time during the Exercise Period, shall pay a dividend in cash, securities or other assets to
all holders of Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than
a transaction described in Sections 4.1, 4.2.1 or 4.3 (any such non-excluded event being referred to herein as a “ Dividend ”),
then the Exercise Price shall be decreased, effective immediately after the effective date of such Dividend, by the quotient of (i) the
gross amount of cash and/or fair market value (as determined by the Company’s Board of Directors, in good faith) of all securities
or other assets paid to the holders of Common Stock (or other shares of the Company’s capital stock into which the Warrants are
convertible) in respect of such Dividend divided by (ii) the sum of the number of shares of Common Stock (or other shares of the Company’s
capital stock into which the Warrants are convertible) outstanding at the time of the Dividend plus the number of shares of Common Stock
then issuable upon exercise of all outstanding Warrants, provided, that the Exercise Price shall not be reduced below zero.

 10

 4.3.
 Fundamental Transaction . If, at any time while the Warrants are 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, 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 all 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 50% or more of the outstanding Common
Stock or 50% or more 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 all outstanding shares of Common Stock are 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 or scheme of arrangement) with another
Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding shares of Common Stock or 50%
or more of the voting power of the common equity of the Company (each a “ Fundamental Transaction ”), then, upon any
subsequent exercise of a 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 3.3.9 on the exercise of a 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 the Warrant is exercisable
immediately prior to such Fundamental Transaction (without regard to any limitation in Section 3.3.9 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. Notwithstanding anything to the contrary, in the
event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable
at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction (or, if later, the date of the
public announcement of the applicable Fundamental Transaction), purchase the Warrant from the Holder by paying to the Holder an amount
of cash equal to the Black Scholes Value of the remaining unexercised portion of the Warrant on the date of the consummation of such
Fundamental Transaction; provided, however, if the Fundamental Transaction is not within the Company’s control, including not approved
by the Company’s Board of Directors, the Holder shall only be entitled to receive from the Company or any Successor Entity, as
of the date of consummation of such Fundamental Transaction, the same type or form of consideration (and in the same proportion), at
the Black Scholes Value of the unexercised portion of the Warrant, that is being offered and paid to the holders of Common Stock of the
Company in connection with the Fundamental Transaction, whether that consideration be in the form of cash, stock or any combination thereof,
or whether the holders of Common Stock are given the choice to receive from among alternative forms of consideration in connection with
the Fundamental Transaction; provided, further, that if holders of Common Stock of the Company are not offered or paid any consideration
in such Fundamental Transaction, such holders of Common Stock will be deemed to have received common stock of the Successor Entity (which
Successor Entity may be the Company following such Fundamental Transaction) in such Fundamental Transaction. “Black Scholes Value”
means the value of this Warrant based on the Black and Scholes Option Pricing Model obtained from the “OV” function on Bloomberg,
L.P. (“Bloomberg”) determined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes
and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date
of the public announcement of the applicable contemplated Fundamental Transaction and the Expiration Date, (B) an expected volatility
equal to the greater of 100% and the 100 day volatility obtained from the HVT function on Bloomberg as of the Trading Day immediately
following the public announcement of the applicable contemplated Fundamental Transaction, (C) the underlying price per share used in
such calculation shall be the greater of (i) the sum of the price per share being offered in cash, if any, plus the value of any non-cash
consideration, if any, being offered in such Fundamental Transaction and (ii) the greater of (x) the last VWAP immediately prior to the
public announcement of such contemplated Fundamental Transaction and (y) the last VWAP immediately prior to the consummation of such
Fundamental Transaction and (D) a remaining option time equal to the time between the date of the public announcement of the applicable
contemplated Fundamental Transaction and the Expiration Date. The payment of the Black Scholes Value will be made by wire transfer of
immediately available funds within five Business Days of the Holder’s election (or, if later, on the effective date of the 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 the Warrants in accordance with the
provisions of this Section 4.3 pursuant to written agreements 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 the Warrant a security of the Successor Entity evidenced by a written instrument
substantially similar in form and substance to the 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 the
Warrant (without regard to any limitations on the exercise of the 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 the 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 the Warrants 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 the Warrants with
the same effect as if such Successor Entity had been named as the Company therein. The Company shall instruct the Warrant Agent in writing
to mail by first class mail, postage prepaid, to each Holder, written notice of the execution of any such amendment, supplement or agreement
with the Successor Entity. Any supplemented or amended agreement entered into by the successor corporation or transferee shall provide
for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 4.3. The Warrant
Agent shall have no duty, responsibility or obligation to determine the correctness of any provisions contained in such agreement or
such notice, including but not limited to any provisions relating either to the kind or amount of securities or other property receivable
upon exercise of warrants or with respect to the method employed and provided therein for any adjustments, and shall be entitled to rely
conclusively for all purposes upon the provisions contained in any such agreement. The provisions of this Section 4.3 shall similarly
apply to successive reclassifications, changes, consolidations, mergers, sales and conveyances of the kind described above.

 11

 4.4.
 Notices to Holder .

 4.4.1.
 Adjustment to Exercise Price . Whenever the Exercise Price is adjusted pursuant to any provision of this Section 4, the Company
shall promptly deliver to the Holder by facsimile or email a notice, or if there is not facsimile number or email address a written 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.

 4.4.2.
 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 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, email or written notice where there is no facsimile
or email address 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 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 Agreement constitutes, or contains, material, non-public information regarding the Company or any
of its subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K.
Provided such notice occurs within the Exercise Period, the Holder shall remain entitled to exercise its 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.

 4.5.
 Other Events . If any event occurs of the type contemplated by the provisions of Sections 4.1 or 4.2 but not expressly provided
for by such provisions (including, without limitation, the granting of stock appreciation rights, Adjustment Rights, phantom stock rights
or other rights with equity features to all holders of Common Stock for no consideration), then the Company’s Board of Directors
will, at its discretion and in good faith, make an adjustment in the Exercise Price and the number of Warrant Shares or designate such
additional consideration to be deemed issuable upon exercise of a Warrant, so as to protect the rights of the registered Holder. No adjustment
to the Exercise Price will be made pursuant to more than one sub-section of this Section 4 in connection with a single issuance.

 4.6.
 Notices of Changes in Warrant . Upon every adjustment of the Exercise Price or the number of Warrant Shares issuable upon exercise
of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Exercise Price resulting
from such adjustment and the increase or decrease, if any, in the number of Warrant Shares purchasable at such price upon the exercise
of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the
occurrence of any event specified in Sections 4.1 or 4.2, then, in any such event, the Company shall give written notice to each Holder,
at the last address set forth for such holder in the Warrant Register, as of the record date or the effective date of the event. Failure
to give such notice, or any defect therein, shall not affect the legality or validity of such event. The Warrant Agent shall be entitled
to rely conclusively on, and shall be fully protected in relying on, any certificate, notice or instructions provided by the Company
with respect to any adjustment of the Exercise Price or the number of shares issuable upon exercise of a Warrant, or any related matter,
and the Warrant Agent shall not be liable for any action taken, suffered or omitted to be taken by it in accordance with any such certificate,
notice or instructions or pursuant to this Warrant Agreement. The Warrant Agent shall not be deemed to have knowledge of any such adjustment
unless and until it shall have received written notice thereof from the Company.

 12

 5.
 Restrictive Legends; Fractional Warrants . In the event that a Warrant Certificate surrendered for transfer bears a restrictive
legend, the Warrant Agent shall not register that transfer until the Warrant Agent has received an opinion of counsel for the Company
stating that such transfer may be made and indicating whether the Warrants must also bear a restrictive legend upon that transfer. The
Warrant Agent shall not be required to effect any registration of transfer or exchange which will result in the transfer of or delivery
of a Warrant Certificate for a fraction of a Warrant.

 6.
 Other Provisions Relating to Rights of Holders of Warrants .

 6.1.
 No Rights as Stockholder . Except as otherwise specifically provided herein, a Holder, solely in its capacity as a holder of Warrants,
shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall
anything contained in this Warrant Agreement be construed to confer upon a Holder, solely in its capacity as the registered holder of
Warrants, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether
any reorganization, issue of stock, reclassification of share capital, consolidation, merger, conveyance or otherwise), receive notice
of meetings, receive dividends or subscription rights or rights to participate in new issues of shares, or otherwise, prior to the issuance
to the Holder of the Warrant Shares which it is then entitled to receive upon the due exercise of Warrants.

 6.2.
 Reservation of Common Stock . The Company shall at all times reserve and keep available a number of its authorized but unissued
shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Warrant
Agreement.

 7.
 Concerning the Warrant Agent .

 7.1.
Any instructions given to the Warrant Agent orally, as permitted by any provision of this Warrant Agreement, shall be confirmed in writing
by the Company as soon as practicable. The Warrant Agent shall not be liable or responsible and shall be fully authorized and protected
for acting, or failing to act, in accordance with any oral instructions which do not conform with the written confirmation received in
accordance with this Section 7.1.

 7.2.
Whether or not any Warrants are exercised, for the Warrant Agent’s services as agent for the Company hereunder, the Company shall
pay to the Warrant Agent such fees as may be separately agreed between the Company and Warrant Agent and the Warrant Agent’s out
of pocket expenses in connection with this Warrant Agreement, including, without limitation, the fees and expenses of the Warrant Agent’s
counsel. While the Warrant Agent endeavors to maintain out-of-pocket charges (both internal and external) at competitive rates, these
charges may not reflect actual out-of-pocket costs, and may include handling charges to cover internal processing and use of the Warrant
Agent’s billing systems. All amounts owed by the Company to the Warrant Agent under this Warrant Agreement are due within 30 days
of the Company’s receipt of an invoice. Delinquent payments are subject to a late payment charge of one and one-half percent (1.5%)
per month commencing 45 days from the invoice date. The Company agrees to reimburse the Warrant Agent for any attorney’s fees and
any other costs associated with collecting delinquent payments. No provision of this Warrant Agreement shall require Warrant Agent to
expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties under this Warrant Agreement
or in the exercise of its rights.

 7.3.
As agent for the Company hereunder, the Warrant Agent:

 (a)
shall have no duties or obligations other than those specifically set forth herein or as may subsequently be agreed to in writing by
the Warrant Agent and the Company;

 13

 (b)
shall be regarded as making no representations and having no responsibilities as to the validity, sufficiency, value, or genuineness
of the Warrants or any Warrant Shares;

 (c)
shall not be obligated to take any legal action hereunder; if, however, the Warrant Agent determines to take any legal action hereunder,
and where the taking of such action might, in its judgment, subject or expose it to any expense or liability it shall not be required
to act unless it has been furnished with an indemnity reasonably satisfactory to it;

 (d)
may rely on and shall be fully authorized and protected in acting or failing to act upon any certificate, instrument, opinion, notice,
letter, telegram, telex, facsimile transmission or other document or security delivered to the Warrant Agent and believed by it to be
genuine and to have been signed by the proper party or parties;

 (e)
shall not be liable or responsible for any recital or statement contained in the Registration Statement or any other documents relating
thereto;

 (f)
shall not be liable or responsible for any failure on the part of the Company to comply with any of its covenants and obligations relating
to the Warrants, including without limitation obligations under applicable securities laws;

 (g)
may rely on and shall be fully authorized and protected in acting or failing to act upon the written, telephonic or oral instructions
with respect to any matter relating to its duties as Warrant Agent covered by this Warrant Agreement (or supplementing or qualifying
any such actions) of officers of the Company, and is hereby authorized and directed to accept instructions with respect to the performance
of its duties hereunder from the Company or counsel to the Company, and may apply to the Company, for advice or instructions in connection
with the Warrant Agent’s duties hereunder, and the Warrant Agent shall not be liable for any delay in acting while waiting for
those instructions; any applications by the Warrant Agent for written instructions from the Company may, at the option of the Warrant
Agent, set forth in writing any action proposed to be taken or omitted by the Warrant Agent under this Warrant Agreement and the date
on or after which such action shall be taken or such omission shall be effective; the Warrant Agent shall not be liable for any action
taken by, or omission of, the Warrant Agent in accordance with a proposal included in such application on or after the date specified
in such application (which date shall not be less than five (5) Business Days after the date such application is sent to the Company,
unless the Company shall have consented in writing to any earlier date) unless prior to taking any such action, the Warrant Agent shall
have received written instructions in response to such application specifying the action to be taken or omitted;

 (h)
may consult with counsel satisfactory to the Warrant Agent, including its in-house counsel, and the advice of such counsel shall be full
and complete authorization and protection in respect of any action taken, suffered, or omitted by it hereunder in good faith and in accordance
with the advice of such counsel;

 (i)
may perform any of its duties hereunder either directly or by or through nominees, correspondents, designees, or subagents, and it shall
not be liable or responsible for any misconduct or negligence on the part of any nominee, correspondent, designee, or subagent appointed
with reasonable care by it in connection with this Warrant Agreement;

 (j)
is not authorized, and shall have no obligation, to pay any brokers, dealers, or soliciting fees to any Person; and

 (k)
shall not be required hereunder to comply with the laws or regulations of any country other than the United States of America or any
political subdivision thereof.

 7.4.
In the absence of gross negligence or willful or illegal misconduct on its part, the Warrant Agent shall not be liable for any action
taken, suffered, or omitted by it or for any error of judgment made by it in the performance of its duties under this Warrant Agreement.
Anything in this Warrant Agreement to the contrary notwithstanding, in no event shall Warrant Agent be liable for special, indirect,
incidental, consequential or punitive losses or damages of any kind whatsoever (including but not limited to lost profits), even if the
Warrant Agent has been advised of the possibility of such losses or damages and regardless of the form of action. Any liability of the
Warrant Agent will be limited in the aggregate to the amount of fees paid by the Company hereunder. The Warrant Agent shall not be liable
for any failures, delays or losses, arising directly or indirectly out of conditions beyond its reasonable control including, but not
limited to, acts of government, exchange or market ruling, suspension of trading, work stoppages or labor disputes, fires, civil disobedience,
riots, rebellions, storms, electrical or mechanical failure, computer hardware or software failure, communications facilities failures
including telephone failure, war, terrorism, insurrection, earthquakes, floods, acts of God or similar occurrences.

 14

 7.5.
In the event any question or dispute arises with respect to the proper interpretation of the Warrants or the Warrant Agent’s duties
under this Warrant Agreement or the rights of the Company or of any Holder, the Warrant Agent shall not be required to act and shall
not be held liable or responsible for its refusal to act until the question or dispute has been judicially settled (and, if appropriate,
it may file a suit in interpleader or for a declaratory judgment for such purpose) by final judgment rendered by a court of competent
jurisdiction, binding on all Persons interested in the matter which is no longer subject to review or appeal, or settled by a written
document in form and substance satisfactory to Warrant Agent and executed by the Company and each such Holder. In addition, the Warrant
Agent may require for such purpose, but shall not be obligated to require, the execution of such written settlement by all the Holders
and all other Persons that may have an interest in the settlement.

 7.6.
The Company covenants to indemnify the Warrant Agent and hold it harmless from and against any loss, liability, claim or expense (“ Loss ”)
arising out of or in connection with the Warrant Agent’s duties under this Warrant Agreement, including the costs and expenses
of defending itself against any Loss, unless such Loss shall have been determined by a court of competent jurisdiction to be a result
of the Warrant Agent’s gross negligence or willful misconduct.

 7.7.
The Company represents and warrants that (a) it is duly incorporated and validly existing under the laws of its jurisdiction of incorporation,
(b) the offer and sale of the Warrants and the execution, delivery and performance of all transactions contemplated thereby (including
this Warrant Agreement) have been duly authorized by all necessary corporate action and will not result in a breach of or constitute
a default under the articles of association, bylaws or any similar document of the Company or any indenture, agreement or instrument
to which it is a party or is bound, (c) this Warrant Agreement has been duly executed and delivered by the Company and constitutes the
legal, valid, binding and enforceable obligation of the Company, (d) the Warrants will comply in all material respects with all applicable
requirements of law and (e) to the best of its knowledge, there is no litigation pending or threatened as of the date hereof in connection
with the offering of the Warrants.

 7.8.
Set forth in Annex D hereto is a list of the names and specimen signatures of the persons authorized to act for the Company under
this Warrant Agreement. The Company shall, from time to time, certify to you the names and signatures of any other persons authorized
to act for the Company under this Warrant Agreement.

 7.9.
The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities
hereunder after giving thirty (30) days’ notice in writing to the Company, or such shorter period of time agreed to by the Company.
The Company may terminate the services of the Warrant Agent, or any successor Warrant Agent, after giving thirty (30) days’ notice
in writing to the Warrant Agent or successor Warrant Agent, or such shorter period of time as agreed. If the office of the Warrant Agent
becomes vacant by resignation, termination or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant
Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after it
has been notified in writing of such resignation or incapacity by the Warrant Agent, then the Warrant Agent or any Holder may apply to
any court of competent jurisdiction for the appointment of a successor Warrant Agent at the Company’s cost. Pending appointment
of a successor to such Warrant Agent, either by the Company or by such a court, the duties of the Warrant Agent shall be carried out
by the Company. Any successor Warrant Agent (but not including the initial Warrant Agent), whether appointed by the Company or by such
court, shall be a Person organized and existing under the laws of any state of the United States of America, in good standing, and authorized
under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment,
any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor
Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed, and except for executing
and delivering documents as provided in the sentence that follows, the predecessor Warrant Agent shall have no further duties, obligations,
responsibilities or liabilities hereunder, but shall be entitled to all rights that survive the termination of this Warrant Agreement
and the resignation or removal of the Warrant Agent, including but not limited to its right to indemnity hereunder. If for any reason
it becomes necessary or appropriate or at the request of the Company, the predecessor Warrant Agent shall execute and deliver, at the
expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor
Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any
and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority,
powers, rights, immunities, duties, and obligations.

 15

 7.10.
In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor Warrant Agent and
the Transfer Agent not later than the effective date of any such appointment.

 7.11.
Any Person into which the Warrant Agent may be merged or converted or with which it may be consolidated or any Person resulting from
any merger, conversion or consolidation to which the Warrant Agent shall be a party or any Person succeeding to the shareowner services
business of the Warrant Agent or any successor Warrant Agent shall be the successor Warrant Agent under this Warrant Agreement, without
any further act or deed.

 8.
 Miscellaneous Provisions .

 8.1.
Unless terminated earlier by the parties hereto, this Warrant Agreement shall terminate 90 days after the earlier of the Expiration Date
and the date on which no Warrants remain outstanding (the “ Termination Date ”). On the Business Day following the Termination
Date, the Warrant Agent shall deliver to the Company any entitlements, if any, held by the Warrant Agent under this Warrant Agreement.
The Warrant Agent’s right to be reimbursed for fees, charges and out-of-pocket expenses as provided in Section 7 shall survive
the termination of this Warrant Agreement.

 8.2.
If any provision of this Warrant Agreement shall be held illegal, invalid, or unenforceable by any court, this Warrant Agreement shall
be construed and enforced as if such provision had not been contained herein and shall be deemed an Agreement among the parties to it
to the full extent permitted by applicable law.

 8.3.
In the event of inconsistency between this Warrant Agreement and the descriptions in the Registration Statement, as they may from time
to time be amended, the terms of this Warrant Agreement shall control.

 8.4.
Any notice, statement or demand authorized by this Warrant Agreement to be given or made by the Company, the Warrant Agent or by the
holder of any Warrant to or on the Company or the Warrant Agent including, without limitation, any Notice of Exercise, shall be in writing
and delivered by e-mail, hand or sent by a nationally recognized overnight courier service, addressed (until another address is filed
in writing by the Company or the Warrant Agent) as set forth below and if to any holder any notice, statement or demand shall be given
to the last address set forth for such holder (if any) in the Warrant Register:

 If
to the Company, to:

 eXoZymes
Inc.

 750
Royal Oaks Drive, Suite 106

 Monrovia,
CA 91016

 Attention:
Chief Financial Officer

 Telephone
No: (626) 415-1488

 Email:
fouad@exozymes.com

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

 Spencer
Fane LLP

 711
Third Avenue – 17 th Floor

 New
York, NY 10017

 Attention:
Andrew Hudders, Esq.

 Telephone
No: (212) 907-7349

 E-mail:
ahudders@spencerfane.com

 16

 If
to the Warrant Agent, to:

 VStock
Transfer, LLC,

 18
Lafayette Place

 Woodmere,
NY 11598

 Attention:
Young Kim, Esq., Compliance Officer

 Email:
young@vstocktransfer.com

 8.5.
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 above prior to 5:00 p.m. (New York City time)
on any date, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via e-mail at the
e-mail address set forth above on a day that is not a Trading Day or later than 5:00 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. Notwithstanding any other provision of this Warrant Agreement, where
this Warrant Agreement provides for notice of any event to the Holder, if this Warrant Agreement is held in global form by DTC (or any
successor depositary), such notice shall be sufficiently given if given to DTC (or any successor depositary) pursuant to the procedures
of DTC (or such successor depositary), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant
to the terms of this Warrant Agreement, in which case this sentence shall not apply.

 8.6.
This Warrant Agreement shall be governed by and construed in accordance with the laws of the State of New York. All actions and proceedings
relating to or arising from, directly or indirectly, this Warrant Agreement may be litigated in courts located within the Borough of
Manhattan in the City and State of New York. The Company hereby submits to the personal jurisdiction of such courts and consents that
any service of process may be made by certified or registered mail, return receipt requested, directed to the Company at its address
last specified for notices hereunder.

 8.7.
This Warrant Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto. This Warrant
Agreement may not be assigned, or otherwise transferred, in whole or in part, by either party without the prior written consent of the
other party, which the other party will not unreasonably withhold, condition or delay; except that (i) consent is not required for an
assignment or delegation of duties by the Warrant Agent to any affiliate of the Warrant Agent and (ii) any reorganization, merger, consolidation,
sale of assets or other form of business combination by the Warrant Agent or the Company shall not be deemed to constitute an assignment
of this Warrant Agreement.

 8.8.
No provision of this Warrant Agreement may be amended, modified or waived, except in a written document signed by both parties. The Company
and the Warrant Agent may amend or supplement this Warrant Agreement without the consent of any Holder for the purpose of curing any
ambiguity, or curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions
with respect to matters or questions arising under this Warrant Agreement as the parties may deem necessary or desirable so long as such
amendment or supplement shall not adversely affect the interest of the Holders. All other amendments and supplements shall require the
vote or written consent of Holders of at least 50.1% of the then outstanding Warrants; provided that if any such amendment or supplement
disproportionately and adversely affects the rights of a Holder compared to other Holders, the prior written consent of such Holder shall
also be required.

 8.9.
The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect
of the issuance or delivery of Warrant Shares upon the exercise of Warrants, but the Company may require the Holders to pay any transfer
taxes in respect of the Warrants or such shares. The Warrant Agent may refrain from registering any transfer of Warrants or any delivery
of any Warrant Shares unless or until the Persons requesting the registration or issuance shall have paid to the Warrant Agent for the
account of the Company the amount of such tax or charge, if any, or shall have established to the reasonable satisfaction of the Company
and the Warrant Agent that such tax or charge, if any, has been paid.

 17

 8.10.
Nothing in this Warrant Agreement expressed and nothing that may be implied from any of the provisions hereof is intended, or shall be
construed, to confer upon, or give to, any Person other than the parties hereto and the Holders any right, remedy, or claim under or
by reason of this Warrant Agreement or of any covenant, condition, stipulation, promise, or agreement hereof.

 8.11.
A copy of this Warrant Agreement shall be available at all reasonable times at the office of the Warrant Agent designated for such purpose
for inspection by any Holder. Prior to such inspection, the Warrant Agent may require any such holder to provide reasonable evidence
of its interest in the Warrants.

 8.12.
This Warrant Agreement may be executed in any number of original, facsimile or electronic counterparts and each of such counterparts
shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

 8.13.
The Section headings herein are for convenience only and are not part of this Warrant Agreement and shall not affect the interpretation
thereof.

 8.14.
If a Warrant is held in global form through DTC (or any successor depositary), such Warrant is issued subject to this Warrant Agent Agreement.
To the extent any provision of a Warrant conflicts with the express provisions of this Warrant Agent Agreement, the provisions of such
Warrant shall govern and be controlling.

 9.
 Certain Definitions . As used herein, the following terms shall have the following meanings:

 “ Adjustment
Right ” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance,
sale or delivery (or deemed issuance, sale or delivery in accordance with Section 4) of Common Stock (other than rights of the type described
in Section 4.2 and 4.3 hereof) that could result in a decrease in the net consideration received by the Company in connection with, or
with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights)
but excluding anti-dilution and other similar rights.

 “ Affiliate ”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a 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 (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 is not then listed or quoted on 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 of the Warrants then outstanding and reasonably acceptable
to the Company, the fees and expenses of which shall be paid by 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.

 “ 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.

 18

 “ Trading
Day ” means any day on which the Common Stock is traded on the Trading Market, or, if the Trading Market is not the principal
trading market for the Common Stock, then on the principal securities exchange or securities market in the United States on which the
Common Stock is then traded, provided that “Trading Day” shall not include any day on which the Common Stock is are scheduled
to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final
hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on
such exchange or market, then during the hour ending at 4:00 P.M., New York City time).

 “ Trading
Market ” means 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).

 “ 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 the Common Stock is not then listed or traded on 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
in the “Pink Open 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 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.

 [SIGNATURE
PAGE FOLLOWS]

 19

 IN
WITNESS WHEREOF, this Warrant Agent Agreement has been duly executed by the parties hereto as of the day and year first above written.

 EXOZYMES
 INC

 By:

 Name:
 Michael
Heltzen

 Title:
 Chief
Executive Officer

 VSTOCK
 TRANSFER LLC

 By:

 Name:
 Young
D. Kim, Esq

 Title:
 Compliance
Officer

 20

 Annex
A Form of Global Certificate

 Annex
B Notice of Exercise

 Annex
C Form of Certificated Warrant

 Annex
D Authorized Representatives

 Annex
E Form of Warrant Certificate Request Notice

 ANNEX
A

 [FORM
OF GLOBAL CERTIFICATE]

 UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE
& CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

 EXOZYMES
INC.

 WARRANT
CERTIFICATE

 NOT
EXERCISABLE AFTER June 5, 2031

 This
certifies that the person whose name and address appears below, or registered assigns, is the registered owner of the number of Warrants
set forth below. Each Warrant entitles its registered holder to purchase from EXOZYMES INC., a company incorporated under the laws of
the State of Nevada (the “ Company ”), at any time commencing June 5, 2027 until prior to 5:00 P.M. (New York City time)
on June 5, 2031, one share of common stock, par value $0.000001 per share, of the Company (each, a “ Warrant Share ”
and collectively, the “ Warrant Shares ”), at an exercise price of $11.24 per share, subject to possible adjustments
as provided in the Warrant Agreement (as defined below).

 This
Warrant Certificate, with or without other Warrant Certificates, upon surrender at the designated office of the Warrant Agent, may be
exchanged for another Warrant Certificate or Warrant Certificates evidencing the same number of Warrants as the Warrant Certificate or
Warrant Certificates surrendered. A transfer of the Warrants evidenced hereby may be registered upon surrender of this Warrant Certificate
at the designated office of the Warrant Agent by the registered holder in person or by a duly authorized attorney, properly endorsed
or accompanied by proper instruments of transfer, a signature guarantee, and such other and further documentation as the Warrant Agent
may reasonably request and duly stamped as may be required by the laws of the State of New York and of the United States of America.

 The
terms and conditions of the Warrants and the rights and obligations of the holder of this Warrant Certificate are set forth in the Warrant
Agent Agreement dated as of June 5, 2026 (the “ Warrant Agreement ”) between the Company and VStock Transfer LLC (the
“ Warrant Agent ”). A copy of the Warrant Agreement is available for inspection during business hours at the office
of the Warrant Agent.

 This
Warrant Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory
of the Warrant Agent.

 WITNESS
the facsimile signature of a proper officer of the Company.

 EXOZYMES
 INC.

 By:

 Name:
 Michael
Heltzen

 Title:
 Chief
Executive Officer

 Dated:
June 5, 2026

 A- 1

 Countersigned:

 VSTOCK
TRANSFER LLC

 As
Warrant Agent

 By:

 Name:

 Title:

 PLEASE
DETACH HERE

 ——————————————————————————————————————

 Certificate
No.:_________ Number of Warrants:__________

 WARRANT
CUSIP NO.: 461874 117

 EXOZYMES
 INC.

 [Name
 & Address of Holder]

 _______________________,
 Warrant Agent

 By
 Mail:

 By
 hand or overnight courier:

 A- 2

 ANNEX
B

 NOTICE
OF EXERCISE

 TO:
 EXOZYMES
 INC.

 (1)
The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant Certificate
(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 Section 3.3.6(b)
of the Warrant Agreement (as defined in the Warrant Certificate), to exercise this Warrant with respect to the maximum number of Warrant
Shares purchasable pursuant to the cashless exercise procedure set forth in Section 3.3.6(b) of the Warrant Agreement.

 (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:

 Name
of Holder: ________________________________________________________________

 Signature
of Authorized Signatory of Holder : __________________________________________

 Name
of Authorized Signatory: ____________________________________________________________

 Title
of Authorized Signatory: _____________________________________________________________

 Date:
_______________

 B- 1

 ANNEX
C

 [FORM
OF CERTIFICATED WARRANT]

 COMMON
STOCK PURCHASE WARRANT

 EXOZYMES
INC.

 Warrant
 Shares: _______
 Initial
 Exercise Date: __________, 2025

 Issue
 Date: __________, 2025

 THIS
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 June 5, 2027 (the “ Initial Exercise Date ”) and on or prior to the 5:00 P.M., New York
City time on June 5, 2031 2 (the “ Expiration Date ”) but not thereafter, to subscribe for and purchase from
EXOZYMES INC., a Nevada 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). This Warrant shall initially be issued and maintained in the form of a security
held in book-entry form and The Depository Trust Company or its nominee (“ DTC ”) shall initially be the sole registered
holder of this Warrant, subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of
the Warrant Agent Agreement, in which case this sentence shall not apply.

 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 any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a 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 (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 is not then listed or quoted on 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 of the Warrants then outstanding and reasonably acceptable
to the Company, the fees and expenses of which shall be paid by 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.

 “ Commission ”
means the United States Securities and Exchange Commission.

 2
Insert the date that is the five-year anniversary of the Initial Exercise Date; provided, however, if such date is not a Trading Day,
insert the immediately following Trading Day.

 C- 1

 “ Common
Stock ” means the common stock of the Company, par value $0.000001 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.

 “ Proceeding ”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding,
such as a deposition), whether commenced or threatened.

 “ Registration
Statement ” means the Company’s registration statement on Form S-1 (File No. 333-292781), filed on January 16, 2026, and
declared effective by the Commission on January 23, 2026.

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

 “ Trading
Day ” means a day on which the Common Stock is traded on a Trading Market.

 “ 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).

 “ Transfer
Agent ” means VStock Transfer LLC with a mailing address of 18 Lafayette Place, Woodmere, NY 11598, and any successor transfer
agent of the Company.

 “ Warrant
Agent Agreement ” means that certain Warrant Agent Agreement, dated as of the Initial Exercise Date, between the Company and
the Warrant Agent.

 “ Warrant
Agent ” means the Transfer Agent and any successor warrant agent of the Company.

 “ Warrants ”
means this Warrant and other Common Stock Purchase Warrants issued by the Company pursuant to the Registration Statement, excluding any
Common Stock Purchase Warrants issued to the Underwriters.

 “ 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 the Common Stock is not then listed or quoted on 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
in the “Pink Open 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 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.

 C- 2

 Section
2. Exercise of Warrant .

 (a)
 Exercise and Payment . Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time
or times during the period commencing on the Initial Exercise Date and terminating at 5:00 P.M., New York City time on the Expiration
Date (“ Exercise Period ”) by delivery to the Company of a duly executed facsimile copy (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
Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the date of exercise
as aforesaid, the Holder shall deliver the aggregate Exercise Price for the 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 form 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 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) 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. Notwithstanding the foregoing in this Section 2(a), a holder
whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry form through DTC
(or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 2(a)
by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with
the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s
right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence
shall not apply.

 (b)
 Exercise Price . The exercise price per share of the Common Stock under this Warrant shall be $11.24, subject to adjustment hereunder
(the “ Exercise Price ”).

 (c)
 Cashless Exercise . If at the time of exercise hereof there is no effective registration statement registering, or the prospectus
contained therein is not available for the issuance of the Warrant Shares to the Holder, then 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 (if such quotient would be a positive number) 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) 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) 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.

 C- 3

 Notwithstanding
anything herein to the contrary, but without limiting the rights of a Holder to receive Warrant Shares on a “cashless exercise”
pursuant to this Section 2(c) or to receive cash payments pursuant to Section 3(d)(i) and Section 3(d)(iv) herein, the Company shall
not be required to make any cash payments or net cash settlement to the Holder in lieu of delivery of the Warrant Shares. 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 Expiration 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 DTC 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 or (B) 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 earlier of
(i) one (1) Trading Days 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 the earlier
of (i) one (1) Trading Days of and (ii) the number of Trading Days comprising the Standard Settlement Period following the 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 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

 (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.

 (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…