Exhibit 10.2
SECURITIES PURCHASE
AGREEMENT
This Securities Purchase Agreement
(this “Agreement”) is dated as of June 30, 2025, between Bitmine Immersion Technologies, Inc., a Delaware corporation
(the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns,
a “Purchaser” and collectively, the “Purchasers”).
WHEREAS, subject to the terms
and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and the rules
and regulations promulgated thereunder (the “Securities Act”), and Rule 506(b) of Regulation D promulgated
thereunder, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase
from the Company, Shares and/or Pre-Funded Warrants as more fully described in this Agreement (the “Offering”);
WHEREAS, contemporaneously
with the sale of the securities hereunder, the parties hereto (the “Parties”) will execute and deliver a Registration
Rights Agreement, in the form attached hereto as Exhibit A (the “Registration Rights Agreement”), pursuant
to which the Company will agree to provide certain registration rights in respect of the Shares (as hereinafter defined), the Pre-Funded
Warrants (as hereinafter defined), the Pre-Funded Warrant Shares (as hereinafter defined), the Strategic Advisor Warrants (as hereinafter
defined) and the Strategic Advisor Warrant Shares (as hereinafter defined) under the Securities Act, and the rules and regulations promulgated
thereunder; and
WHEREAS, each Purchaser and
the Company intend that each purchase pursuant to the Offering will be treated as part of an integrated transaction described under Section
351(a) of the Code.
WHEREAS, ThinkEquity LLC (the
“Placement Agent”), a U.S.-registered broker-dealer, has been engaged by the Company as the Company’s exclusive
placement agent, on a reasonable “best efforts” basis, for the Offering. The Placement Agent will be paid at the Closing,
a total cash commission of two and one half percent (2.5%) of the aggregate proceeds of the Offering and will receive warrants to purchase
a total number of shares of Common Stock equal to two and one half percent (2.5%) of the aggregate number of securities sold in this offering
(the “Placement Agent Warrants”) with such Placement Agent Warrants having an exercise price of one hundred twenty
percent (120%) of the Per Share Purchase Price.
NOW, THEREFORE, IN CONSIDERATION
of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the Company and each Purchaser agree as follows:
ARTICLE
I
DEFINITIONS
1.1
Definitions. In addition to the terms defined elsewhere
in this Agreement, for all purposes of this Agreement, the following terms have the meanings set forth in this Section 1.1:
“Acquiring Person”
shall have the meaning ascribed to such term in Section 4.5.
“Action”
shall have the meaning ascribed to such term in Section 3.1(j).
“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.
“Board of Directors”
means the board of directors of the Company.
“BTC” means
the native currency of the Bitcoin blockchain.
“Business Day”
means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by
law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required
by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any
other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so
long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally
open for use by customers on such day.
“Closing”
means the closing of the purchase and sale of the Securities pursuant to Section 2.1.
“Closing Date”
means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and
all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount, and (ii) the Company’s
obligations to deliver the Securities, in each case, have been satisfied or waived.
“Code”
means the Internal Revenue Code of 1986, as amended.
“Commission”
means the United States Securities and Exchange Commission.
“Common Stock”
means the common stock of the Company, par value $0.0001 per share, and any other class of securities into which such securities may hereafter
be reclassified or changed.
“Common Stock Equivalents”
means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including,
without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable
or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.
“Company Counsel”
means Fitzgerald Kreditor Bolduc Risbrough LLP.
“Cryptocurrencies”
means BTC and ETH.
“Digital Asset Consultant”
means Ethereum Tower LLC, or any of their affiliates that execute the Digital Asset Consulting Agreement with the Company.
“Digital Asset Consulting
Agreement” means the Digital Asset Consulting Agreement between the Company and the Digital Asset Consultant, to be executed
on or prior to the Closing Date.
“Disclosure Time”
means, (i) if this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time) and before
midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the date
hereof, unless otherwise instructed as to an earlier time by the Placement Agent, and (ii) if this Agreement is signed between midnight
(New York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than 9:01 a.m. (New York City time) on
the date hereof, unless otherwise instructed as to an earlier time by the Placement Agent.
“Effective Date”
means the earliest of the date that (a) the initial Registration Statement registering for resale all Shares and Pre-Funded Warrant
Shares has been declared effective by the Commission, (b) all of the Shares and Pre-Funded Warrant Shares have been sold pursuant
to Rule 144 or may be sold pursuant to Rule 144 without the requirement for the Company to be in compliance with the current
public information requirement of Rule 144 and without volume or manner-of-sale restrictions, (c) following the one year anniversary
of the Closing Date provided that a holder of Shares or Pre-Funded Warrant Shares is not an Affiliate of the Company, or (d) all
of the Shares and Pre-Funded Warrant Shares may be sold pursuant to an exemption from registration under Section 4(a)(1) of the Securities
Act without volume or manner-of-sale restrictions.
“ETH” means
the native cryptocurrency of the Ethereum blockchain.
“Evaluation Date”
shall have the meaning ascribed to such term in Section 3.1(s).
“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“Exempt Issuance”
means the issuance (a) of shares of Common Stock or options to employees, officers or directors of the Company pursuant to any stock
or option plan or arrangement duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a
majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) of
shares of Common Stock upon the exercise or exchange or conversion of any Securities issued hereunder and/or securities (including options,
rights or warrants) exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this
Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities
or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or
combinations) or to extend the term of such securities; (c) shares of Common Stock upon conversion or settlement of outstanding debt
as of the date hereof in an amount not to exceed $250,000; (d) of the Strategic Advisor Warrants, the Placement Agent Warrants, the
Strategic Advisor Warrant Shares and the Placement Agent Warrant Shares; (e) of shares of Common Stock or pre-funded warrants in a private
placement or other transaction with fundamental or technical institutional investors at a price per share greater than the Per Share Purchase
Price or Per Pre-Funded Warrant Purchase Price, as applicable; (f) of securities issued pursuant to acquisitions or strategic transactions
approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities”
(as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection
therewith during the prohibition period in Section 4.12(a) herein, and provided that any such issuance shall only be to a Person
(or to the equityholders of a Person) which is, itself or through its Subsidiaries, an operating company or an owner of an asset in a
business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment
of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital
or to an entity whose primary business is investing in securities; and (g) of any shares of Common Stock issued pursuant to an at-the-market
sales agreement entered into by the Company, the Placement Agent and any sales agents designated by the Company provided that any such
sales are at a price per share greater than the Per Share Purchase Price.
“FCPA”
means the Foreign Corrupt Practices Act of 1977, as amended.
“GAAP”
shall have the meaning ascribed to such term in Section 3.1(h).
“Indebtedness”
shall have the meaning ascribed to such term in Section 3.1(cc).
“Intellectual Property
Rights” shall have the meaning ascribed to such term in Section 3.1(p).
“Legend Removal Date”
shall have the meaning ascribed to such term in Section 4.1(c).
“Liens”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.
“Lock-Up Agreement”
means the lock-up agreement, dated as of the date hereof in substantially the form of Exhibit B attached hereto.
“Material Adverse
Effect” shall have the meaning assigned to such term in Section 3.1(b).
“Material Permits”
shall have the meaning ascribed to such term in Section 3.1(n).
“Money Laundering
Laws” shall have the meaning ascribed to such term in Section 3.1(rr).
“OFAC”
shall have the meaning ascribed to such term in Section 3.1(oo).
“Per Pre-Funded Warrant
Purchase Price” means the Per Share Purchase Price minus $0.0001.
“Per Share Purchase
Price” equals $4.50, subject to any adjustments for reverse and forward stock splits, stock dividends, stock combinations and
other similar transactions of the Common Stock that occur after the date of this Agreement and prior to the Closing Date.
“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.
“Placement Agency
Agreement” means that certain Placement Agency Agreement by and between the Company and the Placement Agent, dated ___, 2025.
“Placement Agent”
means ThinkEquity LLC.
“Placement Agent
Warrants” means the warrants issued to the Placement Agent pursuant to the Placement Agency Agreement as compensation for the
services of the Placement Agent in connection with the Offering.
“Placement Agent
Warrant Shares” means the shares underlying the Placement Agent Warrants.
“Pre-Funded Warrant
Purchase Price” means the Per Share Purchase Price minus $0.0001.
“Pre-Funded Warrants”
means, collectively, the pre-funded Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof,
which Pre-Funded Warrants shall be exercisable immediately and shall expire when exercised in full, in the form of Exhibit C
attached hereto.
“Pre-Funded Warrant
Shares” means the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants.
“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.
“Public Information
Failure” shall have the meaning ascribed to such term in Section 4.2(b).
“Public Information
Failure Payments” shall have the meaning ascribed to such term in Section 4.2(b).
“Purchaser Party”
shall have the meaning ascribed to such term in Section 4.8.
“Registration Rights
Agreement” shall have the meaning ascribed to such term in the recitals.
“Registration Statement”
means each resale registration statement meeting the requirements of the Registration Rights Agreement and covering the resale by the
Purchasers of the Shares, the Pre-Funded Warrant Shares and the Placement Agent Warrant Shares.
“Required Approvals”
shall have the meaning ascribed to such term in Section 3.1(e).
“Rule 144”
means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time
to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such
Rule.
“Rule 424”
means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time
to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such
Rule.
“SEC Reports”
shall have the meaning ascribed to such term in Section 3.1(h).
“Securities”
means the Shares, the Pre-Funded Warrants, the Pre-Funded Warrant Shares, the Strategic Advisor Warrants, the Strategic Advisor Warrant
Shares, the Placement Agent Warrants and the Placement Agent Shares.
“Shares”
means the shares of Common Stock issued or issuable to each Purchaser pursuant to this Agreement, but excluding the Warrant Shares.
“Short Sales”
means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be deemed to include
locating and/or borrowing shares of Common Stock).
“Strategic Advisor”
means Ethereum Tower Instant LLC and/or an affiliate thereof.
“Strategic Advisor
Agreement” means the Strategic Advisor Agreement, dated on or around July 3, 2025, by and between the Company and the Strategic
Advisor.
“Strategic Advisor
Warrants” means the warrants to purchase shares of Common Stock, to be issued to the Strategic Advisor (or an affiliate thereof)
in connection with the entry into the Strategic Advisor Agreement.
“Strategic Advisor
Warrant Shares” means the shares of Common Stock issuable upon exercise of the Strategic Advisor Warrants.
“Subscription Amount”
means, as to each Purchaser, the aggregate amount to be paid in ETH or BTC for Shares (and/or Pre-Funded Warrants in lieu of Shares) purchased
hereunder as specified below such Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription
Amount,” in United States dollars (minus, if applicable, a Purchaser’s aggregate exercise price of the Pre-Funded Warrants,
which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash).
“Subsidiary”
means any subsidiary of the Company as set forth in the SEC Reports, and shall, where applicable, also include any direct or indirect
subsidiary of the Company formed or acquired after the date hereof.
“Trading Day”
means a day on which the principal Trading Market is open for trading.
“Trading Market”
means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the
NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange (or
any successors to any of the foregoing).
“Transaction Documents”
means this Agreement, the Lock-Up Agreement, the Registration Rights Agreement, the Pre-Funded Warrants, the Placement Agency Agreement,
the Placement Agent Warrants and all exhibits and schedules thereto and hereto and any other documents or agreements executed in connection
with the transactions contemplated hereunder.
“Transfer Agent”
means West Coast Stock Transfer, Inc., and any successor transfer agent of the Company.
“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed
or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date)
on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m.
(New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted
average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common
Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Open
Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the
Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent
appraiser selected in good faith by the Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable
to the Company, the fees and expenses of which shall be paid by the Company.
“Warrants”
means the Pre-Funded Warrants.
“Warrant Shares”
means the Pre-Funded Warrant Shares.
ARTICLE
II
PURCHASE AND SALE
2.1
Closing. On the Closing Date, upon the terms and subject
to the conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the
number of shares of Common Stock (and/or Pre-Funded Warrants in lieu thereof) set forth under the heading “Subscription Amount”
on the Purchaser’s signature page hereto at the Per Share Purchase Price. Notwithstanding anything herein to the contrary, to the
extent that a Purchaser determines, in its sole discretion, that such Purchaser’s Subscription Amount (together with such Purchaser’s
Affiliates and any Person acting as a group together with such Purchaser or any of such Purchaser’s Affiliates) would cause such
Purchaser’s beneficial ownership of the shares of Common Stock to exceed the Beneficial Ownership Limitation, or as such Purchaser
may otherwise choose, such Purchaser may elect to purchase Pre-Funded Warrants in lieu of the Shares as determined pursuant to Section 2.2.
The “Beneficial Ownership Limitation” shall be 4.99% (or, at the election of the Purchaser at Closing, 9.99%) of the
number of shares of the Common Stock outstanding immediately after giving effect to the issuance of the Securities on the Closing Date.
In no event may the Beneficial Ownership Limitation exceed 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 Pre-Funded Warrants held by the Purchaser. For the avoidance
of doubt, no Purchaser’s Beneficial Ownership will exceed 19.99% 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 Pre-Funded Warrants held by the Purchaser. In each
case, the election to receive Pre-Funded Warrants is solely at the option of the Purchaser. Each Purchaser shall deliver as instructed
by the Placement Agent ETH or BTC equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed
by such Purchaser. The Company shall deliver to each Purchaser its respective Shares and Warrants as determined pursuant to Section 2.2(a),
and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction
of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely by electronic transfer of
the Closing documentation.
(a)
Notwithstanding anything herein to the contrary, if at any time on or
after the time of execution of this Agreement by the Company and an applicable Purchaser, through, and including the time immediately
prior to the Closing (the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of the
Securities to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Securities”),
such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to
be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Securities to
such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Securities to such
Purchaser prior to the Company’s receipt of the Subscription Amount for such Pre-Settlement Securities hereunder; and provided
further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such
Purchaser as to whether or not during the Pre-Settlement Period such Purchaser shall sell any shares of Common Stock to any Person and
that any such decision to sell any shares of Common Stock by such Purchaser shall solely be made at the time such Purchaser elects to
effect any such sale, if any. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Warrants)
delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of
execution of this Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City
time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Warrants) for all purposes
hereunder.
(b)
The Subscription Amount shall be paid in either of the Cryptocurrencies
in such amounts as indicated in Purchaser’s signature page of this Agreement. The amount of Cryptocurrency to be paid
to the Company shall equal (a) the Subscription Amount, divided by (b) the spot exchange rate for that Cryptocurrency (i.e.,
either BTC or ETH, as applicable) as published by Coinbase.com at 8:00 p.m. (New York City time) on June 27, 2025 (the “Cryptocurrency
Amount”).
2.2
Deliveries.
(a)
On or prior to the Closing Date, the Company shall deliver or cause to
be delivered to each Purchaser the following:
(i)
this Agreement duly executed by the Company;
(ii)
a legal opinion of Company Counsel, directed to the Placement Agent and
the Purchasers, in a form reasonably acceptable to the Placement Agent and Purchasers and their respective counsel;
(iii)
[reserved];
(iv)
the Company shall have provided each Purchaser with an applicable wallet
address maintained by Payward Financial Inc. (d/b/a/ Kraken Financial), in the name of BMNR Subsidiary One, LLC, a wholly owned subsidiary
of the Company (the “Custodial Account”);
(v)
a copy of the irrevocable instructions to the Transfer Agent instructing
the Transfer Agent to deliver, on an expedited basis, in book entry form (unless otherwise requested by the Purchasers) a number of Shares
equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser;
(vi)
if applicable, a Pre-Funded Warrant registered in the name of such Purchaser
to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable to
Pre-Funded Warrants divided by the Per Pre-Funded Warrant Purchase Price, with an exercise price equal to $0.0001, subject to adjustment
therein;
(vii)
the Lock-Up Agreement, in form and substance reasonably acceptable to the Placement Agents and the Purchasers;
(viii)
evidence regarding the effective formation of BMNR Subsidiary One, LLC;
(ix)
the Registration Rights Agreement, Strategic Advisory Agreement, and Digital
Asset Consulting Agreement, each duly executed by the Company; and
(x)
the delivery of the Board of Directors’ nomination materials.
(b)
On or prior to the Closing Date, each Purchaser shall deliver or cause
to be delivered to the Company the following:
(i)
this Agreement duly executed by such Purchaser;
(ii)
the Registration Rights Agreement duly executed by such Purchaser;
(iii)
[reserved]; and
(iv)
such Purchaser’s Subscription Amount by transfer of the Cryptocurrency
Amount to the Custodial Account.
2.3
Closing Conditions.
(a)
The obligations of the Company hereunder in connection with the Closing
are subject to the following conditions being satisfied or waived by the Company:
(i)
the accuracy in all material respects (or, to the extent representations
or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and
warranties of the Purchasers contained herein (unless as of a specific date therein, in which case they shall be accurate in all material
respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as
of such date);
(ii)
approval of the NYSE American stock exchange;
(iii)
all obligations, covenants and agreements of each Purchaser required to
be performed at or prior to the Closing Date shall have been performed; and
(iv)
the delivery by each Purchaser of the items set forth in Section 2.2(b)
of this Agreement.
(b)
The respective obligations of the Purchasers hereunder in connection with
the Closing are subject to the following conditions being satisfied or, severally and not jointly, waived by each Purchaser:
(i)
the accuracy in all material respects (or, to the extent representations
or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and
warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material
respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as
of such date);
(ii)
all obligations, covenants and agreements of the Company required to be
performed at or prior to the Closing Date shall have been performed;
(iii)
the delivery by the Company of the items set forth in Section 2.2(a)
of this Agreement;
(iv)
the Digital Asset Consulting Agreement and the Strategic Advisor Agreement shall have been duly executed by the Company and the
Digital Asset Consultant and the Strategic Advisor, respectively, and shall continue to be effective as of the Closing Date;
(v)
the Strategic Committee shall have been formed and the members appointed in accordance with the terms of the Digital Asset Consulting
Agreement;
(vi)
there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(vii)
approval of the NYSE American stock exchange;
(viii) [reserved];
(ix)
each Purchaser which is party to this Agreement shall have delivered an executed Lock-Up Agreement to the Company and each such
Lock-Up Agreement shall remain in full force and effect; and
(x)
from the date hereof to and including the Closing Date, trading in the
Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market and to the knowledge of the
Company, there shall have been no initiation or threatening of any proceedings for any of such purposes, and, at any time prior to the
Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum
prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a
banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred after the
date of this Agreement any material outbreak or escalation of hostilities or other national or international calamity of such magnitude
in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser,
makes it impracticable or inadvisable to purchase the Securities at the Closing.
ARTICLE
III
REPRESENTATIONS AND WARRANTIES
3.1
Representations and Warranties of the Company. The Company
hereby makes the following representations and warranties to each Purchaser as of the date hereof and as of the Closing Date (unless as
of a specific date, in which case they shall be accurate as of such date):
(a)
Subsidiaries. All of the direct and indirect Subsidiaries
of the Company are set forth in the SEC Reports or have otherwise been disclosed to Purchasers by the Company. The Company owns, directly
or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued
and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive
and similar rights to subscribe for or purchase securities. If the Company has no Subsidiaries, all other references to the Subsidiaries
or any of them in the Transaction Documents shall be disregarded.
(b)
Organization and Qualification. The Company and each of
the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction
of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on
its business as currently conducted. Neither the Company nor any Subsidiary is in violation nor default of any of the provisions of its
respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and the
Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction
in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to
be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse
effect on the legality, validity or enforceability of any Transaction Document, the Digital Asset Consulting Agreement or the Strategic
Advisor Agreement; (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial
or otherwise) of the Company and the Subsidiaries, taken as a whole; or (iii) a material adverse effect on the Company’s ability
to perform in any material respect on a timely basis its obligations under any Transaction Document, the Digital Asset Consulting Agreement
or the Strategic Advisor Agreement (any of (i), (ii) or (iii), a “Material Adverse Effect”); provided that a
change in the market price or trading volume of the Common Stock alone shall not be deemed, in and of itself, to constitute a Material
Adverse Effect. The foregoing representation is based on the Company’s determination that the placement of equipment with a hosting
firm for the purpose of “mining” bitcoin, where all on-site service and maintenance is provided by hosting firm personnel,
does not constitute business activity within such jurisdiction sufficient to result in an obligation to register the Company as a foreign
corporation with the state or require a business license from the state, county or city in which the equipment is located. No Proceeding
has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority
or qualification.
(c)
Authorization; Enforcement. The Company has the requisite
corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction
Documents, the Digital Asset Consulting Agreement or the Strategic Advisor Agreement and otherwise to carry out its obligations hereunder
and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents and the Digital Asset Consulting
Agreement or the Strategic Advisor Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby
have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Board
of Directors or the Company’s stockholders in connection herewith or therewith other than in connection with the Required Approvals.
This Agreement, the Digital Asset Consulting Agreement, the Strategic Advisor Agreement and each other Transaction Document to which it
is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof
and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms,
except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other
laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability
of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions
may be limited by applicable law.
(d)
No Conflicts. The execution, delivery and performance by
the Company of this Agreement, the Digital Asset Consulting Agreement, the Strategic Advisor Agreement and the other Transaction Documents
to which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and
thereby do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate
or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default
(or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the
properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, anti-dilution or similar
adjustments, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or
other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary
is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required
Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction
of any court or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and
regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii)
and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.
(e)
Filings, Consents and Approvals. The Company is not required
to obtain any consent, waiver, authorization, approval, registration, license, qualification, certification, permit or order of, give
any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or regulatory
authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other
than: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the notice and/or additional listing application(s)
to each applicable Trading Market for the listing of the Shares and Warrant Shares for trading thereon in the time and manner required
thereby; (iii) the registration statement required to be filed by the Registration Rights Agreement; and (iv) the filing of
Form D with the Commission and such filings as are required to be made under applicable state securities laws (collectively, the
“Required Approvals”).
(f)
Issuance of the Securities. The Shares are duly authorized
and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and
nonassessable, free and clear of all Liens other than restrictions on transfer provided for in the Transaction Documents. The Pre-Funded
Warrants are duly authorized and, when issued in accordance with this Agreement, will be duly and validly issued and constitute the legal,
valid and binding obligations of the Company, enforceable against the Company in accordance with their terms free and clear of all Liens
other than restrictions on transfer provided for in the Transaction Documents. The Pre-Funded Warrant Shares, when issued in accordance
with the terms of the Pre-Funded Warrants, will be duly authorized, validly issued, fully paid and nonassessable, free and clear of all
Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Placement Agent Warrants
are duly authorized and, when issued in accordance with this Agreement, will be duly and validly issued and constitute the legal, valid
and binding obligations of the Company, enforceable against the Company in accordance with their terms free and clear of all Liens imposed
by the Company. The Placement Agent Warrant Shares, when issued in accordance with the terms of the Placement Agent Warrants, will be
duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions
on transfer provided for in the Transaction Documents. The Strategic Advisor Warrant Shares, when issued in accordance with the terms
of the Strategic Advisor Warrants, will be duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens
imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Company has reserved from its
duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement, the Warrants, the Placement
Agent Warrants and the Strategic Advisor Warrants.
(g)
Capitalization. The capitalization of the Company as of
the date hereof is as set forth in the SEC Reports including the number of shares of Common Stock owned beneficially, and of record, by
Affiliates of the Company as of the date hereof. Except as disclosed in the SEC Reports, the Company has not issued any capital stock
since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under
the Company’s stock option plans, the issuance of shares of Common Stock to employees, consultants and directors pursuant to the
Company’s employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as
of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right,
right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as set
forth in the SEC Reports or as a result of the purchase and sale of the Securities (and the issuance of the Strategic Advisor Warrants),
there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to,
or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe
for or acquire, any shares of Common Stock or the capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements
by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents or
capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue shares
of Common Stock or other securities to any Person (other than the Purchasers). The Company does not have any outstanding class of non-voting
stock or any securities that are convertible into or exchangeable for any class of non-voting stock. There are no outstanding securities
or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such
security or instrument upon an issuance of securities by the Company or any Subsidiary. There are no outstanding securities or instruments
of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings
or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary.
The Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.
All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have
been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation
of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder,
the Board of Directors or others is required for the issuance and sale of the Securities or the shares of Common Stock underlying the
Strategic Advisor Warrants. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s
capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.
(h)
SEC Reports; Financial Statements. The Company has filed
all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange
Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as
the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents
incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or
has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension.
As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange
Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading. The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial
statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the
rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared
in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”),
except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements
may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and
its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended,
subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.
(i)
Material Changes; Undisclosed Events, Liabilities or Developments.
Since the date of the latest audited financial statements included within the SEC Reports, except as set forth in the SEC Reports, (i) there
has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect,
(ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses
incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the
Company’s financial statements prepared in accordance with GAAP or disclosed in filings made with the Commission, (iii) the
Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash
or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock
and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company
stock option plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except
for the issuance of the Securities contemplated by this Agreement and the entry into the Digital Asset Consulting Agreement and the Strategic
Advisor Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected
to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets
or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation
is made or deemed made that has not been publicly disclosed at least one (1) Trading Day prior to the date that this representation is
made.
(j)
Litigation. There is no action, suit, inquiry, notice of
violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary
or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority
(federal, state, county, local or foreign) (collectively, an “Action”). There is no Action that: (i) adversely
affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could,
if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor
any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability
under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company,
there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or officer
of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement
filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.
(k)
Labor Relations. No labor dispute exists or, to the knowledge
of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material
Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s
relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining
agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the
Company, no executive officer of the Company or any Subsidiary is, or is now expected to be, in violation of any material term of any
employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract
or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does
not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its
Subsidiaries are in compliance with all applicable U.S. federal, state, local and foreign laws and regulations relating to employment
and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(l)
Compliance. Neither the Company nor any Subsidiary: (i) is
in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would
result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it
is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which
it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is
in violation of any judgment, decree, or order of any court, arbitrator or other governmental authority or (iii) is or has been in
violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal,
state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment
and labor matters, except in each case of clauses (i) through (iii), such as could not, have or reasonably be expected to result
in a Material Adverse Effect.
(m)
Environmental Laws. The Company and its Subsidiaries (i) are
in compliance with all federal, state, local and foreign laws relating to pollution or protection of human health or the environment (including
ambient air, surface water, groundwater, land surface or subsurface strata), including laws relating to emissions, discharges, releases
or threatened releases of chemicals, pollutants, contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous
Materials”) into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage,
disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands, or demand letters, injunctions,
judgments, licenses, notices or notice letters, orders, permits, plans or regulations, issued, entered, promulgated or approved thereunder
(“Environmental Laws”); (ii) have received all permits licenses or other approvals required of them under applicable
Environmental Laws to conduct their respective businesses; and (iii) are in compliance with all terms and conditions of any such
permit, license or approval where in each clause (i), (ii) and (iii), the failure to so comply could be reasonably expected to have,
individually or in the aggregate, a Material Adverse Effect.
(n)
Regulatory Permits. The Company and the Subsidiaries possess
all certificates, authorizations, approvals, consents, registrations, licenses, qualifications, certifications and permits issued by the
appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the
SEC Reports, except where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect
(“Material Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to
the revocation or modification of any Material Permit.
(o)
Title to Assets. The Company and the Subsidiaries have good
and marketable title in fee simple to all real property owned by them and good and marketable title in all personal property owned by
them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for (i) Liens
as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such
property by the Company and the Subsidiaries and (ii) Liens for the payment of federal, state or other taxes, for which appropriate
reserves have been made therefor in accordance with GAAP and the payment of which is neither delinquent nor subject to penalties. Any
real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable
leases with which the Company and the Subsidiaries are in compliance, except where the failure to be in compliance would not reasonably
be expected to have a Material Adverse Effect.
(p)
Intellectual Property. The Company and the Subsidiaries
have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets,
inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection
with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect
(collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received
a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected
to expire or terminate or be abandoned, within two (2) years from the date of this Agreement, except where the failure to be in compliance
would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date
of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge
that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected
to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there
is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken
reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure
to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has no knowledge
of any facts that would preclude it from having valid license rights or clear title to the Intellectual Property Rights. The Company has
no knowledge that it lacks or will be unable to obtain any rights or licenses to use all Intellectual Property Rights that are necessary
to conduct its business.
(q)
Insurance. The Company and the Subsidiaries are insured
by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the
businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage
at least equal to the aggregate Subscription Amount, or in commercially reasonable amounts. Neither the Company nor any Subsidiary has
any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain
similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.
(r)
Transactions with Affiliates and Employees. Except as set
forth in the SEC Reports, none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none
of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than
for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing
of services to or by, providing for rental of real or personal property to or from, providing for the borrowing of money from or lending
of money to or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any
entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, stockholder,
member or partner, in each case in excess of $120,000 other than for (i) payment of salary or consulting fees for services rendered,
(ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits, including stock option
agreements under any stock option plan of the Company.
(s)
Sarbanes-Oxley; Internal Accounting Controls. The Company
and the Subsidiaries are in compliance with any and all applicable requirements of the Sarbanes-Oxley Act of 2002, as amended, that are
effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective
as of the date hereof and as of the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient
to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations,
(ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain
asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization,
and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action
is taken with respect to any differences. The Company and the Subsidiaries have established disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures
to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying
officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end
of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”).
The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about
the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation
Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the
Company and its Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial
reporting of the Company and its Subsidiaries.
(t)
Certain Fees. Except for the fees and expenses payable by
the Company to the Placement Agent, no brokerage or finder’s fees or commissions are or will be payable by the Company or any Subsidiary
to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions
contemplated by the Transaction Documents. The Purchasers shall have no obligation with respect to any fees or with respect to any claims
made by or on behalf of other Persons for fees of a type contemplated in this Section that may be due in connection with the transactions
contemplated by the Transaction Documents.
(u)
Private Placement. Assuming the accuracy of the Purchasers’
representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale
of the Securities by the Company to the Purchasers as contemplated hereby. Upon receipt of approval of the NYSE American, the issuance
and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.
(v)
Investment Company. The Company is not, and is not an Affiliate
of, and immediately after receipt of payment for the Securities, will not be or be an Affiliate of, an “investment company”
within the meaning of the Investment Company Act of 1940, as amended. The Company shall conduct its business in a manner so that it will
not become an “investment company” subject to registration under the Investment Company Act of 1940, as amended. However,
no assurances can be given that a federal or state regulatory will agree with the Company’s interpretation and application of their
regulations.
(w)
Registration Rights. Other than to each of the Purchasers
pursuant to the Registration Rights Agreement, no Person has any right to cause the Company or any Subsidiary to effect the registration
under the Securities Act of any securities of the Company or any Subsidiary that have not been waived, rendered moot, or are immaterial
or are subject to lock-up agreements except as disclosed in the SEC Reports.
(x)
Listing and Maintenance Requirements. The Common Stock is
registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company has taken no action designed to, or which to its
knowledge is likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act nor has the Company
received any notification that the Commission is contemplating terminating such registration. Except as set forth in the SEC Reports,
the Company has not, in the 12 months preceding the date hereof, received notice from any Trading Market on which the Common Stock
is or has been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance requirements of such
Trading Market. Except as set forth in the SEC Reports, the Company is, and has no reason to believe that it will not in the foreseeable
future continue to be, in compliance with all such listing and maintenance requirements. The Common Stock is currently eligible for electronic
transfer through the Depository Trust Company or another established clearing corporation and the Company is current in payment of the
fees to the Depository Trust Company (or such other established clearing corporation) in connection with such electronic transfer.
(y)
Application of Takeover Protections. The Company and the
Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination,
poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate
of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers
as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents,
including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the
Securities.
(z)
Disclosure. Except for the material terms and conditions
of the transactions contemplated by the Transaction Documents, the Digital Asset Consulting Agreement and the Strategic Advisor Agreement,
the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel
with any information that it believes constitutes or might constitute material, non-public information (other than knowledge of the transactions
contemplated hereby, which will be publicly disclosed in a press release pursuant to Section 4.4. below). The Company understands and
confirms that the Purchasers will rely on the foregoing representation in effecting transactions in securities of the Company. All of
the disclosure furnished by or on behalf of the Company to any of the Purchasers regarding the Company and its Subsidiaries, their respective
businesses and the transactions contemplated hereby and by the Digital Asset Consulting Agreement and the Strategic Advisor Agreement,
in writing or otherwise, is true and correct and does not contain any untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.
The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole do not contain
any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the
statements therein, in the light of the circumstances under which they were made and when made, not misleading. The Company acknowledges
and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions contemplated hereby
other than those specifically set forth in Section 3.2 hereof.
(aa)
No Integrated Offering. Assuming the accuracy of the Purchasers’
representations and warranties set forth in Section 3.2, neither the Company, nor any of its Affiliates, nor any Person acting on
its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security,
under circumstances that would cause this offering of the Securities to be integrated with prior offerings by the Company for purposes
of (i) the Securities Act which would require the registration of any such securities under the Securities Act, or (ii) any
applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designated.
(bb)
Financial Condition. Based on the consolidated financial condition
of the Company as of the Closing Date, after giving effect to the receipt by the Company of the proceeds from the sale of the Securities
hereunder, (i) the fair saleable value of the Company’s assets exceeds the amount that will be required to be paid on or in
respect of the Company’s existing debts and other liabilities (including known contingent liabilities) as they mature, (ii) the
Company’s assets do not constitute unreasonably small capital to carry on its business as now conducted and as proposed to be conducted
including its capital needs taking into account the particular capital requirements of the business conducted by the Company, consolidated
and projected capital requirements and capital availability thereof, and (iii) the current cash flow of the Company, together with
the proceeds the Company would receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the
cash, would be sufficient to pay all amounts on or in respect of its liabilities when such amounts are required to be paid. The
Company does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts
of cash to be payable on or in respect of its debt). The Company has no knowledge of any facts or circumstances which lead it to believe
that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one (1) year
from the Closing Date. All outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or
any Subsidiary has commitments, is set forth in the SEC Reports.
(cc)
Indebtedness. The SEC Reports set forth as of the date hereof
all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments.
For the purposes of this Agreement, “Indebtedness” means (x) any liabilities for borrowed money or amounts owed
in excess of $50,000 (other than trade accounts payable incurred in the ordinary course of business), (y) all guaranties, endorsements
and other contingent obligations in respect of indebtedness of others, whether or not the same are or should be reflected in the Company’s
consolidated balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection
or similar transactions in the ordinary course of business; and (z) the present value of any lease payments in excess of $50,000
due under leases required to be capitalized in accordance with GAAP. Neither the Company nor any Subsidiary is in default with respect
to any Indebtedness.
(dd)
Tax. Except for the matters that would not, individually
or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, the Company and its Subsidiaries each (i) has
made or filed all United States federal, state and local and all foreign tax returns, reports and declarations required by any jurisdiction
to which it is subject, (ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown
or determined to be due on such returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate
for the payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There
are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company
or of any Subsidiary know of no basis for any such claim. The Company is not aware of any facts or circumstances that could cause the
purchases in the Offering not to qualify as an exchange pursuant to Section 351(a) of the Code. The Company is not an “investment
company” within the meaning of Section 351(e)(1) of the Code, subject to the proviso contained in the last sentence of Section 3(v).
(ee)
No General Solicitation. Neither the Company nor any Person
acting on behalf of the Company has offered or sold any of the Securities by any form of “general solicitation” or “general
advertising” (as such terms are defined in Regulation D under the Securities Act). Assuming the accuracy of the Purchasers’
representations and warranties under this Agreement, the Company has offered the Securities for sale only to the Purchasers and certain
other “accredited investors” within the meaning of Rule 501(a) of Regulation D under the Securities Act.
(ff)
Foreign Corrupt Practices. Neither the Company nor any Subsidiary,
nor to the knowledge of the Company or any Subsidiary, any agent or other person acting on behalf of the Company or any Subsidiary, has
(i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to
foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or
to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made
by the Company or any Subsidiary (or made by any person acting on its behalf of which the Company is aware) which is in violation of law,
or (iv) violated in any material respect any provision of FCPA.
(gg)
Accountants. The Company’s independent registered
public accounting firm is Bush & Associates CPA LLC. To the knowledge and belief of the Company, such accounting firm (i) is
a registered public accounting firm as required by the Exchange Act, and (ii) shall express its unqualified opinion with respect
to the financial statements to be included in the Company’s Annual Report for the fiscal year ending August 31, 2024.
(hh)
No Disagreements with Accountants and Lawyers. There are
no disagreements of any kind presently existing, or reasonably anticipated by the Company to arise, between the Company and the accountants
and lawyers formerly or presently employed by the Company. The Company is current with respect to any fees owed to its accountants and
lawyers which could affect the Company’s ability to perform any of its obligations under any of the Transaction Documents.
(ii)
Acknowledgment Regarding Purchasers’ Purchase of Securities.
The Company acknowledges and agrees that each of the Purchasers is acting solely in the capacity of an arm’s length purchaser with
respect to the Transaction Documents and the transactions contemplated thereby. The Company further acknowledges that no Purchaser is
acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the
transactions contemplated thereby and any advice given by any Purchaser or any of their respective representatives or agents in connection
with the Transaction Documents and the transactions contemplated thereby is merely incidental to the Purchasers’ purchase of the
Securities. The Company further represents to each Purchaser that the Company’s decision to enter into this Agreement and the other
Transaction Documents has been based solely on the independent evaluation of the transactions contemplated hereby by the Company and its
representatives.
(jj)
Acknowledgment Regarding Purchaser’s Trading Activity.
Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.14 hereof), it is
understood and acknowledged by the Company that: (i) with the exception of the Lock-Up Agreements to be entered into in connection
with this Agreement by and between the Company and each of the Purchasers, none of the Purchasers has been asked by the Company to agree,
nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative”
securities based on securities issued by the Company or to hold the Securities for any specified term, (ii) past or future open market
or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions,
before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s
publicly-traded securities, (iii) any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser
is a party, directly or indirectly, presently may have a “short” position in the Common Stock and (iv) each Purchaser
shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative”
transaction. The Company further understands and acknowledges that (y) one or more Purchasers may engage in hedging activities (in
compliance with applicable laws) at various times during the period that the Securities are outstanding, including, without limitation,
during the periods that the value of the Warrant Shares deliverable with respect to Securities are being determined, and (z) such
hedging activities (if any) could reduce the value of the existing stockholders’ equity interests in the Company at and after the
time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute
a breach of any of the Transaction Documents. For the avoidance of doubt, the Lock-Up Agreements to be entered into by and between the
Company and each Purchaser shall govern the limitations on Short Sales and “derivative” transactions in connection with the
Securities pursuant to this Agreement.
(kk)
Regulation M Compliance. The Company has not, and to its
knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization
or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold,
bid for, purchased, or paid any compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to
any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii)
and (iii), compensation paid to the Placement Agent pursuant to the Placement Agency Agreement.
(ll)
Cybersecurity. (i) To the Company’s knowledge,
in the three (3) years before the date of this Agreement, there has been no unauthorized access, acquisition, or loss or disclosure of
security breach or other compromise of the Company’s or any Subsidiary’s information in the possession or control of the Company
or any Subsidiary; (ii) the Company and the Subsidiaries are presently in compliance with all applicable laws or statutes and all
judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual
obligations relating to the privacy and security of all information in their possession or control, except as would not, individually
or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained commercially
reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy
and security of all (x) information in their possession or control and (y) their software, computer systems, and networks (collectively,
“IT Systems and Data”); and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery
technology for the IT Systems and Data consistent with commercially reasonable industry standards and practices.
(mm)
[Reserved].
(nn)
Stock Option Plans. Each stock option or other equity award
granted by the Company under the Company’s stock option plan, or as an inducement grant outside of a stock option plan, was granted
(i) in accordance with the terms of the Company’s stock option plan and (ii) with an exercise price at least equal to
the fair market value of the Common Stock on the date such stock option would be considered granted under GAAP and applicable law. No
stock option or other equity award granted under the Company’s stock option plan has been backdated. The Company has not knowingly
granted, and there is no and has been no Company policy or practice to knowingly grant, stock options or other equity award prior to,
or otherwise knowingly coordinate the grant of stock options with, the release or other public announcement of material information regarding
the Company or its Subsidiaries or their financial results or prospects.
(oo)
Office of Foreign Assets Control. Neither the Company nor
any Subsidiary nor, to the Company’s knowledge, any director, officer, agent, employee or Affiliate of the Company or any Subsidiary,
is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”),
the U.S. Department of State, the European Union, His Majesty’s Treasury, or other relevant sanctions authority..
(pp)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within
the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s
request.
(qq)
Bank Holding Company Act. Neither the Company nor any of
its Subsidiaries or Affiliates is subject to the Bank Holding Company Act of 1956, as amended (the “BHCA”), or to regulation
by the Board of Governors of the Federal Reserve System (the “Federal Reserve”). Neither the Company nor any of its
Subsidiaries or Affiliates owns or controls, directly or indirectly, five percent (5%) or more of the outstanding shares of any class
of voting securities or twenty-five percent (25%) or more of the total equity of a bank or any entity that is subject to the BHCA or to
regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries or Affiliates exercises a controlling influence over
the management or policies of a bank or any entity that is subject to the BHCA or to regulation by the Federal Reserve.
(rr)
Money Laundering. The operations of the Company and its
Subsidiaries are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements
of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable money laundering statutes and applicable rules
and regulations thereunder (collectively, the “Money Laundering Laws”), and no Action or Proceeding by or before any
court or governmental agency, authority or body or any arbitrator involving the Company or any Subsidiary with respect to the Money Laundering
Laws is pending or, to the knowledge of the Company or any Subsidiary, threatened.
(ss)
No Disqualification Events. With respect to the Securities
to be offered and sold hereunder in reliance on Rule 506(b) of Regulation D under the Securities Act, none of the Company, any
of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering
hereunder, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of
voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity
at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is
subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification
Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable
care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable,
with its disclosure obligations under Rule 506(e), and has furnished to the Purchasers a copy of any disclosures provided thereunder.
(tt)
Other Covered Persons. Other than the Placement Agent and
a fee that may be payable in connection with purchases by certain parties referenced in the Placement Agency Agreement, the Company is
not aware of any Person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection
with the sale of any Securities.
(uu)
Notice of Disqualification Events. The Company will notify
the Purchasers and the Placement Agent in writing, prior to the Closing Date of (i) any Disqualification Event relating to any Issuer
Covered Person and (ii) any event that would, with the passage of time, reasonably be expected to become a Disqualification Event
relating to any Issuer Covered Person.
3.2
Representations and Warranties of the Purchasers. Each Purchaser,
for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company
as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):
(a)
Organization; Authority. Such Purchaser is either an individual
or an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation
or formation with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate
the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution
and delivery of the Transaction Documents and performance by such Purchaser of the transactions contemplated by the Transaction Documents
have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the
part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered
by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable
against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as
limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar
as indemnification and contribution provisions may be limited by applicable law.
(b)
Understandings or Arrangements. Such Purchaser is acquiring
the Securities as principal for its own account and has no direct or indirect arrangement or understandings with any other persons to
distribute or regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser’s right
to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities
laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser understands that the
Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities
law and is acquiring such Securities as principal for his, her or its own account and not with a view to or for distributing or reselling
such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention
of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or
indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation
of the Securities Act or any applicable state securities law (this representation and warranty not limiting such Purchaser’s right
to sell such Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities
laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business.
(c)
Purchaser Status. At the time such Purchaser was offered
the Securities, it was, and as of the date hereof it is, and on each date on which it exercises any Warrants, it will be either: (i) an
“accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act, (ii) a
“qualified purchaser” as defined in the Securities Act or (iii) a “qualified institutional buyer” as defined
in Rule 144A(a)(1) under the Securities Act.
(d)
Experience of Such Purchaser. Purchaser represents that
(i) Purchaser was contacted regarding the sale of the Securities by the Placement Agent or the Company (or authorized representative thereof)
and the Purchaser had a prior pre-existing relationship with the Company or the Placement Agent under the U.S. securities laws and interpretations,
(ii) to the knowledge of such Purchaser, no Securities were offered or sold to it by means of any form of general solicitation, and such
Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial
matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the
merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment in the Securities and, at the present
time, is able to afford a complete loss of such investment.
(e)
General Solicitation. Such Purchaser is not purchasing the
Securities as a result of any “general solicitation” or “general advertising” (as such terms are defined in Regulation D
under the Securities Act), including, without limitation, any advertisement, article, notice or other communication regarding the Securities
published in any newspaper, magazine or similar media or the internet or broadcast over television or radio or the internet or any seminar
or meeting whose attendees have been invited by general solicitation or general advertising.
(f)
Access to Information. Such Purchaser acknowledges that
it has had the opportunity to review the Transaction Documents (including all exhibits and schedules thereto) and the SEC Reports and
has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives
of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities;
(ii) access to information about the Company and its financial condition, results of operations, business, properties, management
and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information
that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision
with respect to the investment. Such Purchaser acknowledges and agrees that neither the Placement Agent nor any Affiliate of the Placement
Agent has provided such Purchaser with any information or advice with respect to the Securities nor is such information or advice necessary
or desired. Neither the Placement Agent nor any Affiliate of the Placement Agent has made or makes any representation as to the Company
or the quality of the Securities and the Placement Agent and any Affiliate of the Placement Agent may have acquired non-public information
with respect to the Company which such Purchaser agrees need not be provided to it. In connection with the issuance of the Securities
to such Purchaser, none of the Placement Agent or any of its Affiliates has acted as a financial advisor or fiduciary to such Purchaser.
Each Purchaser acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by the
Placement Agent or any of its affiliates or any of its or their control persons, officers, directors and employees, in making its investment
or decision to invest in the Company. Each Purchaser agrees that none of the Placement Agent, its affiliates or any of its or their control
persons, officers, directors or employees, shall be liable to any Purchaser for any action heretofore or hereafter taken or omitted to
be taken in good faith by any of them in connection with any Purchaser’s purchase of the Securities, unless such action or omission
results from such party’s gross negligence, willful misconduct or bad faith.
(g)
Certain Transactions and Confidentiality. Other than consummating
the transactions contemplated hereunder, such Purchaser has not, directly or indirectly, nor has any Person acting on behalf of or pursuant
to any understanding with such Purchaser, executed any purchases or sales, including Short Sales, of the securities of the Company during
the period commencing as of the time that such Purchaser first received a term sheet (written or oral) from the Company or any other Person
representing the Company setting forth the material terms of the transactions contemplated hereunder and ending immediately prior to the
execution hereof. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate
portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the
investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the representation set forth
above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase
the Securities covered by this Agreement. Other than to other Persons party to this Agreement or to such Purchaser’s representatives,
including, without limitation, its officers, directors, partners, legal and other advisors, employees, agents and Affiliates, such Purchaser
has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms
of this transaction). Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation
or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions
in the future.
(h)
Cryptocurrency Subscriptions. (i) Purchaser has all rights,
title and interest in and to the Cryptocurrency to be contributed by it to the Company pursuant to this Agreement, (ii) such Cryptocurrency
is held in a digital wallet held or operated by or on behalf of the Purchaser at or by an appropriately regulated custodian and/or in
accordance with industry-standard security practices (the “Purchaser Digital Wallet”) and neither such Cryptocurrency
nor such Purchaser Digital Wallet is subject to any liens, encumbrances or other restrictions, (iii) Purchaser has taken commercially
reasonable steps to protect its Purchaser Digital Wallet and such Cryptocurrency and (iv) Purchaser has the exclusive ability to
control such Purchaser Digital Wallet, including by use of “private keys” or other equivalent means or through custody arrangements
or other equivalent means.
(i)
Taxes. Purchaser acknowledges (a) that Company makes no representation or warranty with respect to any tax implications
of the Transaction to Purchaser; (b) Purchaser shall be solely and exclusively responsible for the payment of any and all taxes to Purchaser
as a result of the Transaction; (c) Purchaser represents that (i) Purchaser will not retain any rights in the ETH or BTC transferred by
Purchaser to the Company are subject to liabilities that are assumed by the Company, (ii) none of the ETH or BTC transferred by Purchaser
to the Company are subject to liabilities that are assumed by the Company, (iii) the fair market value of the ETH or BTC contributed to
the Company is at least equal to or greater than Purchaser’s tax basis in applicable ETH or BTC; (d) Purchaser has paid its own
expenses, in any, incurred in connection with entering into this Agreement; and (e) Purchaser is not a party to any binding commitments
and has no current plans or intention to sell the stock of the Company purchased pursuant to this Agreement.
The Company acknowledges and
agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely
on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any
other Transaction Document, or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation
of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute
a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or
similar transactions in the future.
ARTICLE
IV
OTHER AGREEMENTS OF THE PARTIES
4.1
Transfer Restrictions.
(a)
The Securities may only be disposed of in compliance with state and federal
securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or Rule 144,
to the Company or to an Affiliate of a Purchaser or in connection with a pledge as contemplated in Section 4.1(b), the Company may
require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to
the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer
does not require registration under the Securities Act. As a condition of transfer (other than pursuant to an effective Registration Statement
or Rule 144), any such transferee shall agree in writing to be bound by the terms of this Agreement and the Registration Rights Agreement
and shall have the rights and obligations of a Purchaser under this Agreement and the Registration Rights Agreement.
(b)
The Purchasers agree to the imprinting, so long as is required by this
Section 4.1, of a legend or book entry notation on or with respect to any of the Securities substantially in the following
form:
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH
THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE
IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT
TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED
INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.
The Company acknowledges and
agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant
a security interest in some or all of the Securities to a financial institution that is an “accredited investor” as defined
in Rule 501(a) of Regulation D under the Securities Act and, if required under the terms of such arrangement, such Purchaser
may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval
of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith.
Further, no notice shall be required of such pledge. At the appropriate Purchaser’s expense, the Company will execute and deliver
such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer
of the Securities, including, if the Securities are subject to registration pursuant to the Registration Rights Agreement, the preparation
and filing of any required prospectus supplement under Rule 424(b) under the Securities Act or other applicable provision of the
Securities Act to appropriately amend the list of selling stockholders thereunder.
(c)
Certificates (or book entries) evidencing the Shares and Pre-Funded Warrant
Shares shall not contain any legend (including the legend set forth in Section 4.1(b) hereof), (i) while a registration statement
(including the Registration Statement) covering the resale of such security is effective under the Securities Act, (ii) following
any sale of such Shares or Pre-Funded Warrant Shares pursuant to Rule 144, (iii) if such Shares or Pre-Funded Warrant Shares
may be sold under Rule 144 without the requirement for the Company to be in compliance with the current public information required
under Rule 144 as to such Shares or Pre-Funded Warrant Shares and without volume or manner-of-sale restrictions, or (iv) if
such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements
issued by the staff of the Commission). The Company shall, at its expense, cause its counsel to issue a legal opinion to the Transfer
Agent or the Purchaser promptly after the Effective Date if required by the Transfer Agent to effect the removal of the legend hereunder,
or if requested by a Purchaser, respectively. If all or any portion of a Pre-Funded Warrant is exercised at a time when there is an effective
registration statement to cover the resale of the Pre-Funded Warrant Shares, or if the Shares or Pre-Funded Warrant Shares may be sold
under Rule 144 and the Company is then in compliance with the current public information required under Rule 144, or if the
Shares or Pre-Funded Warrant Shares may be sold under Rule 144 without the requirement for the Company to be in compliance with the
current public information required under Rule 144 as to such Shares or Pre-Funded Warrant Shares or if such legend is not otherwise
required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff
of the Commission), then such Shares or Pre-Funded Warrant Shares shall be issued free of all legends. The Company shall, at its expense,
cause its counsel to issue a legal opinion to the Transfer Agent promptly after the Effective Date if required by the Transfer Agent to
effect the removal of the legend hereunder or if reasonably required by a Purchaser. The Company agrees that following the Effective Date
or at such time as such legend is no longer required under this Section 4.1(c), it will, no later than the earlier of (i) two
(2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined below) following the delivery
by a Purchaser to the Company or the Transfer Agent of a certificate (or a request in the case of Shares or Pre-Funded Warrant Shares
held in book entry) representing Shares or Pre-Funded Warrant Shares, as the case may be, issued with a restrictive legend (such date,
the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate or evidence of book entry
position representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records
or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1. Certificates
for Securities (or evidence of book entry position) subject to legend removal hereunder shall be transmitted by the Transfer Agent to
the Purchaser by crediting the account of the Purchaser’s prime broker with The Depository Trust Company through its Deposit or
Withdrawal at Custodian system as directed by such Purchaser. 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 a certificate or evidence of book entry position representing Shares or Pre-Funded Warrant
Shares, as the case may be, issued with a restrictive legend. The Purchaser shall provide the Company written notice of a removal request
(the “Request Notice”) at least two (2) Trading Days prior to delivery of the legended Share certificate.
(d)
In addition to such Purchaser’s other available remedies, the Company
shall pay to a Purchaser, in cash, (i) as partial liquidated damages and not as a penalty, for each $2,500 of Shares or Pre-Funded
Warrant Shares (based on the VWAP of the Common Stock on the date such Securities are submitted to the Transfer Agent) delivered for removal
of the restrictive legend and subject to Section 4.1(c), $10 per Trading Day (increasing to $20 per Trading Day five (5) Trading
Days after such damages have begun to accrue) for each Trading Day after the Legend Removal Date (or, if later, four (4) days after the
Request Notice date) until such certificate (or evidence of book entry position) is delivered without a legend and (ii) if the Company
fails to (a) issue and deliver (or cause to be delivered) to a Purchaser by the Legend Removal Date a certificate (or book entry
notation) representing the Securities so delivered to the Company by such Purchaser that is free from all restrictive and other legends
and (b) if after the Legend Removal Date such Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock
to deliver in satisfaction of a sale by such Purchaser of all or any portion of the number of shares of Common Stock, or a sale of a number
of shares of Common Stock equal to all or any portion of the number of shares of Common Stock that such Purchaser anticipated receiving
from the Company without any restrictive legend, then, an amount equal to the excess of such Purchaser’s total purchase price (including
brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including brokerage commissions
and other out-of-pocket expenses, if any) (the “Buy-In Price”) over the product of (A) such number of Shares or
Pre-Funded Warrant Shares that the Company was required to deliver to such Purchaser by the Legend Removal Date multiplied by (B) the
lowest closing sale price of the Common Stock on any Trading Day during the period commencing on the date of the delivery by such Purchaser
to the Company of the applicable Shares or Pre-Funded Warrant Shares and ending on the date of such delivery and payment under this clause
(ii).
(e)
Each Purchaser, severally and not jointly with the other Purchasers, agrees
with the Company that such Purchaser will sell any Securities pursuant to either the registration requirements of the Securities Act,
including any applicable prospectus delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to a Registration
Statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive
legend from certificates representing Securities as set forth in this Section 4.1 is predicated upon the Company’s reliance
upon this understanding.
4.2
Furnishing of Information; Public Information.
(a)
Until the time that no Purchaser owns Securities, the Company covenants
to maintain the registration of the Common Stock under Section 12(b) or 12(g) of the Exchange Act and to timely file (or obtain extensions
in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof
pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act.
(b)
At any time during the period commencing from the six (6) month anniversary
of the date hereof and ending at such time that all of the Securities of a Purchaser may be sold without the requirement for the Company
to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, if the Company
(i) shall fail for any reason to satisfy the current public information requirement under Rule 144(c) or (ii) has ever
been an issuer described in Rule 144(i)(1)(i) or becomes such an issuer in the future, and the Company shall fail to satisfy any
condition set forth in Rule 144(i)(2) (a “Public Information Failure”) then, in addition to such Purchaser’s
other available remedies, the Company shall pay to that Purchaser, in cash, as partial liquidated damages and not as a penalty, by reason
of any such delay in or reduction of its ability to sell the Securities, an amount in cash equal to $1,000 per day of a Public Information
Failure until the earlier of (a) the date such Public Information Failure is cured, and (b) such time that such public information
is no longer required for that Purchaser to transfer the Shares or Pre-Funded Warrant Shares pursuant to Rule 144. The payments
to which a Purchaser shall be entitled pursuant to this Section 4.2(b) are referred to herein as “Public Information Failure
Payments.” Public Information Failure Payments shall be paid on the earlier of (i) the last day of the calendar month during
which such Public Information Failure Payments are incurred and (ii) the third (3rd) Business Day after the event or failure giving
rise to the Public Information Failure Payments is cured. In the event the Company fails to make Public Information Failure Payments in
a timely manner, other than during the pendency of any bona fide dispute over whether an alleged Public Information Failure has occurred,
such Public Information Failure Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in
full. Nothing herein shall limit such Purchaser’s right to pursue actual damages for the Public Information Failure, and such Purchaser
shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance
and/or injunctive relief.
4.3
Integration. The Company shall not sell, offer for sale
or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would
be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the
sale of the Securities or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations
of any Trading Market such that it would require stockholder approval prior to the closing of such other transaction unless shareholder
approval is obtained before the closing of such subsequent transaction.
4.4
Securities Laws Disclosure; Publicity. The Company shall
(a) by the Disclosure Time, issue a press release disclosing the material terms of the transactions contemplated hereby (including
the entry into and the material terms of the Digital Asset Consulting Agreement and the Strategic Advisor Agreement), and (b) file
a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto (and a summary of the material terms of the
Digital Asset Consulting Agreement and the Strategic Advisor Agreement) with the Commission within the time required by the Exchange Act.
From and after the issuance of such press release, the Company represents to the Purchasers that it shall have publicly disclosed all
material, non-public information delivered to any of the Purchasers by the Company or any of its Subsidiaries, or any of their respective
officers, directors, employees, Affiliates or agents, including, without limitation, the Placement Agent, in connection with the transactions
contemplated by the Transaction Documents. In addition, effective upon the issuance of such press release, the Company acknowledges and
agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any
of its Subsidiaries or any of their respective officers, directors, employees, Affiliates or agents, including, without limitation, the
Placement Agent, on the one hand, and any of the Purchasers or any of their Affiliates on the other hand, shall terminate and be of no
further force or effect. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting
transactions in securities of the Company. The Company and each Purchaser shall consult with each other in issuing any other press releases
with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor
otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser,
or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably
be withheld or delayed, except if such disclosure is required by law or the rules of any Trading Market, in which case the disclosing
party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing,
the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission
or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal
securities law in connection with (i) any registration statement contemplated by this Agreement and (ii) the filing of the final
Transaction Documents with the Commission and (b) to the extent such disclosure is required by law or Trading Market regulations,
in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (b) and reasonably
cooperate with such Purchaser regarding such disclosure.
4.5
Stockholder Rights Plan. No claim will be made or enforced
by the Company or, with the consent of the Company, any other Person, that any Purchaser is an “Acquiring Person” under
any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover
plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of
any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the
Company and the Purchasers.
4.6
Non-Public Information. Except with respect to the material
terms and conditions of the transactions contemplated by the Transaction Documents, the Digital Asset Consulting Agreement and the Strategic
Advisor Agreement, which shall be disclosed pursuant to Section 4.4, the Company covenants and agrees that neither it, nor any other
Person acting on its behalf will provide any Purchaser (other than Purchasers who are then directors or officers of the Company if any)
or its agents or counsel with any information that constitutes, or that the Company reasonably believes constitutes, material non-public
information, unless prior thereto such Purchaser shall have consented in writing to the receipt of such information and agreed in writing
with the Company to keep such information confidential. The Company understands and confirms that each Purchaser shall be relying on the
foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company, any of its Subsidiaries, or
any of their respective officers, directors, agents, employees or Affiliates delivers any material, non-public information to a Purchaser
without such Purchaser’s consent, the Company hereby covenants and agrees that such Purchaser shall not have any duty of confidentiality
to the Company, any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates or agents, including, without
limitation, the Placement Agent, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees,
Affiliates or agents, including, without limitation, the Placement Agent, not to trade on the basis of such material, non-public information,
provided that the Purchaser shall remain subject to applicable law. To the extent that any notice provided pursuant to any Transaction
Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously
with the delivery of such notice file such notice with the Commission pursuant to a Current Report on Form 8-K. The Company understands
and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company.
4.7
Use of Proceeds. The Company shall use the net proceeds
from the sale of the Securities hereunder to fund the acquisition of Cryptocurrency and the establishment of the Company’s Cryptocurrency
treasury operations, as provided in Section 4.21 hereof, as well as pay all transaction fees and expenses. At least 20% of the
net proceeds must be used in activities carried on for the production of income from performing services, including but not limited to
blockchain validation services, blockchain lending services or other decentralized finance services. Five percent of the net proceeds
(after the payment of such fees and expenses) of the Transaction are expected to be invested into approved validator, wrapping and staking
technology in furtherance of the Company’s business and its treasury management. The Company shall not use such proceeds: (a) for
the redemption of any Common Stock or Common Stock Equivalents, (b) for the settlement of any outstanding litigation or (c) in
violation of FCPA or OFAC regulations.
4.8
Indemnification of Purchasers and Strategic Advisor. Subject
to the provisions of this Section 4.8, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders,
members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding
a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities
Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any
other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title)
of such controlling persons, as well as the Strategic Advisor and its affiliates (each, a “Purchaser Party”) harmless
from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts
paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer
or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by
the Company in this Agreement or in the other Transaction Documents, or the Strategic Advisor Agreement or the Digital Asset Consulting
Agreement, (b) any action instituted against the Purchaser Parties in any capacity (including a Purchaser Party’s status as
an investor), or any of them or their respective Affiliates, by the Company or any stockholder of the Company who is not an Affiliate
of such Purchaser Party, arising out of or relating to any of the transactions contemplated by the Transaction Documents, or the Strategic
Advisor Agreement or the Digital Asset Consulting Agreement, or (c) in connection with any registration statement of the Company
providing for the resale by the Purchasers of the Shares or Warrant Shares issued and issuable upon exercise of the Warrants, the Company
will indemnify each Purchaser Party, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages,
liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses, as incurred, arising out of or relating
to (i) any untrue or alleged untrue statement of a material fact contained in such registration statement, any prospectus or any
form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission
or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus
or supplement thereto, in the light of the circumstances under which they were made) not misleading, except to the extent, but only to
the extent, that such untrue statements or omissions are based solely upon information regarding such Purchaser Party furnished in writing
to the Company by such Purchaser Party expressly for use therein, or (ii) any violation or alleged violation by the Company of the
Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder in connection therewith. For the avoidance
of doubt, the indemnification provided herein is intended to, and shall also cover, direct claims brought by the Company against the Purchaser
Parties; provided, however, that, in the case of any indemnification pursuant to clause (a) or (b) above, such indemnification
shall not cover any loss, claim, damage or liability to the extent it is finally judicially determined to be attributable to any Purchaser
Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in any Transaction
Document or any conduct by a Purchaser Party which is finally judicially determined to constitute fraud, gross negligence or willful misconduct.
If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such
Purchaser Party shall promptly notify the Company in writing, and, except with respect to direct claims brought by the Company, the Company
shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any
Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees
and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof
has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume
such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel to the applicable Purchaser
Party (which may be internal counsel), an actual conflict on any issue between the position of the Company and the position of such Purchaser
Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel.
The Company may not settle, compromise or consent to the entry of any judgment in any pending or threatened action in which indemnification
may be sought by any Purchaser Party hereunder (whether or not any Purchaser Party is an actual or potential party thereto), without the
prior written consent of each such Purchaser Party (which will not be unreasonably delayed or withheld) unless such settlement, compromise
or consent provides for an unconditional and irrevocable release of each such Purchaser Party from any and all liability arising out of
such Claim. The Company will not be liable to any Purchaser Party under this Agreement for any settlement by a Purchaser Party effected
without the Company’s prior written consent, which shall not be unreasonably withheld or delayed. In addition, if any Purchaser
Party takes actions to collect amounts due under any Transaction Documents or to enforce the provisions of any Transaction Documents,
then the Company shall pay the costs incurred by such Purchaser Party for such collection, enforcement or action, including, but not limited
to, attorneys’ fees and disbursements. The indemnification and other payment obligations required by this Section 4.8 shall be made
by periodic payments of the amount thereof during the course of the investigation, defense, collection, enforcement or action, as and
when bills are received or are incurred; provided, that if any Purchaser Party is finally judicially determined not to be entitled
to indemnification or payment under this Section 4.8, such Purchaser Party shall promptly reimburse the Company for any payments that
are advanced under this sentence. The indemnity agreements contained herein shall be in addition to any cause of action or similar right
of any Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.
4.9
Reservation of Common Stock. As of the date hereof, the
Company has reserved and the Company shall continue to reserve and keep available at all times, free of preemptive rights, a sufficient
number of shares of Common Stock for the purpose of enabling the Company to issue Shares pursuant to this Agreement, Warrant Shares issuable
pursuant to any exercise of the Warrants and Placement Agent Warrant Shares issuable pursuant to any exercise of the Placement Agent Warrants,
and Strategic Advisor Warrant Shares issuable pursuant to any exercise of the Strategic Advisor Warrants.
4.10
Listing of Common Stock. The Company hereby agrees to use
its reasonable best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed,
and concurrently with the Closing, the Company shall apply to list or quote all of the Shares and Warrant Shares on such Trading Market
and secure the listing of all of the Shares and Warrant Shares on such Trading Market as soon as reasonably practicable. The Company further
agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all
of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be
listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue
the listing and trading of its Common Stock on a Trading Market and will comply in all material respects with the Company’s reporting,
filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common
Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation,
by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic
transfer.
4.11
[Reserved].
4.12
Subsequent Equity Sales.
(a)
From the date hereof until thirty (30) days after the Effective Date,
neither the Company nor any Subsidiary shall (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance
of any shares of Common Stock or Common Stock Equivalents or (ii) file any registration statement or amendment or supplement thereto,
other than (A) a registration statement on Form S-8 in connection with any employee benefit plan; provided, however,
the Company will be permitted to enter into a sales agreement with the Placement Agent and such other sales agents as the Company may
designate (the “Sales Agreement”) providing for the sale of up to $1 billion of shares of Common Stock in an “at-the-market”
offering, and file any such prospectus supplement or registration statement with the Commission in connection with such sales agreement
or (B) the registration statement described in the Registration Rights Agreement.
(b)
Notwithstanding the foregoing, this Section 4.12 shall not apply
in respect of an Exempt Issuance.
4.13
Equal Treatment of Purchasers. No consideration (including
any modification of any Transaction Document) shall be offered or paid to any Person to amend or consent to a waiver or modification of
any provision of the Transaction Documents unless the same consideration is also offered to all of the parties to the Transaction Documents.
In addition, the Company agrees that the terms and conditions extended to each Purchaser under this Agreement shall be no less favorable
than the most favorable terms offered to any similarly situated Purchasers. For clarification purposes, this provision constitutes a separate
right granted to each Purchaser by the Company and negotiated separately by each Purchaser, and is intended for the Company to treat the
Purchasers as a class and shall not in any way be construed as the Purchasers acting in concert or as a group with respect to the purchase,
disposition or voting of Securities or otherwise.
4.14
Certain Transactions and Confidentiality. Each Purchaser,
severally and not jointly with the other Purchasers, covenants that neither it, nor any Affiliate acting on its behalf or pursuant to
any understanding with it will execute any purchases or sales, including Short Sales, of any of the Company’s securities during
the period commencing with the execution of this Agreement and ending at such time that the transactions contemplated by this Agreement
are first publicly announced pursuant to the initial press release as described in Section 4.4. Each Purchaser, severally and not
jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed
by the Company pursuant to the initial press release as described in Section 4.4, such Purchaser will maintain the confidentiality
of the existence and terms of this transaction (other than as disclosed to its legal and other representatives). Notwithstanding the foregoing
and notwithstanding anything contained in this Agreement to the contrary, the Company expressly acknowledges and agrees that (i) no
Purchaser makes any representation, warranty or covenant hereby that it will not engage in effecting transactions in any securities of
the Company after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press
release as described in Section 4.4, (ii) no Purchaser shall be restricted or prohibited from effecting any transactions in
any securities of the Company in accordance with applicable securities laws from and after the time that the transactions contemplated
by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.4 and (iii) no
Purchaser shall have any duty of confidentiality or duty not to trade in the securities of the Company to the Company, any of its Subsidiaries,
or any of their respective officers, directors, employees, Affiliates, or agents, including, without limitation, the Placement Agent,
after the issuance of the initial press release as described in Section 4.4. Notwithstanding the foregoing, in the case of a Purchaser
that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets
and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions
of such Purchaser’s assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio
manager that made the investment decision to purchase the Securities covered by this Agreement.
4.15
Form D; Blue Sky Filings. The Company agrees to timely file
a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof, promptly upon request
of any Purchaser. The Company shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption
for, or to qualify the Securities for, sale to the Purchasers at the Closing under applicable securities or “Blue Sky” laws
of the states of the United States and shall provide evidence of such actions promptly upon request of any Purchaser. Each Purchaser acknowledges
and agrees to promptly provide to the Company or its representatives any such information as may be reasonably requested so as to allow
the Company to comply with the provisions of this Section 4.15.
4.16
Acknowledgment of Dilution. The Company acknowledges that
the issuance of the Securities may result in dilution of the outstanding shares of Common Stock, which dilution may be substantial under
certain market conditions. The Company further acknowledges that its obligations under the Transaction Documents are unconditional and
absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any
claim the Company may have against any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of
the other stockholders of the Company.
4.17
Exercise Procedures. The form of Notice of Exercise included
in the Warrants sets forth the totality of the procedures required of the Purchasers in order to exercise the Warrants. No additional
legal opinion, other information or instructions shall be required of the Purchasers to exercise their Warrants. Without limiting the
preceding sentences, 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 in order to exercise the Warrants. The Company shall honor exercises of the
Pre-Funded Warrants and shall deliver Warrant Shares in accordance with the terms, conditions and time periods set forth in the Transaction
Documents.
4.18
Lock-Up Agreement. The Company shall not amend, modify,
waive or terminate any provision of any of the Lock-Up Agreement without the prior written consent of the Placement Agent, except to extend
the term of the lock-up period, and shall enforce the provisions of the Lock-Up Agreement in accordance with its terms. If any party to
a Lock-Up Agreement breaches any provision of a Lock-Up Agreement, the Company shall promptly use its best efforts to seek specific performance
of the terms of such Lock-Up Agreement.
4.19
Capital Changes. Until the one (1) year anniversary of the
Closing Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior
written consent of the Purchasers holding a majority in interest of the Shares, provided that no consent shall be required in the event
the Company undertakes a reverse stock split for purposes of maintaining the listing of the Common Stock on the Trading Market.
4.20
Board Nomination Right. Upon Closing, the Strategic Advisor shall have the right to nominate one member to the Board of
Directors, who shall act as chairman of the Board of Directors. In addition, the Company shall reduce its Board of Directors to a total
of five members within 90 days of the Closing.
4.21
Treasury Reserve Policy. In connection with the Closing, the Company shall adopt a policy (the “Treasury Reserve
Policy”), under which the Company’s treasury reserve assets will consist of: (i) cash and cash equivalents and short-term
investments (“Cash Assets”) that exceed working capital requirements; and (ii) ETH, which will serve as the primary
treasury reserve asset of the Company on an ongoing basis, subject to market conditions and oversight by a designated strategic committee,
as will be defined in the Digital Asset Consulting Agreement entered into as of the Closing Date (the “Strategic Committee”).
ARTICLE
V
MISCELLANEOUS
5.1
Termination. This Agreement may be terminated by any Purchaser,
as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the
other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before the fifth (5th) Trading
Day following the date hereof; provided, however, that no such termination will affect the right of any party to sue for
any breach by any other party (or parties).
5.2
Fees and Expenses. Except as expressly set forth in the
Transaction Documents to the contrary, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts,
if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of
this Agreement. The Company shall pay all Transfer Agent fees (including, without limitation, any fees required for same-day processing
of any instruction letter delivered by the Company and any exercise notice delivered by a Purchaser), stamp taxes and other taxes and
duties levied in connection with the delivery of any Securities to the Purchasers, as well as fees and expenses of the Digital Asset Consultant.
5.3
Entire Agreement. The Transaction Documents, together with
the exhibits and schedules thereto, contain the entire understanding of the Parties with respect to the subject matter hereof and thereof
and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the Parties acknowledge have
been merged into such documents, exhibits and schedules.
5.4
Notices. Any and all notices or other communications or
deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest
of: (a) the time of transmission, if such notice or communication is delivered email attachment at the email address as set forth
on the signature pages attached hereto at or prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after
the time of transmission, if such notice or communication is delivered via email attachment at the email address as set forth on the signature
pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the
second (2nd) Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon
actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set
forth on the signature pages attached hereto. To the extent that any notice provided pursuant to any Transaction Document constitutes,
or contains material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice
with the Commission pursuant to a Current Report on Form 8-K.
5.5
Amendments; Waivers. No provision of this Agreement may
be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and Purchasers
which purchased at least fifty and one tenth percent (50.1%) in interest of the Shares based on the initial Subscription Amounts hereunder
(or, prior to the Closing, the Company and each Purchaser) or, in the case of a waiver, by the party against whom enforcement of any such
waived provision is sought, provided that if any amendment, modification or waiver disproportionately and adversely impacts a Purchaser
(or group of Purchasers), the consent of at least fifty and one tenth percent (50.1%) in interest of such disproportionately impacted
Purchaser (or group of Purchasers) shall also be required. No waiver of any default with respect to any provision, condition or requirement
of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other
provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner
impair the exercise of any such right. Any proposed amendment or waiver that disproportionately, materially and adversely affects the
rights and obligations of any Purchaser relative to the comparable rights and obligations of the other Purchasers shall require the prior
written consent of such adversely affected Purchaser. Any amendment effected in accordance with this Section 5.5 shall be binding
upon each Purchaser and holder of Securities and the Company.
5.6
Headings. The headings herein are for convenience only,
do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.
5.7
Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the Parties and their successors and permitted assigns. The Company may not assign this Agreement or
any rights or obligations hereunder without the prior written consent of each Purchaser (other than by merger). Any Purchaser may assign
any or all of its rights under this Agreement to any Person to whom such Purchaser assigns or transfers any Securities, provided that
such transferee agrees in writing to be bound, with respect to the transferred Securities, by the provisions of the Transaction Documents
that apply to the “Purchasers” (other than in respect of a transfer pursuant to an effective registration statement) or Rule
144.
5.8
Third-Party Beneficiaries. The Placement Agent shall be the third-party beneficiary of the representations and warranties
of the Company in Section 3.1 and 4.18 and the representations and warranties of the Purchasers in Section 3.2. This Agreement
is intended for the benefit of the Parties and their respective successors and permitted assigns and is not for the benefit of, nor may
any provision hereof be enforced by, any other Person, except as otherwise set forth in Section 4.8 and this Section 5.8.
5.9
Governing Law. All questions concerning the construction,
validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with
the internal laws of the State of New York, without regard to the principles of conflicts of law thereof that would otherwise require
the application of the laws of any other jurisdiction. Each party agrees that all legal Proceedings concerning the interpretations, enforcement
and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto
or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively
in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of
the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in
connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any
of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it
is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue
for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such
Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such
party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any
other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents,
then, in addition to the obligations of the Company under Section 4.8, the prevailing party in such Action or Proceeding shall be
reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation,
preparation and prosecution of such Action or Proceeding.
5.10
Survival. The representations and warranties contained herein
shall survive the Closing and the delivery of the Securities.
5.11
Execution. This Agreement may be executed in two or more
counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts
have been signed by each Party and delivered to each other Party, it being understood that the Parties need not sign the same counterpart.
In the event that any signature is delivered by e-mail delivery of a “.pdf” format data file, such signature shall create
a valid and binding obligation of the Party executing (or on whose behalf such signature is executed) with the same force and effect as
if such “.pdf” signature page were an original thereof.
5.12
Severability. If any term, provision, covenant or restriction
of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired
or invalidated, and the Parties shall use their commercially reasonable efforts to find and employ an alternative means to achieve the
same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and
declared to be the intention of the Parties that they would have executed the remaining terms, provisions, covenants and restrictions
without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.
5.13
Rescission and Withdrawal Right. Notwithstanding anything
to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser
exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations
within the periods therein provided, then such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written
notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights;
provided, however, that in the case of a rescission of an exercise of a Warrant, the applicable Purchaser shall be required
to return any shares of Common Stock subject to any such rescinded exercise notice concurrently with the return to such Purchaser of the
aggregate exercise price paid to the Company for such shares and the restoration of such Purchaser’s right to acquire such shares
pursuant to such Purchaser’s Warrant (including, issuance of a replacement warrant certificate evidencing such restored right).
5.14
Replacement of Securities. If any certificate or instrument
evidencing any Securities is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution
for and upon cancellation thereof (in the case of mutilation), or in lieu of and substitution therefor, a new certificate or instrument,
but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction. The applicant for a new certificate
or instrument under such circumstances shall also pay any reasonable third-party costs (including customary indemnity) associated with
the issuance of such replacement Securities.
5.15
Remedies. In addition to being entitled to exercise all
rights provided herein or granted by law, including recovery of damages, each of the Purchasers and the Company will be entitled to specific
performance under the Transaction Documents. The Parties agree that monetary damages may not be adequate compensation for any loss incurred
by reason of any breach of obligations contained in the Transaction Documents and hereby agree to waive and not to assert in any Action
for specific performance of any such obligation the defense that a remedy at law would be adequate.
5.16
Payment Set Aside. To the extent that the Company makes
a payment or payments to any Purchaser pursuant to any Transaction Document or a Purchaser enforces or exercises its rights thereunder,
and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared
to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored
to the Company, a trustee, receiver or any other Person under any law (including, without limitation, any bankruptcy law, state or federal
law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended
to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff
had not occurred.
5.17
Independent Nature of Purchasers’ Obligations and Rights.
The obligations of each Purchaser under any Transaction Document are several and not joint with the obligations of any other Purchaser,
and no Purchaser shall be responsible in any way for the performance or non-performance of the obligations of any other Purchaser under
any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Purchaser pursuant
hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of
entity, or create a presumption that the Purchasers are in any way acting in concert or as a group with respect to such obligations or
the transactions contemplated by the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its
rights including, without limitation, the rights arising out of this Agreement or out of the other Transaction Documents, and it shall
not be necessary for any other Purchaser to be joined as an additional party in any Proceeding for such purpose. Each Purchaser has been
represented by its own separate legal counsel in its review and negotiation of the Transaction Documents. For reasons of administrative
convenience only, each Purchaser and its respective counsel have chosen to communicate with the Company through the legal counsel of the
Placement Agent. The legal counsel of the Placement Agent does not represent any of the Purchasers and only represents the Placement Agent.
The Company has elected to provide all Purchasers with the same terms and Transaction Documents for the convenience of the Company and
not because it was required or requested to do so by any of the Purchasers. It is expressly understood and agreed that each provision
contained in this Agreement and in each other Transaction Document is between the Company and a Purchaser, solely, and not between the
Company and the Purchasers collectively and not between and among the Purchasers.
5.18
Liquidated Damages. The Company’s obligations to pay
any partial liquidated damages or other amounts owing under the Transaction Documents is a continuing obligation of the Company and shall
not terminate until all unpaid partial liquidated damages and other amounts have been paid notwithstanding the fact that the instrument
or security pursuant to which such partial liquidated damages or other amounts are due and payable shall have been canceled.
5.19
Saturdays, Sundays, Holidays, etc. If the last or
appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then
such action may be taken or such right may be exercised on the next succeeding Business Day.
5.20
Construction. The Parties agree that each of them and/or
their respective counsel have reviewed and had an opportunity to revise the Transaction Documents and, therefore, the normal rule of construction
to the effect that any ambiguities are to be resolved against the drafting Party shall not be employed in the interpretation of the Transaction
Documents or any amendments thereto. In addition, each and every reference to share prices and shares of Common Stock in any Transaction
Document shall be subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions
of the Common Stock that occur after the date of this Agreement.
5.21
WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR
PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST
EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.
[Signature page follows]
IN WITNESS WHEREOF, the Parties
have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated
above.
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Bitmine Immersion Technologies, Inc.
By:_____________________________
Name:
Title: Chief Executive Officer |
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Address for Notice: |
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With a copy to (which shall not constitute notice): |
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[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGE FOR PURCHASER FOLLOWS]
[PURCHASER SIGNATURE PAGES TO SECURITIES PURCHASE
AGREEMENT]
IN WITNESS WHEREOF, the undersigned
have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated
above.
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Name of Purchaser:
Signature of Authorized Signatory of Purchaser
Name of Authorized Signatory:
Title of Authorized Signatory:
Email Address of Authorized Signatory: |
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Address for Notice to Purchaser: |
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Address for Delivery of Securities to Purchaser (if not same as
address for notice): |
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| Subscription Amount: |
$_________________ (in ETH)
$_________________ (in BTC) |
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Shares: _________________
Pre-Funded Warrant Shares: _______________ Beneficial Ownership Blocker
☐ 4.99% or ☐ 9.99%
EIN Number: _________________
☐
Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed
to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the
Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the
Closing shall occur on the first (1st) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated
by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed
of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead
be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or
the like or purchase price (as applicable) to such other party on the Closing Date.
Exhibit A
Registration Rights Agreement
Exhibit B
Form of Lock-Up Agreement
Exhibit C
Form of Pre-Funded Warrant
